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CM-2018-1940 - 12/5/2018SOFTWARE SUBSCRIPTION AGREEMENT This Software Subscription Agreement the "Agreement) is entered into as of the "Effective DaWj, between ALUVII, INC., a Delaware corporation ("AlrrviF), and -City of Round Rock_ a Parks and Recreation with its principal place of business at 221 E. Main St. Round Rock Texas 79664_(the "Company'). Company desires to obtain a license and right to use the Park Management Software of Aluvii as more fully described in Exhibit A. attached to this Agreement (collectively, with any deliverables or documentation relating thereto, the "Services'). Commencing on the start date specified in Exhibit a. Aluvii agrees to perform the Services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. THE SERVICES 1.1 The Services. Subject to Company's performance of its duties under this Agreement, including but not limited to timely payment of all Fees (as defined below), during the Term (as defined below) Aluvii shall provide Company with the Services, consisting of (i) those particular services which Aluvii normally provides through the Website (as de- fined below) ("Website Services'); and (ii) those particular Services that Aluvii normally provides through telephone or in-person consultations (" OsherServices'). Aluvii may per- form the Other Services at Company's premises, Aluvii's premises or such other premises that Aluvii may deem ap- propriate. Company will permit Aluvii to have reasonable access to Company's premises, personnel and technology at Company's premises for the purposes of performing the Ser- vices. 1.2 Restricted Services. Notwithstanding anything to the contrary in this Agreement, Aluvii reserves the right, in accordance with its normal business practices, to restrict ac- cess to the Restricted Services and Proprietary Content to only Company Users (as such capitalized terms arc defined below). "RcnA*d Services" means those particular Services, the primary purpose of which is to (a) educate or train Company Users with respect to customer, employee or vendor relation- ship management or loyalty programs or (b) provide man- agement -level reporting, features or accessibility to Com- pany Users with respect to the Services. "Proprietary Content' means text, audio, visual or audiovis- ual materials, graphical images, or other copyrightable sub- ject matter that is (a) provided or made available by Aluvii to Company or its Company Users and (b) conspicuously marked as confidential, proprietary or otherwise subject to copyright. 1.3 Limitations on Services. Aluvii shall not be obli- gated to provide any services or perform any tasks not spe- cifically set forth in this Agreement or in Exhibit A attached hereto. Without limiting the generality of the foregoing, the Services do not include (i) custom functionality to the Ser- vices, (ii) necessary modifications to third party applications enabling them to function properly with updates, upgrades or modifications provided by Aluvii, or (iii) any new func- tionality or module Aluvii makes generally available as a 94,-20l e- MY6 separately priced offering. In addition, Aluvii has no obliga- tion under this Agreement to install, alter, modify or other- wise customize or configure any software or hardware on Company's computer system(s) or network(s). 1.4 Alteration of Services. Aluvii shall have no obli- gation to perform services in connection with any change to the scope of the Services unless and until the parties have agreed upon the effect of such change and the applicable fees in writing. 1.5 Additional_Services. Notwithstanding the first sentence of Section 19, the parties hereto may agree to cer- tain additional ancillary services (in addition to the Services and the license set forth in Section 2. l ) that shall be per- formed by Aluvii, which shall be set forth in writing in a Statement of Work to be signed by each of the parties hereto (each a "Statement of Work"). Aluvii's support and mainte- nance obligations shall not apply to any deliverables pro- vided pursuant to a Statement of Work ("Deliverables"). Unless otherwise and expressly stated in a Statement of Work and subject to the terns and conditions of this Agree- ment, Aluvii hereby grants to Company Users, a limited, non-exclusive, non -transferable and irrevocable right and li- cense to use, copy, reproduce and display such Deliverables solely in connection with the Company's internal business operations, and in no event for release, display, disclosure or resale to any third party; provided, however, that Aluvii shall retain legal ownership of the 1P Rights in the Deliverables except with respect to the license set forth in this sentence. Company hereby agrees that any restrictions set forth in this Agreement with respect to the use of the Software, the Web- site or the Services shall apply to the Deliverables as well, unless otherwise set forth in a Statement of Work Company hereby agrees to pay, in addition to the foes set forth herein and in Exhibit A, any fees set forth in a Statement of Work 2. RIGHT TO USE; RESTRICTIONS AND LIMITATIONS 2.1 r Company Users. Subject to the terms and conditions of this Agreement, Aluvii hereby grants to Company and its authorized employees ("Com- pany Users') (a) a limited, non-exclusive, non -transferable and revocable right and license to use the Park Management Software and the Software, and access the Website Services through the Website during the Term (as more fully set forth and restricted on Exhibit B, attached hereto), and (b) solely with respect to the Proprietary Content, a limited, non-exclu- sive, non -transferable and revocable right and license to use, Pg. 1 Doc ID: 477d69bf51e402564aa6dl26b1781867f831b98e copy, reproduce and display such Proprietary Content solely in connection with the Company's internal business opera- tions. The parties expressly agree that neither Company nor any Company User or Company Representative (as defined below) shall use, modify, reproduce, release, display or dis. close any Proprietary Content except as expressly permitted pursuant to this Agreement. "Park Management Softwrtre" shall mean the Aluvii resource planning software designed to assist in the planning, performance and management of amusement parks or fun centers and/or management of cus- tomers of such amusement parks or fun centers. 