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HomeMy WebLinkAbout2020-223-E IT - Dynamic Quest Office 365 subscription DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 [Departmental Use Only] TITLE Power BI Pro FY 20 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 4th day of March, 2020, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Dynamic Quest, Inc. (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Define Microsoft Office 365 subscription services and support plan through Dynamic Quest. The term of this agreement rendered shall be from March 6,2020 to March 5,2021. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed one-hundred-twenty and no/100, ($120.00) (See Attachment A). Payment shall be made within thirty(30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 11/19 1 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Si 11�: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran ecountync. og v/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement Revised 11/19 2 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE `vo uSiged`by: PROVIDEt' Docu Signed by: By. C11&A91E73A&4DF... By. B0EA8C0C2CB482... Department t)irector Title: U 200 S. Cameron St. Willie Lash,COO P.O. Box 8181 4821 Koger Blvd Hillsborough,NC 27278 Greensboro,NC 27407 Revised 11/19 3 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 Attachment A February 25, 2020 Prepared for: Orange County, NC r �� 3x 0 Qf� coil Microsoft Power B1 Pro Licensing of Power BI Pro for (1) user Prepared by: 1616 Evans Rd. suite 205 DYNAMIC: John Teunis Cary, NC 27513 John.teunis@dynamicquest.com 919-573-8883 QUEST" DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 OBJECTIVE To define Microsoft Office 365 subscription services and support plan through Dynamic Quest. Dynamic Quest is a certified Microsoft Cloud Competency partner and an authorized Office 365 reseller. This agreement is between Orange County, NC ("Subscriber" or"Customer") and Dynamic Quest ("Reseller"). Following is a request for Office 365 Power BI subscription DYNAMIC QUEST ADVANTAGE Dynamic Quest is a strategic technology services and consulting company that defines its values to their customers on four overarching goals: Process Improvement, Business Growth, Cost Control and Business Stability/ Reliability. Dynamic Quest has multiple locations in North Carolina with its headquarters in Greensboro where it operates a Data Center and 24/7/365 support center. Dynamic Quest recognizes that Microsoft continues to add value to its Office 365 offering to meet the demands of today's businesses. While the value of Office 365 increases, so does its complexity. Dynamic Quest holds multiple Microsoft competencies and has the experience and knowledge on how those tools can be best utilized to help grow your business. With an Office 365 subscription agreement, Dynamic Quest offers the following services at no additional cost: • Subscription and Billing Guidance • Technology Review&Advisory Service— Dynamic Quest will offer annual technology review sessions to go over your current Office 365 subscription, additional features and tools available in your plan, and how to leverage these tools. As an added bonus, prior to each review our services team will perform a network security scan and provide the results and recommendation as part of the review process. • Access to our 24x7 Help Desk for Incident Support—customer will gain access to our 24/7/365 help desk for incident support. Each incident will be charged at a discounted support rate on an hourly basis. PURCHASES Items to be purchased for this project Action Items • MS Power BI Pro Licenses to be handled by The Brooks Group Microsoft Office 3651-icenses per user/month: (Qty: 1) All DYNAMIC QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 2 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 PROPOSAL INVESTMENT The following proposal costs and appropriate terms and conditions are listed below. This offer is valid for thirty (30) days from the date of this document. Hardware and Software prices are subject to availability and may vary from this proposal even within the 30-day guarantee. Office 365 Subscription Plans Selection: Office 365 Plans Monthly Subscription #of Seats Total ' $ 10.00 1 $10.00 Grand Total: $10.00 Total Monthly Cost: $10.00 per month Payment Terms Hardware and software purchases are due upon signing of the agreement and will be ordered once payment is received. Dynamic Quest periodically assesses the impact of its service pricing to ensure there is a reasonable alignment with the needs of customers, partners, and the marketplace, and may make changes in response to its assessment and feedback. These assessments are typically reviewed on a yearly basis and only after the first initial term period. In the event that Dynamic Quest's costs or expenses for performing any of the services increases during the Term, including increases in third party costs for products or services, cost of living expenses, or other similar circumstances, then Dynamic Quest may equitably increase the prices to account for Dynamic Quest's actual costs and expenses to provide the Services to our clients. This would happen upon no less than thirty (30) days prior notice. Agreement Term The term of this agreement is for a one-year term from the start date of the services. This agreement will be automatically renewed, at the end of the current term, for a term of the same time period as the initial term, but in no event, less than one year unless either party provides ninety (90) days written notice to the other party prior to the end of the current term. Af DYNAMIC QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 3 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 PROPOSAL ACCEPTANCE The Effective Start Date of this Agreement shall be: Executed By: Dynamic Quest, Inc. Executed