FY2024-09 MaintainX 2024 Service Software AgreementMaintainX Service Agreement
Contract FY2024-09
Terms of Service
Last Updated: September 29th, 2020
This agreement ("Agreement") is between MaintainX, Inc. ("MaintainX", "We", "Us")
and the person or entity agreeing to the terms of this Agreement ("Customer", "You").
This Agreement is effective on the earliest of (a) the date Customer signs up to the
Service (as defined below); (b) Customer entering into an Order Form or similar form
referencing or otherwise incorporating this Agreement; or (c) Customer's use of the
Service (the "Effective Date"). If you are entering into this Agreement on behalf of your
organization, that organization is deemed to be the Customer and you represent that
you have the power and authority to bind that organization to this Agreement.
1. DEFINITIONS
In addition to definitions set forth elsewhere in this Agreement, the following terms have
the following meanings:
"Admin User" means any individual who is authorized by You to use the Service, to
whom You (or We at Your request) have supplied access credentials, and who has
permissions to administer Your account within the Service in addition to using all other
features of the Service applicable to Your Subscription.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is
under common Control with the subject entity. "Control," for purposes of this definition,
means direct or indirect ownership or control of more than 50% of the voting interests of
the subject entity.
"Authorized User" means any Admin User, Full User, or Requester User.
"Beta Service" means certain features, technologies, and services that are not
generally available to Our customers, as updated from time to time.
"Customer Data" means information, data, and other content, in any form or medium,
that is collected, downloaded, or otherwise received, directly or indirectly, by Us or our
Affiliates from Customer or an Authorized User by or through the Service, including
Customer assets, policies, practices, and protocols that Customer or its Authorized
Users upload or otherwise provide to the Service. For the avoidance of doubt, Customer
Data does not include any information reflecting the access or use of the Service by or
on behalf of Customer or any Authorized User.
"Documentation" means the online documentation and Service feature descriptions,
as updated from time to time, located at ttps://www.getmaintainx.com/#feature or at
such other URL as We may provide from time to time.
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"Full User" means an individual, other than an Admin User, who is authorized by You
to use the Service, to whom You (or We at Your request) have supplied access
credentials, and who has permissions to use features of the Service applicable to Your
Subscription beyond the permissions provided to a Requester User.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm,
including, for example, viruses, worms, time bombs, and trojan horses.
"Order Form" means an online confirmation page or an ordering document specifying
a Subscription to the Service or Implementation Services, or both, to be provided under
this Agreement that specifies a number of Users, including any free trial of any
Subscription plan or any free or paid Subscription plans offered by Us. For clarity, Order
Forms may include online requests by You for access to the Service for a particular
number of Users along with any accepted quotes, purchase orders, or signed order
forms, in each case referencing this Agreement and without any terms or conditions
added by You.
"Our" means MaintainX's and "Your" means Customer's.
"Our Materials" means the Service, Installed Software, Documentation, and Our
Systems and any and all other information, data, documents, materials, works, and
other content, devices, methods, processes, hardware, software, and other
technologies and inventions, including any deliverables, technical or functional
descriptions, requirements, plans, or reports, that are provided, developed or used by
Us or any Subcontractor in connection with the Service or otherwise comprise or relate
to the Service or Our Systems, including any information, data, or other content derived
from MaintainX's monitoring of Customer's or any Authorized User's access to or use of
the Service, but not including Customer Data.
"Our Systems" means the information technology infrastructure used by or on behalf
of MaintainX in providing the Service, including all computers, software, hardware,
databases, electronic systems (including database management systems), and
networks, whether operated directly by Us or using third -party services.
"Privacy Policy" means Our Privacy Policy, as updated from time to time, located
at: https://www.getmaintainx.com/privacy-policy/ or such other URL as We may provide
from time to time.
"Purchased Service" means the Service that You purchase under an Order Form
specifying a paid Subscription, as distinguished from those provided pursuant to a free
trial or under a free Subscription.
"Requester User" means an individual who is authorized by You to use the Service for
the limited purpose of making work requests, viewing the status of work requests, and
sending and receiving messages within the Service, and any other limited permissions
provided to Requester Users specified in the Documentation, and to whom You (or We
at Your request) have supplied access credentials.
"Service" means the computerized maintenance and management software as a
service platform that We make available online and through one or more mobile
applications, including any changes or updates, as described in the applicable Order
Form.
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"Subscription" means access to the Service as requested by You on a per User basis
as specified in the applicable Order Form.
"Subscription Term" means the period of time during which Authorized Users are
permitted to use the Service as set forth in the applicable Order Form along with any
renewals as specified in Section 12.2 (Term of Purchased Subscriptions).
"Third -Party Materials" means materials and information, in any form or medium,
including any open -source or other software, documents, data, content, specifications,
products, equipment, or components of or relating to the Service that are not proprietary
to MaintainX.
"User" means an Admin User or Full User.
2. FREE TRIAL
If You register for a free trial Subscription to the Service on Our website or with Our
mobile application, subject to the terms of this Agreement, We will make the Service
available to You on a trial basis, free of charge, until the earlier of (a) the end of the free
trial period, or (b) the start date of any paid Subscription ordered by You. Additional trial
terms and conditions may appear on the trial registration web page and are
incorporated into this Agreement by reference.
Your Customer Data that you input into Our Systems, and any customizations made to
the Service by or for You, during Your free trial may be permanently lost or deleted at
the end of the free trial period unless You purchase a Subscription to the Service before
the end of the free trial period.
3. OUR RESPONSIBILITIES
3.1 Provision of the Service. We will use commercially reasonable efforts to make the
Service available to Customer and its Authorized Users pursuant to this Agreement and
the applicable Order Form. Notwithstanding the foregoing, the Service may not be
available due to planned downtime (which We will schedule to the extent practicable
during low usage hours such as nights or weekends).
3.2 Access and Use. MaintainX hereby grants to Customer a non-exclusive, non-
sublicensable, non-transferrable (except in compliance with Section 14.3), worldwide
right to access and use, and permit Authorized Users to access and use, the Service
solely for Customer's internal business operations in accordance with the terms of this
Agreement.
3.3 Software License. MaintainX hereby grants to Customer a non-exclusive, non-
sublicensable, non -transferable (except in compliance with Section 14.3) license to
install, execute and use any mobile application software that We provide or otherwise
make available to You or Your Authorized Users in connection with use of the Service
as permitted herein (collectively, "Installed Software"), in object code only, on devices
owned or controlled by Customer or the applicable Authorized User (each, an
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"Authorized Device"), solely for Customer's internal business operations in accordance
with the terms of this Agreement.
