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WEBQA SERVICES AGREEMENT
<br />THIS SERVICE AGREEMENT (the "Agreement") between
<br />WEBQA, Inc. ("WEBQA") with its principal place of business at 900
<br />S. Frontage Road, Suite 110 Woodridge, II. 60517 and the City of
<br />Elk River. MN with its principal place of business at 13065 Orono
<br />Pkwy Elk River, MN 55330 ("Customer") is made effective as of
<br />January 1, 2008 ("Effective Date".)
<br />1. OVERVIEW AND DEFINITIONS
<br />General. This Agreement states the terms and conditions by which
<br />WEBQA and its suppliers will deliver to Customer various services,
<br />as described below.
<br />1.1 "Authorized User" means a designated employee or agent of
<br />Customer.
<br />1.2 "Authorized Website" means a website owned or operated by or
<br />on behalf of Customer, for which WEBQA has agreed to provide the
<br />Technology and various Services.
<br />1.3 "Seat License" means a license that permits a single Authorized
<br />User to access and use the Service.
<br />1.4 "Service(s)" means the specific service(s) provided by WEBQA
<br />or its suppliers, including access to the Technology.
<br />1.5 "Technolog}~' means WEBQA' (or its supplier's) web-based
<br />applications, which have been designed to enhance customer service
<br />support and communications capabilities by providing self-service,
<br />interactive support, intelligent tracking, and knowledge access, and.
<br />may include software, and software tools, user interface designs, and
<br />documentation, and any derivatives, improvements, enhancements or
<br />extensions thereof.
<br />2. DELIVERY OF SERVICES; TERM; FEES, PAYMENTS
<br />2.1 Grant of License. Subject to the terms and conditions of this
<br />Agreement, WEBQA and/or its supplier grants to Customer a non-
<br />exclusive, non-transferable, limited license to permit the number of
<br />Authorized Users equal to the number of Seat Licenses purchased by
<br />Customer to access and use the Service on the Authorized Website(s)
<br />identified in Schedule 1.
<br />2.2 Responsibilities. Customer agrees to (a) maintain the Authorized
<br />Website(s) identified in Schedule l; and (b) procure and maintain all
<br />hardware, software and telecommunications equipment necessary to
<br />access the Service via the Internet. Customer further agrees to (a)
<br />provide WEBQA with all information reasonably necessary to setup
<br />or establish Service on Customer's behalf; and (b) provide proper
<br />attribution of the Technology and Services to WEBQA on
<br />Customer's Authorized Website(s) in the form of a "Powered by
<br />WebQA" logo with a hyperlink to WEBQA' website home page.
<br />2.3 Payment Terms. Customer shall pay all applicable fees for the
<br />Services in accordance with the terms and conditions set forth in
<br />Schedule 1.
<br />2.4 Term. This Agreement starts on the Term Start Date and
<br />continues for the term identified in the Schedule 1.
<br />WebQA and Agreement
<br />WebQA Confidential
<br />2.5 Optional Term. Upon the expiration of the term as described in
<br />Schedule 1, this Agreement will continue to auto-renew to
<br />subsequent annual Optional Terms as selected and defined in
<br />Schedule 1 unless Customer, at its sole and absolute discretion,
<br />notifies WEBQA in writing of its intention not to extend the term of
<br />the Agreement at least sixty (60) days prior to expiration of the
<br />current term end date.
<br />3. INTELLECTUAL PROPERTY OWNERSHII'
<br />This Agreement does not transfer to Customer any ownership or
<br />proprietary rights in the Technology, and all right, title and interest in
<br />and to the Technology will remain solely with WEBQA or its
<br />supplier.
<br />4. LIMITED WARRANTY
<br />4.1 Service Level. WEBQA will use commercially reasonable efforts
<br />to perform the Services in a manner consistent with applicable
<br />industry standards including, but not limited to:
<br />1) Maintain Service availability 24 hours a day, 7 days a week,
<br />2) Perform daily backups of all customer information, and
<br />3) Respond to customers' requests for support during the hours of
<br />7:00 AM to 7:OOPM CT, Monday through Friday, excluding
<br />federal holidays.
<br />4.2 No Other Warranty. THE SERVICES ARE PROVIDED ON AN
<br />"AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
<br />AT ITS OWN RISK. WEBQA DOES NOT MAKE, AND HEREBY
<br />DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
<br />IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
<br />WARRANTIES AND MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, NONINFRINGMENT AND TITLE,
<br />AND ANY WARRANTIES ARISING FROM A COURSE OF
<br />DEALING, USAGE OR TRADE PRACTICE. WEBQA DOES
<br />NOT WARRANT THAT THE SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR-FREE.
<br />5. LIMITATION OF LIABILITY
<br />5.1 Damage to Customer. WEBQA ASSUMES NO LIABILITY
<br />FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
<br />RESULTING FROM ANY CAUSE OTHER THAN THE
<br />WILLFUL OR RECKLESS MISCONDUCT OF WEBQA.
<br />5.2 Consequential Damages Waiver. IN NO EVENT SHALL
<br />WEBQA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR
<br />ANY TYPE OF INCIDENTAL, PUNITNE, INDIRECT OR
<br />CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
<br />LIMITED TO, LOST REVENUE, LOST PROFITS,
<br />REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS
<br />OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS
<br />OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING
<br />UNDER THEORY OF CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
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