CM-2023-255 - 10/27/2023
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
SOFTWARE SERVICES ORDER FORM AND AGREEMENT
This Software Services Order Form and Agreement (this “Agreement”) is between Blazestack Inc., a Texas
corporation with mailing address of POB 160266, Austin, TX 78716 (“Blazestack”), and the “Customer” identified
immediately below.
CUSTOMER INFORMATION:
Round Rock Fire Department
(“Customer”) with offices at:
203 Commerce Blvd Round Rock, TX 78664
512-516-3258
SERVICE FEE AND TERM:
SERVICE, SERVICE LEVEL,
USER-SEATS & CASE
VOLUME,
INITIAL ANNUAL
SERVICE FEE & TERM
EFFECTIVE DATE &
DUE DATE RENEWAL DATE
Fire Investigation
Case Management Software
Gold Plan
User-Seats: 9
Annual Case Volume: 50
$3,000 for 12-month term 09/01/2023
08/31/2024; automatic
annual renewal unless
Customer provides
Blazestack 30 days prior
written notice of non-
renewal
STANDARD SUPPORT:
Blazestack will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours
of 9:00 am through 5:00 pm Central time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a
helpdesk ticket during Support Hours by calling (855) 735-6673 or any time by emailing support@blazestack.com.
Company will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
SERVICE INFORMATION:
Service Fee includes implementation, support and 50 GB of Case Media Storage. (Additional case media storage capacity can
be added at a cost of $250/year per each additional 250 GB. Blazestack will provide notice when storage capacity reaches
50%.)
CM-2023-255
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
This SaaS Services Agreement (“Agreement”) is entered into on the “Effective Date” listed above, between
Blazestack, and the Customer listed above (“Customer”).
This Agreement consists of the above Order Form, as well as the attached Terms and Condition s and contains,
among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect
to any different terms of any related purchase order or similar form provided by Customer.
BLAZESTACK: CUSTOMER:
________________________________ ________________________________
Name: Randy Elmore Name: City of Round Rock
Title: CEO Title:
Email: randy@blazestack.com Email:
TERMS OF SERVICE
This Terms of Service is between Blazestack Inc., a Texas corporation (collectively, “Blazestack”), and the entity
identified on the applicable Order Form (“Customer”). The Agreement is effective as of the date the last party signs
the applicable Order Form (“Effective Date”).
1. DEFINITIONS
Capitalized terms have the meanings described in this
section or in the body of the Agreement.
“Agreement” means this Terms of Service and all
Order Forms.
“Annual Case Volume” means maximum number of
Cases entered into the system by Customer’s Users
per year.
“Case” means one individual incident at a specific
location.
“Customer Data” means all electronic data or
information that Customer submits to the Service.
“Order Form” means a Blazestack ordering document
that references this Terms of Service, whether online
or via a separate form.
“Report” means any report, analysis, content, survey,
opinion, photo, technique, hypothesis, finding, study
relating to any fire investigation prepared by
Customer and/or User.
“Service” means Blazestack’s proprietary fire
investigation software accessible through the internet,
that is intended for use in the investigation of fire.
“Term” means the period of Customer’s subscription
to the Service as specified in an Order Form, unless
terminated earlier under Section 7 (Term and
Termination).
“Third-Party Products” means any products or
services not developed by Blazestack.
“User” means a single, unique authorized individual
of the Customer that uses the Service on Customer’s
behalf.
“User-Seat” is a license for one User to use the
Service.
2. SERVICE AND SUPPORT
2.1. Provision of Service. Blazestack shall provide
Customer with access to the Service for the number
of User-Seats specified on the Order Form during the
Term, or if not specified a reasonable amount of
Users in the sole discretion of Blazestack. User-Seats
purchased but not utilized during the Term are not
eligible for refunds.
Laurie Hadley
lhadley@roundrocktexas.gov
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
2.2. Use of Service. Customer shall use the Service
and the data generated by the Service only for fire
investigation purposes.
2.3. System Requirements. Customer shall meet the
minimum system requirements for access to the
Service, currently set forth at the end of this
Agreement but subject to updating by Blazestack on
a reasonable basis.