3.4 Documentation License. MaintainX hereby grants to Customer a non-exclusive,
non-sublicensable, non -transferable (except in compliance with Section 14.3) license to
use, and permit Authorized Users to use, the Documentation solely for Customer's
internal business purposes.
3.5 Changes to the Service, Installed Software, and Documentation. We reserve
the right, in our sole discretion, to make changes to the Service, Installed Software and
Documentation at any time that We deem necessary or useful to (a) maintain or
enhance: (i) the quality or delivery of services to Our customers; (ii) the competitive
strength of or market for Our services; or (iii) the Service's cost efficiency or
performance; or (b) to comply with applicable Law.
3.6 Beta Service. We may invite You to try Beta Service at no charge. You may accept
or decline any such trial in Your sole discretion. Beta Service will be clearly designated
as beta, pilot, limited release, developer preview, non -production, evaluation or by a
description of similar import. Beta Service is for evaluation purposes and not for
production use, is not considered part of the "Services" under this Agreement, are not
supported, and may be subject to additional terms. Unless otherwise stated, any Beta
Service trial period will expire upon the date that a version of the Beta Service becomes
generally available. We may discontinue Beta Service at any time in Our sole discretion
and may never make features, technologies, or services of Beta Service generally
available.
3.7 Suspension or Termination of Service. We may, directly or indirectly, and by use
of any lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized
User's, or any other Person's access to or use of all or any part of the Service, without
incurring any resulting obligation or liability, if: (a) MaintainX receives a judicial or other
governmental demand or order, subpoena, or law enforcement request that expressly or
by reasonable implication requires MaintainX to do so; or (b) MaintainX believes, in its
good faith and reasonable discretion, that: (i) Customer or any Authorized User has
failed to comply with any term of this Agreement, including payment obligations, or
accessed or used the Service beyond the scope of the rights granted or for a purpose
not authorized under this Agreement; (ii) Customer or any Authorized User is, has been,
or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to
or in connection with any of the Service; or (iii) this Agreement expires or is terminated.
This Section 3.7 does not limit any of Our other rights or remedies, whether at law, in
equity, or under this Agreement.
3.8 Support. Each Subscription includes customer support services ("Support
Services") at the support levels applicable to the Subscription in accordance with the
MaintainX service support schedule then in effect.
3.9 Implementation Services. If You purchase implementation services such as bulk
provisioning of Authorized User accounts or Customer training ("Implementation
Services"), MaintainX shall provide such implementation services as set forth on the
applicable Order Form.3.10 Subcontractors. We may engage third parties (each, a
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"Subcontractor") to perform Our obligations under this Agreement in Our discretion,
but We remain responsible for performance of any such Subcontractor.
4. USE OF SERVICES
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) access
to the Service is acquired by Customer with a Subscription with fees for the applicable
Subscription plan, if any, payable on a per User basis, (b) Subscriptions have a monthly
or annual Subscription Term, (c) Subscription plans may be upgraded during the
Subscription Term with the term for such upgraded plan prorated for the portion of that
Subscription Term remaining at the time the mid-term subscription plan is upgraded,
and (d) access for all Authorized Users terminates on the same date as the Subscription
Term.
4.2. Increases and Decreases. The total number of Users may be increased during the
then -current Subscription Term by any of Your Admin Users by submitting an Order
Form specifying the new higher number of Users with fees pro -rated for the then -current
Subscription Term. The total number of Users may be decreased during the then -
current Subscription Term by Customer by submitting an Order Form specifying a new
lower number of Users with fee changes and applicable usage limits taking effect at the
end of the then -current Subscription Term.
4.3 Usage Limits. The Service is subject to usage limits, including, for example, the
quantities or other limits specified in the applicable Order Form(s) (for example, number
of Users, work orders with pictures, number of parts in parts inventory, repeatable work
orders, length of history for reports provided by the Service to you).
4.4 Your Responsibilities. You will (a) be responsible for Authorized Users'
compliance with this Agreement and for all activities that occur through Your Authorized
Users' use of the Service and any Installed Software, including the restrictions set forth
in Section 4.5 below, (b) be responsible for the accuracy, quality and legality of
Customer Data, (c) use reasonable efforts to prevent unauthorized access to or use of
the Service or the Installed Software, and notify Us promptly of any such unauthorized
access or use, (d) use the Service and Installed Software only in accordance with this
Agreement and applicable laws and government regulations, and (e) respond to
questions and complaints from Authorized Users or third parties relating to Your or Your
Authorized Users' use of the Service and Installed Software and use reasonable efforts
to resolve support issues before escalating them to Us.
4.5 Usage Restrictions. You will not, and You will not permit any third party (including
any Authorized User) to, (a) make the Service or Installed Software available to, or use
the Service or Installed Software for the benefit of, anyone other than You, (b) sell,
resell, license, sublicense, distribute, rent or lease the Service or Installed Software, or
include the Service or Installed Software in a service bureau or outsourcing offering, (c)
use the Service or Installed Software to store or transmit infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of
third -party privacy or intellectual property rights, (d) use the Service or Installed
Software to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or
performance of the Service or Installed Software or third -party data contained therein,
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including without limitation any anomalous use of the Service or Installed Software, (f)
attempt to gain unauthorized access to the Service or its related systems or networks,
(g) permit direct or indirect access to or use of the Service or Installed Software in a way
that circumvents a contractual usage limit, (h) copy the Service or Installed Software or
any of their respective parts, features, functions, or user interfaces, (i) frame or mirror
any part of the Service, other than framing on Your own intranets or otherwise for Your
own internal business purposes or as permitted in this Agreement, (j) access the
Service or Installed Software in order to build a competitive product or service, (k)
reverse engineer the Service or any of its associated software or the Installed Software
(to the extent such restriction is permitted by law), (1) remove any proprietary notices
from the Service, Installed Software, or Documentation, or (m) access the Service or
Installed Software for purposes of monitoring their availability, performance or
functionality, or for any other benchmarking or competitive purposes.
4.6 Privacy. Our Privac,, P� describes the collection, use, and sharing of certain
information that may be provided in connection with Your use of the Service. By using
the Service, You acknowledge that Customer Data will be processed in accordance with
Our Privacy Policy and this Agreement and may be processed in a country where it was
collected, as well as in countries where privacy laws may be less stringent, including the
United States. By using the Service or submitting Customer Data through the Service,
You expressly consent to such processes. To the extent You or one of your
representatives provide Us personally identifiable information about a named person or
entity in connection with this Agreement, You represent and warrant that You have that
person's or entity's consent to do so and will defend and indemnify Us for any breach of
such warranty.
5. SECURITY AND ACCESS TO CUSTOMER DATA
5.1 Protection of Customer Data. We maintain industry -standard administrative,
physical, and technical safeguards to protect the security, confidentiality, and integrity of
Customer Data. Those safeguards will include, but will not be limited to, measures for
preventing unauthorized access, use, modification, or disclosure of Customer Data by
Our personnel.
