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HomeMy WebLinkAboutCS Program Admin; PerfectMINDSOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT BETWEEN PERFECTMIND INC. AND CITY OF San Rafael, California DATED: December 15. 2016 TABLE OF CONTENTS PART 1 -DEFINITIONS AND INTERPRETATION...........................................................................................1 PART2 -LICENSE ...................................................................................................................................................3 PART 3 -PROFESSIONAL SERVICES................................................................................................................4 PART4 -FEES AND PAYMENTS.........................................................................................................................6 PART 5 -USE OF THE PLATFORM.....................................................................................................................8 PART 6 -CONTENT, INTELLECTUAL PROPERTY AND PRIVACY.........................................................11 PART 7 -TERM AND TERMINATION..............................................................................................................14 PART8-CONFIDENTIALITY ............................................................................................................................16 PART 9 -WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY............................................17 PART 10 - INSURANCE REQUIREMENTS........................................................................................................19 PART11 ---GENERAL ............................................................................................................................................21 Exhibits: Exhibit A - Platform Use Fees Exhibit B - Statement of Work Exhibit C - Fee Payment Schedule Exhibit D - PerfectMIND Rates for Professional Services Exhibit E - Service Levels Exhibit F - Platform Features and Functionalities Exhibit G - PerfectMIND Privacy Policy SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT entered into as of the day of December 15, 2016 BY AND BETWEEN: PerfectMIND Inc. AND City of San Rafael, California ("PerfectMIND"), a British Columbia ("Customer"), a California Charter City corporation having an office at: corporation having an office at: 110-980 West First Street 1400 Fifth Avenue North Vancouver, British Columbia San Rafael, CA V7P 3N4 WHEREAS PerfectMIND wishes to license to Customer, and Customer wishes to use and license from PerfectMIND, the Platform (as defined herein) on the terms and conditions set out in this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: PART 1—DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, unless the context otherwise requires, capitalized terms will have the meaning assigned to them herein, including the following: (a) "Account" has the meaning set out in §5.7; (b) "Account -holder" means an individual designated by Customer to whom an Account is issued; (c) "Applicable Laws" means all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental agencies; (d) "Claims" means liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred in connection therewith; (e) "Confidential Information" has the meaning set out in §8.1; (f) "Content" means all materials and content, including designs, editorials, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work. (g) "Customer Content" is Content entered, uploaded or inputted into the Platform by or on behalf of Customer; (h) "Customer Data" means information, materials, or data, including Customer Content, entered, uploaded or inputted into the Platform by or on behalf of Customer; (i) "Data Breach" is an incident in which sensitive, protected or confidential data has potentially been viewed, stolen or used by an individual unauthorized to do so. 0) "Enhancement" means enhancements, developments, modifications, updates, additions and improvements made to the Platform, other than New Features and Functions; (k) "Force Majeure" means circumstances beyond a party's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, or hosting service provider failures or delays; (1) "Intellectual Property Rights" means any and all (i) proprietary rights provided under patent law, copyright law, trade -mark law, design patent or industrial design law, semi -conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing; (m) "New Features and Functions" means any update, revision, new version, new module or upgrade of the Platform made available by PerfectMIND from time to time (i) that adds new functions or features to the Platform and (ii) for which PerfectMIND charges a fee to its customers in order to obtain same; (n) "PerfectMIND Privacy Policy" PerfectMIND's current privacy policy is attached as exhibit G, PerfectMIND's privacy policy is also available at httT)://www.i)erfectmind.com/academv/urivacy as amended from time to time; (o) "PerfectMIND Technology" means (i) any concepts, inventions, systems, processes, techniques, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed to, PerfectMIND; and (ii) the Work Product; (p) "Permitted Purpose" means managing and operating Customer's facilities located in the City of San Rafael, California, including customer relationship management, facility bookings, membership sales, point of sale transaction processing and scheduling; (q) "Platform" means the software and supporting hardware platform known as "PerfectMIND" that is owned and operated by PerfectMIND, and that will be made available to Customer as a service under this Agreement via a designated website or websites as may be designated by PerfectMIND, from time to time, together with the related documentation, Content (other than Customer Content and Customer Data) and end user materials delivered therewith; (r) "Professional Services" has the meaning set out in §3.1; (s) "Security Incident" A violation or imminent threat of violation of computer security policies, acceptable use policies, or standard security practices which may lead to a Data Breach; (t) "Statement of Work" has the meaning set out in §3.1; (u) "Term" has the meaning set out in §7.1; and (v) "Work Product" means all improvements, enhancements and derivatives thereto developed by PerfectMIND for the purposes of providing the Professional Services under this Agreement or otherwise and any and all other work products developed by PerfectMIND for the purposes of providing the Professional Services under this Agreement. 1.2 Interpretation. In this Agreement, unless expressly stated otherwise or the context otherwise requires, (a) headings and captions are for convenience only and will not be deemed to explain, limit or modify the provisions hereof, (b) the word "including", when following a general statement or term, is not to be construed as limiting the general statement or term (whether or not used in connection with phrases such as "without limitation" or "but not limited to") and the word "or", when connecting two or more matters, will not imply an exclusive relationship between the matters, (c) a reference to a "person" or "entity" means an individual, corporation, body corporate, firm, limited liability company, partnership, syndicate, joint venture, society, association, trust or unincorporated organization or governmental authority or trustee, executor, administrator or other legal representative, including any successor to that person, (d) a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa, (e) words, phrases and acronyms not otherwise defined herein that have a meaning commonly understood and accepted by persons familiar with the Internet and computing services professionals will be interpreted and understood to have that meaning herein, and (f) in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Exhibits hereto, the terms of the Exhibits hereto will prevail to the extent necessary to resolve such conflict or inconsistency. PART 2—LICENSE 2.1 License. PerfectMIND grants to Customer a non-exclusive, non -transferable, right and limited license, only during the Term, to access and use the Platform for the Permitted Purposes only. All rights not expressly granted to Customer are reserved by PerfectMIND and, if applicable, its licensors. 2.2 Complete Software; Enhancements. Upon completion of the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B, the Platform It with the features and functionalities described in Exhibit E attached to this Agreement will be configured and made available to Customer for access and use by Account -holders. Customer agrees that its entry into this Agreement is not contingent on the delivery of any future functionality or features by PerfectMIND, other than the functionality and features of the Platform described in Exhibit E. PerfectMIND may, from time to time and its sole discretion, update the Platform (including the underlying server software or hardware) or otherwise offer Enhancements, which Enhancements will form part of the Platform being licensed and provided hereunder without further payment by Customer. PerfectMIND will use commercially reasonable efforts to (a) ensure that such Enhancements are compatible with and will not adversely affect or reduce the functionality, performance, availability and accessibility of the Platform, and (b) to the extent that such Enhancements do so adversely affect the Platform and Customer notifies PerfectMIND of same, restore or reinstate the Platform or parts of it causing the adverse effects to its or their status prior to the Enhancement, as soon as may be reasonable and practicable in the circumstances. Notwithstanding any Enhancements or other changes to the Platform, PerfectMIND will maintain the functionality of the Platform so it is always materially equal to or better than the functionality of the Platform as of the date that Customer first commences using the Platform. 2.3 New Features and Functions. PerfectMIND may, from time to time and in its sole discretion, develop and offer New Features and Functions that will not form part of the Platform licensed hereunder and may be provided and licensed separately to Customer for an additional fee. For clarity, in no event will PerfectMIND be obligated to provide any New Features and Functions free of charge. PART 3—PROFESSIONAL SERVICES 3.1 Professional Services. Customer may, from time to time, request PerfectMIND to provide customization and deployment services and other related professional services in relation to Customer's use of the Platform (the "Professional Services") and PerfectMIND may, in its discretion, agree to provide the Professional Services. Upon agreement on the particulars of the Professional Services, including the fees payable by Customer to PerfectMIND for the Professional Services, such particulars shall be included in a statement of work (a "Statement of Work"), which shall be signed by PerfectMIND and Customer, and which shall form a schedule to and be incorporated into and form part of this Agreement. To the extent that there is any inconsistency between any provision in any Statement of Work and the rest of this Agreement, the terms of such Statement of Work will prevail. Each Statement of Work may contain, unless the parties agree otherwise, a description of the work to be conducted, the functional requirements and technical specifications applicable to the work, the work schedule and milestones, the deliverables and delivery schedule, acceptance criteria, and such other information and additional terms and conditions as the parties may mutually agree upon. As of the date of this Agreement, PerfectMIND and Customer have agreed upon the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B. 3.2 Change Orders. Customer may, from time to time, request changes to the scope of the Professional Services described in a Statement of Work. In response to any such request from Customer, PerfectMIND shall determine the feasibility of providing such changes and shall estimate the increase in the total fees payable for providing such changes to the Professional 4 Services. Following receipt of PerfectMIND's response to Customer's request, the parties shall negotiate an amended Statement of Work which sets out the changes to the Professional Services and the additional fees payable in respect thereof, which shall become effective upon execution by the parties of a written amendment to this Agreement approved by the City Manager. 