2.2 Use by End Users. During the Term, Company's employees, customers, vendors and other related constitu- ents ("End Users") may access and use the Website to among other things, communicate with the Company and Company Users as permitted by the Website, provided that all End Users shall be subject to the terms and conditions of use of the Website, which shall be communicated in written terms of use to End Users upon access to the Website (the "Terms of Usd7. Unless otherwise agreed in writing by Company, End Users shall have no rights to access or use the Restricted Services or Proprietary Content in any man- ner. Aluvii reserves the right to change the Terns of Use at any time and for any or no reason or to restrict or prevent access to the Services to any particular End User. 2.3 Limitations. Neither Company nor any Company User will (a) r eproduM download, modify or distribute all or any portion of the Services, the Park Management Soft- ware or any other computer software installed or used by Aluvii in maintaining and hosting the Website or otherwise providing the Services ("Software+), or any intellectual property relating to such Services, Park Management Soft- wam or Software; (b), nor will they attempt to, reverse trans- late orneverse engineer, decompileor "unlock," or disassem- ble the Park Management Software, the Software or any por- tion thereof. (c) market, distribute, sell or resell the Services, or any part thereof. whether as a distributor, reseller, service bureau or otherwise; (d) utilize flaming or similar techniques to present the Services or the Website (or any part thereof) on any internet website or internet domain owned or con- trolled by Company; (e) rent, lease, or otherwise permit third parties to use the Services, Park Management Software or Software; (f) use the Services to provide services to third parties (erg., as a service bureau); (g) circumvent or disable any security or other technological features or measures of the services; or (h) attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Park Management Software, the Software, or any portion thereof: Neither the Company nor any Company User shall remove Aluvii logos, privacy statements, trademarks, Terms of Use or similar materials from the Website (or any viewa- ble or printable output generated by the Website or the Ser - vies provided hereunder) without Aluvii's prior written consent. The Services (and the Website) may only be used for lawful purposes and in a lawful manner. Company shall comply with all applicable laws, statutes and regulations. 2.4 Authorized Users Only, This Agreement restricts the use of the Services to the Company, those Company Us- ers to which Company has granted access, and End Users subject to Section 2.2. 2.5 Protection against Unauthorized Use Company will use reasonable efforts to prevent any unauthorized use of the Services, Park Management Software or the Software and immediately notify Aluvii in writing of any unauthor- ized use that comes to Company's attention. If there is unau- thorized use by anyone who obtained access to the Services directly or indirectly through Company, Company will take all steps reasonably necessary to terminate the unauthorized use. Company will cooperate and assist with any actions taken by Aluvii to prevent or terminate unauthorized use of the Services. 2.6 Services through Website. Aluvii shall, at its dis- cretion, provide the Website Services to Company by and through an internet website or internet domain (orportion of an internet website or internet domain) owned or controlled by Aluvii, or self-service kiosks owned or controlled by Company (such internet website, internet domain or self ser- vice kiosks collectively the "Website"). Notwithstanding an- ything to the contrary in this Agreement, Aluvii shall not be responsible for the operation of any of Company's self-ser- vice Wosks or the repair or maintenance thereof. Subject to Company's performance of its obligations under this Agree- ment, including without limitation timely payment of all Fes and any other amounts due hereunder: (a) Aluvii shall host, operate and maintain the Website in a manner which permits Company and its Company Users to reasonably ac- cess and use the Website Services and (b) Aluvii shall retain the sole and exclusive right to control or direct the manner or means by which the Website is hosted, operated and main- tained and the Services made available to Company and its End Users. 2.7 Comoanv Content. Subject to technical protocols and requirements of the Website and the Services provided hereunder, Company shall be solely responsible for provid- ing, updating, uploading and maintaining any and all Com- pany information and/or materials on, within, displayed, linked or transmitted to, from or through the subdomain ("Company Contenel. Company assumes sole responsibil- ity for the accuracy of Company Content, and ensuring that Company Content does not infringe or violate any right of any third party or is not offensive, harmful, inaccurate or de- ceptive. 2.9 Reliance on Information. In providing the Ser- vices, Aluvii shall be entitled 10 rely upon and act in accord- ance with any instructions, guidelines, data or information provided by the Company or any Company Representative who has actual or apparent authority to provide such instruc- tions, guidelines or information, and shall incur no liability in doing so. 3. SECURITY; PASSWORDS p9. 2 Doc ID. 477d69bf51e402564aa6d126bl781867f831b98e 3.1 Comaanv_Rgp=}tatives. The Services shall be performed in conjunction with Company personnel and pro- vided based upon the information and materials (including Company Content) provided by Company personnel. Com- pany shall appoint at least one person who shall be the pri- mary point of contact (the "Company Representative(s)') for receiving alerts or other communications from Company Users by or through the Services, and Company shall pro- vide Aluvii with the contact information for such Company Representative(s), including current name(s), title(s), email address(es), and telephone number(s). 3.2 5xurity, At all times, Company shall be solely responsible for undertaking measures to ensure the confiden- tiality of any password issued by Aluvii to Company for the purpose of accessing and using the Services. Company is solely responsible for any authorized or unauthorized access to any account or password issued by Aluvii to Company or any Company Representative. If any Company password is lost, stolen or otherwise compromised, Company shall promptly notify Aluvii, whereupon Aluvii may suspend ac- cess to the Service by use of such password and issue a re- placement password to Company and/or the Company Rep- resentative(s). 