5.2 Self -Service Access to Customer Data. We will provide Customer's Admin Users
with the ability to download Customer Data from the Service, subject to any usage limits
applicable to Your Subscription. For example, We may only provide Customer the ability
to download particular types of Customer Data in particular formats under a free
Subscription plan.
5.3 Customer Control and Responsibility. Customer has and will retain sole
responsibility for: (a) all Customer Data, including its content and use; (b) all
information, instructions, and materials provided by or on behalf of Customer or any
Authorized User in connection with the Service; (c) Customer's information technology
infrastructure, including computers, software, databases, electronic systems (including
database management systems), and networks, whether operated directly by Customer
or through the use of third -party services ("Customer Systems"); (d) the security and
use of Customer's and its Authorized Users' access credentials; and (e) all access to
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and use of the Service directly or indirectly by or through the Customer Systems or its or
its Authorized Users' access credentials, with or without Customer's knowledge or
consent, including all results obtained from, and all conclusions, decisions, and actions
based on, such access or use. Without limiting the foregoing, the Service does not
replace the need for Customer to maintain regular data backups or redundant data
archives. We have no obligation or liability for any loss, alteration, destruction, damage,
corruption, or recovery of Customer Data.
C. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1 Fees. For any paid Subscription, Implementation Service, or other Service You
purchase from Us, You will pay all fees specified in the applicable Order Form(s).
Except as otherwise specified herein or in an Order Form, (a) fees for the Service are
based on the Subscription purchased and the total number of permitted Users rather
than actual usage or actual number of individuals with access credentials and (b)
payment obligations are non -cancelable and fees paid are non-refundable.
6.2 Invoicing and Payment. You will provide Us with valid and updated credit card
information, or with a valid purchase order or alternative document reasonably
acceptable to Us. If You provide credit card information to Us, You (a) authorize Us
to charge such credit card for (i) all Purchased Services listed in the Order Form
for the initial Subscription Term and any renewal Subscription Term(s) as set
forth in Section 12.2 (Term of Purchased Subscriptions) and (ii) any
Implementation Services listed in the Order Form, and (b) will ensure that the
credit card information provided to Us is current and valid and promptly update
the information if the credit card expires. Charges will be made in advance, either
annually or in accordance with any different billing frequency stated in the applicable
Order Form. If the Order Form specifies that payment will be by a method other than a
credit card, We will invoice You in advance and otherwise in accordance with the
relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are
due net 30 days from the invoice date. You are responsible for providing complete and
accurate billing and contact information to Us and notifying Us of any changes to such
information.
6.3 Overdue Charges. If any undisputed invoiced amount is not received by Us by the
due date, then without limiting Our rights or remedies, (a) We may charge interest at the
rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by
law, whichever is lower, (b) We may condition future subscription renewals and Order
Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and
Payment), and (c) We may require You to pay any collections or legal fees or costs
incurred by Us in order to collect payment of the corresponding undisputed invoiced
amount.
6.4 Payment Disputes. If You dispute any invoiced amounts, You will promptly provide
Us with notice of the disputed amounts along with supporting documentation within 30
days of Your receipt of the invoice, and the parties will cooperate diligently to resolve
such dispute in good faith. We will not exercise Our rights under Section 6.3 (Overdue
Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing
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the applicable charges reasonably and in good faith and are cooperating diligently to
resolve the dispute, provided that You remit payment for any undisputed amounts in a
timely manner.
6.6 Taxes. Our fees do not include any taxes, levies, duties, or similar governmental
assessments of any nature, including, for example, value-added, sales, use, or
withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You
are responsible for paying all Taxes associated with Your purchases hereunder. If We
have the legal obligation to pay or collect Taxes for which You are responsible under
this Section 6.6, We will invoice You and You will pay that amount unless You provide
Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, We are solely responsible for taxes assessable against Us based on Our
income, property, and employees.
6.7 Future Functionality. You agree that Your purchases are not contingent on the
delivery of any future functionality or features, or dependent on any oral or written public
comments made by Us regarding future functionality or features.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Our Materials. Subject to the limited rights expressly granted hereunder, We retain
all of Our rights, title, and interest in and to Our Materials and all of Our intellectual
property rights therein. With respect to Third -Party Materials, the applicable third -party
providers own all right, title, and interest, including all Intellectual Property Rights, in and
to the Third -Party Materials. No rights are granted to You hereunder other than as
expressly set forth herein or, with respect to Third -Party Materials, the applicable third -
party license.
7.2 Customer Data. As between You and Us, You are and will remain the sole and
exclusive owner of all right, title, and interest in and to all Customer Data, subject to the
rights and permissions granted in Section 7.3.
7.3 Our Rights to Use Customer Data. You grant Us and Our Affiliates the right to use
Customer Data, in compliance with applicable law, in order to: (a) provide the Service in
accordance with this Agreement and the Privacy Policy, (b) prevent or address service,
support, or technical problems, or (c) as may be required by law. You also grant Us and
Our Affiliates the right to use Customer Data, in compliance with applicable law, in an
aggregated and de -identified manner, without use of any personally identifiable
information, to create and make available insights, reports, statistical inferences, and
industry best practices for You and our other customers and for marketing, survey
purposes, benchmarking, proposing industry standards or modifications thereto, feature
suggestions, product analytics, new product features or services, Service utilization
analyses and related purposes, provided that it does not identify You, Your Affiliates, or
Your or Your Affiliates' respective agents, representatives, customers or employees and
is not attributable to such persons or entities in any way.
7.4 License to Use Feedback. You grant to Us and Our Affiliates a worldwide,
perpetual, irrevocable, royalty -free license to use and incorporate into Our Materials any
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suggestion, enhancement request, recommendation, correction, or other feedback
provided by You or Authorized Users relating to the Service.
8. CONFIDENTIALITY
8.1 Definition of Confidential Information. "Confidential Information" means all
information disclosed by a party ("Disclosing Party") to the other party ("Receiving
Party"), whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the
circumstances of disclosure. Our Confidential Information includes Our Materials; and
Confidential Information of each party includes the terms and conditions of this
Agreement and all Order Forms (including pricing), as well as business and marketing
plans, technology and technical information, product plans and designs, and business
processes disclosed by such party. However, Confidential Information does not include
any information that (a) is or becomes generally known to the public without breach of
any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior
to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party, (c) is received from a third party without breach of any obligation owed
to the Disclosing Party, or (d) was independently developed by the Receiving Party.