By: Orange County, NC Signature Signature Name Name Title Title Date Date DYNAMIC QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page:4 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 TERMS AND CONDITIONS ENTIRE AGREEMENT The terms and conditions contained in this Agreement supersede all prior oral or written understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement. There are no understandings or representations, express or implied, not expressly set forth in this Agreement. No terms or conditions contained in any order or other form originated by Buyer shall apply except for quantities and product descriptions, and any reference to Buyer's purchase order shall be solely for the convenience of Buyer. This Agreement shall not be modified or amended except by a writing signed by authorized representatives of both parties. REVISION TO DOCUMENTS During the term of this agreement, Dynamic Quest may make non-financial revisions to its Service Plans (e.g. QuestCare, QSync and other solution offerings). The purpose of such changes will be to clarify the definition(s)of included (in-scope)and excluded (out-of-scope)services with regards to the plan. This Revision to Documents provision does not apply to any Fixed Bid project. Dynamic Quest will forward a copy of the revised Service Plan to client within 30 days of the revision date. FEES Dynamic Quest retains the right to change pricing at any time if it deems necessary to maintain current support levels. In most cases,a pricing change will be presented in an annual review. The Customer will have 30 days from price change notification to discuss ways to mitigate the increase with Dynamic Quest if necessary. If Dynamic Quest deems it necessary to contact any third-party support, costs for such support will be passed through to the customer. TERMS OF PAYMENT Buyer agrees to pay the purchase price and related charges in accordance with the terms of payment on the face of this Agreement. If no terms of payment are stated, payment is due net 15. Buyer agrees that a one (1) hour minimum charge will be paid on all site visits. Travel expenses incurred by Dynamic Quest on behalf of the Client for onsite visits including lodging and airfare will be billed to the client. Any onsite work will be charged for travel, including travel expenses. Travel time will be billed at one half('/z)the client's standard hourly rate. Clients will not be charged for travel for work on DQ owned hardware such as QSyncs. Payments not received within 25 days of due date shall bear interest at the rate of one and one-half percent(1'/2%)per month (but not to exceed the maximum lawful rate)until paid, including post-judgment. Buyer shall notify Seller of any disputed invoices within thirty (30) days from the date of the invoice. Should collection be required, Buyer agrees to pay reasonable attorneys' fees plus all reasonable expenses incurred by Seller in enforcing this Agreement. Buyer shall pay a$25.00 fee for all checks returned for insufficient funds or for any other reason. For custom software development projects,full payment of all outstanding invoices or amounts due will be required before the software code will be delivered to the Buyer. Without the full payment of custom development from a Buyer, the ownership and code will remain under Dynamic Quest and will not be given to the Buyer. If any project or proposal is delayed or put on hold by the Buyer for more than 30 days, then Dynamic Quest will bill all reasonable amounts to the client due on a Net-15 terms. The reasonable amount to bill for a project put on hold will be defined by Dynamic Quest based on the amount of work effort, material purchases, project planning, and other factors. PRICE CHANGES Dynamic Quest periodically assesses the impact of its local pricing to ensure there is a reasonable alignment with the needs of customers, partners, and the marketplace,and may make changes in response to its assessment and feedback. These assessments are typically reviewed on a yearly basis after the first initial term period. In the event that Dynamic Quest's costs or expenses for performing any of the Services increase during the Term, including increases in third party costs for products and services, Dynamic Quest may equitably increase the Prices to reflect Dynamic Quest's actual costs and expenses to provide the Services to client upon no less than thirty(30)days prior notice. TAXES Any tax or related charge resulting from this Agreement or any activities hereunder, exclusive of tax based on net income,that Seller shall be required to pay to or collect from any government shall be billed to Buyer as a separate item and shall be paid by Buyer, unless a valid exemption certificate is furnished by Buyer to Seller. Alf DYNAMIC ■ CV E S T TM Dynamic Quest // 336.370.0555 // dynamicquest.com Page:5 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 TITLE,TRANSPORTATION AND DELIVERY Title (except as provided in the paragraph USE OF INFORMATION/ LICENSE) and risk of loss or damage to material shall pass to Buyer at the time Seller or its supplier delivers possession of the material to a carrier or to Buyer if there is no carrier. Seller will make carrier selection based on current rates, reliability and transit schedules, and Buyer agrees to pre-pay freight and delivery charges, including insurance costs if specifically requested by Buyer. TERMINATION OF AGREEMENT If not otherwise stated in the above agreement, this policy for agreement/contract termination will apply. Terminations of Service/Notice of Breach must be in writing and must be sent to notices(a)dynamicguest.com. Upon any termination of this Agreement, (i)Client shall (A)immediately discontinue all use of the Service,the Service Documentation, and any Company Confidential Information of Dynamic Quest, and (B)promptly pay to Dynamic Quest all