3.3 Customer's Responsibilities. The work functions and tasks relating to the Professional Services for which Customer shall be responsible shall be described in the Statement of Work. Customer agrees to perform such work functions and tasks in a timely fashion. Customer agrees to provide or make available any function or task in any way related to the Professional Services to provide or make available all information reasonably requested by PerfectMIND to perform the Professional Services. PerfectMIND will not be liable for loss or damage arising from reliance on any such information. 3.4 Project Teams. Each party will be solely responsible for staffing its project team for the performance of the Professional Services by PerfectMIND and relating work functions and tasks by Customer as described in a Statement of Work. Each member of a project team will possess skills and knowledge appropriate to the work functions to be performed by that team member. Either party may, by way of replacement or addition, make changes to the personnel assigned to its project team, provided that each replacement team member shall possess skills and knowledge at least equivalent to the project -related skills and knowledge of the team member being replaced. Each party shall appoint a project manager in respect of its project team. The project managers shall be available for weekly meetings to review the progress of the Professional Services. 3.5 Use of Customer's Facilities. For Professional Services to be performed at the Customer premises, Customer will provide all work space, facilities and support that are reasonably requested by PerfectMIND to perform such Professional Services, including without limitation, secretarial support, telephone, and computer facilities. 3.6 No Liability for Others' Failure to Perform. Customer agrees and acknowledges that PerfectMIND's performance of the Professional Services will be conditional upon, and subject to, Customer's performance of its obligations hereunder identified in the Statement of Work of its functions and task to the extent that such functions and task relate to the Professional Services, and that PerfectMIND will not be liable or responsible, in any manner or to any extent, for any failure of PerfectMIND to perform all, or any part of, the Professional Services to the extent that any such failure is caused by a failure of Customer to perform its obligations or its functions and tasks. 3.7 Third Party Hardware/Software. Customer will be solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, security software, telecommunication equipment or software, and applications software used in connection with the Professional Services, unless (and only to the extent) otherwise expressly agreed in this Agreement. Except as expressly provided in this Agreement, Customer and/or the third party vendors of the software packages selected for use by Customer will be responsible for the installation, acceptance and performance of the selected software packages. 5 3.8 Third Party Products. Where the Professional Services to be provided by PerfectMIND involve the acquisition by Customer of products of third parties, PerfectMIND will not be responsible for delays in the delivery of such products by third parties or for such product's faulty quality, defective performance, or failure to perform in accordance with published specifications or accepted standards. PerfectMIND will transfer to Customer any transferable warranties provided to PerfectMIND by third parties. PerfectMIND makes no independent representations or warranties with respect to products provided by third parties. Any third party warranties are the exclusive remedies of Customer with respect to such products. 3.9 Use of Subcontractors. Customer acknowledges that PerfectMlND may engage agents and subcontractors to perform any of the Professional Services described in a Statement of Work. PerfectMIND shall provide the Customer written notice identifying and qualifying, subcontractors assigned to work with the Customer, within 10 business days of assignment. PerfectMIND shall require any Subcontractors to provide Customer with the same level of commercial general liability insurance and automobile liability insurance coverages, with additional insured and primary endorsements, as required for PerfectMlND in Part 10.0. PerfectMIND shall be responsible for the ftilfilment of its obligations hereunder, notwithstanding the performance of any of its obligations by its agents and subcontractors. PART 4—FEES AND PAYMENTS 4.1 Platform Use Fees. Customer will pay all fees and charges in connection with the use of the Platform in accordance with Exhibit A, which forms an integral part hereof and is incorporated herein by reference. Over the initial five year term of this Agreement, these Platform Use Fees shall not exceed $600,000, except by an amendment of this Agreement executed by the parties with approval of the City Council. For each subsequent year thereafter, Platform Use Fees shall not exceed $80,000.00, subject to amendment to this Agreement, in accordance with Section 7.2 herein. 4.2 Platform Use Fees Billing. The fees payable by Customer for use of the Platform in each twelve (12) month period is payable in advance at the beginning of such period. PerfectMIND will invoice Customer for such fees at the beginning of each 12 -month period. Invoices received through email (community.servicesacitvofsanrafael.ora) or fax (415.485.3186) by the 10`x' of each month shall be paid within 30 days, invoices received after the 10"' of each month shall be paid within 45 days; provided that the entire fee for the first twelve-month period in the Term is payable and due upon the signing of this Agreement. All amounts due by Customer hereunder will be paid, unless otherwise expressly set out herein, without any deduction, adjustment or set-off whatsoever. 4.3 Taxes. Fees for use of the Platform do not include any taxes, and Customer agrees to pay all applicable sales, use, value-added and other taxes or similar nature based on or due as a result of any amounts paid to PerfectMIND under this Agreement. 4.4 Late Payments. If PerfectMIND does not receive payment in full of an invoice within 30 days after the date of such invoice and Customer fails to make Rill payment within ten (10) days after written notice of the non-payment is given by PerfectMIND, Customer will be deemed to be in default. Customer will pay any and all collection costs incurred by PerfectMIND in collection of outstanding debts. In addition to any other rights granted to PerfectMIND herein and available to PerfectMIND at law or in equity, PerfectMIND reserves the right to suspend the Accounts and Customer's right to use and access to the Platform if Customer is in default with respect to its payment obligations. PerfectMIND reserves the right to impose a reconnection fee upon reactivation if any such suspension takes place. 4.5 Professional Services Fees. If the Professional Services are to be provided on a fixed price basis, the Statement of Work will set out the total contract price, a payment schedule, including the fees payable in respect of each deliverable and/or milestone, as applicable. If the Professional Services are to be provided by PerfectMIND on a time and materials basis, the rate(s) in Exhibit C attached hereto will apply. PerfectMIND may, from time to time and upon sixty (60) days' notice to Customer, amend the rate(s) for Professional Services. Per diem rates shall be based on a 7.5 hour day. Once a Statement of Work is signed by the parties, the rates structure in effect at the time of the signing of the Statement of Work shall apply for the duration of the project described in the Statement of Work. PerfectMIND's fees for Professional Services (whether fixed or based on time and materials) do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND or its subcontractors in providing Professional Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out-of-pocket expenses incurred by PerfectMIND's employees and subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. Over the term of this Agreement, these Professional Service Fees, other than the Fees set out in Exhibit C, shall not exceed $75,000, except by an amendment of this Agreement executed by the parties with approval of the City Council. For the avoidance of doubt, the parties anticipate that $75,000 will cover the fees for integrating to a payment processor chosen by Customer (other than the standard payment processors offered by PerfectMIND) and travel, living and other out-of-pocket expense for performance of Professional Services at Customer's site. 4.6 Professional Fee Billing. PerfectMIND will invoice Customer for the Professional Services according to the payment terms specified in the Statement of Work, or if no payment term is specified in the Statement of Work, on a monthly basis, and Customer will pay each invoice within thirty (30) days after receipt of invoice, unless the parties agree otherwise in writing. The fees for the Professional Services to be performed pursuant to the Statement of Work attached hereto as Exhibit B are set out and shall be due and payable to PerfectMIND in accordance with the "Fee payment schedule" section of Exhibit B, upon Customer's receipt of PerfectMIND's invoices. 4.7 Taxes and Duties Relating to Professional Fees. All amounts payable in respect of the Professional Services rendered by PerfectMIND to Customer under this Agreement will be exclusive of all shipping charges, insurance charges, customs duties, sales taxes, value-added taxes, and any other like charges or taxes. Customer will be responsible for paying all such charges and taxes in connection with the provision of the Professional Services under this Agreement. 4.8 Currency. All prices in this Agreement are in United States (US) dollars. PART 5—USE OF THE PLATFORM 5.1 PerfectMIND Responsibilities. PerfectMIND will provide the Platform in accordance with the service levels set out in Exhibit D. PerfectMIND will provide to Customer, at no additional charge, the support for the Platform described in Exhibit D. PerfectMIND will comply with all Applicable Laws in the performance of this Agreement. 5.2 Data Physical Location. PerfectMIND shall provide its services to the Customer and Account -Holder solely from data centers in the U.S. Storage of data at rest shall be located solely in data centers in the U.S. PerfectMIND shall not allow its personnel or contractors to store End User data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. 5.3 Training. PerfectMIND will provide training to Customer's staff during the implementation period as provided in Exhibit B. This training may be in the form of in-person/on- site training or remote/online training. Customer's staff will also have access to all on-line training materials made available by PerfectMIND to its customers including live and pre-recorded webinars. Customer may purchase additional training at PerfectMIND's posted standard hourly rate for professional services. For additional training purchased by Customer, Customer will reimburse PerfectMIND for all reasonable travel and other out-of-pocket expenses incurred by PerfectMIND's employees and subcontractors in providing on-site training. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. 