2.4. Third-Party Products. Blazestack may offer
Customer the ability to use Third Party Products with
the Service, subject to Customer’s agreement with
any applicable terms and conditions for those Third-
Party Products.
3. RESPONSIBILITES AND RESTRICTIONS
3.1. Blazestack Responsibilities. Blazestack shall: (i)
provide Customer with access to the Service in
accordance with this Agreement and all applicable
laws; and (ii) provide the Service with a minimum of
99.0% Uptime during any calendar month, except
Blazestack shall have 2 days to restore availability
after any downtime. “Uptime” means the availability
of the Service, excluding lack of availability due to
Customer or third-party causes, downtime for
maintenance, or a Force Majeure Event.
3.2. Customer Responsibilities. Customer shall:
(i) ensure Users to comply with this Agreement; (ii)
ensure that any firewalls or other security measures
are properly configured to allow Blazestack internet
traffic on the necessary IP addresses and ports;
(iii) whitelist any and all *.blazestack.com domains
and *@blazestack.com email addresses, and disable
any ad blockers, pop-up blockers, content filters, or
any other technologies that may interfere with
Blazestack security or User usability, in order to
enable proper functioning of the Service; (iv)
cooperate with Blazestack so that Blazestack can
provide the Service; (v) be responsible for the
Customer Data including the accuracy and legality of
the Customer Data; (vi) use reasonable efforts to
prevent unauthorized access or use of the Service and
promptly notify Blazestack if Customer discovers
any unauthorized access or use; (vii) use the Service
in accordance with this Agreement and applicable
laws; and (viii) create Reports in accordance with
industry standards.
Furthermore, the Customer is responsible for the
results of the use of the Service, including any and all
Reports, and hereby acknowledges to the Company
that (a) Customer is solely responsible for any such
use of Report and (b) the Company is not certifying
or validating any portion of the Report.
3.3 Restrictions. Only Users may use the Service and
only with the account credentials issued to that User.
Users may not share their account credentials.
Customer shall not, and shall not permit any third
party to: (i) use the Service except as expressly
authorized under this Agreement; (ii) interfere with
or disrupt the integrity or performance of the Service;
(iii) rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer or otherwise make the
Service available; (iv) remove any title, trademark,
copyright, or restricted rights notices or labels from
the Service; (v) modify or create a derivative work of
the Service or any portion of the Service; or (vi)
reverse engineer, disassemble, decompile, decode,
adapt or otherwise attempt to derive or gain access to
the source code, object code or underlying structure
or algorithms of the Service; (vii) access or attempt to
access or use the Services for purposes of
competitive analysis of the Services or the
development, provision, or use of a competing
software service or product.
4. FEES
4.1. Fees. Customer shall pay all fees specified in all
Order Forms (“Fees”). Fees are quoted and payable
in United States dollars and are non-refundable,
except as described in Section 7 (Term and
Termination). Acceptable forms of payment are
limited to credit card, ACH, wire transfers and
physical check, provided that Blazestack may change
acceptable forms of payment upon thirty (30) days
notice to the Customer.
4.2. Taxes. Fees are exclusive of all taxes, including
any applicable sales, excise, or use taxes (“Taxes”).
Customer shall pay any Taxes directly or to
Blazestack, as required by law. If Customer is
exempt from paying Taxes, Customer shall provide
Blazestack with a valid tax exemption certificate.
4.3. Invoicing and Payment. Blazestack shall invoice
Customer according to the terms on the Order Form.
Unless the Order Form states otherwise, Fees are due
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
upon receipt of invoice (the “Due Date”). Customer
shall provide Blazestack with complete and accurate
billing and contact information and promptly notify
Blazestack of any changes throughout the Term.
4.4. Overdue Fees. If Blazestack does not receive all
Fees by the applicable Due Date, Blazestack may
charge a late fee on the unpaid balance at the lesser of
1.5% per month or the maximum lawful rate, starting
from the date the payment was due until the date
paid. Customer shall also reimburse Blazestack for
all reasonable costs incurred in collecting any
amounts not paid when due, including any attorneys’
fees. Blazestack reserves all rights and available
remedies to collect overdue Fees from Customer,
including but not limited to suspending Customer’s
access to the Service until all Fees are paid.
