HomeMy WebLinkAboutLeaseQuery Subscription Agreement 11-15-23 DocuSign Envelope ID:FCC 1AD53-3373-4CF7-BD6C-E33E53308635
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COMPLEX ACCOUNTING SIMPLIFIED
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT,by and between LeaseQuery and Client,is effective as of the Effective
Date. Each of Client and LeaseQuery is referred to herein as a "party" and collectively as the "parties." In
consideration for the mutual covenants and agreements contained in this Agreement(as defined below), the parties
agree as follows:
1.DEFINITIONS.
1.1 "Agreement'means this Subscription Agreement,including any schedules,addenda and exhibits hereto.
1.2 "Al Functional" means the functionality available as part of or in connection with the Solution that
utilizes artificial intelligence to,for example,return Predictions to Client or automate other tasks,in each case solely
where Client chooses to enable this functionality(which may be offered for a separate fee).
1.3 "Beta Services"means services or functionality that LeaseQuery may make available to Client to try at its
option at no additional charge which is designated as beta,pilot, limited release,developer preview,nonproduction,
evaluation or by a similar description.
1.4 "Business_Qgy'means any day on which the New York Stock Exchange is open for unrestricted trading.
1.5 "Certified Service Partner" means any third party that is a member of LeaseQuery's certified service
partner program for the Solution,which program requires, as a condition to such membership,that the participating
organization,among other things,successfully complete LeaseQuery's Certified Service Partner training program and
enter into a certified service partner agreement with LeaseQuery.
1.6 "Client"means the entity listed on the signature page of this Agreement and any of its Client Subsidiaries
that accesses the Solution at any point during the term of this Agreement."Client"shall exclude any Client Subsidiary
that,during the term of this Agreement,does not access the Solution,which Client Subsidiary shall be deemed a third
party for purposes of this Agreement.
1.7 "Client Data"means all data that is entered into or received by the Solution from or on behalf of Client.
1.8 "Client Subsidiary'means (i) any entity which is directly or indirectly owned by the entity listed on the
signature page of this Agreement, or(ii) any entity whose financial statements are required to be consolidated with
Client's financial statements.For purposes of the preceding sentence,"directly or indirectly owned"means direct or
indirect ownership of more than 50%of the voting interests of the subject entity.
1.9 "Client Feedback" means suggestions, enhancement requests, recommendations or other feedback
provided by Client or its personnel relating to the operation or functionality of the Solution or the content of the
Documentation.
1.10 "Confidential in Formation"means(i)information that is marked by the disclosing party as"confidential,"
(ii)whether or not marked as"confidential,"information of a party of a special and unique nature and value or relating
to such matters as trade secrets,know-how,systems,programs,developments,designs,procedures,manuals,products,
financial statements or forecasts,confidential reports and communications,in each case whether such information is
shared prior to or during the term of the Sales Order,and(iii)with respect to LeaseQuery's Confidential Information,
the terms and conditions of this Agreement, any Sales Order, or any drafts thereof, including without limitation all
terns relating to pricing.
1.11 "Dispute"means any controversy or claim between the parties arising out of or relating to this Agreement
or any Sales Order, the breach, termination,enforcement,interpretation or validity thereof,or any services provided
under this Agreement or Sales Order,whether in contract,tort or otherwise.
1.12 "Documentation"means the user instructions and specifications for the Solution described in the Solution
or any information included on the LeaseQuery Academy site(or any successor thereto),each as may be updated by
LeaseQuery from time to time.
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1.13 "Effective Date"means the date this Agreement is last signed below.
1.14 "Force Mai cure Event"means any event that is reasonably beyond the control of the party.
1.15 "Initial Term" means the initial term of an applicable Sales Order, as set forth in such Sales Order;
provided, however, that if such Sales Order does not contain an Initial Term, the Initial Term shall be one year,
commencing on the date such Sales Order is last signed by the parties.
1.16 "Integration"means any application programming interface or other functionality,including automations,
that enables the Solution to integrate or interoperate with a third-party application or obtain information from a third-
party application.Unless otherwise expressly provided in the applicable Sales Order,the Integration will be enabled
solely with respect to Client's first production instance of the Solution.
1.17 "Intellectual Property Rights"means any and all common law, statutory and other intellectual property
rights throughout the world, including,without limitation,copyrights,design rights,database rights,data collections
trademarks, service marks, service names, corporate names, internet identifiers or other similar designations of
goodwill, trade secrets or other proprietary rights in confidential information, patents or disclosures of inventions
(whether or not patentable),patent applications,reissues,reexaminations and other proprietary rights issued,honored
or enforceable(whether registered or not)under any applicable laws anywhere in the world,any derivatives thereof,
and all moral rights related thereto.
1.18 "LeaseQuery'means LeaseQuery,LLC,a Delaware limited liability company.
1.19 "Legal Notices"shall be as defined in Section 11.1 of this Agreement.
1.20 "Member"means any personnel or service account to be managed by the Solution(currently only for SaaS
spend management),who are currently referred to in that Solution as"members."
1.21 "NDA"means any confidentiality or nondisclosure agreement(or other agreement with a similar purpose)
entered into by the parties hereto or their respective affiliates in consideration of potentially entering into the business
relationship governed by this Agreement.
1.22 "Prediction"means data returned by the Al Functionality,such as,byway of example,as a suggested input
for a field for review or as a confirmatory interpretation of a command to perform an automated task.
1.23 "Preexisting Materials" means all items of property (including, without limitation, equipment and
Intellectual Property Rights)that such party owned prior to the provision of any Professional Services.
1.24 "Professional Services" means, if applicable for the purchased subscription, any services purchased by
Client that are provided by LeaseQuery's personnel or its subcontractors' personnel for the implementation of the
applicable Solution or ongoing support of Client in connection with its use of the Solution.For the avoidance of doubt,
the provision of access to the Solution is not a Professional Service.
1.25 "Record" means any individual record with a unique identifier that is entered into and stored in the
Solution.With respect to LeaseQuery's Solution for leases,a single leased asset may be comprised of multiple Records
(such as for land and improvements),and a single contract may provide for multiple leased assets.
1.26 "Renewal Term"has the meaning set forth in Section 6.1 of this Agreement.
1.27 "Sales Order" means any sales order or statement of work (as may be amended by a change order,
amendment or otherwise, from time to time) that(i) describes the LeaseQuery products and services purchased by
Client and the fees related thereto, (ii) specifically incorporates by reference the terms and conditions of this
Agreement,and(iii)is signed by both parties.
1.28 "Sensitive Personal Information" means an individual's (i) government-issued identification number,
including without limitation a Social Security number,driver's license number,or state-issued identification number,
(ii)financial account number,credit reporting information,or credit,debit or other payment cardholder information,
with or without any required security or access code,personal identification number,or password that permits access
to the individual's financial account,or(iii)biometric,genetic,health or health insurance data.
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1.29 "Solution"means the specific product,to which Client purchases a subscription pursuant to a Sales Order,
that is hosted by LeaseQuery or by a third-party hosting service provider for LeaseQuery.
1.30 "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar
governmental assessments of any nature,including,without limitation,value-added,excise,sales,use or withholding
taxes,but excluding LeaseQuery's or its members'income taxes.
1.31 "Update"means a modification to the Solution or workaround to fix bugs or correct errors.