4. AVAILABILITY OF SERVICES Subject to the terms and conditions of this Agreement, Alu- vii shall provide the Website Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the Term. Company acknowledges and agrees that from time to time the Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades which Aluvii may undertake from time to time, service malfunctions and causes beyond the reason- able control of Aluvii or which are not reasonably foreseea- ble by Aluvii, including, without limitation, interruption or failure of telecommunication or digital transmission links, including an event of Force Majeure (as set forth in Section 10.8 of this Agreement), delays or failures due to Company's internet service provider, hostile network attacks, network congestion or other failures. Company agrees that Aluvii may not have control over the stability and throughput speed of the intemet or the availability of the Services on a contin- uous or uninterrupted basis. Regardless of the cause of any interruption in the normal Website Services, Aluvii shall use commercially reasonable efforts to promptly re-establish the Website Services. 5. COMPENSATION; PAYMENT TERMS 5.1 Set -Un Fae In consideration for the Website Ser- vices to be rendered by Aluvii, Company shall pay to Aluvii, upon execution of this Agreement, a non-refundable one- time fee in the amount set forth in Exhibit A to this Agree- ment (the "Sd-Up Fedi. if the Company elects during the Term to obtain additional Services under Exhibit A not orig- inally subscribed for, then an additional set-up feels) may apply. 5.2 Subscription Fees. In addition to the Set -Up Fee, Company agrees to pay to Aluvii periodic fees in the amount set forth in Exhibit A and B to this Agreement in each in- stance that the Services are used by Company with respect to a particular subscription, amusement park, fun center, fa- cility or development (each "Project*' and each fee a "Sub- scription Fee," and collectively with the Set -Up Fees and any fees set forth in a Statements) of Work, the "Fecel. If additional functionality is added to the Services, the parties agree to negotiate in good faith for an increase in the Fees to become effective as of the time of such addition. Company acknowledges that the Fees set forth in Exhibit A and/or B represent current pricers, but are intended to increase over time to adjust for inflation and forthe number of users/com- puters accessing the Services, Park Management Software and Software. 5.3 Payment of Fees. The Fees shall be invoiced in advance of each covered month, and Companyshall pay the Fees as set forth an each such invoice within thirty (30) days of Company's receipt thereof. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Company will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by Aluvii to collectany amount that is not paid when due. Fail- ure of Company to make any payment of Fee; when due, shall be deemed a material breach of this Agreement and Aluvii shall have the right (in addition to any other rights or remedies it may have) to immediately and without notice suspend the Services (in whole or in part). All payments shall be made in U.S. dollars and shall not be subject to set- off for any claims against Aluvii. 5.4 Travel and Expenses. In the event that perfor- mance of the Services require Aluvii personnel to incur travel costs. Company shall pay Aluvii all pre -approved reasonable ex -penes incurred by Aluvii, including travel, living. and out-of-pocket expenses (including without limitation air and ground transportation, hotel accommodations, and meals and beverages). 5.5 Taxes. Other than net income taxes imposed on Aluvii, Company will bear all taxes, foes, duties, and other governmental charges (collectively, "taxes") resulting from this Agreement. Company will pay any additional amounts as are necessary to ensure that the net amounts received by Aluvii after all such taxes are paid are equal to the amounts that Aluvii would have been entitled to in accordance with this Agreement as if the taxes did not exist. 6. CONFIDENTIALITY; PRIVACY 6.1 ConfidendalilX. Subject to the other terms and conditions of this Agreement, as a result of this Agreement and the ongoing relationship of the parties, each of the par- ties may have access to or acquire knowledge of confidential and proprietary information concerning the other and the other's business (the "ConjUendal Information"), and each agrees to treat the Confidential Information as confidential_ All Confidential Information shall remain solely the prop-erty of the disclosing party, and the recipient shall maintain pg. 3 Doc ID: 477d69bf51e402564aa6dl26b1781867f831b98c and protect the confidentiality of such Confidential Infor- mation with the same degree of care used to protect its own confidential information, but in any event, no less than a rea- sonabledegreeofcare; provided, however, that neither party shall have any such obligation with respect to the use or dis- closure to third parties of such Confidential Information as can be established to: (a) have been known publicly; (b) have been known generally in the industry on a non -confidential basis before communication by the disclosing party to the recipient; (c) have become known publicly; (d) have been known otherwise by the recipient before communication by the disclosing party; (e) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing parry) lawfully having possession of such information. Except as prohibited by applicable law or legal process or to the extent part of an examination by a regulatory or self-regulatory body, if the recipient is re- quested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoe- nas, regulatory processes (including those of self-regulatory organizations), or similar process) in connection with any proceeding to disclose or otherwise becomes legally com- pelled to disclose any Confidential Information, the recipient shall provide the disclosing party with prompt written notice and, if requested by the disclosing party after receipt of such notice, the recipient shall provide disclosing party with rea- sonable assistance (subject to reimbursement by the disclos- ing party of all reasonable and out-of-pocket expenses in- curred by the recipient in providing such assistance) so as to enable the disclosing parry to seek a protective order or other appropriate remedy or waive compliance with this Agree- ment. To the extent this Agreement applies, if such a pro- tective order or other remedy is not obtained or if the dis- closing parry waives compliance with this Agreement, the recipient may disclose Confidential Information, but only such Confidential Information as it is legally required to dis- close in the reasonable opinion of counsel to the recipient, and shall exercise reasonable efforts to obtain reliable assur- ance that confidential treatment will be accorded such Con- fidential Information disclosed. Company's obligations un- der this paragraph will survive the termination of this Agree- ment or of any license granted under this Agreement for whatever reason. Each of the parties agrees not to utilize an- other's Confidential Information for any purpose other than the performance of this Agreement. Each of the parties un- derstands, acknowledges and agrees that a breach of this Section would cause the non -breaching party irreparable damage, for which the award of damages would be inade- quate compensation. Accordingly, the non -breaching parry may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which rem- edy shall be cumulative and not exclusive. 