5.4 Customer Responsibilities. Customer will (a) be responsible for Account- holders' compliance with all of the terms and conditions of this Agreement; (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data, including Customer Content, and of the means by which Customer Data is acquired and used, including compliance with all personal information privacy laws and regulations and ensuring that no third party Intellectual Property Rights are infringed; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify PerfectMIND promptly of any such unauthorized access or use; and (d) use the Platform only for Permitted Purposes and in accordance with the documentation therefor and all Applicable Laws. 5.5 Prohibited Conduct. Customer will not (a) make the Platform available to anyone, or permit anyone to access the Platform, other than Account -holders; (b) license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease or time-share the rights granted to Customer under this Agreement, or copy or otherwise commercially exploit the Platform or its components in any way except in accordance with the rights granted hereunder; (c) use the Platform in any manner or for any purpose (i) that violates this Agreement, (ii) that contravenes, facilitates the violation of, or violates any Applicable Laws; (iii) that extracts, gathers, collects, or stores personal information about individuals except in compliance with all applicable personal information privacy laws or that involves data S mining, robots or similar data gathering or extraction methods on individual's personal information without their express consent, or (iv) that interferes with or disrupts the integrity or performance of the Platform, PerfectMIND's systems or networks or third - party data of Content contained therein; (d) attempt to gain unauthorized access to the Platform or its related systems or networks; (e) post, upload, reproduce, distribute or otherwise transmit on the Platform (i) pyramid schemes, (ii) any material that contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, (iii) defamatory, infringing, indecent or unlawful software, materials or information, or (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully -required access controls; (f) alter, modify, reverse engineer, decompile, or disassemble, translate, extract data structures from or otherwise attempt to extract the source code from the Platform or any part thereof, (g) create derivative works based on the Platform or works containing a substantial part of the Platform; (h) copy, frame or mirror any part or content of the Platform; (i) disable or circumvent any access control or related process or procedure established with respect to the Platform; 0) remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Platform or any part, copy or report generated therefrom or thereof, (k) use the Platform to scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems; (1) access the Platform in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Platform; (m) forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any Content transmitted using the Platform; (n) impersonate or falsely represent an association with any person, including a PerfectMIND representative, without the prior express, written permission of such person; or (o) permit any of the foregoing to be done by any person, including Customer's employees, contractors, agents, or representatives, including Account -holders. 9 5.6 Commercial Electronic Messages. All email messages that Customer sends using the Platform will comply with all applicable anti -spam laws and regulations, including those relating to commercial electronic messages. When using the Platform, Customer will represent itself and/or its organization accurately and will not impersonate any other person, whether actual or fictitious. Customer specifically agrees that (to the extent that the Platform permits it, and it is within Customer's control to do so) for all messages that Customer sends using the Platform (i) the "from" line of the message will accurately and in a non -deceptive manner identify Customer's organization; (ii) the "subject" line of the message will not contain any deceptive or misleading content regarding the overall subject matter of the message, and (iii) the message will include the contact information of the Account -holder who sends the message or another individual within Customer's organization who may be readily contacted by the recipient, and such contact information will remain valid for at least 60 days after the message is sent. Customer will ensure that every message sent using the Platform will contain an "unsubscribe" link that allows recipient to remove himself/herself/itself from Customer contact list and specify an electronic address on the World Wide Web that can be accessed by the recipient of the message for the purpose of unsubscribing. Customer will promptly, and in any event no later than 10 days after the receipt of the request, give effect to any unsubscription requests it receives. Customer may not charge a fee, require the recipient to provide any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for giving effect to an unsubscribe request. Customer acknowledges that Customer will be responsible for maintaining and giving effect to the list of unsubscribe requests following termination of this Agreement. 5.7 Account Use. PerfectMIND will issue Accounts, or permit Customer to issue Accounts, to individuals selected by Customer as Account -holders. Only Account -holders may access or use the Platform and each Account -holder's access to the Platform requires valid login credentials, including at least user identification and secure passwords (each an "Account"). The rights of an Account -holder may not be used by more than one individual, unless the Account of the Account -holder is reassigned in its entirety to another Account -holder, in which case the prior holder of the Account shall no longer have any right to access or use the Platform. Customer acknowledges and agrees that Customer: (a) is dilly responsible for Accounts assigned by or at the request of Customer and the acts and omissions of each Account -holder, including the creation of Account credentials by any person, the maintenance, confidentiality and security of all passwords related to Accounts, and any and all activities that occur under Accounts (including persons who gain access to such Accounts, whether with or without permission); (b) will notify PerfectMIND as soon as practicable after obtaining or receiving any knowledge of (i) any unauthorized use of an Account or any password related to an Account, or (ii) any other breach of security with respect to an Account, provided that PerfectMIND shall not be responsible for taking any corrective action until a reasonable time after PerfectMIND receives such notification from the Customer or PerfectMIND otherwise has notice of such unauthorized use of an Account or password.; and (c) to the best of its ability, will provide true, current, accurate and complete information as prompted by the Account -creation process or as otherwise requested by 10 PerfectMIND from time to time and to promptly update such information when any changes occur so as to keep such information held by PerfectMIND true, current, complete and accurate. 5.8 Usage Limitations. The following provisions apply with respect to the Platform: (a) General Practices and Limits. Customer acknowledges and agrees that PerfectMIND may establish from time to time general practices and limits concerning the use of the Platform, including: the maximum size of any Customer Data, including Customer Content, that may be stored on PerfectMIND servers (the "Storage Limit"); the maximum amount, speed and type of Customer Data, including Customer Content, that may be sent from or received using the Platform (the "Usage Limit"). Such general practices and limits may be posted on PerfectMIND's website or otherwise made available through the Platform. Customer agrees that Customer's usage may not exceed such limits, and that it is Customer's responsibility to monitor Account usage of the Platform. PerfectMIND covenants that the Storage Limit and the Usage Limit set for Customer will not be less than the following: Minimum Storage Limit Storage: 80GB ($160 per month for every additional 80GB blocks of storage) Usage Limit • Accountholders: Unlimited • Email: 25,000 emails per month ($200 per month for additional 50,000 emails (b) Internet -based Software. The Platform depends on the Internet, including networks, cabling, equipment and facilities that are not in PerfectMIND's control; accordingly (i) any representation made by PerfectMIND regarding access performance, speeds, reliability, availability, use or consistency of the Platform, to the extent that they are dependent on the underlying Internet services, are on a "commercially reasonable efforts" basis, (ii) PerfectMIND cannot guarantee any minimum level regarding actual user performance, speed, reliability, availability, use or consistency based on factors depending on the Internet, and (iii) content, data, messages, information or materials sent over the Internet may not be completely private, and anonymity is not guaranteed. PART 6—CONTENT, INTELLECTUAL PROPERTY AND PRIVACY 6.1 Reservation of Rights. All right, title and interest, including all Intellectual Property Rights, in and to the Platform and PerfectMIND Technology is and will at all times be fully vested in PerfectMIND or its licensors, as the case may be. 6.2 Third -Party Content—Content accessed or available through the Platform may be owned by third -parties other than PerfectMIND or Customer (collectively, "Third Party Content") and may be protected by applicable Intellectual Property Rights. During use of the Platform, Customer may enter into correspondence with, purchase goods, hardware or services from, or participate in promotions of advertisers or sponsors showing their goods or services through the Platform. Any such activities, and any terms, conditions, warranties or representations associated with such activities are solely between the applicable third party and Customer. PerfectMIND and its licensors shall have no liability, obligation or responsibility to Customer for any such correspondence, purchases or promotions. Customer acknowledges and agrees that Customer shall be solely responsible for obtaining necessary licenses, consent and permits from third -party providers with respect to any Third Party Content or ancillary software, hardware, or services that Customer may use in connection with its use of the Platform. 6.3 Feedback. From time to time during the term of this Agreement, Customer and Account -holders may provide PerfectMIND with comments, suggestions, ideas and impressions of the Platform ("Feedback"). Customer acknowledges and agrees that, by disclosing such Feedback to PerfectMIND, the provider thereof will be deemed to have granted to PerfectMIND a royalty -flee, worldwide, transferable, sub -licensable, non-exclusive, irrevocable and perpetual license to use, modify, adapt, improve or incorporate such Feedback into the Platform. Customer acknowledges and agrees that the right to use the Platform is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Platform and the transfer to PerfectMIND thereof. 6.4 Customer Data. PerfectMIND does not claim ownership of, and assumes no liability or responsibility with respect to, any Customer Data, including Customer Content. As between PerfectMIND and Customer, all right, title and interest (including Intellectual Property Rights) in and to Customer Data will at all times be fully vested in Customer, except that, by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting Customer Data to PerfectMIND or any third party using the Platform, Customer agrees as follows: (a) Customer will have thereby granted PerfectMIND a royalty -free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate such Customer Data to the extent reasonably required by PerfectMIND in connection with the functionality of the Platform and the performance of this Agreement as well as to ensure adherence to or enforce the terms of this Agreement; (b) Customer, and not PerfectMIND, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Rights of all Customer Data, and PerfectMIND will not be responsible or liable for the customer's deletion, correction, destruction, damage, loss or failure to store any Customer Data; and (c) Customer will have thereby confirmed, represented and warranted to PerfectMIND that Customer has all rights, titles and interests (including all Intellectual Property Rights as well as the power and authority necessary), to grant the license to such Customer Data set above in subsection 6.4(a). 