1.32 "Unerade"means any modification to the Solution that is not an Update, including,without limitation,a
new version or release of the Solution that adds new features, functional capabilities or other improvements to the
Solution.
2. SCOPE OF SERVICES.
2.1 Provision of Access to the Solution. By entering into a Sales Order, (i) Client subscribes for access to the
Solution, and (ii)LeaseQuery agrees to enable Client to access the Solution via a website in accordance with and
subject to the terms and conditions of the applicable Sales Order and this Agreement. LeaseQuery will make
commercially reasonable efforts to maintain availability of the Solution in accordance with the SLAB set forth in
Exhibit A hereto,but Client acknowledges and agrees that LeaseQuery shall not be responsible for any downtime of
the Solution other than as set forth in Exhibit A.
2.2 [Iodates.LeaseQuery may release Updates to the Solution at any time.Client acknowledges that LeaseQuery
is not required or obligated to provide any Updates,other than those that are required to comply with this Agreement,
or any Upgrades to the Solution.Any Upgrade may be offered separately with different pricing.Client agrees that its
purchase of the subscription and any Professional Services (if applicable) is not contingent on the delivery of any
future functionality or features or dependent on any oral or written comments made by LeaseQuery regarding future
functionality or features.
2.3 Professional Services (if applicable). All Professional Services, if any, will be provided remotely.
LeaseQuery may subcontract the performance of any Professional Services.LeaseQuery will be responsible for the
quality of any Professional Services performed by such subcontractors to the extent LeaseQuery would be responsible
to Client under this Agreement had LeaseQuery provided such Professional Services.Unless otherwise set forth in an
applicable Sales Order, each deliverable shall be deemed delivered and accepted upon its delivery. Professional
Services, which are applicable only if they are included in the applicable Sales Order, are described at
https:Hleasequery.com/professional—services_policy.pdf.
2.4 Al Functionality. Should Client choose to use any Al Functionality, Client agrees that(i) the Predictions
returned by the Al Functionality are suggestions based on the text of the inputs(e.g.,document,command or request)
and require review and verification by Client, (ii) notwithstanding anything to the contrary in this Agreement,
including,without limitation,any warranties herein,LeaseQuery is not responsible for the accuracy of any Predictions
returned by the AI Functionality,nor any output or actions performed by the Solution based on Client's use of the AI
Functionality,and(iii)Client grants LeaseQuery the right to use Client Data to allow the Solution to return Predictions
for Client,and to maintain,train or retrain the Al Functionality models.
2.5 Limitations of Services.Client acknowledges that LeaseQuery is not a registered public accounting firm,and
some or all of the Professional Services (if any) may be performed by individuals who are not certified public
accountants. LeaseQuery's performance of services, including the provision of access to the Solution and the
performance of any Professional Services,does not constitute an audit in accordance with generally accepted auditing
standards, an examination of or any other form of assurance with respect to internal controls, or other attestation,
review or compilation services in accordance with standards or rules established by the American Institute of Certified
Public Accountants,the Public Company Accounting Oversight Board or any other regulatory body.LeaseQuery will
not express,and will not be deemed to have expressed,an opinion or any other form of assurance with respect to any
matters as a result of the performance of any such services,including with respect to Client's financial statements,tax
returns or Client's operating or internal controls.Client acknowledges that the Solution is not designed for compliance
with accounting standards for all jurisdictions or all accounting rules worldwide.Client is exclusively responsible for
identifying the accounting standards applicable to it in its local jurisdiction and evaluating the suitability of the
Solution for its purposes.LeaseQuery will not perform,and will not be deemed to have performed,any evaluation of
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Client's internal controls and procedures for financial reporting upon which Client's management can base its
assertions in connection with the Sarbanes-Oxley Act of 2002, as amended, or any related rules or regulations.
LeaseQuery will not make any representations or warranties and will not provide any assurances that Client's
disclosure controls and procedures are compliant with the certification requirements of, or that Client's internal
controls and procedures for financial reporting are effective as required by,any applicable law.Neither the Solution
nor any Professional Services may be relied upon to identify errors or fraud should they exist. LeaseQuery does not
provide legal or tax services,and none of its services will be performed by attorneys.Client acknowledges and agrees
that LeaseQuery is not,and will not agree to be named as,an expert under the Securities Act of 1933,as amended,or
any other state or federal securities laws.
3. CLIENT DUTIES AND RESPONSIBILITIES.
3.1 Use of Output and Professional Services. Client's access to the Solution and Client's use of any outputs
therefrom, all Professional Services (if any) and all other deliverables by LeaseQuery, shall be solely for Client's
benefit and are not intended to be relied upon,and shall not be relied upon,by any other party.Client shall not disclose
the outputs, Professional Services or other deliverables, or refer to the Solution, outputs therefrom, Professional
Services or other deliverables,in any communication to any third party other than(i)Client's independent auditors
solely in connection with their audit of Client's financial statements, (ii) Certified Service Partners solely for the
purpose of providing implementation-related services for Client that are permitted under LeaseQuery's certified
service partner program and provided such Certified Service Partners comply with the restrictions set forth in this
sentence,(iii) regulatory authorities with jurisdiction over Client to the extent required by such authority,and(iv)to
the extent required by an order of a court of competent jurisdiction or a valid subpoena,provided that,in the case of
this subclause(iv), Client provides LeaseQuery with prompt written notice of any such requirement and reasonably
cooperates with LeaseQuery's efforts to obtain a protective order or otherwise limit such disclosure. In the event
Client creates its own materials based on the content of the outputs, Professional Services or other deliverables for
disclosure to a third party, Client shall not in any way, expressly or by implication, attribute such materials to
LeaseQuery or identify LeaseQuery as the source of the content reflected in such Client-created materials.