6.2 Pre The names, addresses and other infor- mation identifiable to any particular End User generated by use of the Services, together with information regarding the manner in which Company uses the Services, will not be dis- closed by Aluvii except as necessary to carry out the terms and conditions of this Agreement or (a) to comply with law or comply with legal process served upon Aluvii, (b) to pro- tea and defertd Aluvii's rights or property or those of any of Aluvii's customers, clients, vendors or third parry providers, (c) to protect the personal safety of Aluvii's users or the pub- lic, or (d), if in Aluvii's sole discretion, Aluvii believes that it is necessary to disclose any such information in order to avoid exposure to civil orcriminal liability orpublic ridicule, or to avoid harm to Aluvii's business or reputation. Notwith- standing the foregoing, Aluvii does capture certain metadata relating to the use of the Website Services by Company Us- ers ("Metadato'l. Company agrees that Aluvii shall own all Metadata (excluding any personally -identifiable infor- mation therein) and that no license to the Metadata is granted to Company hereunder. 6.3 Publicity, Aluvii may identify Company on Alu- vii's customer lists and in its marketing and advertising ma- terials, and announce that Company is a customer of Aluvii (including as to the Services), and reproduce Company's name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith. Aluvii may develop and publish a case study based upon Com- pany's use of the Services. Such prior consent shall not be required for Aluvii to disclose Company's name and the value of this Agreement in connection with any filings or disclosures required by Aluvii under applicable state or fed- eral securities laws or in connection with due diligence by a potential financier or acquira of Company. 7. TITLE 7.1 Ownership, As between Aluvii and Company, (a) Aluvii is, and shall be, the sole and exclusive owner of the Services, Park Management Software, Software, Website and Usage Information and Statistics (as defined below) in- cluding but not limited to all related IP Rights (as defined below) therein, and (b) Company is, and shall be, the sole and exclusive owner of the Company Content and Company Data (as defined below), including but not limited to all re- lated IP Rights therein. Title to any software and hardware now owned by Aluvii and/or its third party providers and used in providing the Services remains exclusively owned by Aluvii and/or its third parry providers and is not trans- ferred to Company. Company understands and agrees that Aluvii may use and disclose, in an aggregated format only, any and all data derived or collected from Company's use of the Services for the purpose of generally improving the look and fol of the Services and to otherwise operate, manage, maintain and improve Aluvii's products and services; pro- vided that such aggregated data is not identified or identifia- ble as originating with or associated with any particular End User. 7.2 Reservation of Righm Except for the express nights grunted to Company and its Company Users under this Agreement, nothing contained herein shall be deemed or construed as a grant of any further rights or licenses in or to the Services, Park Management Software, Software, Web- site or Usage Information and Statistics. Aluvii reserves to itself all rights to the Services not expressly granted to Com- pany in accordance with this Agreement. 7.3 Commy Data "Company Data" means rec- orded information personally identifiable to End Users, re - p9. 4 Doc 10: 477d69bf51 e402564aa6d 1 26b 1 781867f831 b98e gardless of the form or method of recording, transmitted di- rectly by End Users in connection with the Services and stored or maintained on one or more file servers or other storage devices owned or controlled by Aluvii. 7.4 IP Rights. `W Rights" means (i) rights in patents, patent applications and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, trade names, trade dress and other designators of origin, registered or unregistered, (iii) rights in copyright- able subject matter or protectable designs, registered or un- registered, (iv) rights in computer software, databases and documentation, (v) trade secrets, (vi) rights in internet do- main names, uniform resource locators and e-mail addresses, (vii) rights in semiconductor topographies (mask works), registered or unregistered, (viii) know-how, and (ix) all other intellectual and industrial property rights of every kind and nature and however designated, whether arisingby operation of law, contract, license or otherwise. 7.5 Umminfotmation and Statistics. "Usage Infor- mation and Statistics" means any information about End Users' or Company Users' interactions with, and usage of, the Services, Proprietary Content or the Website as may be collected by Aluvii, which information is not identifiable to any particular End User or Company User by name. 7.6 Feedbac Aluvii is hereby granted a royalty -free, fully paid-up, nonexclusive, perpetual, irrevocable, world- wide, transferable (only to a successor in interest by way of merger, reorganization or sale of al l or substantially all assets orequity), sublicensable license to use, copy, modify, or dis- tribute, including by incorporating into the Servicm any suggestions, enhancement requests, recommendations or other feedback provided by Company or its users relating to the operation of the Services. 8. WARRANTIES; DISCLAIMERS 8.1 Limited Warranty. Except as otherwise may be limited by this Agreement, Aluvii warrants that it shall pro- vide the Services in a professional manner. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION 8.1, THE SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, IN- CLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PUR- POSE. 8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL ALUVII OR ITS LICENSORS OR SUP- PLIERS BE LIABLE TO COMPANY, COMPANY US- ERS, OR TO ANY THIRD PARTY FOR CONSEQUEN- TIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNI- TIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. ALUVII DOES NOT WARRANT AGAINST INTERFER- ENCE WITH THE ENJOYMENT OF THE SERVICES. ALUVII DOES NOT WARRANT THAT THE SERVICES ARE ERROR -FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. ALUVII EXERCISES NO CONTROL OVER AND EX- PRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF COMPANY'S USE OF THE SERVICES. IN NO EVENT SHALL ALU - VII BE LIABLE FOR PROCUREMENT COSTS OF SUB- STITUTE PRODUCTS OR SERVICES OR ANY UNAU- THORIZED USE OR MISUSE OF ANY SOFTWARE, WEBSITE OR INFORMATION, EXCEPT IN THE CASE OF ALUVII'S GROSS NEGLIGENCE WITH RESPECT TO SUCH USE OR MISUSE. Company's exclusive com- edy for breach by Aluvii of its limited warranty shall be to discontinue the Services and receive an immediate pro -rated refund of Subscription Fees prepaid for any portion of the Term subsequent to discontinuation of Services. Notwith- standing anything to the contrary in this Agreement, Aluvii's liability hereunder for any type of damages whatsoever, re- gardless of the form of action, shall not exceed the aggregate dollar amount paid by Company to Aluvii in the twelve (12) months prior to the claimed injury or damage. 