5. CONFIDENTIALITY
5.1. Definition. “Confidential Information” means
oral, electronic, or written information disclosed by a
party that is designated confidential or that a
reasonable person would know it was confidential
based upon the nature or content of the information
or the circumstances of its disclosure.
Blazestack Confidential Information includes, but is
not limited to, information pertaining to the features,
functionality, any testing, and performance of the
Service, pricing, and this Agreement. Confidential
Information does not include information that: (i) is
now or becomes generally known or available to the
public without breach of this Agreement by the
receiving party (the “Recipient”); (ii) was acquired
by the Recipient without restriction on its use or
disclosure before the information was received from
the disclosing party (the “Discloser”); (iii) is obtained
by the Recipient without restriction on its use or
disclosure from a third party authorized to make the
disclosure; or (iv) is independently developed by the
Recipient without using or referring to the
Discloser’s Confidential Information.
5.2. Protection of Confidential Information. The
Recipient may only use the Discloser’s Confidential
Information in relation to this Agreement. The
Recipient shall maintain the confidentiality of the
Discloser’s Confidential Information with at least the
same degree of care that it uses to protect its own
confidential and proprietary information (including
but not limited to maintaining reasonable
administrative, physical, and technical safeguards)
and no less than a reasonable degree of care. Each
party has the right to seek an injunction (without
having to post a bond) to prevent any breach or
continued breach of this section.
5.3. Compelled Disclosure. If the Recipient is
required by law or a valid court or government order
to disclose any of the Discloser’s Confidential
Information, then (to the extent permitted under law)
the Recipient shall promptly notify the Discloser in
writing of the required disclosure so that the
Discloser may seek to protect its Confidential
Information. The Recipient shall cooperate with the
Discloser in seeking such protection.
6. PROPRIETARY RIGHTS
6.1. Customer Ownership and Licenses. Customer
owns all rights, title and interest in and to Customer
Data and Reports. During the Term, Customer grants
Blazestack a worldwide, non-exclusive, royalty-free,
non-sublicensable (except as needed to provide the
Service), non-transferable (except as described in
Section 11.5 (Assignment)) right to access and use
the Customer Data to provide the Service to
Customer and to monitor and improve the Service.
Customer shall back up Customer Data during the
Term and may not have access to the Customer Data
via the Service after the Term.
6.2. De-Identified Data. Blazestack may collect,
develop, create, extract, compile, synthesize, analyze
and commercialize statistics, benchmarks, measures
and other information based on Aggregated Data
(collectively, “De-Identified Data”). De-Identified
Data will be owned solely by Blazestack and may be
used for any lawful business purpose. “Aggregated
Data” means Customer Data that is: (i) anonymized
and not identifiable to any person or entity; (ii)
combined with the data of other customers or
additional data sources; and (iii) presented in a way
which does not reveal Customer’s identity.
6.3. Feedback. If Customer provides Feedback,
Customer grants to Blazestack a worldwide,
perpetual, irrevocable, sub-licensable, royalty-free,
transferable license to use the Feedback in the
Service and any intellectual property Blazestack
develops. “Feedback” means recommendations,
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
suggestions, enhancement requests or any ideas,
technology, developments, derivative works or other
intellectual property related to the Service or
Blazestack.
6.4. Reservation of Rights. Blazestack and its
licensors reserve all right, title and interest in and to
the Service, including all related intellectual property
rights, subject to the limited rights expressly granted
in this Agreement. No other rights are granted to
Customer by this Agreement.
7. TERM AND TERMINATION
7.1. Term. The Term begins on the Effective Date
and ends on the Termination Date. “Termination
Date” means the earlier date of: (i) the expiration or
termination of all Order Forms under this Agreement;
or (ii) termination of this Agreement under this
section.
7.2. Automatic Renewal. All subscriptions will renew
for an additional 1-year term (“Renewal Term”) at
the prevailing list price at the time of such renewal
unless either party receives written notice of an intent
not to renew at least 30 days before the end of the
Term or Renewal Term.