3.2 Restrictions on Use of the Solution.Client shall not(i)use the Solution in any way that violates the terms of
this Agreement,the Documentation, Sales Order or applicable law; (ii)modify, copy or create any derivative works
based on,or reverse engineer or decompile,the Solution,Documentation or any portion thereof,(iii)attempt to license,
sell,resell,rent, lease, transfer, assign(except as permitted under this Agreement), distribute, time share, offer in a
service bureau,or otherwise share Client's access to the Solution with any third party,except that such access may be
shared as permitted under this Agreement with Client's employees(provided that separate login credentials are created
for and used by each authorized user) and, solely for the purpose of providing Professional Services (if applicable)
for Client that are permitted under LeaseQuery's certified service partner program,a Certified Service Partner; (iv)
use Client's access to the Solution or Documentation for any benchmarking,outsourced procurement or competitive
purpose or to build or design any commercially available product or service;(v)interfere with or disrupt performance
of the Solution or the data contained therein; (vi) attempt to gain access to the Solution or LeaseQuery's related
systems or networks in a manner not set forth in this Agreement; (vii)use Client's access to the Solution to send or
store infringing, obscene, threatening, or otherwise unlawful or tortious material, including, without limitation,
material that violates privacy,confidentiality,Intellectual Property Rights or other rights of third parties;(viii)use or
launch any automated system,including without limitation,robots(or bots), spiders,offline readers, or load testers,
or other technological means to access the Solution,rip any content from the Solution,or measure,test,health check
or otherwise monitor the Solution or any of LeaseQuery's network equipment, servers or other assets, in each case
without the prior written consent of LeaseQuery,which consent, if provided, (a) is conditioned on the requirement
that the technology must not send more request messages to the Solution in a given period of time than a human can
reasonably produce in the same period by using the Solution,and(b)may be revoked at any time for any or no reason;
(ix)share any Sensitive Personal Information with LeaseQuery or enter, or cause or request to be entered, any such
information into the Solution;or(x)access the Solution for the benefit of,or for any purpose if Client is a provider of
accounting or SaaS spend management software or otherwise competes with LeaseQuery. Client shall be liable for
the acts and omissions of all Client-authorized users relating to this Agreement or any Sales Order.LeaseQuery may
alter,suspend or discontinue all or a portion of Client's access to the Solution if LeaseQuery reasonably suspects that
(1) Client's access to the Solution may be causing harm to LeaseQuery or other users, or (2) such suspension is
necessary to comply with law or a request from a law enforcement agency or to prevent, remediate or mitigate an
actual or potential security incident.LeaseQuery will use commercially reasonable efforts to resolve the issues causing
the suspension of the Solution. Client agrees that no information obtained through the Solution or the Professional
Services(if applicable), nor will any access thereto,be acquired for,shipped, transferred,or re-exported,directly or
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indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical
biological weapons,or missile projects unless authorized by the U.S.government.Proscribed countries are set forth
in the U.S.Export Administration Regulations and are subject to change without notice,and Client must comply with
the list as it exists in fact. Client and its authorized users shall not access the Solution from jurisdictions subject to
trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control
("OFAC').Client represents and warrants that Client and its authorized users are(1)not located in,organized under
the laws of, or ordinarily a resident in any country or territory subject to territorial sanctions, nor is it owned by or
acting on behalf of a government subject to asset-blocking sanctions or any person or entity organized, located or
ordinarily resident in a sanctioned country;and(2)not identified on,or more than 50%owned or controlled,directly,
or indirectly,by or acting on behalf or at the direction of any entity identified on U.S.or other applicable government
restricted party lists such as the Specially Designated Nations list maintained by OFAC.Client represents and warrants
that either(a)Client does not and will not have any users located in the Russian Federation, or(b)in the event that
Client requests access for a user located in the Russian Federation, (x)Client is owned or controlled by U.S persons
or U.S.entities,or(y)Client will not request that LeaseQuery perform contract analysis and Record entry services as
described in this Agreement or any advisory or consulting services. Client shall reimburse LeaseQuery for all costs
incurred in enforcing the use restrictions in this Section,including,without limitation,attorneys'fees,legal costs,and
court or arbitration costs.
3.3 Responsibi&for Client Data.Client is exclusively responsible for its financial statements,tax returns,and
the accuracy,quality and legality of all Client Data,including,without limitation,obtaining all required authorizations,
permissions and consents necessary for LeaseQuery and its contractors and subcontractors to access,process and use
any Client Data in accordance with this Agreement. LeaseQuery shall not be responsible for (i) any Client Data
received by the Solution from Client or its agents or representatives, or(ii)any judgments made(whether by Client
or LeaseQuery)with respect to any inaccuracies, ambiguities or inconsistencies in any document containing Client
Data.Client is responsible for the use of the output which it obtains from the Solution.
3.4 Responsibility for Users Authentication Credentials and E ui meat. Client shall (i) be responsible for
safeguarding its usernames and passwords,(ii)be responsible for the identification and authentication of its users and
any access,whether or not authorized by Client,to the Solution that results from the actions or omissions of Client or
any of its personnel, and (iii) notify LeaseQuery promptly of any unauthorized access or use. Client shall be
responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or
otherwise use the Solution, including,without limitation, modems, hardware, servers, software, operating systems,
networking, web servers and the like. LeaseQuery shall not be responsible for any delay or inoperability of the
Solution based on a failure of such equipment.
3.5 Cooveration with LeaseQuery!. If Client purchases Professional Services, Client shall cooperate reasonably
and in good faith with LeaseQuery in the execution of the Professional Services by,without limitation,(i)attending
and actively participating in scheduled meetings;(ii)promptly providing complete,accurate and timely information,
data and responses as requested by LeaseQuery; and(iii)promptly completing any other tasks or approvals that are
reasonably necessary to enable LeaseQuery to efficiently complete the Professional Services. Client will reasonably
cooperate with LeaseQuery to enable functionalities necessary for the operation of the Solution, including, where
applicable,to automate(i)the identification of Members, and(ii)collection of relevant information from Client and
its Members and vendors.
3.6 Client Subsidiaries. The party named on the signature page of this Agreement on behalf of Client
(i)represents and warrants that it has the authority to enter into this Agreement and any Sales Order on behalf of each
of its Client Subsidiaries and bind each such Client Subsidiary to the terms and conditions of this Agreement and any
applicable Sales Order, (ii) shall be jointly and severally responsible for each such Client Subsidiary, and(iii) shall
ensure that each such Client Subsidiary complies with the terms and conditions of this Agreement and any applicable
Sales Order.
3.7 Purchase by Client Affiliates of LigaseQuery Products and Services.If any Client Subsidiary or affiliate of
Client(or,with respect to governmental customers,any related governmental entity)wishes to incorporate the terms
of this Agreement with respect to its purchase of its own separate subscription or Professional Services from
LeaseQuery, and LeaseQuery wishes to sell such subscription and/or Professional Services pursuant to such terms,
such Client Subsidiary or other affiliate may do so by entering into a separate Sales Order that specifically incorporates
the terms of this Agreement,in which event,notwithstanding anything to the contrary herein, solely with respect to
such Sales Order,the terms of this Agreement shall apply to such Sales Order as if this Agreement were entered into
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between-LeaseQuery and such Client Subsidiary or affiliate(rather than with the party that executed this Agreement
for Client).If any Client Subsidiary or affiliate of Client requests to incorporate these terms,Client hereby consents
to LeaseQuery's disclosure of these terms and any applicable Sales Order to such Client Subsidiary or affiliate.
3.8 Certificd Service Partners. If Client elects to engage any Certified Service Partner to provide any services
that are permitted under LeaseQuery's certified service partner program,Client(i)acknowledges and agrees that any
such services provided by any Certified Service Partner shall be provided directly to Client,solely for the benefit of
and reliance by Client, and subject to any terms or conditions that may be entered into directly between Client and
such Certified Service Partner;(ii)acknowledges and agrees that no such Certified Service Partner shall be deemed a
subcontractor, agent or client of LeaseQuery, and LeaseQuery shall have no responsibility for, and shall have no
obligation to review, any services provided by any Certified Service Partner; and(iii) hereby releases LeaseQuery
from any claims arising out of or relating to any services provided by any Certified Service Partner for Client.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1 Ownership;Reservation of Rights. LeaseQuery owns and reserves all right,title and interest, including all
Intellectual Property Rights,in and to the Solution,Documentation and other LeaseQuery Intellectual Property Rights.
No rights are granted to Client under this Agreement or any Sales Order other than as expressly set forth in this
Agreement.Under no circumstance will Client have the right to access the object code or source code for the Solution.
By submitting Client Feedback, Client hereby grants and assigns to LeaseQuery all right,title and interest in and to
such Client Feedback.LeaseQuery shall have no obligation to accept or incorporate Client Feedback,and Client shall
have no obligation to provide Client Feedback.