8.2 Protection of Confidential Information. The Receiving Party will use the same
degree of care that it uses to protect the confidentiality of its own confidential
information of like kind (but not less than reasonable care) (a) not to use any
Confidential Information of the Disclosing Party for any purpose outside the scope of
this Agreement, and (b) except as otherwise authorized by the Disclosing Party in
writing, disclose Confidential Information of the Disclosing Party only to those of its and
its Affiliates' employees, contractors and advisors who need that access for purposes
consistent with this Agreement and who are bound by confidentiality obligations to the
Receiving Party at least as protective as those herein. Neither party will disclose the
terms of this Agreement or any Order Form to any third party other than its Affiliates,
legal counsel, and accountants without the other party's prior written consent, provided
that a party that makes any such disclosure to its Affiliate, legal counsel or accountants
will remain responsible for such Affiliate's, legal counsel's or accountant's compliance
with this Section 8.2.
8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information
of the Disclosing Party to the extent compelled by law or by the order of a court or
similar judicial or administrative body to do so, provided the Receiving Party gives the
Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted)
and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes
to contest the disclosure. If the Receiving Party is compelled by law to disclose the
Disclosing Party's Confidential Information as part of a civil proceeding to which the
Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling
and providing secure access to that Confidential Information.
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9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND
DISCLAIMERS
9.1 Representations. Each party represents to the other party that it has validly
entered into this Agreement and has the legal power to do so.
9.2 Our Warranties. We warrant to You that the Purchased Services will perform
materially in accordance with the specifications set forth in the Documentation. We
further warrant to You that the Implementation Services and Support Services will be
performed in a professional and workmanlike manner. For any breach of the above
warranty, Your exclusive remedies and Our sole obligations are those described in
Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).
9.3 Mutual Warranties. Each party warrants that it will comply with all laws and
regulations applicable to its provision or use of the Purchased Services, Implementation
Services, and Support Services, as applicable (including applicable data security breach
notification law).
9.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY
MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -
INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW. EXCEPT AS EXPRESSLY PROVIDED UNDER SECTION 9.2 ABOVE, THE
SERVICE, THE INSTALLED SOFTWARE, THE IMPLEMENTATION SERVICES, THE
SUPPORT SERVICES, AND ANY BETA SERVICES ARE PROVIDED "AS IS,"
EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9.5 Benefit of the Bargain. The warranty disclaimer set forth above in Section 9.4 and
the limitation of liability set forth in Section 11 below are fundamental elements of the
basis of the agreement between MaintainX and Customer. We would not be able to
provide the Service on an economic basis without such limitations. The warranty
disclaimer and limitation of liability inure to the benefit of Our suppliers.
10. MUTUAL INDEMNIFICATION
10.1 Indemnification by Us. We will defend You against any claim, demand, suit, or
proceeding made or brought against You by a third party alleging that the use of the
Service in accordance with this Agreement infringes or misappropriates such third
party's intellectual property rights (a "Claim Against You"), and will indemnify You
from any damages, attorney fees, and costs finally awarded against You as a result of,
or for amounts paid by You pursuant to a settlement of, a Claim Against You, provided
You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole
control of the defense and settlement of the Claim Against You (except that We may not
settle any Claim Against You unless it unconditionally releases You of all liability), and
(c) give Us all reasonable assistance, at Our expense. You may participate in the
defense and settlement of the Claim Against You at Your expense. If We receive
information about an infringement or misappropriation claim related to a Service, We
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may in Our discretion and at no cost to You (i) modify the Service so that it no longer
infringes or misappropriates, (ii) obtain a license for Your continued use of that Service
in accordance with this Agreement, or (iii) terminate Your Subscriptions for that Service
upon 30 days' written notice and refund You any prepaid fees covering the remainder of
the Subscription Term for the terminated subscriptions. The above defense and
indemnification obligations do not apply to the extent a Claim Against You arises from
Your breach of this Agreement or otherwise from Your gross negligence or willful
misconduct.
10.2 Indemnification by You. You will defend Us against any claim, demand, suit or
proceeding made or brought against Us by a third party, including any Authorized User
(a) alleging that Customer Data or any use of the Customer Data in accordance with
this Agreement, infringes or misappropriates such third party's intellectual property
rights or rights of privacy or publicity; (b) based on Customer's or any Authorized User's
(i) gross negligence or willful misconduct, (ii) use of the Service in a manner not
authorized by this Agreement, (iii) use of the Service in combination with data, software,
hardware, equipment, or technology not provided by Us or authorized by Us in writing;
or (c) alleging personal injury or property damage caused by Customer or any
Authorized User in connection with the Service (collectively, a "Claim Against Us"),
and will indemnify Us from any damages, attorney fees and costs finally awarded
against Us as a result of, or for any amounts paid by Us pursuant to a settlement of, a
Claim Against Us, provided We (a) promptly give You written notice of the Claim
Against Us, (b) give You sole control of the defense and settlement of the Claim Against
Us (except that You may not settle any Claim Against Us unless it unconditionally
releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
We may participate in the defense and settlement of the Claim Against Us at Our
expense.
10.3 Exclusive Remedy. This Section 10 states the indemnifying party's sole liability to,
and the indemnified party's exclusive remedy against, the other party for any type of
claim described in this Section 10.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. EXCEPT FOR ANY BREACH OF SECTION 5 (DATA
SECURITY) OR SECTION 8 (CONFIDENTIALITY), OR YOUR OBLIGATIONS UNDER
4.6 (USAGE RESTRICTIONS) OR SECTION 6 (FEES AND PAYMENT FOR
PURCHASED SERVICES), NEITHER PARTY'S LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT WILL EXCEED THE GREATER OF THE AMOUNT
PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR
SERIES OF RELATED INCIDENTS OR $100. WITH RESPECT TO ANY BREACH OF
SECTION 5 (DATA SECURITY) OR SECTION 8 (CONFIDENTIALITY), NEITHER
PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL
EXCEED THE GREATER OF TWO TIMES THE AMOUNT PAID BY YOU
HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF
RELATED INCIDENTS OR $200. THE ABOVE LIMITATIONS WILL APPLY WHETHER
AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
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Contract FY2024-09 MaintainX Software Annual Services
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LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT EITHER
PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
11.2 Exclusion of Consequential and Related Damages. EXCEPT FOR ANY
BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8
(CONFIDENTIALITY) OR YOUR OBLIGATIONS UNDER 4.6 (USAGE
RESTRICTIONS), IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO
THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES,
WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT
APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1 Term of Agreement. This Agreement commences on the date You first accept it
and continues until all Subscription Terms hereunder have expired or have been
terminated.