7.3. Termination for Cause. A party may terminate
this Agreement or any applicable Order Form: (i) if
the other party is in material breach of this
Agreement and fails to cure the breach within 30
days of receiving written notice from the non-
breaching party; or (ii) if the other party becomes the
subject of a petition in bankruptcy or any proceeding
relating to insolvency, receivership, liquidation or
assignment for the benefit of creditors. If Customer
terminates due to Blazestack’s breach, Customer’s
exclusive remedy is a pro-rata reimbursement of
prepaid Fees covering the remainder of the Term
after the Termination Date. If Blazestack terminates
due to Customer’s breach, Customer will pay any
unpaid Fees covering the remainder of the Term after
the Termination Date. Termination under this section
will not relieve Customer of its obligation to pay any
Fees owed for the period prior to the Termination
Date.
8. WARRANTIES AND DISCLAIMERS;
INDEMNIFICATION
8.1. Mutual Warranties. Each party represents that it:
(i) has the legal power to enter into this Agreement;
(ii) will comply with all applicable laws in
relationship to the provision and use of the Service
during the Term; and (iii) will use reasonable efforts
to avoid transmitting to the other party any harmful
or malicious code, files, scripts, agents or programs.
8.2. Warranty Disclaimer. Blazestack does not make
any representations that the functions performed by
the Service will meet all of Customer’s requirements,
that the operation of the Service will be uninterrupted
or error free, that all defects in the Service will be
corrected, or that the Service will be available in all
languages or all countries.
THE SERVICE IS PROVIDED “AS IS.” EXCEPT
AS EXPRESSLY PROVIDED HEREIN,
BLAZESTACK MAKES NO WARRANTIES OF
ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND
SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED
TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT
OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. SPECIFICALLY, THIRD
PARTY CONTENT AND TEST FEATURES ARE
PROVIDED “AS IS,” EXCLUSIVE OF ANY
WARRANTY. EACH PARTY DISCLAIMS ALL
LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY HARM OR DAMAGES
CAUSED BY ANY THIRD PARTY
NETWORKING OR HOSTING PROVIDERS OR
THIRD PARTY PRODUCTS.
8.3 Indemnification. Customer shall indemnify,
defend, and hold harmless the Company and its
officers, directors, employees, agents, successors, and
assigns against all losses arising out of or resulting
from any third party claim, suit, action, or proceeding
related to or arising out of or resulting from
Customer’s (or its User’s) (i) material breach of any
representation, warranty, covenant, or obligation
under this Agreement or (ii) for all matters related to
any Report.
9. LIMITATION OF LIABILITY
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
9.1 Limitation of Liability. IN NO EVENT WILL
EITHER PARTY’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF
LIABILITY, EXCEED THE TOTAL AMOUNT
PAID BY CUSTOMER HEREUNDER IN THE 12
MONTHS PRECEDING THE INCIDENT GIVING
RISE TO THE LIABILITY. THE FOREGOING
LIMITATIONS WILL NOT APPLY TO
CUSTOMER’S PAYMENT OBLIGATIONS OR
CUSTOMER’S WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE, OR CUSTOMER’S
INDEMNIICATION OBLIGATIONS
9.2. Exclusion of Consequential and Related
Damages. IN NO EVENT WILL EITHER PARTY
HAVE ANY LIABILITY TO THE OTHER PARTY
FOR ANY LOST PROFITS OR REVENUES OR
FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, COVER OR PUNITIVE
DAMAGES, HOWEVER CAUSED, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER THE
PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING WILL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW.
10. US. GOVERNMENT MATTERS
10.1. Terms for U.S. Government Customers. This
section applies only to Customers that are U.S.
government entities subject to the cited regulations
(“U.S. Government Customers”). The Service is a
“commercial item” (as defined in 48 C.F.R. 2.101)
and involves the use of “commercial computer
software” and “commercial computer software
documentation” (as used in 48 C.F.R. 12.212). All
U.S. Government Customers acquire subscriptions to
the Service only as a “commercial item” and only
with those rights that are granted to all other end-
users pursuant to the terms and conditions of this
Agreement, consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.72021 through 227.72024.
11. GENERAL TERMS
11.1. Dispute Resolution; Governing Law; Forum.
The parties shall first attempt to resolve any dispute
through mediation. The parties shall jointly select a
mediator and shall participate in good faith in the
mediation process. The costs of the mediation
process shall be shared equally by the parties. The
mediation shall take place in Texas. If the dispute is
not resolved through mediation within 90 days, either
party may proceed to court to seek resolution. The
laws of the State of Texas govern this Agreement.