4.2 Client Data.Client agrees to allow LeaseQuery to collect Client Data and use Client Data for the purposes
of providing and improving the Solution and performing Professional Services(if applicable).As between Client and
LeaseQuery, Client owns all Client Data. Notwithstanding anything to the contrary in this Agreement, LeaseQuery
may anonymize and/or aggregate any data obtained from the Solution or the operation thereof, including, without
limitation,performance results for the Solution,information derived from data received or generated by the Solution,
reports generated by the Solution,and any derivative works of any of the foregoing.LeaseQuery shall own and may
utilize such anonymized and/or aggregated information for purposes of LeaseQuery's business, provided that
LeaseQuery's use thereof will not directly or indirectly reveal through any reasonably foreseeable method the identity
of Client,any individual or any specific data entered by Client(or by LeaseQuery on behalf of Client)into the Solution.
4.3 Professional Services:Preexisting Materials.In connection with the provision of Professional Services(if
applicable), as between LeaseQuery and Client, each party shall be the sole and exclusive owner of all Intellectual
Property Rights in and to its Preexisting Materials and any modifications, derivatives, or improvements it makes
thereto. Except as expressly set forth herein,both parties understand and agree that no license,right,title or interest
in any of the other party's Preexisting Materials or Intellectual Property Rights is granted or transferred under this
Agreement and neither party will gain by virtue of this Agreement or any Sales Order any rights of ownership in any
Intellectual Property Rights or Preexisting Materials owned by the other party (except to the extent any Client
Feedback is based on Client's Preexisting Materials).
4.4 Indemnification for Infringement.LeaseQuery shall indemnify,defend and hold Client harmless from and
against any third-party claims or suits arising out of actual infringement by the Solution of the third-parry's Intellectual
Property Rights,provided that(i)Client promptly notifies LeaseQuery in writing of the third-party claim,(ii)Client
tenders to LeaseQuery sole and complete control of the defense and any settlement of the claim;provided,however,
that LeaseQuery shall not enter into any settlement that implicates Client in any way without Client's approval of such
settlement, and(iii) Client reasonably cooperates with LeaseQuery in its defense of the claim. These obligations of
LeaseQuery do not apply with respect to claims arising out of or related to Client Data or to portions or components
of the Solution or reports generated by the Solution(A) that(in the case of reports generated by the Solution) are
modified (other than by LeaseQuery) after delivery by LeaseQuery, (B) where Client continues the allegedly
infringing activity after being notified thereof, (C) where Client's use of the Solution or reports generated by the
Solution is not in accordance with this Agreement and the applicable Sales Order, or(D)the use of the Solution in
combination with other software where such other software is alleged to be infringing. If LeaseQuery or Client is
enjoined from providing access to,or using,the Solution or LeaseQuery reasonably believes that LeaseQuery or Client
will be enjoined,LeaseQuery shall have the right,at its sole option,to obtain for Client the right to continue to access
the Solution or to replace or modify the Solution so that it is no longer infringing.If neither of the foregoing options
is commercially practicable to LeaseQuery,then Client's access to the Solution may be terminated at the option of
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LeaseQuery and LeaseQuery shall refund or offset against other amounts due to LeaseQuery any prepaid subscription
fees prorated for the portion of the then-current term remaining after the effective date of the termination. The
obligations set forth in this paragraph shall be LeaseQuery's sole and exclusive obligations, and Client's sole and
exclusive remedy,for infringement.
5. FEES; CHARGES.
5.1 Invoices-,Pa nient.Fees and expenses will be invoiced to Client in accordance with the terms and conditions
of this Agreement, unless otherwise agreed by the parties and set forth in the applicable Sales Order. All fees and
expenses due under this Agreement or any Sales Order shall be due and payable within thirty(30)days of the invoice
date. Client shall provide LeaseQuery with complete and accurate billing and contact information, including a valid
email address for receipt of invoices, and shall promptly update LeaseQuery with any changes to such information.
Except as specifically set forth in this Agreement, all payment obligations are non-cancelable, not subject to setoff,
and all payments made are non-refundable.Any payment not received from Client by the due date will accrue interest
from the date such payment is due until the date such payment is paid at the compounded monthly rate of the lesser
of 2.0%of the outstanding balance or the maximum rate permissible under applicable law.
5.2 Recurring Fees. LeaseQuery reserves the right to adjust fees in connection with any renewal of the Sales
Order.Any such change may be evidenced solely by the invoice submitted by LeaseQuery for such upcoming Renewal
Term;provided,however, that with respect to any increase in recurring fees for an automatically renewing purchase
of a product or service by an amount that exceeds an annual,compounded rate of three percent(3%),calculated from
the commencement of the applicable Sales Order through the effective date of the increased fees,LeaseQuery must
first provide such invoice or other notice to Client at least 60 days before the end of the then-current term of the Sales
Order.For any fees that are charged on a per-unit basis,any adjustments to such fees shall be calculated on a per-unit
basis for purposes of the preceding sentence.Notwithstanding the foregoing,any products or services offered for free
may be adjusted to their then-current list price upon renewal. All fees are based on access rights acquired and shall
not be contingent on any actual access,the entry of any data or information into the Solution or the completion of any
Client-requested software integration or software development;provided,however,that all fees that may be invoiced
upon execution of the Sales Order are due and payable in advance even though Client may not have access to the
Solution or components thereof until required implementation steps are complete.In the event that an applicable Sales
Order provides that additional or supplemental fees shall be payable if a specified number of Records or Members(a
"Usage Threshold")is exceeded,(i)the number of Records or Members to be measured against the Usage Threshold
shall be calculated as the maximum number of Records or Members maintained by the Solution at any time during
the term of the applicable Sales Order, and(ii) once such Usage Threshold has been exceeded, such additional or
supplemental fees may be invoiced, and shall be payable,in advance for the remainder of the then-current term and
shall be calculated based on the number of full or partial months(without intramonth proration)from the date such
Usage Threshold is exceeded through the end of the then-current term.
5.3 Professional Service Fees. Unless otherwise agreed upon by the parties, all Professional Services (if
applicable)specifically described in a Sales Order shall be provided for the fees set forth in such Sales Order,provided
that LeaseQuery reserves the right to change such fees upon 60 days'notice(which may be in the form of an invoice)
in connection with a renewal of the Sales Order. To the extent LeaseQuery does not receive during the first 30 days
after the Effective Date information necessary to complete the Professional Services,LeaseQuery will reallocate its
resources to perform such Professional Services at a later date at LeaseQuery's then-current standard hourly or per-
unit rates set forth in the Sales Order for the applicable Professional Service. Unless otherwise specified in an
applicable Sales Order,all Professional Services shall be provided on a time and materials basis at LeaseQuery's then-
current standard rates and invoiced in arrears no more frequently than on a monthly basis in increments not to exceed
one hour.
5.4 Suspension of Services.Without limiting any of LeaseQuery's rights to suspend or discontinue access to the
Solution pursuant to any other provision of this Agreement, LeaseQuery may, without liability to Client, alter,
suspend,or discontinue all or a portion of Client's access to the Solution and/or any Professional Services at any time
if LeaseQuery believes in good faith that Client has breached,or has communicated its intention to breach,any of the
terms of this Agreement with respect to such Solution or any Sales Order,including,without limitation,the failure to
pay any invoiced fees or expenses in a timely manner.