12 6.5 Privacy. PerfectMIND acknowledges and agree that Customer Data may contain sensitive information, and, in connection therewith, (a) PerfectMIND will comply with all Applicable Laws relating to personal information privacy, including California law and will adhere to the PerfectMIND Privacy Policy, which forms an integral part hereof and is incorporated herein by reference; (b) PerfectMIND will use industry -standard management practices, technologies and security to protect the integrity, safety and security of Customer Data in both physical and electronic form. All Customer Data and other non-public data entered into the Platform shall be encrypted in transit with controlled access. Unless otherwise stipulated in this Agreement, PerfectMIND is responsible for encryption of the Customer Data and other non-public data. The level of protection and encryption shall be at least as stringent as for data covered by Payment Card Industry Data Security Standards. (c) Customer acknowledges and agrees that its use of the Platform will utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of the jurisdiction of Customer, (d) PerfectMIND will not use Customer Data for any purpose other than to provide the functionality of the Platform to Customer and its users, to ensure adherence to or enforce the terms of this Agreement, or (only in aggregate form) for site metrics; (e) PerfectMIND reserves the right to modify the PerfectMIND Privacy Policy and its security policies in its reasonable discretion from time to time, subject to any Applicable Laws. 6.6 Security Incident or Data Breach Notification (a) PerfectMIND shall notify the Customer of any Security Incident or Data Breach. (b) Security Incident Response: Both parties acknowledge that PerfectMIND may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in this Agreement. (c) Security Incident Reporting Requirements: PerfectMIND shall report any Security Incident involving the Platform as provided for Customer use, including a potential Data Breach, to a Customer Authorized Representative within two (2) business days of PerfectMIND becoming aware of such Security Incident. (d) Data Breach Reporting Requirements: If PerfectMIND has actual knowledge of a confirmed Data Breach, or reasonably believes that there has been a Data Breach, that affects the security of Customer Data, PerfectMIND shall promptly notify a Customer Authorized Representative in writing within 48 hours or sooner, unless shorter time is required by applicable law., 6.7 Breach Responsibilities This section only applies when a Data Breach occurs or is reasonably believed to have occurred with respect to Personal Information, within PerfectMIND's possession or control. (a) PerfectMIND, unless stipulated otherwise in this Agreement, shall (1) cooperate with the Customer as reasonably requested by the Customer to investigate and resolve the Data Breach, (2) take commercially reasonable measures to address the Data Breach in a timely manner, and (3) 13 document responsive actions taken related to the Data Breach, including any post -incident review of events and actions taken to make changes in business practices in providing the services, if necessary. (b) Unless otherwise stipulated, if a Data Breach is a direct result of PerfectMIND's breach of its obligation to encrypt or to otherwise protect the Personal Information as required under this Agreement, PerfectMIND shall bear the costs associated with (1) the investigation and resolution of the Data Breach; (2) notifications to individuals, regulators or others required by applicable law; (3) a credit monitoring service if the nature of the Data Breach requires such service for compliance with applicable federal or California law at the time of the Data Breach, provided that any such service shall be subject to (i) the limits and alternative means of notification/mitigation provided under applicable law, including without limitation those set out in California Civil Code 1798.820)(3); and (ii) the limitation of liability provisions of this Agreement to the extent such provisions are permitted under applicable federal and California law; (4) a website or a toll-free number and call center for affected individuals required by applicable law. 6.8 Use of the Other Party's Name. Each party may use the other party's name in its news releases, marketing and promotional materials and the like provided that such use will comply with any standards set by the other party from time to time. Each party will cease to use the other party's name upon any expiration or termination of this Agreement. PART 7—TERM AND TERMINATION 7.1 Term. This Agreement commences on the date first set out above and will continue in effect for five (5) years thereafter, unless earlier terminated or renewed in accordance with the provisions of this Agreement (the "Term"). At the expiration of the initial five-year period, the Term will be automatically renewed for successive one year periods unless a party provides written notice to the other party of the first party's intention not to renew, at least thirty days before the expiry of the then -current Term. 7.2 Renewal Terms. The fees payable by Customer during any such renewal term will be the same as the fee for the last year during the prior term unless PerfectMIND has given Customer written notice of a pricing change at least 180 days' before the end of such prior term, in which case the pricing change will be effective upon renewal and thereafter. PerfectMind covenants that it will not increase the fees payable by Customer for using the Platform during any renewal term to the extent that they are more than 30% in excess of the fees payable by Customer during a prior term, provided that there is no material change in Customer's number and size of facilities, revenue from the facilities, volume of the transactions processed, number and types of users of the Platform, number and types of members, and usage of features and functionalities within the Platform. 7.3 Termination. Either party may terminate this Agreement upon written notice to the other party: (a) For cause, immediately, if the other party is in default of any of its material obligations under this Agreement and such default is not remedied within thirty (30) days 14 of the date of receipt of written notice thereof, provided that cure period with respect to default in payment obligations is ten (10) days; or (b) For cause immediately, if the other party ceases to conduct business in the normal course; the other party becomes insolvent or bankrupt; the other party makes any assignment for the benefit of creditors; proceedings are instituted by or against the other party seeking relief, reorganisation or rearrangement under any laws relating to insolvency; a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party; or an order is made for the liquidation, dissolution or winding up of the other party. 7.4 Payment on Termination. If this Agreement is terminated by Customer due to PerfectMIND's default, then PerfectMIND will refund to Customer an amount equal to the fees actually paid by Customer for the year during which the termination occurs prorated based on the post -termination portion of the year. Otherwise, any termination of the Agreement will not relieve Customer of its obligation to pay the fees payable to PerfectMIND for the Term of the Agreement for the use of the Platform nor does it entitle Customer to any refund. Upon the termination of this Agreement, without prejudice to any other rights PerfectMIND may have, Customer will (a) remit all fees payable for the Professional Services and Work Products accepted by Customer prior to the date of such termination or suspension; (b) remit all fees payable for work -in -progress, on a time and materials basis, at the rate structure applicable to the Statement of Work; and (c) remit all such other costs of PerfectMIND, demonstrated to the reasonable satisfaction of Customer, directly related to the permanent or temporary winding down of the Professional Services, work and deliveries which are being terminated or suspended. 7.5 Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement (except in the case of PerfectMIND terminating this Agreement for cause under §7.3), PerfectMIND will make available to Customer for download a file of the relevant Customer Data in a commercially -reasonable standard (such as comma separated value (.csv) or extendible markup language (.xml)) format along with attachments in their native format as stored by PerfectMIND. After such 30 -day period, PerfectMIND will have no obligation to maintain or provide any such Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. Within 15 days of any termination for cause of this Agreement by PerfectMIND pursuant to Section 7.3, Customer may request return of Customer Data, in which case Customer will pay to PerfectMIND any fees outstanding prior to the termination of this Agreement plus any fee that PerfectMIND requests, based on the time required to accommodate Customer's request regarding return of Customer Data, and upon receipt of such payments, PerfectMIND will make available Customer Data to Customer for download as set out above. If Customer does not make a request within the 15 day time limit or fails to make payments within five (5) days after receiving PerfectMIND's fee request, Customer's right to access or use Customer Data will immediately cease, and PerfectMIND will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. 7.6 Survival. Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported 15 or actual termination or expiry of this Agreement will so survive, including Part 1, Part 3, Part 6, Part 7, Part 8, Part 9 (except for §9.1) and Part 11. PART 8—CONFIDENTIALITY 8.1 Confidential Information. Neither party will, without the prior written approval of the other party, except to the extent required by law, including the California Public Records Act, disclose or use for any purpose other than exercise of its rights or performance of its obligations under this Agreement any information, documents, know-how, trade secrets of the other party, and such other information that is not in the public domain including, in respect of the Customer Data and, in respect of the Platform (collectively, "Confidential Information") that may come to its knowledge or possession by reason of exchange of information under this Agreement or entering into this Agreement. 8.2 Obligation to Protect. Each party will protect the other's Confidential Information using the same standard of care that it would use to protect its own, similar information, but in any case no less than a reasonable standard of care for information of similar sensitivity. 8.3 Title. All right, title and interest (including all Intellectual Property Rights) in and to each party's Confidential Information will be and remain vested in such party. 8.4 Permitted Disclosures. Each party will not disclose Confidential Information of the other party to any person except to the first party's employees, agents and sub -contractors on a strictly "need -to -know" basis, and provided that such persons are subject to confidentiality obligations equivalent to the obligations imposed hereunder. Notwithstanding such disclosures, each party will be fully responsible for any breaches of confidentiality caused by such persons to whom the Confidential Information is disclosed as if such breach were committed by such party. 