8.3 Indemnity. Company will defend, and indemnify Aluvii, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability in- cluding, without limitation, reasonable attorneys' fees, in- curred as a result of Company's violation of its obligations under this Agreement, or the negligent or willful acts of Company, or violation of any third party intellectual prop- erty or privacy rights. Company's obligation to indemnify under this provision shall survive termination of this Agree- ment. 9. TERM AND TERMINATION 9.1 Term. This Agreement shall commence upon the Effective Date and, unless earlier terminated in accordance with the Agreement's terms, shall remain in effect for the term as set forth in Exhibit A. 9.2 Termination for Material Breach. If either party defaults in performing any material obligations required un- der this Agreement, the non -defaulting party may give writ- ten notice of default, describing in reasonable detail the de -fault. If the party in default fails to remedy such material default within thirty (30) days following such written notice, then the non -defaulting party may, in addition to all other remedies available at law or in equity, terminate this Agree-ment. Termination in accordance with this Section 9.2 will take effect when the defaulting party receives written notice of termination from the non - defaulting party, which notice must not be delivered until the defaulting party has failed to cure its material breach during the thirty (30) day cure pe-riod. Aluvii's exercise of its termination rights under this Section shall not entitle Company to a refund of, or relieve P9. 5 Doc ID. 477d69bf51 e402564aa6dl26b1781 B67f831 b9Be Company of any obligation to pay, any portion of any Fees which are payable to Aluvii under this Agreement. In the event of a breach or the threat of a breach of this Agreement by Company, Aluvii, in addition to any other remedies it may have at law or in equity, shall be entitled to obtain a temporary restraining order, preliminary injunction, and other appropriate relief so as to specifically enforce the tams of this Agreement without the necessity of posting a bond or other surety. 9.3 Effect ofTermination. If this Agreement is termi- nated for any reason, (a) Company shall pay to Aluvii any Subscription Fens, or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabil- ities accrued prior to the effective date of the termination shall survive, (c) Company shall provide.Aluvii with a writ- ten ratification signed by an authorized Company repre- sentative ratifying that all use of the Services by Company has been discontinued, (d) Aluvii may charge a separate Set - Up Fee to Company if it wishes to activate Services at a later date, and (e) Sections 5, 6, 7, 8, 9 and 10 shall survive termi- nation. 10. GENERAL PROVISIONS 10.1 Notice, Any notice required or permitted to be given hereunder shall be in writing and will be effective (a) three (3) business days after deposit in the U.S. Mail, certi- fied, return receipt requested, postage prepaid or (b) one (1) business day after deposit with a reputable express next day courier providing written receipt of delivery and addressed to the parties at their respective addresses as first written in this Agreement. 10.2 lndc dent Contractors. Each party is an inde- pendent contractor and the parties shall not have the author- ity to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or an agency relationship between the parties. The parties agree and acknowledge that no Com- pany User has or shall have any rights as a third party bene- ficiary or otherwise arising from or relating to this Agree- ment. 10.3 Entire Agreement. This Agreement and the at- tached Exhibits constitute the entire agreement between Alu- vii and Company with respect to the subject matter hereof. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both parties to this Agreement. THIS AGREEMENT EXPRESSLY SUPER- SEDES UPERSEDES ANY PRIOR AGREEMENT ENTERED INTO BETWEEN COMPANY AND ALUVII, OR ANY OF ALUVIPS PREDECESSOR'S -IN -INTEREST; PRO. VIDED, HOWEVER, NOTHING HEREIN SHALL EF- FECT OR TERMINATE ONGOING RIGHTS FROM NON -DISCLOSURE AGREEMENTS ENTERED INTO BY THE PARTIES PRIOR TO THE EFFECTIVE DATE, AND, PROVIDED FURTHER, ANY NEW CONFIDEN- TIAL INFORMATION EXCHANGED BETWEEN THE PARTIES SHALL BE GOVERNED BY THE CONFIDEN- TIALITY OBLIGATIONS SET FORTH HEREIN. 10.4 Governing Law, Venue. This Agreement will be governed and construed under the laws of the State of Texas without regard to conflict of laws provisions or the United Nations Convention on the International Sale of Goods. The exclusive venue for disputes arising out of or relating to this Agreement shall be in the state or federal courts located in the State of Texas. Company hereby irrevocably and uncon-ditionally submits to the personal jurisdiction of such courts, waives any claim or objection, whether procedural or sub-stantive, based upon lack of personal jurisdiction, inoonven-ient forum or the like, and further waives any right to trial by jury with respect to any such dispute. In the event an action or suit is brought by any party hereto to enforce the teams of this Agreement, the prevailing parry shall be entitled to the payment of reasonable attorneys' fees and costs, as deta-mined by the judge of the court. 10.5 Waiver/Severability, Any waiver of the provi- sions of this Agreement or of a party's rights or remedies un- der this Agreement must be in writing to be effective. Fail- ure, neglect, or delay by a parry to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party's right to take subsequent action. Exercise or enforcement by either party ofany right orremedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Company's right to use the Services will immedi- ately terminate. 10.6 Headings. Headings are used in this Agreement for reference only and will not be considered when interpret- ing this Agreement 10.7 Subcontractors. Aluvii may utilize a subcontrac- tor orother third partyto perform its duties under this Agree. ment so long as Aluvii remains responsible for all of its ob- ligations under this Agreement. 