5.5 Taxes. LeaseQuery's fees do not include any Taxes.Client is responsible for paying all Taxes related to this
Agreement or any Sales Order. The amount shown in the Sales Order, which is net of Taxes, plus any Taxes that
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LeaseQuery is required to collect or pay(regardless of when LeaseQuery is made aware of any obligation to collect
or pay such Taxes),shall be invoiced to and promptly paid by Client(without reducing the amount of fees or expense
reimbursements to which LeaseQuery is entitled under this Agreement and any Sales Order),unless Client provides
LeaseQuery with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. TERM AND TERMINATION.
6.1 Term of Sales Order. Unless otherwise specified in the Sales Order, the term of each Sales Order shall
commence on the date such Sales Order is last signed by the parties and shall continue for the Initial Term thereof.
Thereafter, such Sales Order shall automatically renew for an unlimited number of consecutive terms, each of the
same duration as the immediately preceding term(each,a"Renewal Term")unless(i)otherwise specified in a Sales
Order or(ii)either party provides written notice of such parry's determination not to renew the Sales Order at least 30
days and no more than 180 days prior to the end of the then-current term.In the event either party declines to renew
any Sales Order in accordance with the preceding sentence for any or no reason,such party shall not have any liability
to the other party merely as a result of such non-renewal, including without limitation any claim for detrimental
reliance.
6.2 Term o1'this A rc_ement.This Agreement shall remain in effect until all Sales Orders have been terminated,
at which point this Agreement shall automatically terminate. For the avoidance of doubt, if any Sales Order is
terminated,the terms of this Agreement shall continue to apply to any other Sales Order that has not been terminated.
6.3 Termination. Any Sales Order may be terminated by either party if the other party materially breaches the
terms or conditions of this Agreement with respect to such Sales Order and the breaching party fails to cure such
breach within 30 days of the date that written notice of the breach is given by the non-breaching party. In addition,
any Sales Order may be immediately terminated by LeaseQuery with written notice to Client if LeaseQuery
determines that the provision of services in exchange for the fees as set forth in this Agreement or in the applicable
Sales Order(i)may be in conflict with law,(ii)would require the Client Data to be hosted in another country,or(iii)
would subject LeaseQuery to industry-specific registration, certification, licensing or similar requirements. If this
Agreement is terminated,all Sales Orders shall automatically terminate.
6.4 Effect of Termination.Upon a termination of any Sales Order or this Agreement for any reason,Client shall
promptly(but in no event within more than 30 days)pay LeaseQuery all amounts owed as of the effective date of the
termination,including,without limitation,the subscription fees for the unexpired then-current term(to the extent not
already paid).Client acknowledges and agrees that all Client Data may be deleted or destroyed at any time after the
termination or expiration of the applicable Sales Order.
7. REPRESENTATIONS;WARRANTIES;DISCLAIMERS.
7.1 Representations and Warranties. Each party represents,with respect to this Agreement and any applicable
Sales Order,that(i)it has the requisite power,authority and capacity to enter into this Agreement or the Sales Order,
and(ii)this Agreement and the Sales Order each constitute a legal,valid and binding obligation,enforceable against
such party.Client represents and warrants that it is not a competitor of LeaseQuery.LeaseQuery warrants that(a)the
Solution shall operate materially in accordance with the terms of this Agreement and the applicable Sales Order,
provided that Client's sole and exclusive remedy for noncompliance with the SLAs set forth in Exhibit A are as set
forth in Exhibit A, (b)any Professional Services(if applicable)shall be performed in good faith, (c) all Client Data
shall be stored in the United States,and(d)LeaseQuery supports SSO systems that support SAML 2.0.
7.2 Warranty Remedies.To receive remedies for LeaseQuery's breach of a warranty,Client must promptly report
the breach of warranty in writing to LeaseQuery no later than thirty (30) days of the first date the deficiency is
identified by Client. As Client's sole and exclusive remedy and LeaseQuery's sole liability for an act or omission
constituting a breach of warranty,(i)LeaseQuery shall correct the deficiency at no additional charge to Client,or(ii)
in the event it is not commercially practicable for LeaseQuery to correct such deficiencies after good-faith efforts,
LeaseQuery shall refund to Client or offset against other amounts due to LeaseQuery any fees paid allocable to the
defective portion of the service from the date LeaseQuery received such notice.
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7.3 DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. Except for the limited warranties
and representations expressly provided in Section 7.1 of this Agreement and to the maximum extent permitted
by applicable law, LeaseQuery does not make, and specifically negates and disclaims, any warranties,
representations,promises, covenants,obligations, agreements or guarantees of any kind,whether express or
implied (including, without limitation, any implied warranties of merchantability or fitness for a particular
purpose), written or oral, past, present or future, statutory or otherwise, with respect to the Solution,
Professional Services,the Documentation, and/or any related resources. Client is not relying on, and has not
relied on, any other representation,warranty or other information with respect to LeaseQuery,the Solution,
the outputs of the Solution,or the Professional Services. Client is responsible for making its own evaluation of
the adequacy and suitability of the Solution and Professional Services for Client's needs.LeaseQuery does not
warrant that the Solution will be error free or uninterrupted or that any integration or interoperability with a
third-party software provider will remain available for the duration of Client's subscription. Loss of internet
access or failure or unavailability of any third-party software,hardware or other interfacing or communicating
device (whether due to an outage, update, upgrade, password re-provisioning or otherwise) is Client's
responsibility and is not warranted by LeaseQuery.
8. LIMITATION OF LIABILITY;INDEMNIFICATION.
8.1 DISCLAIMER OF CERTAIN DAMAGES. Under no circumstances shall LeaseQuery or any of its
affiliates or subcontractors have any liability whatsoever for (i) any damages of any kind arising out of any
interruption in availability of internet connectivity or the Solution,(ii)any damages of any kind arising out of
errors in the entry of data or information into the Solution, or (iii) any consequential, indirect, incidental,
punitive,special or exemplary damages,loss of Client's profit or revenue,loss of use,loss of data or business
interruption damages.
8.2 LIMITATION OF LIABILITY.To the maximum extent permitted by applicable law,in no event shall
the aggregate liability of LeaseQuery or any of its affiliates or subcontractors, regardless of the cause and
regardless of any other failure of any provision or undertaking in this Agreement,under contract,tort or any
other theory of liability(including claims alleging negligence),exceed (i)in case of causes of action that arise
out of or relate to Professional Services,the total amounts paid by Client to LeaseQuery for the Professional
Services giving rise to the claim during the twelve months preceding the date such cause of action arises,and
(ii) in the case of any other cause of action, 100% of the annualized subscription fee (to the extent paid by
Client) as of the date such cause of action arises for the product giving rise to the claim, except to the extent
resulting from LeaseQuery's willful misconduct or bad faith.In circumstances where any limitation of liability
or indemnification provision in this Agreement is unavailable, the aggregate liability of LeaseQuery and its
affiliates and subcontractors for any claim shall not exceed an amount that is proportional to the relative fault
that the conduct of LeaseQuery and its affiliates and subcontractors bears to all other conduct giving rise to
such claim.