Venue for any disputes that proceed to legal action
shall take place in Travis County, Texas.
11.2. Notices. Notices under this Agreement must be
in writing and will be considered given upon: (i)
delivery by traceable courier or mail (delivery
confirmation/ return receipt requested); or (ii) the
second business day after sending by email. Notices
to Blazestack should be sent to
notice@blazestack.com. Billing notices and notices
relating to this Agreement will be sent to the contacts
designated by Customer on the Order Form.
11.3. Customer References. During the Term,
Blazestack may include Customer’s name, logo and
success stories in Blazestack’s website, press
releases, promotional and sales literature, and lists of
customers.
11.4. Force Majeure. Neither party will be
responsible for failure or delay of performance if
caused by an event outside the reasonable control of
the obligated party, including but not limited to an
electrical, internet, or telecommunication change or
outage not caused by the obligated party; government
restrictions; or illegal acts of third parties (“Force
Majeure Event”). Each party will use reasonable
efforts to mitigate the effect of a force majeure event.
11.5. Assignment. Neither party may assign any of its
rights or obligations under this Agreement without
the other party’s prior written consent (not to be
unreasonably withheld), except either party may
assign this Agreement in its entirety without the other
party’s consent to its affiliate or as part of a merger,
acquisition, corporate reorganization, or sale of all or
substantially of all its assets.
11.6. Relationship of the Parties. The parties are
independent contractors. This Agreement does not
create a partnership, franchise, joint venture, agency,
Blazestack Inc.
907 Ranch Rd 620 S # 302, Lakeway, TX 78734
hello@blazestack.com
(855) 735-6673
CONFIDENTIAL
Last updated: May 22, 2023
fiduciary or employment relationship between the
parties.
11.7. Waiver. No failure or delay by either party to
exercise any right under this Agreement will
constitute a waiver of that right, unless expressly
stated in this Agreement.
11.8. Severability. If any provision of this Agreement
is held by a court of competent jurisdiction to be
invalid or unenforceable, the provision will be
modified to the minimum extent necessary to make it
enforceable. The provision will be disregarded only if
such modification is not possible or is prohibited by
law. The remaining provisions of this Agreement will
remain in effect.
11.9. Order of Precedence. If there is a conflict or
inconsistency between any Order Form and this
Agreement, the Order Form will control.
11.10 Entire Agreement; Amendment. This
Agreement, including the Software Services Order
Form, constitutes the entire agreement between the
parties with respect to the subject matter set forth
herein, and supersedes all prior and contemporaneous
agreements, proposals, or representations, written or
oral, concerning its subject matter. No terms,
provisions, or conditions of any purchase order,
acknowledgement, check, or other business form that
Customer may use in connection with the acquisition
or licensing of the Service or Software will have any
effect on the rights, duties, or obligations of the
parties under this Agreement, regardless of any
failure of Blazestack to object to such terms,
provisions, or conditions.
To the extent there is any conflict between this
Agreement and the Software Services Order Form, a
Statement of Work, or Exhibit, this Agreement shall
control unless the Subscription Order, Statement of
Work, or Exhibit expressly states otherwise by
setting forth the provisions of this Agreement that are
superseded. As used in this Agreement, the terms
“including,” “include,” and “includes” are not
limiting and shall be deemed to be followed by the
phrase “without limitation.” Use of the terms
“hereunder,” “herein,” “hereby,” and similar terms
refer to this Agreement. No modification,
amendment, or waiver of any provision of this
Agreement shall be effective unless in writing and
signed by both parties hereto.
11.11. Headings. Headings are for reference only and
do not affect the meaning or interpretation of this
Agreement.
11.12. Counterparts. This Agreement may be
executed in one or more counterparts. Each
counterpart is an original. All counterparts together
form one document.
11.13. System Requirements. Customer shall meet
the minimum system requirements for access to the
Service
• Google Chrome™: Version 97 to most
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• Microsoft® Edge®: Version 96 to most
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• Mozilla® Firefox®: Version 96 to most
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• Apple® Safari®: Version 15 to most
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