8.5 Exceptions. Neither party will have an obligation with respect to Confidential Information where such party can establish, through documentary evidence, that such information (a) was previously known to it free of any obligation to keep it confidential, (b) is or becomes publicly available other than by unauthorized disclosure, (c) is legally disclosed by third parties without restrictions of confidentiality, or (d) has been independently developed by it without reference to the other party's Confidential Information. 8.6 Governmental Disclosures. Notwithstanding anything else in this Agreement, if a party is required to disclose any Confidential Information to a government body or court of law or as otherwise required by law, it may do so provided that it gives the other party sufficient advance notice as reasonable in the circumstances subject to applicable law to enable the owner of such Confidential Information the opportunity to contest the disclosure or obtain a protective order and reasonably assists the owner of such Confidential Information in contesting or protecting same. 16 PART 9—WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY 9.1 PerfectMIND Warranties. PerfectMIND represents and warrants to Customer that (a) the Platform will perform materially in accordance with the documentation therefor under normal use and circumstances; (b) the Professional Services will be performed in a diligent and workmanlike manner consistent with standards generally observed in the industry for similar services, and the Work Product will materially conform to the Statement of Work upon acceptance, and PerfectMIND will use all commercially reasonable efforts to remedy any material non- conformance of the Work Product to the Statement of Work in an expeditious manner; and (c) the functionality of the Platform will not be materially decreased during the Term, subject to the other provisions of this Agreement. For clarity, PerfectMIND will not be responsible for and the warranties provided by PerfectMIND in this §9.1 do not apply to situations where improper or inadequate installation or maintenance of software or hardware that Customer uses to access or utilize, or otherwise in connection with, the Platform or Customer Data, or failure to properly configure the Platform for use in connection with such hardware or software is the cause of a failure or malfunction. 9.2 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to fully abide by the terms and conditions hereof. 9.3 NO OTHER WARRANTIES. THE PLATFORM AND THE WORK PRODUCT ARE PROVIDED ON AN "AS -IS" AND "AS -AVAILABLE" BASIS AND PERFECTMIND DOES NOT GUARANTEE THAT THE PLATFORM WILL FUNCTION ERROR -FREE OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT PERFECTMIND DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE PROVIDED UNDER THIS AGREEMENT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PERFECTMIND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THERE ARE NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE CONDITIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN ARE IN LIEU OF, AND PERFECTMIND EXPRESSLY DISCLAIMS, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS IN RESPECT OF QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.4 Indemnification by PerfectMIND. PerfectMIND will indemnify, defend and hold harmless Customer, and it officers, employees and agents (collectively, in this Section 9.4 and Section 9.5, the "Indemnified Persons"), from and against any and all Claims brought or made against, or incurred by the Indemnified Person, or any of them, arising out of a claim by a third party (a) that the Platform or the Work Product infringes the Intellectual Property Rights of 17 the third party enforceable in Canada or the United States, or (b) for a data breach involving Customer Data stored on the Platform that is caused by a breach of Perfect Mind's obligations under this Agreement. 9.5 Exception to PerfectMIND Indemnity. Notwithstanding §9.4, PerfectMIND will not be required to defend or indemnify any Indemnified Person if, and to the extent that, the Claim would not have arisen but for (a) any Indemnified Person's combination of the Platform or Work products with software, services or products not supplied by PerfectMIND, (b) any refusal by the Indemnified Person to use a non -infringing version of the Platform or the Work Product offered by PerfectMIND under §9.7. 9.6 Indemnification by Customer. Customer will indemnify and hold harmless PerfectMIND and its officers, employees and agents (collectively, in this §9.6, the "Indemnified Persons"), from and against any and all Claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party that Customer Data, or Customer use of Customer Data (a) infringes the Intellectual Property Rights of a third party, or (b) is inappropriate, profane, defamatory, infringing, obscene or indecent or otherwise breaches any Applicable Law. 9.7 Additional Infringement Obligations. If PerfectMIND receives any knowledge of any Claim in respect to the Platform or Work Product infringing any Intellectual Property Rights of a Third Party as described in Section 9.4, or any circumstances in which such a Claim is threatened or reasonably anticipated, it will, as soon as reasonably practicable, (a) procure, at its expense, the right for Customer to use the Platform or the Work Product, as the case may be, or such infringing part thereof; (b) replace, at its expense, the Platform or the Work Product, as the case may be, or such infringing part thereof, with material of comparable functionality that does not breach this Agreement; (c) if the removal of such infringing part of the Platform or the Work Product, as the case may be, would not be a breach of this Agreement, remove such infringing part of the Platform; or (d) tenninate this Agreement and refund to Customer a pro rata portion of the Platform use fees prepaid by Customer for the period during which the Agreement is terminated. 9.8 Conduct of Indemnities. Each party acknowledges that the indemnifying party will be given complete authority for the defence or settlement of Claims indemnified hereunder, on the understanding that, in all events, the indemnified party will have the right (at its own expense) to participate in such defence or compromise through counsel of its choosing. An indemnifying party's obligations to provide an indemnity hereunder will be conditional upon (a) the indemnified party notifying the indemnifying party as soon as reasonably practicable after receiving notice of a Claim, (b) the indemnified party providing such information and assistance as reasonably requested by the indemnifying party, and (c) the indemnified party not compromising or settling the Claim without the indemnifying party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. 9.9 EXCLUSION AND LIMIT OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS 18 OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS. THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR DIRECT DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO $450,000 (FOUR HUNDRED FIFTY THOUSAND DOLLARS) (EXCEPT THAT NOTHING IN THIS PROVISION WILL LIMIT CUSTOMER'S OBLIGATION TO PAY THE FEES PROVIDED IN PART 4 TO PERFECTMIND). 9.10 Exclusive Remedy. This Part 9 states PerfectMIND's sole liability to Customer, and Customer's exclusive remedy against PerfectMIND for any type of Claim described in Part 9. PART 10 — INSURANCE REQUIREMENTS 10.1 Scope of Coverage (a) Scope of Coverage. During the term of this Agreement, PerfectMIND shall maintain, at no expense to the CUSTOMER, the following insurance policies: (b) A cyber/data breach liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/five million dollars ($5,000,000) aggregate. (c) A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. (d) If any licensed professional is required to travel to the Customer's location to perform any of the services required. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. (e) If any licensed professional performs any of the services required to be performed under this Agreement, a technology professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover claims arising out of PerfectMIND's performance of services tinder this Agreement subject to the terms, conditions, and exclusions of the policy. Where PerfectMIND is a professional not required to have a professional license, the CUSTOMER reserves the right to require PerfectMIND to provide technology professional liability insurance pursuant to this section. (f) If it employs any person, PerfectMIND shall maintain worker's compensation and employer's liability insurance, as required by the CA State Labor Code and other applicable laws and regulations, and as necessary to protect both PerfectMIND and the CUSTOMER against all 19 liability for injuries to PerfectMIND's officers and employees. PerfectMIND worker's compensation insurance shall be endorsed to waive any right of subrogation against the CUSTOMER. 10.2 Other Insurance Requirements (a) The insurance coverage required of PerfectMIND in the section 10 above, shall also meet the following requirements: (b) Except for professional liability insurance, the insurance policies shall be endorsed to include the CUSTOMER, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. (c) The additional insured coverage under PerfectMIND's insurance policies shall be primary with respect to any insurance or coverage maintained by the CUSTOMER and shall not call upon the CUSTOMER's insurance or self-insurance coverage for any contribution. The "primary and non-contributory" coverage in PerfectMIND policies shall be at least as broad as ISO form CG20 0104 13. (d) Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. (e) The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the Customer. (f) If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than one (1) year. (g) The insurance policies shall provide for a retroactive date of placement no later than the effective date of this Agreement. (h) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of the CUSTOMER (if agreed to in a written contract or agreement) before the CUSTOMER'S own insurance or self-insurance shall be called upon to protect it as a named insured. (i) Deductibles and SIR'S. Any deductibles or self-insured retentions in PerfectMIND's insurance policies must be declared to and approved by the Customer's Risk Manager, and shall not reduce the limits of liability. 10.3 Proof of Insurance (a) PerfectMIND shall endeavor to provide to the Customer's Risk Manager all of the following: (b) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (c) A copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, (d) and excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. (e) The CUSTOMER reserves the right to obtain a Certificate of Insurance for any insurance policy and endorsements from PerfectMIND. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the Customer Attorney. PART 11—GENERAL 11.1 Internal Escalation of Disputes. Any controversy, claim or dispute ("Dispute") arising out of or related to this Agreement, including, without limitation, Disputes covering the performance of the parties' obligations or the interpretation of the terms and conditions of this Agreement or applicable fees or payments, shall be dealt with as follows: Each Dispute initially shall be brought for resolution before a committee consisting of two (2) representatives of each of the parties- the project manager and the Account Manager from PerfectMIND and the project manager and a person with a position equivalent to Account manager from Customer. If the committee is unable to resolve a Dispute within ten (10) working days, then the Dispute shall be escalated to a separate committee consisting of one (1) officer of each party – the Director of Customer Service from PerfectMIND and an officer of equivalent position from Customer. If this second committee is unable to resolve the Dispute within ten (10) working days, then the Dispute shall be escalated to another separate committee consisting of two (2) executive officers of each party – the CEO and the COO of PerfectMIND and two executive officers with equivalent positions with Customer. Members of each committee shall act reasonably and good faith and attempt to resolve the dispute amicably. 