9. CONFIDENTIALITY.
Each party acknowledges that in the course of this Agreement, it may have access to and may be making use of,
acquiring or adding to Confidential Information of the other party.Each party hereby confirms that it will not,using
at least the same degree of care as it employs in maintaining in confidence its own Confidential Information of a
similar nature(but in no event less than a reasonable degree of care),disclose any such Confidential Information to a
third party except with the prior written consent of the other party or as specifically provided in this Agreement.This
Agreement imposes no confidentiality obligation upon the receiving party with respect to information that(i)was in
the receiving party's possession before receipt from the disclosing party without an obligation to keep such information
confidential;(ii)is or becomes available to the public through no fault of the receiving party;(iii)is received in good
faith by the receiving party from a third party not subject to an obligation of confidentiality owed to the disclosing
party and who discloses the Confidential Information without an obligation of confidentiality;or(iv)is disclosed as
required by law or regulation,to respond to governmental inquiries,or in connection with litigation pertaining hereto,
provided in each case that the party so compelled promptly provides the other party with prior notice of such compelled
disclosure(to the extent legally permitted) and provides reasonable assistance,at the other parry's cost, if the other
party wishes to contest or otherwise limit the disclosure.If a party discloses(or threatens to disclose)any Confidential
Information of the other party in breach of confidentiality protections in this Section,the other party shall have the
right,in addition to any other remedies available, to seek injunctive relief to enjoin such acts,it being acknowledged
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by the parties that any other available remedies may be inadequate.Client hereby consents to LeaseQuery disclosing
Client's Confidential Information to contractors providing administrative,infrastructure and other support services to
LeaseQuery, subcontractors providing services in connection with this Agreement, and actual or potential investors
or acquirers.With respect to any NDA,notwithstanding anything to the contrary in such NDA,the obligations of the
parties under such NDA shall be superseded in their entirety by the observance by the parties of the confidentiality
obligations in this Agreement, and any Confidential Information shared under such NDA shall be treated as
Confidential Information under this Agreement.
10. PRODUCT-SPECIFIC TERMS
10.1 Lease AccountinglManagernent. Solely with respect to a Sales Order that includes the purchase of a
subscription to LeaseQuery's Solution for lease accounting/management, any fees for contract analysis and Record
entry services set forth in the Sales Order(whether paid upfront based on a maximum number of Records or per-
Record on an ongoing basis)include,for each Record,one original lease and one amendment.An additional$100 fee
will apply for each additional amendment(invoiced no more frequently than monthly in arrears).
10.2 SaaS Spend Management Solution. LeaseQuery expressly reserves the right to decline to register any
Member if LeaseQuery determines in its sole discretion that such action is necessary for compliance purposes. Should
LeaseQuery decline to register any Member for purposes of compliance with applicable law, such Member will not
count towards Client's Usage Threshold.
11. MISCELLANEOUS.
11.1 Notices.Except as otherwise expressly specified in this Agreement, all notices related to this Agreement
or any Sales Order shall be effective upon(i)personal delivery,(ii)the third Business Day after mailing,(iii)the first
Business Day following dispatch using a nationally recognized overnight courier(with all fees prepaid),or(iv)except
with respect to notices of direct or indemnifiable claims,demands or waivers(collectively,"Legal Notices"),which
shall be clearly identifiable as Legal Notices, the day of sending notice via email or posting notice in the Solution;
provided,however,that(in the case of subclauses(i)through(iv)of this sentence)such notice shall be effective only
if(a)delivered in accordance with this sentence and(b)with respect to notices to LeaseQuery,a mandatory copy is
delivered via email to legalnotices@leasequery.com.Each party may modify its recipient of notices or the address for
notices by providing notice pursuant to this Agreement.
11.2 Force Majeure.LeaseQuery will not be liable for any act,omission,or failure to fulfill its obligations under
this Agreement or any Sales Order if such act,omission,or failure arises from any Force Majeure Event.If LeaseQuery
is unable to fulfill its obligations due to the Force Majeure Event,LeaseQuery will as soon as practicable notify Client
in writing of the reasons for its failure to fulfill its obligations and the effect of such failure and use reasonable means
to avoid or remove the cause and perform its obligations.
11.3 Marketing. Client acknowledges and agrees that LeaseQuery may use the name,logo or marks of Client
and its affiliates in a representative client list or other marketing material.Client may revoke the rights granted in this
paragraph at any time by providing at least thirty (30) days' written notice to LeaseQuery via email to
legalnotices@leasequery.com.
11.4 Non-Solicitation.For the duration of this Agreement and for the period of two years following termination
thereof, Client shall not directly or indirectly recruit, solicit, or induce or attempt to recruit, solicit or induce any
employee of LeaseQuery to terminate their employment relationship with LeaseQuery or to enter into employment or
any other kind of business relationship with Client or its affiliate.
11.5 End of Life.LeaseQuery may discontinue the Solution by providing at least 180 days'notice to Client(the
Solution's "End of Life'). If the End of Life occurs during the term of a Sales Order and LeaseQuery maintains a
different solution serving substantially the same purpose, LeaseQuery will use commercially reasonable efforts to
transition Client to such other LeaseQuery solution for the remainder of the then-current term.If LeaseQuery does not
maintain such an alternative solution,LeaseQuery may terminate the Sales Order and refund or offset against other
amounts due to LeaseQuery any prepaid subscription fees prorated for the portion of the then-current term remaining
after the effective date of the End of Life.
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11.6 Integrations.In the event that,per Client's request,LeaseQuery makes available to Client any Integration,
then Client may use such Integration solely as part of the Solution during the term of the applicable Sales Order on a
non-exclusive,non-transferable,non-assignable (except pursuant to Section 11.12 of this Agreement)basis, subject
at all times to the terms and conditions of this Agreement.Any disclosure of Client Data to a third party through the
Integration shall be deemed, for purposes of this Agreement, a disclosure by Client rather than LeaseQuery. The
Integration shall be deemed part of the Solution for purposes of this Agreement;provided,however, that any third-
party software or third-party data accessed through an Integration is independent from LeaseQuery,and LeaseQuery
has no control over, is not responsible for, and makes no warranties or representations regarding, such third-party
software, data, website, security or other information accessed through the Integration. Provision of the Integration
does not imply that LeaseQuery endorses or accepts any responsibility for the software, content accessed therefrom
or availability thereof.Client acknowledges that integrated third-party software providers may,with or without notice,
restrict,interrupt,discontinue or terminate the Integration,or require LeaseQuery to do any of the foregoing,in which
case Client's right to use such Integration pursuant to this Section shall automatically terminate,and LeaseQuery shall
not be responsible for, and shall have no liability (including any obligation to provide a refund, credit or other
compensation)in connection therewith.
11.7 Beta Services. From time to time,LeaseQuery may make Beta Services available to Client at no charge.
Client may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the
Beta Services Terms and Conditions available at leasequery.com/beta_services_terms.pdf,which may be updated by
LeaseQuery from time to time.
11.8 Entire AgLeementAmendment and Clnil teral Updates.This Agreement(together with any Sales Order)
contains the entire agreement and understanding among the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements (including, without limitation, any NDA), understandings,
proposals,representations,promises, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. LeaseQuery reserves the right,at its sole discretion,to update
the terms of this Agreement at any time with at least 30 days' advanced notice to Client by posting the updated
agreement to https://Ieasequery.com/subscription_term s_and_conditions.pdf. Client agrees that, by continuing to
access the Solution following such update,Client agrees to be bound by the terms of such updated agreement.Payment
of invoices shall not be dependent upon a Client-generated purchase order. Client's provision of any such purchase
order under this Agreement shall be for the informational purposes only,and any terms or conditions stated in such
purchase order shall be void and will not modify the terms or become part of this Agreement, or otherwise affect
either party's rights or obligations, in any way, even if such purchase order is signed by LeaseQuery. The express
terns of this Agreement control and supersede any course of performance or usage of the trade inconsistent with any
of the terms of this Agreement. Except as otherwise provided in this Agreement, no modification, amendment, or
waiver of any provision of this Agreement or any Sales Order shall be effective unless in writing and executed by the
party against whom the modification,amendment or waiver is to be asserted.Any click-through terms that Client,or
a third party on behalf of Client,requires of LeaseQuery shall have no effect and hereby are deemed null and void.