12.2 Term of Purchased Subscriptions. The Subscription Term is as specified in the
applicable Order Form. Subscriptions automatically renew for additional periods equal
to the expiring Subscription Term or one year (whichever is shorter), unless otherwise
set forth in the applicable Order Form or either party gives the other notice of non-
renewal at least 30 days before the end of the relevant Subscription Term. The pricing
during any automatic renewal term, as described in the Order Form, will be the same as
that during the immediately prior term unless We have given You written notice of a
pricing increase at least 60 days before the end of that prior term, in which case the
pricing increase will be effective upon renewal and thereafter.
12.3 Termination. A party may terminate this Agreement (a) 30 days after providing
written notice to the other party of a material breach of its obligations under this
Agreement if such breach remains uncured at the expiration of such 30 -day period, (b) if
the other party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,
or (c) upon 10 days' written notice to the other party if the other party is in material
breach of this Agreement more than two times notwithstanding any cure of such
breaches.
12.4 Refund or Payment upon Termination. If You terminate this Agreement in
accordance with Section 12.3 (Termination), We will refund You any prepaid fees for the
Service covering the remainder of the Subscription Term of all Order Forms after the
effective date of termination and any prepaid fees for any Implementation Services not
yet performed. If We terminate this Agreement in accordance with Section 12.3, You will
pay any unpaid fees covering the remainder of the Subscription Term of all Order
Forms. In no event will termination relieve You of Your obligation to pay any fees
payable to Us for the period prior to the effective date of termination.
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12.5 Customer Data Portability and Deletion. After the effective date of termination or
expiration of this Agreement, We will have no obligation to maintain or provide
Customer Data, and may, in Our sole discretion, delete or destroy all copies of
Customer Data in Our systems or otherwise in Our possession or control, unless legally
prohibited. Notwithstanding the foregoing, for any Purchased Service, We will make all
Customer Data available to You for electronic retrieval for a period of 30 days after such
termination or expiration.
12.6 Surviving Provisions. Each party is responsible for any obligations to the other
party that arose prior to any termination or expiration of this Agreement. In
addition, except as otherwise set forth in this Agreement, Section 7 (Intellectual
Property Rights), Section 8 (Confidentiality), Section 9.4 (Disclaimers), Section 10
(Mutual Indemnification), Section 11 (Limitation of Liability), Section 12.4 (Refund or
Payment upon Termination), Section 12.5 (Customer Data Portability and Deletion, this
Section 12.6 (Surviving Provisions), Section 13 (Notices, Governing Law and Dispute
Resolution), and Section 14 (General Provisions) survive any termination or expiration
of this Agreement.
13. NOTICES, GOVERNING LAW, AND DISPUTE RESOLUTION
13.1 Manner of Giving Notice. All notices, permissions, and approvals hereunder must
be in writing and will be deemed given upon: (i) personal delivery, (ii) the third business
day after mailing, (iii) the second business day after sending via an overnight delivery
service; or (iii) the first business day after sending by email (provided email is not
sufficient for notices of material breach, termination, or an indemnifiable claim). Notices
to Us shall be addressed to:
MaintainX, Inc. Attn: Customer Service Department 185 Clara Street Suite 101C San
Francisco, CA 94107
Telephone: 510-495-0974 Email: info getmaintainx.com
Billing -related notices to You shall be addressed to the relevant billing contact
designated by You. All other notices to You shall be addressed to the relevant Admin
User designated by You, in writing, by like notice
13.2 Governing Law and Venue. This Agreement and any disputes arising under it will
be governed by the laws of the State of California without regard to its conflict of laws
provisions, and each party consents to the personal jurisdiction and venue of the state
or federal courts located in San Francisco, California. The application of the United
Nations Convention on Contracts for the International Sale of Goods is expressly
excluded.
13.3 Informal Dispute Resolution and Arbitration. The parties acknowledge that
most disputes can be resolved without resort to litigation. The parties will use their best
efforts to settle any dispute directly through consultation with each other before initiating
a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve
the dispute, any and all disputes arising out of or in any way relating to this Agreement,
including without limitation its existence, validity, or termination, shall be resolved
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according to California law and exclusively by binding arbitration before a single
arbitrator with the Judicial Arbitration and Mediation Service ("JAMS") and pursuant to
the then existing arbitration rules at JAMS.
If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an
arbitrator experienced in the enterprise software industry. The place of the arbitration
will be San Francisco, California unless otherwise agreed upon by the parties. The
arbitration will be conducted in English. The arbitrator shall provide detailed written
findings of fact and conclusions of law in support of any award. Judgment upon any
such award may be enforced in any court of competent jurisdiction. The existence of a
dispute, submission to arbitration, and any arbitration award under to this Agreement is
deemed the Confidential Information of both parties.
The parties further agree that the arbitration shall be conducted in their individual
capacities only and not as a class action or other representative action, and the parties
expressly waive their right to file a class action or seek relief on a class basis. If any
court or arbitrator determines that the class action waiver set forth herein is void or
unenforceable for any reason or that an arbitration can proceed on a class basis, then
the portions of this Section 13.3 mandating arbitration shall be deemed null and void in
its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
You may opt out and not be bound by the arbitration and class action waiver provisions
by sending written notice to MaintainX. Any such notice must be given within 30 days of
the Effective Date. If Customer opts out of arbitration, MaintainX also will not be bound
to arbitrate.
Notwithstanding anything to the contrary in this Section 13, (a) either party shall be
entitled to seek injunctive relief as set forth in Section 13.4 (Equitable Relief) below and
to stop unauthorized use of the Service or infringement of Intellectual Property Rights
and (b) any disputes, claims, or controversies concerning either party's Intellectual
Property Rights or claims of piracy or unauthorized use of the Service shall not be
subject to arbitration but instead must be heard in state or Federal court in San
Francisco, California.
13.4 Equitable Relief. Each party acknowledges and agrees that a breach or
threatened breach by such Party of any of its obligations under Section 8
(Confidentiality) or, in the case of Customer, Section 4.6 (Usage Restrictions), would
cause the other Party irreparable harm for which monetary damages would not be an
adequate remedy and agrees that, in the event of such breach or threatened breach,
the other Party will be entitled to equitable relief, including a restraining order, an
injunction, specific performance, and any other relief that may be available from any
court, without any requirement to post a bond or other security, or to prove actual
damages or that monetary damages are not an adequate remedy. Such remedies are
not exclusive and are in addition to all other remedies that may be available at law, in
equity, or otherwise.
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14. GENERAL PROVISIONS
14.1 Export Compliance. The Service, other technology We make available, and
derivatives thereof may be subject to export laws and regulations of the United States
and other jurisdictions. Each party represents that it is not named on any U.S.
government denied -party list. You will not permit Authorized Users to access or use the
Service in a U.S.-embargoed country, or permit access or use by any denied party, or
otherwise in violation of any U.S. export law or regulation.