11.2 Marketing. During the term of this Agreement, PerfectMIND may use Customer's name, with an accurate reference to Customer's use of the Platform, in PerfectMIND's marketing materials or on PerfectMIND's website, with a link to Customer's website. 11.3 Notice. Any notice required or permitted to be given hereunder will be in writing and may be given by personal services, including by courier, or by facsimile if confirmed on the same day, or in writing by overnight mail delivery, or in writing by registered airmail, with postage prepaid to the following: If to PerfectMIND: PerfectMIND Inc. 110- 980 West 1St Street North Vancouver, BC, V7P 3N4 Fax: 1-855-615-5253 21 Attention: Farid Dordar-CEO or Ali Sanei-COO If to Customer: City of San Rafael, California 14005 1h Street San Rafael, CA 94915 Fax: (415)485-3133 Attention: City Clerk If to: Customer Authorized Representative — Data Breach Notification City of San Rafael, California 1400 5"' Street San Rafael, CA 94915 Fax: (415)485-3133 Attention: ITD Manager -Gus Bush Any notice given by personal delivery (including courier) will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile, on the day of transmittal thereof if given during the normal business hours of the recipient on a business day, and on the business day during which such normal business hours next occur if not given during such hours. 11.4 Assignments. This Agreement may not be assigned by either party without the prior written approval of the other party, such approval not to be unreasonably withheld or delayed, but may be assigned by PerfectMIND to (i) a parent, subsidiary or affiliate; (ii) an acquirer of assets; or (iii) a successor by merger, on 30 days written notice to Customer. Any purported assignment in violation of this section shall be void. 11.5 Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, and any action with respect to this Agreement shall be brought in Superior Court of Marin County, California. 11.6 Force Majeure. Neither party shall be liable for damages for any delay or failure of delivery arising out of an event of Force Majeure. 11.7 Waivers. No right under this Agreement will be deemed to be waived except by notice in writing signed by the party waiving its right, and any such waiver will not prejudice its rights in respect of any subsequent breach of this Agreement by the other party. Any failure by a party to enforce any clause of this Agreement or right contained in it, or any forbearance, delay or indulgence granted by a party to the other party, will not be construed as a waiver of the first - mentioned party's rights under this Agreement. 22 11.8 No Presumption. No presumption shall operate in favour of or against any party hereto as a result of any responsibility that any party may have had for drafting this Agreement. 11.9 Enurement. This Agreement will enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns and receivers. 11.10 Injunctive Relief. Each party acknowledges and agrees that a breach by it of the provisions of this Agreement relating to Confidential Information, Intellectual Property Rights, or restrictive obligations may result in immediate and irreparable harm to the other party for which compensation would be an inadequate remedy. Accordingly, each party acknowledges and agrees that the other party may seek, as a matter of right and without the necessity of establishing the inadequacy of monetary damages, injunctive or other equitable relief to prevent or remedy such conduct from any court of appropriate jurisdiction. 11.11 Entire Agreement. This Agreement together with any applicable Statement of Work constitutes the entire Agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing. In connection therewith, no terms or conditions stated in any Customer purchase order or other order or documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be mill and void, notwithstanding any provision therein. 11.12 Amendments. This Agreement may not be amended except by written instrument signed by an authorized representative of both parties. 11.13 Severability. If any term or provision of this Agreement will be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions will be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. 11.14 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 11.15 No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 11.16 Non-discrimination (a) PerfectMIND shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 22 IN WITNESS WHEREOF the parties have executed this Agreement with effect as of the date first above written. PERFECTMIND INC. Per: V,,74u r (Signature- c(gD"Authorized Signatory) Name: (Please Print PerfeetMlND Signatory s Name) Title: VPI Q qc�l I�a �..J (Please Print PerfectMIND Signatory's Title) 24 CITY OF San Rafael, California Per: A (Signat6reofustomer Authorized Sign to ) Name: James M Schutz (Please Print Customer Signatory's Name) Title: _City Manager (Please Print Customer Signatory's Title) Approved as as to Porta ov EXHIBIT A Platform Use fees PLATFORM The fees for the Platform use will be as follows: Year One (from December 15, 2016 to December 14, 2017): $79,752.00 (First Year subscription is included in "Fee Payment Schedule") Year Two (from December 15, 2017 to December 14, 2018): $79,752.00 Year Three (from December 15, 2018 to December 14, 2019): $79,752.00 Year Four (from December 15, 2019 to December 14, 2020): $79,752.00 Year Five (from December 15, 2020 to December 14, 2021): $79,752.00 EXHIBIT B Statement of Work Scope/Project Management and Planning PerfectMIND will responsible for planning and managing the project, using best practices generally recognized as good project management methodology, and designating a Project Manager for the project, who will be responsible for: • Adherence to the project scope and schedule • Management of work activities including system design and installation, system configuration, data conversion, testing and quality assurance, administrator and end-user training, and go -live support • Coordination of resources, work sessions, and training • Communications • Managing project issues and issue tracking • Status reports • Available for status calls to provide updates • Working with the designated Customer project manager • Deliverable acceptance and sign -off The frequency and other details of status reports will be agreed upon during the discovery phase. In addition to the Project Manager, PerfectMIND will assign appropriate staff to complete the deliverables described in this Statement of Work, including at minimum: system installation, software configuration, data conversion, testing, administration and end-user training and go -live support. Timeline Customer is planning to implement the solution with the following estimated timeline. PerfectMIND is expected to recommend an overall implementation plan and timeline based on their experience with implementations of similar scope and complexity. All dates are subject to change based on the outcome of "Project Initiation" phase. j November 2016 Nov 2016 Nov 2016 TBD TBD TBD TBD March, 2017 Contract Signature Project kick off Project Initiation Software Configuration and Reports User Acceptance Testing Data Conversion Training and Documentation Go -live Technical Requirements PerfectMIND will provide a SaaS solution, the only requirement for operating and using the proposed solution will be broadband internet connection and access to the internet via a web browser with all standard browsers being supported (recommended browsers will be communicated to Customer during the implementation phase). Customer Testing PerfectMIND will develop a test plan for Customer that covers system and functional, testing. After all of the components of the system have been completed, Customer will conduct system and functional testing. Customer will report any defects to PerfectMIND immediately for correction. If any defects are found, PerfectMIND will provide a plan to achieve acceptance or to make corrections or replacements. Training PerfectMIND will provide full training to system administrators and trainers (number of system administrator and trainers to be determined at the discretion of Customer). PerfectMIND will develop a training plan for Customer to fully prepare the system administrators to support the system. The training plan will include: • In-depth understanding of the system fimetionalities, including: ■ Security Settings ■ Workflow Development ■ Report Development ■ Software Configuration A review of best practices in the configuration and use of the system. Training sessions on different modules of the system, including: ■ Contact/Account Management ■ Store/Point of Sale Training ■ Membership Management ■ Attendance Tracking ■ Billing Management ■ Activity/Program Registration ■ Facility Rental ■ Appointments and Private Lesson scheduling ■ Marketing ■ Staff Management ■ Accounting ■ Document Template creation and configuration Troubleshooting PerfectMIND will provide technical assistance to Customer's IT staff on the operation of the system. PerfectMIND will investigate and troubleshoot any technical issues with the system that Customer's IT staff report to PerfectMIND. Post -live Support PerfectMIND will provide full application support during the week of go -live. PerfectMIND's project team will be available to provide go -live and post go -live support. The resource(s) will be accessible by phone and email to the system administrators. Future Services The ability to provide the services/products in this section may be required in the future. Customer may request to add similar services or products in the future, including but not limited to: • New features or; • Features that were identified as Custom • Additional Reports and such similar services and products will be provided by PerfectMIND upon PerfectMIND and Customer negotiating and entering into Statements of Work providing for same. Deliverables and Service Acceptance Customer designee will formalize the acceptance of the service via written acceptance of the following acceptance forms: Acceptance Form A- Project Kickoff (Milestone 1) Purpose The purpose of the Project Kickoff Acceptance Form is to confirm that the project kickoff has occurred and the following deliverables are completed. Deliverables • Contract signature and execution • Planning of the project kickoff/discovery session • Resourcing and scheduling for the discovery phase • Preliminary review of the requirements by the project team prior to the first meeting • Creation of live production environment, which includes at a minimum: — Setup of Customer's production environment on the cloud — System setups including backups and retentions — Database security setup Setup of the monitoring tools and systems on Customer's database Basic configuration of the database with Parks and Rec Modules The work was completed on and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: S Acceptance Form B - Project Initiation (Milestone 2) Purpose The purpose of the Project Initiation Acceptance Form is to confirm that the project initiation is complete. Deliverables • Discovery phase, which will inform the detailed work breakdown structure and includes: — Existing database system discovery — Business process review and gap analysis — Activity registration overview Facility configuration overview — Membership management overview — Store and point of sale overview — Marketing overview — Accounting configuration The Discovery phase may involve multiple meetings and communications to clarify and assist PerfectMIND in understanding the above areas further. • Project work breakdown structure includes: — Tasks and durations — Scheduling — Resourcing and assignments — Dependencies • Initiation of tasks listed under "Scope/'Project Management and Planning" above, which includes: — Communications requirement — Project reporting requirements including the frequency and details of the status reports — Issue list/tracker requirements