11.9 InterRretation.This Agreement is the result of negotiations between,and has been reviewed by,the parties
and their respective legal counsel, and shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.If any date
on which a party is required to make a payment or a delivery pursuant to the terms of this Agreement or a Sales Order
is not a Business Day,then such party shall make such payment or delivery on the next Business Day.Any schedules
and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent
as if they were set forth verbatim herein.
11.10 Severability. If any provision of this Agreement or any Sales Order is held to be invalid, illegal, or
unenforceable, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as
possible the original intentions of the parties,and the remainder of this Agreement or such Sales Order will remain in
full force and effect.
11.11 Waiver.Failure of either party to seek remedy of any breach of any portion of this Agreement or any Sales
Order by the other party from time to time shall not constitute a waiver of such rights in respect to the same or any
other breach.
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11.12 Assignment. Client shall not assign,voluntarily or involuntarily, all or any portion of this Agreement(or
any Sales Order) without the prior written consent of LeaseQuery, provided that, upon advance written notice to
LeaseQuery,Client may assign all(or a portion)of its rights and obligations under this Agreement(together with all
Sales Orders) without LeaseQuery's consent to a successor by merger or a purchaser of all or substantially all of
Client's assets,but only if,as reasonably determined by LeaseQuery,such successor or purchaser is not a competitor
of LeaseQuery.In the event of a purported assignment or delegation of any of Client's rights or obligations under this
Agreement(or any Sales Order)made in violation of this section, such assignment or delegation shall be void, and
LeaseQuery shall have the right to terminate this Agreement, immediately upon written notice to Client without
limiting any of LeaseQuery's other rights or remedies herein.Any assignment or delegation that is made in accordance
with this section shall be binding upon and shall inure to the benefit of the parties and their respective permitted
successors and assigns.
11.13 No Third-Partv Beneficiaries.This Agreement and any Sales Order are for the sole benefit of the parties
hereto and their respective permitted successors and assigns and nothing herein or in any Sales Order, express or
implied,is intended to or shall confer upon any other person or entity any legal or equitable right,benefit or remedy
of any nature whatsoever under or by reason of this Agreement or any Sales Order.
11.14 Limitation on Actions.Except with respect any express indemnification obligation under Section Error!
Reference source not found. of this Agreement, no action relating to any Dispute (other than to collect unpaid
invoices or protect or enforce Intellectual Property Rights set forth in Section 4.1 of this Agreement)may be brought
more than one year after the cause of action accrued, and Client shall not raise any Dispute based on the alleged
inaccuracy of an invoice more than ninety(90)days after the invoice date.
11.15 Survival.Notwithstanding anything herein to the contrary,the provisions of Section 1,Section 2.1,Section
3,Section 4,Section 5.5,Section 6.4,Section 8,Section 9 and Section 11 hereof shall survive any termination of this
Agreement.
11.16 Conflicts. In the event of a conflict between the terms of this Agreement and a Sales Order,the terns of
this Agreement shall control,except to the extent that a Sales Order expressly provides that certain provisions therein
shall control over specified provisions of this Agreement.
11.17 Crayeming Law. All matters arising out of or relating to this Agreement or any Sales Order shall be
governed, construed and enforced in accordance with the laws of the State of California, without reference to the
conflicts of law principles that would require the application of any other law_
11.18 Federal Clients. If Client is a U.S. federal government department or agency or contracting on behalf of
such department or agency, all services described herein, including the provision of access to the Solution and all
Professional Services,are"Commercial Items"as that term is defined at 48 C.F.R.§2.101,consisting of"Commercial
Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202, and supporting Professional Services in accordance with paragraph (5) of the
definition of"Commercial Item"in 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
through 227.72024,as applicable,access to the Solution and supporting Professional Services are provided to Client
with only those rights as provided under the terms and conditions of this Agreement and any applicable Sales Order.
11.19 Multiple Counterparts. This Agreement and any Sales Order may be executed in multiple counterparts,
including facsimile signatures(e.g.,pdf files)and digital signatures using digital software that electronically captures,
or otherwise allows a signatory to adopt, an identifying mark as such person's signature to this Agreement or such
Sales Order, each of which shall be deemed an original, but all of which shall be deemed to be one and the same
agreement. A signed copy of this Agreement or a Sales Order delivered by e-mail or other means of electronic
communication shall be deemed to have the same legal effect as delivery of an original signed copy.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, as of
the Effective Date.
CITY OF FRESNO, LeaseQuery LLC,
a California municipal corporation a Delaware limited liability company
OocuSigned by:
D�g-,by. �,^-,- 11/10/2023
n 11/13/2023 (�f
By:l!; ... By
[Name], [Title] Georgeanne A.White, ]oe Gruca
[Department] City Manager Name:
APPROVED AS TO FORM: Title: clzo
ANDREW JANZ Chief Revenue Officer
City Attorney
5*�M by 11/10/2023
By: f5� [
�r'�`�iM". Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk Service Provider:
UxuBipMtl b,
By: 11/15/2023 LeaseQuery, LLC
«"N- E3 Date Attention: Legal Department
Deputy 3 Ravinia Drive NE, Suite P7
Atlanta, GA 30346
Addresses: E-mail: legalnotices@leasequery.com
CITY:
City of Fresno
Attention: [Name], [Title] Kaleb Neufeld,Assistant Controller
[Street Address] 2600 Fresno Street
Fresno, CA [Zip] Fresno,CA 93721
Phone: (559) [#] 559-621-7010
E-mail: [E-mail address] Kaleb.Neufeld@fresno.gov
Attachments:
1. Exhibit A-Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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Exhibit A
Service Level Agreements(SLAB)
LeaseQuery's Solution is a software-as-a-service based on a multi-tenanted operating model that applies common, consistent
management practices for all clients using the service. This common operating model, which requires LeaseQuery to make uniform
availability commitments across its client base,allows LeaseQuery to provide the high level of service reflected in its agreements with
its clients.Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.