amounts due and payable to the Company hereunder; and (ii)both Parties shall (A)delete any of the others Party's Confidential Information from their respective digital storage or any other media including, but not limited to, online and offline libraries; and (B)return to the other Party or, at the other Party's option, destroy, all copies of the Applicable service in their possession. A client is also allowed to cancel the agreement anytime within the term of the agreement due to breach of service by Dynamic Quest. If a breach of service has been identified, the client must allow Dynamic Quest 45 days from the date the client notifies Dynamic Quest of the breach,to show an improvement or correction to the concerns. If the breach in service is cured,then it will no longer be considered a breach of service. Dynamic Quest may terminate this Agreement if: (a)Customer fails to pay any fees due within terms set forth by the payment terms of this agreement, (b)Customer materially breaches the term of this Agreement, other than failure to pay, and Customer has not taken reasonable steps to remedy such breach within forty-five(45)business days of Customer receiving written notice from Dynamic Quest of the breach, (c)immediately if Customer misrepresents the nature of the data or the use of the data, (d)for any other reason set forth in this Agreement or(e)if Dynamic Quest reasonably believes that such termination is necessary to protect its other customers. Dynamic Quest will notify Customer as soon as reasonably practical of any action it takes relating to Customer's equipment that materially affects Customer's access to its data. LOANED/RENTED EQUIPMENT The Customer agrees that any equipment utilized by Dynamic Quest, in the execution of this or any service that is not explicitly purchased by Customer shall remain the property of Dynamic Quest and must be returned if requested. The Customer further agrees to cease the use of any technology that remains the property of Dynamic Quest upon termination of this agreement. LIMITED WARRANTY Seller warrants that services will be performed in workmanlike manner. Any claim for breach of this service warranty must be made by written notice within two(2)weeks following the date of completion of the service for which the claim was made.Seller hereby assigns to Buyer the warranty given to Seller by its supplier of such material. At Buyer's request, Seller or its supplier will provide to Buyer a written statement of its supplier's warranty.Seller does not warrant software to be error free. If any defect in material appears in the material, Seller will, at its option, either repair or replace the defective materials without charge or credit or refund the purchase price of the defective material, provided that: (i)the defect appears within the applicable warranty period or thirty(30)days,whichever is less, (ii)Buyer notifies Seller in writing of the claimed defect promptly after Buyer knows or reasonably should know of the claimed defect,and (iii)Seller's examination of the material discloses that the claimed defect actually exists. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO REPAIR, REPLACE, CREDIT, OR REFUND AS SET FORTH ABOVE. ASSIGNMENT Buyer shall not assign any right or interest under this Agreement without the prior written consent of Seller. Any attempted assignment or delegation in contravention of the above provisions shall be void and ineffective. CHOICE OF LAW/CHOICE OF FORUM This Agreement shall be governed by and interpreted under the laws of the State of North Carolina.The parties hereby consent that any and all actions to enforce this Agreement or any portion thereof shall be brought in the general courts of justice in Guilford County, North Carolina Alf DYNAMIC ■ QV E S T TM Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 6 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 FORCE MAJEURE Seller shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, act of God, inability to secure raw material or transportation facilities, act or omission of carriers or suppliers or any other causes beyond its control whether or not similar to the foregoing. CONFIDENTIAL DATA Confidential or sensitive information as relates to any use of names,addresses,social security numbers,pin numbers, account numbers, etc. that is deemed confidential to a person or persons shall not be transmitted, sent, copied, or given to the Seller by the Buyer.Where an application or service requires testing using data, then the test data is to be specific test records,files, blocks, etc. not containing confidential data. Any release of confidential data by the Buyer to the Seller is to be noted immediately to both parties with the information returned to the Buyer. LIMITATION OF LIABILITY-SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR TO ANY PERSON OR COMPANY USING ANY PRODUCT OR SERVICE SUPPLIED UNDER THIS AGREEMENT FOR ALLEGED LOST PROFITS, LOST REVENUES, DOWNTIME, OR OTHER ALLEGED INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OR PERFORMANCE OF THE MATERIAL, WHETHER IN AN ACTION ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. SELLER'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE REPAIR OR REPLACEMENT COST OR PURCHASE PRICE, WHICHEVER IS LOWER, OF THE ITEM OR SERVICE THAT DIRECTLY GIVES RISE TO THE CLAIM. NO ACTION OR PROCEEDING AGAINST SELLER MAY BE COMMENCED MORE THAN SIX (6) MONTHS AFTER THE MATERIAL IS INITIALLY SHIPPED OR THE SERVICES ARE PERFORMED.THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY. NON-WAIVER No course of dealing,course of performance,or failure of Seller strictly to enforce any term, right,or condition of this Agreement shall be construed as a waiver of such term, right,or condition. USE OF INFORMATION/LICENSE All technical and business information and all licensed software and related documentation in whatever