The work was completed on and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: Acceptance Form C — Software Configuration and Reports (Milestone 3) Purpose The purpose of the Software Configuration and Reports Acceptance Form is to confirm that the software and reports configuration is complete. Deliverables • Application configuration and setup • Security and roles configuration • Setup workflows and business rules • Configuration and creations of the reports The work was completed on and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: Acceptance Form D — User Acceptance Testing (Milestone 4) Purpose The purpose of the User Acceptance Testing Form is to confirm that the system testing is complete and the system is functional. Deliverables The test plan including test scripts, schedule, roles and responsibilities, and definitions of passed/failed test is provided to Customer and Customer is coached through the testing phase. Customer will conduct a complete test on the system to ensure the following is tested and passed: • System functions • Work flows and business rules • Reports The work was completed on and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: Acceptance Form E - Training (Milestone 5) Purpose The purpose of the Training Acceptance Form is to confirm that the training is complete. Deliverables The training plan is complete and specifies the training schedule and curriculum for the recipients of system administrator training and end-user training. Customer will confirm the following: • System administrators have been trained on all aspects of system configuration, individual and role -based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. • System administrators are able to complete new configuration items with minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. • Training materials and online learning center access have been delivered. The work was completed on _ _ _ __ _ _ and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: s Acceptance Form F - Go -Live (Milestone 6) Purpose The purpose of the Final Acceptance Form is to confirm that the system is operational. Deliverables The final data conversion has been completed and the system is pushed to the Production environment. The work was completed on and accepted by Customer. Accepted by: (City of San Rafael, California): Date: Title: (PerfectMIND): Date: Title: Exhibit C Fee Payment Schedule All dates are subject to change based on the outcome of "Project Initiation" phase. Schedule Target Dates Milestones & Deliverable November 2016 Upon signing of the agreement • Contract Signature and Execution • Payments due: Project Kick off (Milestone 1) • Planning of the project kick off/discovery session November 2016 • Resourcing and Scheduling for the discovery phase • Preliminary review of the requirements by the project team prior to the first meeting • Creation of the live production environment Project Initiation (Milestone 2) • Discovery phase TBD • Project work breakdown structure • Initiation of tasks listed under "Scope'Project Management and Planning" .0 Software Configuration and Reports (Milestone 3) Amount $48,622.00 $38,622.00 $35,586.00 • Application configuration and setup • Security and roles configuration • Setup workflows and business rules $25,586.00 Configuration and creations of the reports Payment Date Upon signing of the Agreement Upon completion of Acceptance Form A Upon completion of Acceptance Form B Upon completion of Acceptance Form C .E March 2017 User Acceptance Testing (Milestone 4) • System functions • Work flows and business rules • Reports Training (Milestone 5) • System administrators have been trained on all aspects of system configuration, individual and role - based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. $25,586.00 • System administrators are able to complete new configuration items with minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. $15,000.00 • Training materials and online learning center access have been delivered Go -live (Milestone 6) The system is pushed to the Production environment. Total $10,000.00 $199,002.00 Upon completion of Acceptance Form D Upon completion of Acceptance Form E Upon completion of Acceptance Form F The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Professional Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out-of-pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by docinnentation in a form reasonably acceptable to Customer. 12 EXHTBYT D PerfectMIND Rate for Professional Services Optional Services Unit Price Description Importation of Data $150/lu Upon termination of this Agreement, PerfectMind shall supply to Customer a basic export of the complete data in a format suitable for importation. Anything beyond will be charged at this rate. Professional Services $150/hr Services outside the agreed to Statement of Work that requires additional resourcing to accommodate Customer's requests (other than development/programming). Integration to third party $250/hr Processing Integration with the software Customer's preferred payment processor. Training $150/hr Any fixture additional training requested outside the Statement of Work. Development $250/hr Services outside the agreed to Statement of Work that requires additional development (programming). The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Professional Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out-of-pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. 13 EXHIBIT E Service Levels Platform Uptime. The Platform will achieve a system uptime performance level of 99.9% during the Operation Hours on an annual basis inclusive of any downtime caused by the underlying telecommunication services provider. In this Exhibit, "Operation Hours" means 6 am to midnight Pacific Time, seven days a week. PerfectMind will only be responsible for its Platform uptime performance levels and will not be responsible for any failure due to a failure of Customer's system(s) or a Force Majeure event as described in this Agreement, and such failures shall not be counted against PerfectMind's required system uptime performance levels. PerfectMind may, upon not less than seven (7) days' prior written notice to Customer, which may be email notification, cause the Platform to be unavailable for a period of time not to exceed 12 consecutive hours ("Planned Maintenance"). Planned Maintenance will be performed during the Maintenance Window, and not more than once per week, unless any such Planned Maintenance is a result of urgent events outside of PerfectMind's direct control in which case PerfectMind will provide as much notice as is practicable. Planned Maintenance will apply against PerfectMind's required uptime performance level unless (i) it is conducted during the Maintenance Window; or (ii) it is as result of remedial work necessary to address a material defect with third party software such as Microsoft© operating system or SQL sewer. In this Exhibit D, "Maintenance Window" means between 12:01 am and 6:00 am Pacific Time on any day. 2. Technical Support. Following the reporting of a problem by Customer's technical support personnel either via phone call or email PerfectMind's technical support, PerfectMind will respond to the problem in accordance with the incident level and provide a fix to the problem all in accordance with the table set forth below: 240065 Technical Support Description Customer report an incident via phone, email, or chat The initial call requires escalation to Level II The escalated call to Level II requires escalation to the Development team Response time A live agent will immediately discuss the issue with Customer The initial call will be transferred to a Sr. live agent to further discuss the incident with the customer Level II agent create a case for the development team to further investigate the incident 14 Resolution Time 85% of the incidents are currently addressed on the first call 95% of the escalated calls to level II are addressed within the first call Resolution time will follow the SLA table below Service Level Agreement Incident Description Resolution Time Level Critical This incident level is attained when the following Within the same business conditions are met: dda - Complete inability to use the Platform; or - A reoccurring temporary inability to use the Platform High This incident level is attained when the following Within 24 hours conditions are met: - A significant degradation of the significant features or functions available or the Platform - Recent modifications to the Platform cause some significant features or functions to operate inconsistently Low This incident level is attained when the following These issues will be conditions are met: reviewed and prioritized - A minor degradation of some significant according to the severity of features or functions; or a degradation of the issue. An accurate some secondary features or function occurs estimate will be provided to the customer within a week after the incident is reported 15 EXHIBIT F Platform Features and Functionalities PerfectMind's Platform will include the following features and functionalities: • Built -In Reporting Engine A built-in reporting engine to help the customer to create reports. • Integrated Workflow Engine Generate workflows to streamline your team's processes and communications • Business App Store PerfectMind is adaptable through our community -driven App Store. • Open API Having access to an adaptable integration with external apps allows fluid interconnectivity and collaboration across platforms • Data Security, Auditing and Permissions The ability to control app -level access, user auditing, user time limits, specific IP access, as well as group- and role -based data permissions. • Multi -Site Management & Reporting To allow client to manage multiple sites from one account. • 24/7 Customer Service PerfectMind provides 24x7 operation support using live agents/chat/email. Recreation Management Features: • Facility booking and Scheduling PerfectMind booking takes care of conflict and contract management, recurring bookings, equipment and rental inventory, capacity management and more. Your staff and your members can schedule events online or on-site. PerfectMind lets you manage facility dependencies, availability, and multiple rates. Customers can book using desktop, tablet or mobile devices on all popular web browsers. • Membership Management This allows you to manage families, multiple memberships, and related contacts. • Document Management You can create, save, print, upload and manage your documents for your organization in the cloud. Sign waivers, contracts, and other documents electronically with a digital signature and store them safely in the cloud. • Staff Management You can view all your staff schedules in one master calendar. PerfectMind provides your staff with the ability to make their own schedule and to adjust availability for vacations and time off. Manage staff wages, commissions, hours, availability and much more. Restrict access permissions for users and groups to improve security. • Activity Registration Online or on-site registration for all types of bookings including courses, private lessons, drop-in and flexible registrations to accommodate your needs. Intelligent conflict management gives you the flexibility to readily make changes to events. 