10.8 Hiring of Employees. During the Term and for one year thereafter, neither party shall hire any currant em- ployee (the "Emplayee'� of the other party (the' Emploon6g Paroo who is performing Services in connection with this Agreement. In the event of a breach of this Section, the breaching party shall pay the non -breaching patty as liqui- dated damages, and not as a penalty, the equivalent of the compensation to be paid to the Employee by the breaching party for the Employee's fust twelve (12) months of work. The breaching party shall immediately notify the Employing Party of the hire, and payment is due within thirty (30) days of the breach. The foregoing shall not prohibit a party, how- ever, from hiring an Employee when the Employee provides such party with written permission expressly authorizing such hire. p9. 6 Doc ID: 477d69bf5le402564aa6dl26b1781867f831b98e 10.9 Force Majeure. Except for the payment of any fees by Company, if the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. 10.10 Assitmment and Transfer. Neither the Agreement nor any rights or obligations under the Agreement may be assigned or otherwise transferred by Company, in whole or in part, whether voluntary or by operation of law. The Agreement and the rights and obligations of Aluvii under the Agreement may be assigned and/or delegated, without the consent of Company, by Aluvii (i) to any entity which is a wholly-owned subsidiary or parent of Aluvii, to an entity which survives a merger to which Aluvii is a party, or to an entity which acquire, all or substantially all of the assets of Aluvii or substantially all of Aluvii's interests in the product suite which contains the Service, and (ii) to Aluvii's affili- ates) and/or third party subcontractors and vendors, pro- vided no such delegation under subsection 10.10(ii) shall re- lieve Aluvii from its responsibility or obligations under the Agreement. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. 10.11 Counteroarts: Electronic Transmission, This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduc- tion of this Agreement may be executed by one or more par- ties hereto, and an executed copy of this Agreement may be delivered by one or mon: parties hereto by facsimile or sim- ilar electronic transmission device. IN WITNESS THEREOF, the parties have caused this Soft- ware Subscription Agreement to be executed by their duly authorized representatives as of the Effective Date. ALUV[I, INC Hy Name: Robert Brinton Title: CEO Date: 11/27/2018 p9. 7 Doc 10:477d69bf51e402564aa6d126bl781867f831b98e P9. 8 Doc ID:477d69bf51e402564aa6dl26b1781867f831Me Exhibit A This Exhibit A to the Software Subscription Agreement more fully sets forth the terns and conditions of that certain Software Subscription Agreement, dated. by and between ALUVII, INC., a Delaware corporation (` AlnWrl, and City of Round Rock . (the "Company' and such Software Subscription Agreement, the "Agreement"). 1. Start Date of the Services IVII2018 2. Services The Services shall include the Website Services, Other Services Restricted Services and use of the Park Management Software, Software and Proprietary Content as set forth in the Agreement. 3. Term Unless terminated in accordance with the Agreement, the term shall be a period of 12 months 4. Fees • Set Up Fee — [Refer to Exhibit 8] • Subscription Fee — A fee per month with respect to each Company User or other authorized user for each Company location (i.e., project, amusement park, fun center, facility or development) as set forth more fully orn_Exhibit H, attached hereto. • Additional Fees — Any additional fees not included here shall be set forth in a Statement of Work or other- wise mutually agreed upon by the parties. S. Other Data Migration Fee— [50.00] Email Scads — [$0.00] per email sent billed monthly. P9. 9 Doc ID; 477d69bf51e402564aa6dl26b17818671831b98e EichlWt.8 List of Company Locations, Start Dates, Schedule and Fees Location Start Date Subscription Fee plus one time setup fee Dates License is Active City fR u 12/1/1$ SB,SaU+,$250 11/1/]8-12/1/2019 Totals: 10nc timeeup_fee o� $1ZS4 p1is_1185¢O �qr yearly:obscription fee] p9. 10 Doc ID: 477d69bfS1e402564aa6dl26bl781867f831b98e Fidelity I A Swipe Ahead MERCHANT PROCESSING APPLICATION Agent Name: Larry Wieder 0■ NEW ACCOUNT El ADDITIONAL LOCATION -Existing MID #: BUSINESS INFORMATION: Business Corporate Name City of Round Rock, Texas Business DBA Rock IN River Water Park Location Address 3300 E Palm Valley Blvd City Round Rock I State TX IZip78665 Mailing Address 221 E. Main St. City Round Rock [State TX IZip 78664 Phone #5123413357 [ Fax # ITollFree # Website Address www. round rocktexas. gov I Email addressjarthur@roundrocktexas.gov Ownership Type: ❑Corporation ❑Partnership ❑Sole Proprietor Business Start Date 12/3/2018 [Tax ID # (9 digits) ] a❑®fl❑El 7Ela❑ El ns Account DDA # 456891410 jBank Routing # 111000614 ❑ Voided check submitted Description of Goods/Services Sold Water park and aquatic operations, ticket, rental and concession sales. Average days between transaction and delivery Do you drop ship? ❑ yes G) no For how many days is your refund polity? SIGNER I ORMATION: Signer N e Title Si r Home Address ity j State Zip Signer Home Phone If Cell # So\clal Security # + Date of Birth Do you currently accept AMEX? Additional Services ❑Yes Exist ,gAmerican Express Account Number ❑ACH ❑ Check21 NNo Would you like to apply for anew AMEX account? ❑ yes ❑ no 0Gift/Loyalty Cards Do you accept EBT? yes no please provide EBT # CREW CHECK CONSFNT: BY SIGNINGBELOW.I THE UNDERSIGNED REPRESENT THAT I HAVE READ AND AM AUtNORIZEO TO LGN ANG SUBMIT THIS APPLICATION ON IEHALF OF THE BUSINESS IDENTIFIED ABOVE AND AU. INFORMATION 1 HAVE PROVIDED HEREIN IS TRUE, COMPLETE, AND ACCURATE, I AUTHORIZE FIDELITY PAYMENT SERVICES TO Cm1ECTSTORE AND DISCLOSE THE INFORMATION IN THIS APPUCA TION AND INFORMATION ABOUT ME PERSONALLT, INCLUDING BY REQUESTING REPORTS FROM CONSUMER REPORTING AGENCIES IN CINDER TO ASSESS THIS APPLICATION AND FTS ONGOINO RELATIONSHIP WITH MT BUSINESS. IAAPRINTERA UNDERSTAND THAT AS PEA THE CARD ASSOCIATION REGULATIONS, IF I ACCEPT CREDIT CARDS ON A'CARO PRESENT'EISVIRONMENT, AM REQUIRED TO HAVE MANUAL IMPRINTER FOR IN- STANCES WHERE ACARD WILL NOT SWIPE AND THE CARD DETAILS HAVE TO BE xETEDIN. I AM ALSO AWARE THAT FCAN OBTAIN AN IMPRINTER FROM FIDELITY PAYMENT SERVICES AND IT SMT RESPONSWUrr TO REQUEST ONE IF NEEDED. ACH CONSENT; BY SIGNING BELOW, I AUTHORIZE FIDELITY PAYMENT SERVIrES TO OEBIT VIA ACH THE DESIGNATED ACCOUNT, AS SPEOFIID ELSEWHERE IN THIS APPLICATION, OR ANY OTHER ACCOUNT MY BUSINESS OR I HAVE AT THE BAN. $11.111. ELSEWHERE IN TRIS APPUCA-ION OR AT ANY OTHER fINANCIAL INSTTTUBON FOR ANY AMOUNT I OWE FIDEUTY PAYMENT SERVICES UNDER THIS AGREEMENT ON UNDER ANY OTHER r.,1NTRACT, NOTE, GUARANTY, INSTRUMENT OR DEAUNG OF ANY RIND NOW EXISTING OR LATER ENTERED INTO BETWEEN MY BUSINESS OR MYSELF AND FIDELITY PAYMENT SERVICES. wHErNER SUCH OBUGAnaws DIRECT INDIRECT PRIMMY No CONDARY, FIXED, CONTINGENT, JOINT OR SEVERAL. IN THE EVENT FIDELITY PAYMENT SERVICES DEMAND. SUMS DUE OR SUCH ACH DOES NOT FULLY REIMBURSE FIDE. TY PAYMENT SERVICES FOR THE AM.'