1. Service Availability.LeaseQuery's service availability commitment for a given calendar month is 99.9%,excluding Planned
Downtime. For purposes of calculating service availability, (i) "Total Minutes" means the total minutes in the calendar month;
(ii)"Planned Downtime"means the total minutes during the month of planned downtime that occur between 12:00 a.m.(midnight)and
2:00 a.m. (Eastern Time), Monday through Friday; on Friday and Saturday between 11:00 p.m. and 5:00 a.m. the following morning
(Eastern Time); or at any other time in increments not to exceed one hour if at least 24 hours' notice is provided in the Solution or
otherwise;and(iii)"Unplanned Downtime"means the total minutes for which Client notifies LeaseQuery within 30 days after the end
of the applicable month and LeaseQuery confirms that the Solution is unavailable due to an outage (other than Planned Downtime)
during the month. All times are subject to change upon reasonable notice in the Solution or otherwise. The measurement point for
service availability is the availability of the Solution at LeaseQuery's or its third party provider's hosting data center's internet
connection points based solely on LeaseQuery's monitoring tool.As a result,any unavailability of,or temporary lack of interoperability
or integration of the Solution with, any third-party application due to such third-party application's downtime, updates, upgrades,
changes in Client's administrator passwords(if applicable),reprovision of Client's Members' accounts(if applicable),or other causes
outside of LeaseQuery's reasonable control,does not constitute downtime. Service availability is calculated per month as follows:
Total Minutes—Unplanned Downtime—Planned Downtime
Total Minutes—Planned Downtime ) X 100>99.9%
2. Noncompliance with Service Availability Commitment.The consequences of a failure by LeaseQuery to meet the service
availability commitment set forth above are set forth below:
(a) First month of missed availability:If requested by Client,the parties shall meet telephonically,at Client's request,to
discuss potential corrective actions.
(b) Second consecutive month: 10%of the subscription fee for the Solution for applicable month.
(c) Third consecutive month:20%of the subscription fee for the Solution for the applicable month.
(d) Fourth consecutive month:30%of the subscription fee for the Solution for the applicable month.
(e) Fifth consecutive month:40%of the subscription fee for the Solution for the applicable month.
(f) Sixth consecutive month:50%of the subscription fee for the Solution for the applicable month.
(g) More than six consecutive months:Within 30 days of such failure,either party shall have the option to terminate the
Sales Order for the affected Solution.
Credits shall be deducted from subsequent invoices for subscription fees or other fees or,upon the expiration or termination of the Sales
Order,paid to Client directly or offset against other amounts due to LeaseQuery hereunder.The remedies set forth in this exhibit shall
be Client's sole remedies and LeaseQuery's sole liability for missed service availability commitments.
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Exhibit B
Insurance Requirements
(a) Throughout the life of this Agreement, LEASEQUERY shall pay for and maintain in full force and effect all insurance as
required herein. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated
therein.
(c) The fact that insurance is obtained by LEASEQUERY shall not be deemed to release or diminish the liability of
LEASEQUERY, including, without limitation, liability under the express indemnity provisions of this Agreement. The duty to
indemnify CLIENT shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits
do not act as a limitation upon the amount of indemnification to be provided by LEASEQUERY. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of LEASEQUERY, vendors, suppliers, invitees,
contractors,sub-contractors,subcontractors,or anyone employed directly or indirectly by any of them.
MINIMUM LIMITS OF INSURANCE
LEASEQUERY, or any party the LEASEQUERY subcontracts with, shall maintain limits of liability of not less than those set forth
below. However,insurance limits available to CLIENT,its officers,officials,employees,agents and volunteers as additional insureds,
shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
I. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence;and,
(iv) $2,000,000 general aggregate.
2. WORKERS' COMPENSATION INSURANCE as required applicable law.
3. CYBERSECURITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence;and,
(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event LEASEQUERY purchases an Umbrella or Excess insurance policy(ies)to meet the"Minimum Limits of Insurance,"this
insurance policy(ies)shall"follow form"and afford no less coverage than the primary insurance policy(ies).In addition,such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CLIENT, its officers,
officials,employees,agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
LEASEQUERY shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and
LEASEQUERY shall also be responsible for payment of any self-insured retentions.
VERIFICATION OF COVERAGE
Upon written request,LEASEQUERY shall furnish CLIENT with all certificate(s)effecting coverage required hereunder. t.
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DocuSign Envelope ID:FCC 1AD53-3373-4CF7-BD6C-E33E53308635
SALES ORDER
Date 10/30/2023
[0050 QUO [U Sales Order# Q-25347
Expiration Date 11/30/2023
COMPLEX ACCOUNTING SIMPLIFIED
LeaseQuery, LLC Client
3 Ravinia Drive NE City of Fresno,CA
Suite P7 2600 Fresno St Room 2156
Atlanta,GA 30346 Fresno,CA 93721
(800)880-7270 Attention:Santino Danisi
LeaseQuery.com (559)621-7006
santino.danisi@fresno.gov
Length of Subscription
Initial Term(commencing on the date last signed below) 12 months
Annual
Recurring Services Amount
Platform/Edition
Platform subscription for LeaseQuery Advanced,up to 150 Records $12,600
Additional Products and Services
Subscription for configured journal entry $1,500
Signature Support $1 200
One-Time
Non-Recurring Services Fee
Self-Guided Training $0
Organizational database structure setup $0
Bulk migration service,up to the number of Records covered by the initial subscription $3,500
Data import to LeaseQuery, $0
Confidential Information of LeaseQuery
Page 1 of 2
DocuSign Envelope ID:FCC 1 AD53-3373-4CF7-BD6C-E33E53308635
Notes
• For recurring services,the annual amounts shown above are payable in advance upon execution of
this Sales Order for the full length of the subscription shown above.For non-recurring services,the
one-time fees shown above are payable upon execution of this Sales Order.
An additional platform subscription fee of$7.00 per Record per month(invoiced in advance for the full remaining tern)will
apply for any Records in excess of the maximum number of Records for the LeaseQuery Advanced platform subscription.
An additional fixed fee of$10 per Record(invoiced monthly in arrears)will apply for any Records in excess of the maximum
number of Records for the bulk Record migration service shown above.
Contract analysis and Record entry services may be provided on an as needed and as requested basis for$250 per Record,
invoiced monthly in arrears.
Signature support includes access to LeaseQuery's knowledge base,email support,support team call backs related to support
tickets,and prioritized ticket responses.
• Self-guided training includes access to LeaseQuery's knowledge base,including video and written instructions.
Terms and Conditions
As of the date last signed below, Client hereby subscribes to the Solution and services described in this Sales Order. This Sales Order
shall be governed by the terms and conditions set forth herein and in the subscription agreement available at https://Ieasequery.com/
subscription_terms_and_conditions.pdf, which is incorporated herein by reference, unless the parties have manually executed a separate
subscription agreement governing this Sales Order(in either case,the"Subscription Agreement").Capitalized terms used but not defined in this
Sales Order shall have the meaning set forth in the Subscription Agreement.
Signatures
City of Fresno,CA("Client"): LeaseQuery,LLC("LeaseQuery"):
o UpM by:
By: By: r
santino Danisi Name: Joe Gruca
Name: -
Title: controller/Finance Director Title: CRO
Date: Date: 11/10/202 3
Confidential Information of LeaseQuery
Page 2 of 2
DocuSign Envelope ID:053931E6-AB42-4724-BF18-E287807F34A5
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
LeaseQuery and the City of Fresno
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its ❑ X
agents?
2 Do you represent any firm, organization, or person who is in ❑ X
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do — ❑
business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who ❑
has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with ❑
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
LeaseQuery has decided to not select either
11/14/2023
answer for questions 3 &4 as we do not have Date
a reasonable way of knowing if any of our joe Gruca
Name
customers and investors do business with
LeaseQuery LLC
the City of Fresno. Company
3 Ravinia Drive NE. Suite P7
Address
❑ Additional page(s) attached. Atlanta, GA 30346
City, State, Zip
ALL-B GSP Agt Total Fee(05-2022)
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