16 • POS and Inventory Management To sell products, service or event online or on-site using cutting-edge features within inventory and sales management. Track purchase orders and inventory. • Attendance Tracking and Check-in Allow customers to scan or check themselves in at the front desk using a kiosk, or manually check-in with a staff member. Improve retention with live class statistics, and much more. Guest check -ins allow for quick processing to non-members or during busy periods. • Calendar Flexible, multi -functional calendar with drag -and -drop functionality to snake changes and updates to events, activities and facility booking. You can also view multiple facilities, locations and courses. • Marketing A built-in, fully -functional email solution replaces the need for any additional email applications so you can streamline your marketing for programs, campaigns, and personalized operation emails. Increase signups and enrollments using loyalty and referral programs. You can also have access to simple and customizable landing pages and lead - capture forms. • Task Management To schedule automated and recurring tasks with alerts to stay up-to-date, organized and focused. Set reminders based on predefined or custom triggers • Reports PerfectMind's built-in reporting engine enables you to create, customize and run reports. Create and schedule custom financial, attendance, utilization, and marketing reports all from the same interface. View real-time analytics and historical data in tabular or graphical format. All reports can be exported for use in a third -party application. • Account management To keep track of your clients and contacts including organizations and families EXHIBIT G PerfectMIND Privacy Policy http:.. www.Derfectmind.com/academy/i)rivaev Effective as of April 18th, 2016 This privacy statement describes how PerfectMIND, Inc. ("PerfectMind ) collects and uses the personal information you provide on our websites and platforms: PerfectMind and Championsway. It also describes the choices available to you regarding our use of your personal information and how you can access and update this information. PerfectMind, Inc. has been awarded TRUSTe's Privacy Seal signifying that this privacy policy and practices have been reviewed by TRUSTe for compliance with the TRUSTe program. In order to view our relationship with TRUSTe please visit the validation page visible by clicking on the TRUSTe Seal. If you have questions or complaints regarding our privacy policy or practices, please contact us at info@Perfectmind.com. If you are not satisfied with our response you can contact TRUSTe here. The TRUSTe program covers our collection, use and disclosure of information collected through the websites, http://www.perfectmind.com and http://www.championsway.com and services PerfectMind and Championsway, and does not cover information that may be collected through our mobile applications or downloadable software. The use of information collected through our service shall be limited to the purpose of providing the service for which the client has engaged PerfectMind. What Kind of Information Do We Collect? We collect information (such as your name, email address, mailing address, phone number, username and password, financial information such as your credit card number and billing address) that you provide when you sign up with us. We also maintain a record of your product interests and your purchases online. How Do We Use Your Information? When you make a purchase from us, we use your information to process your order. We will also send you email to confirm your order, and we may need to contact you via phone, postal mail or email if we have other questions regarding your order. When you register with us or participate in a contest or promotion you may choose to receive emails from us regarding our products, and 18 services. From time to time, we may also send you email to help us learn more about your shopping preferences. In addition, we may use information about your product interests and purchases to help us improve our site design and your shopping experience. How Do I Remove My Information? We want to communicate with you only if you want to hear from us. If you prefer not to receive information from us, either through email, postal mail or by phone, please follow the unsubscribe instruction within the email message or contact us at support@perfectmind.com. Please note that such requests may take up to 2 weeks to become effective. In addition, if you ask us to remove your name and address from our email or postal mailing lists, we will maintain your name in a "do not mail" file to ensure that we can honour your request. Please also note that when you make a purchase, we will send you emails to confirm your order and may also need to contact you via phone, postal mail or email if we have other questions regarding your order. Information Sharing We may provide your personal information to companies that provide services to help us with our business activities such as processing your credit card or offering customer support through a chat service. These companies are authorized to use your personal information only as necessary to provide these services to us. We will share your personal information with third parties only in the ways that are described in this privacy statement. We do not sell your personal information to third parties. We may also disclose your personal information • ❑ as required by law, such as to comply with a subpoena, or similar legal process. •❑when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request. • 0 t any other third party with your prior consent to do so. • ❑ if PerfectMind is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information. Facebook Connect You can log in to our site using sign -in services such as Facebook Connect. This service will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre -populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this website to your profile page to share with others within your network. How Do We Protect Kids' Privacy? Consistent with the Children's Online Privacy Protection Act of 1998, we will never knowingly request personal information from anyone larder the age of 13 without prior verifiable parental consent. If we become aware that a subscriber is under the age of 13 and has registered without 19 prior verifiable parental consent, we will remove his or her personally identifiable registration inforination from our files. Information Collected for Our Customers PerfectMind collects information under the direction of its customers, and has no direct relationship with the individuals whose personal data it processes. PerfectMind works with its customers to help them provide notice to their clients concerning, the purpose for which personal information is collected. If you are a client of one of our Customers and would no longer like to be contacted by one of our Customers that use our service, please contact the Customer that you interact with directly. PerfectMind may transfer personal information to companies that help us provide our service. Transfers to subsequent third parties are covered by the provisions in this Policy regarding notice and choice and the service agreements with our customers PerfectMind has no direct relationship with the individuals whose personal data it processes. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his query to the PerfectMind's customers (the data controller). If the customer requests PerfectMind to remove the data, we will respond to their request within 30 business days. PerfectMind will retain personal data we process on behalf of our Customers for as long as needed provide services to our Customer. PerfectMind will retain and use this personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. What Are Tracking Technologies? As is true of most web sites, we gather certain information automatically and store it in log files. This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data. We may combine this automatically collected log information with other infonnation we collect about you. We do this to improve site functionality and improve the services we offer you. Technologies such as: cookies, beacons, tags and scripts are used by PerfectMind and our partners Salesforce, Google and other analytics providers. These technologies are used in analyzing trends, administering the site, tracking users' movements around the site and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis. We use cookies to remember users' settings (e.g. language preference) and to provide targeted advertising via Google Adwors . Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our site, but your ability to use some features or areas of our site may be limited. 20 We use Local Shared Objects (LSOs), such as Flash cookies, and Local Storage, such as HTML5 to store content information and preferences. Various browsers may offer their own management tools for removing HTML5. Third parties with whom we partner to provide certain features on our site or to display advertising based upon your Web browsing activity also use HTML 5 or Flash to collect and store information. Various browsers may offer their own management tools for removing HTML5. To manage Flash LSOs please click here. Behavioral Targeting / Re -Targeting We partner with a third party to either display advertising on our Web site or to manage our advertising on other sites. Our third party partner may use technologies such as cookies to gather information about your activities on this site and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest -based ads, you may opt -out by clicking here Please note this does not opt you out of being served ads. You will continue to receive generic ads. Third Party Sites and Links You may see various links throughout our site that lead to you another website, outside of www. perfectmind.com and www.championsway.com. These sites may include our affiliates, partners, or other sites that we believe are usefiil resources to our visitors. Because these links are to third party sites, PerfectMind perfectmind.com is not responsible for the privacy practices or any privacy issues that may arise on the third party sites. Please refer to the respective third party site for their privacy policies. How Do We Make Sure Your Order Information Is Secure? The security of your personal information and our clients' information is important to us. When you enter sensitive information (such as log in credentials) we encrypt the transmission of that information using secure socket layer technology (SSL). We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can contact info@Perfectmind.com. Testimonials With your consent we may post your testimonial along with your name. If you want your testimonial removed please contact us at info@Perfectmind.com. Social Media (Features) and Widgets 21 Our Web site includes Social Media Features, such as the Facebook Like button and Widgets, such as the Share this button or interactive mini -programs that run on our site. These Features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy policy of the company providing it. Data Retention We will retain your information for as long as your account is active or as needed to provide you services. If you wish to cancel your account or request that we no longer use your information to provide you services contact us at info@Perfectmind.coim. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Access to Personal Information If your personal information changes, or if you no longer desire our service, you may correct, update, amend, delete/remove or deactivate it by snaking the change on our member information page, by emailing our Customer Support at info@Perfectmind.com or by contacting us by telephone or postal mail at the contact information listed below. Notification of Privacy Policy Changes We may update this privacy policy to reflect changes to our information practices. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on this Site prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices. 22 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Carlene McCart Extension: 3340 Contractor Name: PerfectMlND, INC Contractor's Contact: Saeid Safarmehdi Contact's Email: saeid.safarmehdi@perfectmind.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor COMPLETED DATE Click here to enter a date. Click here to enter a date. 10/21/2016 11/8/2016 REVIEWER Check/Initial Click here to ❑ enter a date. ❑ N/A Or ❑ 11/7/2016 z /16 N b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date. Click here to enter a date. 10/21/2016 11/8/2016 REVIEWER Check/Initial Click here to ❑ enter a date. ❑ N/A Or ❑ 11/7/2016 z /16 N