. UNT OW rn. $ W ILL IMMEDIATELY PAT FIDELITY PAYMENT SERVICES SUCH AMOUNT. TERMS AND CONDITIONS: 4 HAVE READ, UNDERSTOOD AND AGREE T;;THE TEP AND ITONS APPLICABLE TO A MERCHANT POSTED TODAY AT THE fIDEUtY PAYMENT SERVICES WEBSITE W WW.FIGEUTYPAVMENT.MMRtRMUWOCCNOITIO!y}.y,+�RftWt ty�, ASSW ORD Idehiv-APAPIRCOPYOF SUCH TERMS AND CONOMONS ISAVAILABLE TO YOU UPON REQUEST, Date: Print Name: r A I 442 South Fifth Street Or Brooklyn, NY 11211 • Tel: 1-888-847-2627 B www.fidelitypayment,com Fidelity Payment Services is a rcgkstered ISD/MSP of Wel s Fargo Bark. NA, Walnut Creek, CA -Member FDIC and US Bank Minw apohs, MN o ZOC9 Fidelity Payment Services 0 w LL J CL LA V Z L/5 lL V 0 12' a Z 11J } d Q LU U Z I� Q .eu.aNru:.��I'ITLSF CONFIFtMATION PAGE PROCESSOR Name: First Data Merchant Services INFORMATION: Address: 1307 Wait Whitman Road, Melville, NY 11747 URL: Customer Service#: 1-800-858-1166 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with TeleCheck.The following information summarizes portions ofyourAgreement in order to assist you in answering some of the questions we are most commonly asked. I. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard, Visa, Discover and PayPal. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 25 of the Program Guide). 2. We may debit your bank account (also referred to as ,your Settlement Account) from time to time for amounts owed to us under the Agreement, 3. There are many reasons why a Chargebaek may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed discussion regarding Chargebacks see Section 14 of the Your Payments Acceptance Guide or see the applicable provisions of the TeleChcck Services Agreement. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing or within 30 days of the date of a TeleCheck transaction. 3. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 27, 37.3, and 39. 10 of the Card General Terms; or Section 1.14 of the TeleCheck Services Agreement 6. We have assumed certain risks by agreeing to provide you with Card processing or check services Accordingly: we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 30, Term; Events of Default and Section 31, Reserve Account, Security Interest:, (see TeleCheck Services Agreement in Sections 1 1, 1.3 2, 1.3 9, 1 6), under certain circumstances 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. S. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term. you will be responsible for the payment of an early termination fee as set forth in Part IV, A.3 under "Additional Fee lnforma-.ion" and Section I of the TeleCheck Services Agreement 9. If you lease equipment from Processor, it is important that you review Section 1 in Third Party Agreements. Bank is not a party ui this Agreement THIS IS A NON-CANCEL.ABLF I EASE FOR THE FULL TERM INDICATED 10. Card Organization Disclosure Visa and MasterCard Member Bank Information:Wells Fargo Bank N.A. The Bank's mailing address is 1200 Montego, Walnut Creek, CA 94598, and its phone number is (925) 746-4143 Important Member Bank Responsibilities: Important Merchant Responsibilities: a) The Bank is the only entity approved to extend acceptance of Visa and MasterCard products directly to a merchant b) The Bank must be a principal (signer) to the Agreement c) The Bank is responsible for educating merchants on pertinent Visa and MasterCard rules with which merchants must comply, but this information may be provided to you by Processor d) The Bank is responsible for and must provide settlement funds to the merchant. e) The Bank is responsible for all funds held in reserve that are derived from settlement 0 The Bank is the ultimate authority should a merchant have any problems with Visa or MasterCard products (however, Processor also will assist you with any such problems) Print Client's Business Legal Name: a) Ensure compliance with Cardholder data security and storage requirements b) Maintain fraud and Chargebacks below Card Organization thresholds c) Review and understand the terms of the Merchant Agreement d) Comply with Card Organization Rules and applicable law and regulations e) Retain a signed copy of this Disclosure Page. f) You may download "Visa Regulations" from Visas website at. hllpsWusa,visa.com/support/mer ham. htmI g:- You may download "MasterCard Regulations from MasterCards webstie at /nvwwma ar , o m a su 1 .h h) You may download "American Express Merchant Operating Guide from American Express website at wwwramericancxnTesS,CO"VMCTChOnIO12gULdC By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version OmahaWF I 904(ia)] consisting of 52 pages [including this Confirmation Page and the applicable Third Party Agreem ent(s)]. Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client's Application will be processed. NO ALTERATIONS OR STRIKEOUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED. Client's Business Principal: Signature (Please sign below): I _ .r /d' Title Date Please Print Name of Signer OmahaWF1904(la) GOA Name: _ 9. SIGN Merchant 4: . Page 6 of 6 Client certifies that all Information set forth In this completed Merchant Processing Application is true and correct and that Client has received a copy of the Program Guide and Confirmation Page, which is part of this Merchant Processing Application (consisting of Sections 1-9), and by this reference Incorporated herein. Client acknowledges and agrees that we, our Affiliates and our third party subcontractors andlor agents may use automatic telephone dialing systems to contact Client at the telephone number(s) Client has provided in this Merchant Processing Application andlor may leave a detailed voice message in the event that Client Is unable to be reached, even if the number provided is a cellular or wireless number or if Client has previously registered on a Do Not Call list or requested not to be contacted Client for solicitation purposes. Client hereby consents to receiving commercial electronic mail messages from us, our Affiliates and our third party subcontractors andlor agents from time to time. Client further agrees that Client will not accept more than 20% of its card transactions via mail, telephone or Internet order. However, if your Application Is approved based upon contrary Information stated In Section B, Transaction Information section above, you are authorized to accept transactions