14.2 Entire Agreement and Order of Precedence. This Agreement, including any
Order Forms and addenda or exhibits incorporated therein, is the entire agreement
between You and Us regarding the subject matter hereof and supersedes all prior and
contemporaneous agreements, proposals, or representations, written or oral,
concerning its subject matter. No waiver of any provision of this Agreement will be
effective unless in writing and signed by the party against whom the waiver is to be
asserted. The parties agree that any term or condition stated in Your purchase order or
in any other of Your order documentation (excluding Order Forms) during the term of
this Agreement is void. In the event of any conflict or inconsistency among the following
documents, the order of precedence will be: (1) this Agreement, (2) the applicable Order
Form, and (3) the Documentation.
14.3 Assignment. Neither party may assign any of its rights or obligations hereunder,
whether by operation of law or otherwise, without the other party's prior written consent
(not to be unreasonably withheld); provided, however, either party may assign this
Agreement in its entirety (including all Order Forms), without the other party's consent to
its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale
of all or substantially all of its assets to which this Agreement relates. Notwithstanding
the foregoing, if a party merges with, is acquired by, sells substantially all or
substantially all of its assets to, or otherwise undergoes a change of control in favor of,
a direct competitor of the other party, then such other party may terminate this
Agreement upon written notice.
14.4 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.
14.5 Publicity. Unless otherwise set forth on an Order Form, MaintainX may use
Customer's name, logo, and marks to identify Customer as a MaintainX customer on
MaintainX's website and marketing, public relations, and materials for current or
prospective investors.
14.6 Third -Party Beneficiaries. There are no third -party beneficiaries under this
Agreement.
14.7 Waiver. No failure or delay by either party in exercising any right under this
Agreement constitutes a waiver of that right.
14.8 Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law, the provision will be deemed null and void, and the
remaining provisions of this Agreement will remain in effect.
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14.9 Changes. MaintainX may revise this Agreement from time to time by posting a
revised version on its website. Any such revised version will take effect as of the date of
posting of the revised version or such later date set forth in a notice to you.
Notwithstanding the foregoing, if You do not agree to the revised version, You may
provide us written notice of non -renewal under Section 12.2 (Term of Purchased
Subscriptions) within 30 days of the effective date of the revised version and such
revised version will not apply to Your access and use of the Service through the
remainder of Your then -current Subscription Term.
14.10 Force Majeure. Except for payment obligations, neither party will be liable for
inadequate performance to the extent caused by a condition (for example, natural
disaster, an act of war or terrorism, riot, labor condition, governmental action, Internet
service provider failure or delay, or denial of service attack) that was beyond the party's
reasonable control.
14.11 US Government Rights. Each of the Installed Software, Documentation, and
each software component that We use to provide the Service is a "commercial item" as
that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software"
and "commercial computer software documentation" as such terms are used in 48
C.F.R. § 12.212. If Customer is an agency of the US Government or any contractor
therefor, Customer only receives those rights with respect to the Service, Installed
Software and Documentation as are granted to all other end users, in accordance with
(a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department
of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US
Government users and their contractors.
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MaintainX Privacy Policy
Privacy Policy
We take your privacy seriously.
In order to provide you and your employer with personalized workflow software
solutions (the "MaintainX Service'), MaintainX Inc. and its subsidiaries and affiliates
(collectively, "MaintainX) need you to provide us with certain Personal Information
(defined below) about yourself. We take the privacy of this Personal Information very
seriously. We provide this policy ("Privacy Policy') so that you can understand how we
collect Personal Information from you, what Personal Information we collect, and how
we use the Personal Information you provide.
Last Modified: September 29, 2020; This Privacy Policy is effective as of the date last
modified.
From time to time, we may change this Privacy Policy to accommodate new
technologies, industry practices, regulatory requirements, or for other purposes. Please
revisit this Privacy Policy to stay updated on any changes. We will notify you by email
(sent to the email address specified in your profile) of any material changes to our use
of your Personal Information.
This Privacy Policy applies to information provided to us about or relating to you, and
from which, either alone or when connected with other information to which we may
have access, you can be individually identified ("Personal Information"). That Personal
Information is described in more detail below.
If you are an employee or contractor of a customer of MaintainX, please note that
the MaintainX customer may collect and store Personal Information about you on
the MaintainX Service. This MaintainX customer information is under the control
of that customer. If you have any questions about how your Personal Information
has been processed by the MaintainX customer, please contact that customer
and/or review its privacy policies. MaintainX offers the MaintainX Service as a
service provider to its customers and does not have the authority to remove or
change a customer's information without that customer's approval.
MaintainX Privacy Principles
MaintainX follows these principles in order to protect your privacy:
• We do not collect any more Personal Information about you than is necessary;
• Unless you agree otherwise, we only use your Personal Information for the
purposes we specify in this Privacy Policy;
• We do not keep your Personal Information if it is no longer needed; and
• Other than as we specify in this Privacy Policy, we do not share your Personal
Information with third parties.
This Privacy Policy addresses the following questions:
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1. What is the Personal Information that we collect and how is it collected?
2. Why do we collect Personal Information?
3. How do we use Personal Information?
4. With whom do we share Personal Information?
5. How do we secure your Personal Information?
6. How do we transfer your Personal Information?
7. What are your rights regarding your Personal Information?
8. How long do we retain Personal Information?
9. Whom do I contact if I have questions or concerns?
10. Additional Terms.
1. What is the Personal Information that we collect and how is
it collected?
(a) Personal Information provided by you. We collect Personal Information by asking
you questions about yourself as an employee, service repair person, or contractor, as
well as your contact information. We will use this information to create your MaintainX
profile ("MaintainX Profile"). You may also provide us with Personal Information through
any website mobile application provided to you by MaintainX. In addition to this
information, we also collect certain Personal Information for administration of the
MaintainX Service, including account credentials and payment information, although
please note that payment card information is stored and maintained by our third -party
payment processors.
(b) Personal Information automatically collected. While you use the MaintainX
Service, we automatically record information that your browser sends whenever you
visit our website or mobile software application. For example, we may receive: the name
of the domain and host from which you access the Internet, the Internet Protocol (IP)
address of the computer you are using, the date and time you access our Service, and
certain device information (e.g., type of device, operating system). We use this
information to measure the usage of our Service, to understand how to serve you better,
and to assist with our analytics, security, and error handling. For more information about
the technology we use as part of this automatic collection of personal information,
please see our Cookie Policy.
Most web browsers and some mobile operating systems and mobile applications
include a Do -Not -Track ("DNT") feature or setting you can activate to signal your privacy
preference not to have data about your online browsing activities monitored and
collected. No uniform technology standard for recognizing and implementing DNT
signals has been finalized. As such, we do not currently respond to DNT browser
signals or any other mechanism that automatically communicates your choice not to be
tracked online. If a standard for online tracking is adopted that we must follow in the
future, we will inform you about that practice in a revised version of this Privacy Policy.