In accordance with the percentages Indicated in that section. This signature page also serves as a signature page to the Equipment Lease Agreement, and the TeleCheck Services Agreement appearing In the Third Party Section of the Program Guide, if selected, the undersigned Client being the "Lessee" for purposes of such Equipment Lease Agreement and/or "You" and "Your" for the purposes of the TeleCheck Services Agreement. By signing below, each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to verity the information contained In this Application and to request and obtain from any consumer reporting agency and other sources, Including bank references, personal and business consumer reports and other Information and to disclose such information amongst each other for any purpose permitted by law. If the Application is approved, each of the undersigned also authorizes us, our Affiliates and our third party subcontractors and/or agents to obtain subsequent consumer reports and other Information from other sources, Including bank references, in connection with the review, maintenance, updating, renewal or extension of the Agreement or for any other purpose permitted by law and disclose such Information amongst each other. Each of the undersigned furthermore agrees that all references, Including banks and consumer reporting agencies, may release any and all personal and business credit financial information to us, our Affiliates and our third party subcontractors andlor agents. Each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to provide amongst each other the Information contained In this Merchant Processing Application and Agreement and any information received subsequent thereto from all references, Including banks and consumer reporting agencies for any purpose permitted by law. It is our policy to obtain certain Information In order to verify your Identity while processing your account application. As part of our approval, processing services, continuing fraud prevention and account review processes, the undersigned consents to the use of Information gathered online or that you submit to us, and/or automated electronic computer security screening, by us or our third party vendors. Client authorizes FDMS and Bank and their affiliates to debit Client's designated bank account via Automated Clearing House (ACH) for costs associated with equipment hardware, software and shipping. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part S00 at seq. and other laws enforced by the Office of Foreign Assets Control (OFAC). Client certifies, under penalties of perjury, that the federal taxpayer Identification number and corresponding filing name provided herein are correct. Client agrees to all the terms of this Merchant Processing Application and Agreement. This Merchant Processing Application and Agreement shall not take effect until Client has been approved and this Agreement has been accepted by FDMS and Bank. Client's Business Princip O ' tignature X Title (Servicers): For First Data Merchant Services LLC +� (: and Wells Fargo Bank, M.A., Print Name of Signer_ G' T Date /� i Ci (a member of Visa USA, Inc. and MasterCard International, Inc.) Signature X Title Print Name of Signer Date x Signaturee Signature X Title Print Name of Signer Date TELECHECK ACH AUTHORIZATION ACH Debit and Credit Authorize on, arizes Its Financial Institution to pay and charge to its a Agreement and to accept all credits and debits made to Its a Check via electronic fu n Agreement. This authorization shall remain in effect until (30) thirty days after Ing. Signature X Signature on TeleCheck Account for ACH Print Name/Title: mmTnfrs-) due TeleCheck under this TeleCheck with TeleCheck's services under this TeleCheck Date Personal Guarantee: In exchange for First Data Merchant Services LLC, Wells Fargo Bank, N.A., Is member of Visa USA, Inc. and MasterCard International, Inc), and TeleCheck Services, Inc. (the Guaranteed Parties) acceptance of, as applicable, the Agreement, andlor the Equipment Lease Agreement and/or the TelaCheck/TRS Services Agreement, the undersigned unconditionally and Irrevocably guarantees the full payment and performance of Client's obligations under the foregoing agreements, as applicable, as they now exist or as modified from time to time, whether before or after termination or expiration of such agreements and whether or not the undersigned has received notice of any amendment of such agreements. The undersigned waives notice of default by Client and agrees to Indemnity the Guaranteed Parties for any and all amounts due from Client under the foregoing agreements. The Guaranteed Parties shall not be required to first proceed against Client to enforce any remedy before proceeding against the undersigned. This Is a continuing personal guaranty and shall not be discharged or affected for any reason. The undersigned understands that this Is a Personal Guaranty of payment and not of collection and that the Guaranteed Parties are relying upon this Personal Guaranty In entering Into the foregoing agreements, as applicable. Personal Guarantee Signature X Print Name: Date Personal Guarantee Signature X Print Name: Date VHELLOSIGN TITLE FILE NAME DOCUMENTID STATUS Document History SENT -L SIGNED G CQMPLETED Audit Trail Hound Rock Aluvii Software S...413732xA08F8).pdf 477d69bf51e402564aa6d126b1781867f831b98e Completed 11126/2018 Sent for signature to Robert Brinton (robert@aluvii.com) 23:19:11 UTC from stephaniem@aluvii.com IP: 216.160.246.114 11/27/2018 Viewed by Robert Brinton (robert@aluvii.com) 07:24:21 UTC IP: 76.27.80.21 11/27/2018 Signed by Robert Brinton (robert@aluvii.com) 07:24:57 UTC IP: 76..27.80.21 11/27/2018 The document has been completed. 07:24:57 UTC City of Round Rock 111ODUNROCK Agenda Item Summary Agenda Number: Title: Consider executing a Software Subscription Agreement with Aluvii, Inc. for park management software services. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 11/30/2018 Dept Director: Heath Douglas Cost: $9,750.00 Indexes: General Fund Attachments: Aluvii Price Proposal_RoundRock-1, Round_Rock-robert_aluvii Agreement Department: Information Technoloqv Text of Legislative File CM -2018-1940 Aluvii provides a software designed specifically to manage the unique needs of a water park. This solution will manage online day pass ticket sales, online party packages with extra fee options, will call, membership sales, group sales, entry validation and provide the front end for payment processing. Aluvil is also able to integrate with RFID technology for entry and payment management. The solution will be implemented at the Rock `N River Water Park, Micki Krebsbach Pool and Lake Creek Pool. Cost. $9,750 Source of Funds: FY2018 Tech Fund City of Round Rock Page i ,1 Pdated on 11/29/2018