(c) Outside sources. We may periodically collect Personal Information about you from
business partners, contractors, and other third parties. This includes, but is not limited
to, instances in which you affirmatively authorize those third parties to provide us with
Personal Information.
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2. Why do we collect Personal Information?
We collect your Personal Information to provide you with the MaintainX Service and to
administer our business. It allows us to provide you with easy access to our products
and services, with a particular focus on the items and programs that may be of most
interest to you. Your Personal Information also allows us to communicate with you
about special offers, promotions, and other marketing programs and news that may be
of interest to you.
We may process or share Personal Information in reliance on the following legal bases:
• Consent
We may process your Personal Information if you have given us specific consent
to use your Personal Information for a specific purpose.
Legitimate Interests
We may process your Personal Information wher
achieve our legitimate business interests.
Performance of a Contract
Where we have entered into a contract with you,
Information to fulfill the terms of our contract.
Legal Obligations
it is reasonably necessary to
we may process your Personal
We may disclose your Personal Information where we are legally required to do
so in order to comply with applicable law, governmental requests, a judicial
proceeding, court order, or legal process, such as in response to a court order or
a subpoena (including in response to public authorities to meet national security
or law enforcement requirements).
Vital Interests
We may disclose your Personal Information where we believe it is necessary to
investigate, prevent, or take action regarding potential violations of our policies,
suspected fraud, situations involving potential threats to the safety of any person
and illegal activities, or as evidence in litigation in which we are involved.
3. How do we use Personal Information?
MaintainX uses your Personal Information to provide you with the MaintainX Service, to
provide you with a superior customer experience, and to administer our business. We
use your Personal Information to:
• Create a MaintainX Profile you can log into from any device;
• Provide you with insights and recommendations;
• Provide you with special offers, promotions, and other marketing programs and
news that may be of interest to you;
• Answer questions you ask of us regarding the MaintainX Service or
recommendations;
• Communicate with you regarding security, privacy, and administrative issues;
• Validate you are of legal age to use the MaintainX Service;
• Test and improve our systems and the MaintainX Service; and
• Manage our business.
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Non -personal data is used as described above and in other ways as permitted by
applicable laws, including combining non -personal data with personal data.
4. With whom do we share Personal Information?
Protecting the privacy and security of your Personal Information is a priority at
MaintainX. EXCEPT AS OTHERWISE DESCRIBED IN THIS PRIVACY POLICY,
MAINTAINX DOES NOT SELL OR RENT YOUR PERSONAL INFORMATION TO
THIRD PARTIES.
MaintainX may share a copy of your MaintainX Profile, which may include your email
address (if provided) with: (i) our customers, so they can better personalize their service
and maintenance programs and schedules (sharing of your MaintainX Profile with
another organization is subject to your control); (ii) service providers, subcontractors,
and agents who perform services on our behalf; and (iii) to third parties in certain
business relationships, such as, but not limited to, co -branded offerings where we may
offer a service or feature that is co -branded by MaintainX and the third party. If you
provide Personal Information in connection with a co -branded service or feature, that
Personal Information may be shared between MaintainX and the third party. MaintainX's
treatment of that Personal Information is governed by this Privacy Policy, but the third
party's treatment of your Personal Information will be subject to the third party's privacy
policy.
Some of our service providers provide analytics or advertising services on our behalf.
This may include using cookies, either alone or in conjunction with other tracking
technologies, to provide their services. This may include providing interest -based
advertising either on the MaintainX Service or on other websites. For more information
regarding your rights relating to these types of services, please review our Cookie
Policy.
In addition, MaintainX may share any of your Personal Information with third parties as
follows:
• Law Enforcement Officials and as Required by Law
MaintainX may release any or all of your Personal Information to third parties
when we determine, in our reasonable judgment, that it is necessary to (a)
comply with the law, regulation, legal process, or enforceable governmental
request; (b) enforce or apply the terms of any of our policies or user agreements;
or (c) protect the rights, property or safety of MaintainX, our employees, our
customers, users, or others.
• Sales, Mergers, and Acquisitions
If MaintainX becomes involved in a merger, acquisition, or any form of sale of
some or all of its business or assets, your Personal Information may be provided
to the entities and advisors involved, and your Personal Information may be
transferred to a third party in connection with consummation of any such
transaction. We will provide notice if your Personal Information becomes subject
to a different privacy policy as a result of any such transaction.
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5. How do we secure your Personal Information?
We take appropriate security measures, including physical, technological, and
procedural measures, to help to safeguard your Personal Information and to prevent
unauthorized access and disclosure. In addition, we use industry -standard technology,
such as edge -protection devices and encryption in the transmission of certain sensitive
Personal Information, designed to prevent unauthorized persons from gaining access to
your Personal Information and MaintainX Profile, and, as technology develops, we
intend to take additional measures to improve security. No method of transmission over
the Internet, or method of electronic storage, however, is 100% secure. Therefore, we
cannot guarantee its absolute security.
6. How do we transfer your Personal Information?
We operate globally and may transfer your Personal Information and MaintainX Profile
to individual companies and customers of MaintainX as part of the MaintainX Service. If
you are interacting with MaintainX from outside the United States and provide us with
any Personal Information, please note, in order for us to provide the MaintainX Service
or otherwise communicate with you as set forth in this Privacy Policy, it will be
necessary for your Personal Information to be transferred, stored, and processed within
the United States. The data protection laws in the United States may not be as
comprehensive as those in your country. However, wherever your Personal Information
is transferred, stored, or processed by us, we will take steps as required by applicable
law to ensure adequate levels of protection for your Personal Information.
If you are a customer located in the EU, please review and agree to the terms of our
Data Processing Agreement available here: MaintainX DPA.
7. What are your rights regarding your Personal Information?
When you interact with our Service in certain ways, you may be eligible to receive
certain marketing -related and promotional communications as well as special offers
(collectively "Promotional Communications") from MaintainX or third parties with whom
MaintainX has a business relationship and those communications may include
advertisements. The most common of these circumstances may include:
• Creating a MaintainX Profile
• Signing up to receive newsletters or email notices
• Entering a sweepstakes or a contest
If, at any time, you wish to no longer receive Promotional Communications from
MaintainX, you will be able to follow instructions provided with the Promotional
Communication or within our Service in connection with Promotional Communications.
Even if you opt -out of receiving Promotional Communications, you may continue to
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receive e-mails relating to MaintainX Profile update Personal Information, and/or other
security or business-related communications. Although the primary purpose of these
emails is not to provide you with promotional material, they may contain within them
some promotional material.
MaintainX provides you with the ability to access, correct, change or delete the Personal
Information in your MaintainX Profile at any time. Please be advised that MaintainX may
periodically archive Personal Information it has collected and there may be times that
such archived information cannot be permanently removed from our systems.
Additionally, if you are resident in the European Economic Area, you have the following
rights regarding your Personal Information:
• Review, correct, and delete your personal information
If you would at any time like to review, correct, or delete the personal information
that we hold about you or terminate your account, you can contact us using the
contact information provided. Upon your request to terminate your account or
delete your Personal Information, we will deactivate or delete your account and
Personal Information from our active databases. Please note that some Personal
Information may be retained in our files to prevent fraud, troubleshoot problems,
assist with any investigations, enforce our Terms of Use and/or comply with legal
requirements.
• Revoke consent
Where we process your Personal Information on the basis that you have
consented to such processing, you have the right to withdraw your consent at
any time by unsubscribing or contacting us.
• Complain to your local supervisory authority
You have the right to complain to your local data protection supervisory authority.
You can find their contact details here:
Additional rights: In addition to the above, you may also ask us to object to or restrict
processing of the Personal Information we have about you. You may ask us to transfer
your Personal Information to a third party in certain circumstances. You also have the
right not to be subject to decision-making based solely on automated processing in
certain circumstances. If you would like any other information on these aspects of your
rights, please contact us.
8. How long do we retain Personal Information?
We will only keep your Personal Information for as long as necessary to carry out our
services or as long as we are required by law. Generally, unless otherwise required by
applicable law, if a user or an organization is inactive for more than three years, we will
delete the Personal Information associated with the applicable account. However, we
cannot remove your Personal Information when there is a legal storage requirement
such as bookkeeping rules, or when there is a legal ground or obligation to keep the
Personal Information, such as an ongoing contractual relationship.
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9. Whom do I contact if I have questions or concerns?
If you have any questions about this Privacy Policy, please contact us
at privacW( getmaintainx.com or call customer service at 510-495-0974. If you would
like to report a Security concern about any of our products, please contact us
at securitV(a getmaintainx.com.
10. Additional Terms
Children's and Minors' Privacy. The MaintainX Service is not intended for minors, in
particular, children under the age of 18. MaintainX does not market to or knowingly
collect Personal Information from anyone under the age of 18. Children should always
get permission from their parents before sending any Personal Information about
themselves (such as their names, email addresses, and phone numbers) to anyone
over the Internet.
Please be advised that whenever you click on links and banners that take you to a third -
party website, you will be subject to the third party's privacy policies, not MaintainX's.
This Privacy Policy applies solely to Personal Information collected by MaintainX.
If you are a resident of California, you are entitled to request and obtain from us once a
calendar year information about the Personal Information we have shared, if any, with
other businesses for their own direct marketing use. If applicable, this information would
include the categories of Personal Information and the names and addresses of those
businesses with which we shared customer information for the immediately prior
calendar year (e.g., requests made in 2021 will receive information regarding 2020
sharing activities). To obtain this information please send an email message
to privacy(a getmaintainx.com with "Request for California Privacy Information" in the
header of your message. Please note that only information regarding the sharing of
Personal Information with third parties for their own direct marketing uses is covered by
this requirement.
By doing business with or interacting with MaintainX in the manner described in this
Privacy Policy at any time on or after the effective date noted above, you are accepting
the practices described in this Privacy Policy and you expressly consent to the
application of this Privacy Policy to the collection, storage, use and disclosure of your
Personal Information as described and subject to your rights under applicable law.
MaintainX Service Agreement
Contract FY2024-09 MaintainX Software Annual Services
Page 23 of 26
MaintainX Pricing
Subscription Pricing
The Kodiak Island Borough's account as of 10/25/2023 has agreed to sign up for 12
user accounts at the annual payment saving rate of $32.50 for a total of $390.00 per
month, which equates to $4,680.00 per year.
This annual contract will expire 10/25/2024.
Sales Quote #9911 is attached.
Acknowledgements
Wherefore the parties have entered into this Agreement the date and year first above written.
Date: 't o 2
Date: ► '�i 3"" t. Z-3
�gSKA
KODIAK ISLAND BOROUGH:
By:
' �— ,L
David Conrad
Borough Engineering & Facilities Director
Aimee Williams
Borough Manager
ATTE T:
By:
No a M. Javier
Borough Clerk
MaintainX Service Agreement
Contract FY2024-09 MaintainX Software Annual Services
Page 24 of 26
ATTACHMENT
MaintainX
1655 MISSION STREET, UNIT 346
SAN FRANCISCO, CA 94103
SALES QUOTE
Quote #9911
PREPARED FOR
Kodiak Island Borough
ITEM
Premium Plan - Annual (Ful I Users + Admins)
PREPARED DATE
July 18th, 2023
EXP. DATE
October 25th,
2023
QTY PRICE V'I'AL
12 5890 $4,680
Total: $4,680
MaintainX Service Agreement
Contract FY2024-09 MaintainX Software Annual Services
Page 25 of 26
THIS QUOTE IS SUBJECT TO THE FOLLOWING
TERMS AND CONDITIONS:
1. Users will be activated same day upon receipt of payment.
2. Any additional Users added to your account will need to be paid for within 30 days or risk
deactivation. Pricing listed in this quote will be honored for additional Users during the
initial subscription term can be prorated to the outstanding length of your initial
payment.
3. MaintainX s Terms of Service located at www. get malntainx.com/terms-of-service as well
as the Maintain{ Privacy Policy located at
https;flwww.getmaintainx.comfprivacy-policy apply to this quote. In addition, this quote
incorporates by reference Addenelu i -n A - Service Level Agreement (SLA) located at
www.getniaintalnx.com/service-level-agreement
4. Subject to your agreement to the terms and conditions of this quote, you may accept this
quote by paying with any of the following options:
a. Via credit card or AOH through your billing page at
app.aelmaintairix.com/settincis/billirig
b. Issuance of a check or money order (Annual Contracts Only) to MaintainX referencing
this quote prior to the expiration date above.
5. Alternatively, you may accept this quote by sending MaintainX written notice of
acceptance, subject to your agreement to the terms and conditions of this quote.
Upon acceptance of this quote, the Terms of Service, Privacy Policy, and SLA listed above,
including any Maintain}( ordering document, supersede the terms in any purchase order or other
non -Maintain}( document and no terms included in any such purchase order or other
non-MaintainX document apply to the services ordered. If you do not agree to the foregoing, this
quote is withdrawn.
MaintainX Service Agreement
Contract FY2024-09 MaintainX Software Annual Services
Page 26 of 26