form recorded (all hereinafter designated "Information")furnished to Buyer under or in contemplation of this Agreement shall remain the property of Seller or its supplier. Unless Seller otherwise agrees in writing, such Information: (i)shall be treated in confidence by Buyer and used by Buyer only for evaluation purposes or to install, operate, and maintain the particular material as defined in the subsequent paragraph below for which the Information is initially ordered, (ii)shall not be reproduced or copied in whole or in part, except as necessary for use as authorized in this Agreement and (iii)shall,together with any copies thereof, be returned or destroyed when no longer needed, or may, if in the form of software recorded on an erasable storage medium, be erased. The above conditions do not apply to any part of the Information that is known to Buyer free of any obligation to keep in confidence.Seller,to the extent permitted by its supplier,grants to Buyer a personal, nontransferable and nonexclusive license to use licensed materials on a designated processor for Buyer's own business operations. If software or firmware provided under this Agreement contains a separate supplier license, Buyer hereby agrees to be bound by the terms of that license, and, in the event of any conflict,the terms of the supplier's license shall control over the terms of Seller's grant of license. "Materials"shall be defined to include any custom developed code, documentation, specifications, reports, or other materials used or created as a result of any work performed under a custom project scope. Seller grants to the Buyer an irrevocable, non-exclusive,worldwide, paid-up, royalty-free, perpetual cense to use, copy, load, merge with other software, execute, reproduce, display, perform, prepare derivative works based upon Materials and internally distribute copies of Materials, and (ii)the right to copy and internally and externally distribute Materials to third parties. Dynamic Quest will maintain the intellectual property ownership of such materials. EMPLOYEE/CONTRACTOR SOLICITATION Buyer and Seller, known as the Organizations, agree that neither Organization shall without either's prior written consent employ or offer employment to the other's employee or former employee within the twenty-four months following termination of his or her employment with the Organization DYNAMIC QUEST;` Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 7 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 ONSITE SUPPORT Dynamic Quest will send a technician onsite if Dynamic Quest deems it necessary to resolve any problem that cannot be resolved remotely. In addition, Customer must be willing to provide reasonable hands-on support assistance before dispatch is determined to be necessary. Once on-site support is determined necessary, an engineer will be dispatched based on the priority level of the ticket. Dispatch only occurs in the even that a remote resolution cannot be performed. Should onsite be requested without reasonable remote due diligence being done, it will be done at the client's standard hourly rate regardless of scope of work. SPLA LICENSING Software Services licensed under the Service Provider Licensing Agreement(SPLA)are billed monthly for the previous month's usage. Microsoft establishes the baseline prices for the products offered under the SPLA agreement with Dynamic Quest. Microsoft may decrease prices of existent part numbers it charges to Resellers at any time,which may be reflected on the Resellers' price list to client. Microsoft may increase prices of existent part numbers and charge to Resellers only as follows: • Once each calendar year effective January 1 st; and • At any time to offset exchange rate fluctuations for prices other than U. S. dollars As these price changes are reflected in Dynamic Quest's cost to provide the Software Services, Dynamic Quest will pass these changes on to Client. The minimum baseline software(quantities and titles)included in this Agreement is contained in this proposal, Software required to support the number of users above the minimum established baseline are provided on a per user basis Microsoft Customer Agreement This Microsoft Customer Agreement(the"Agreement")is between Customer and Microsoft and consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents when an order is placed.This Agreement takes effect when the Customer accepts these General Terms.The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer. General Terms These General Terms apply to all of Customer's orders under this Agreement. Capitalized terms have the meanings given under"Definitions." License to use Microsoft Products a. License grant. Products are licensed and not sold. Upon Microsoft's acceptance of each order and subject to Customer's compliance with this Agreement, Microsoft grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement.These licenses are solely for Customer's own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law. b. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product.All other licenses become perpetual upon payment in full. Alf DYNAMIC ■ QV E S T TM Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 8 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 c.Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions,the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Software may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. Microsoft may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period. d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement. e.Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under this Agreement and for its Affiliates'compliance with this Agreement. f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not(and is not licensed to): (1) reverse engineer, decompile, or disassemble any Product, or attempt to do so; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; (3)work around any technical limitations in a Product or restrictions in Product documentation; (4)separate and run parts of a Product on more than one device; (5) upgrade or downgrade parts of a Product at different times; (6)transfer parts of a Product separately; or (7)distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party. h. License transfers. Customer may only transfer fully-paid, perpetual licenses to(1)an Affiliate or(2)a third party solely in connection with the transfer of hardware to which,or employees to whom,the licenses have been assigned as part of(a)a divestiture of all or part of an Affiliate or(b)a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Microsoft of a License transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred.Attempted license transfers that do not comply with this section are void. i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit offers, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition). Microsoft reserves the right to verify eligibility and suspend product use if requirements are not met. Page 9 of 9 DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 Non-Microsoft Products. Non-Microsoft Products are provided under separate terms by the Publishers of such products. Customer will have an opportunity to review those terms prior to placing an order for a Non-Microsoft Product through a Microsoft online store or Online Service. Microsoft is not a party to the terms between Customer and the Publisher. Microsoft may provide Customer's contact information and transaction details to the Publisher. Microsoft makes no warranties and assumes no responsibility or liability whatsoever for Non-Microsoft Products. Customer is solely responsible for its use of any Non-Microsoft Product. Verifying compliance. Customer must keep records relating to Products it and its Affiliates use or distribute.At Microsoft's expense, Microsoft may verify Customer's and its Affiliates'compliance with this Agreement at any time upon 30 days' notice. To do so, Microsoft may engage an independent auditor(under nondisclosure obligations)or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Microsoft or the auditor reasonably requests related to the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer must,within 30 days, order sufficient licenses to cover the period of its unlicensed use.Without limiting Microsoft's other remedies, if unlicensed use is 5%or more of Customer's total use of all Products, Customer must reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125%of the then-current Customer price or the maximum allowed under applicable law, if less.All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. Privacy. a. Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Microsoft, Customer will obtain all required consents from third parties(including Customer's contacts, Partners,distributors, administrators, and employees) under applicable privacy and data protection laws. b. Location of Personal Data.To the extent permitted by applicable law, Personal Data collected under this Agreement may be transferred,stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use,transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. Confidentiality. a. Confidential Information. "Confidential Information"is non-public information that is designated "confidential"or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer's account authentication credentials. Confidential Information does not include information that(1) becomes publicly available without a breach of a confidentiality obligation; (2)the receiving party received lawfully from another source without a confidentiality obligation; (3)is independently developed; or(4)is a comment or suggestion volunteered about the other party's business, products or services. b. Protection of Confidential Information. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to- know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.The Online Services Terms may provide additional terms regarding the disclosure and use of Customer Data. c. Disclosure required by law.A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party(if legally permissible)to enable the other party to seek a protective order. d. Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. Page 10 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 e. Duration of Confidentiality obligation.These obligations apply(1)for Customer Data, until it is deleted from the Online Services; and (2)for all other Confidential Information,for a period of five years after a party receives the Confidential Information. Product warranties. a. Limited warranties and remedies. (1)Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer's use. Customer's remedies for breach of this warranty are described in the SLA. (2)Software. Microsoft warrants that the Software version that is current at the time will perform substantially as described in the applicable Product documentation for one year from the date Customer acquires a license for that version. If it does not, and Customer notifies Microsoft within the warranty term, Microsoft will, at its option, (a)return the price Customer paid for the Software license or(b)repair or replace the Software. The remedies above are Customer's sole remedies for breach of the warranties in this section. Customer waives any warranty claims not made during the warranty period. b. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements.These warranties do not apply to free,trial, preview, or prerelease products, or to components of Products that Customer is permitted to redistribute. c. Disclaimer. Except for the limited warranties above and subject to applicable law, Microsoft provides no other warranties or conditions for Products and disclaims any other express, implied or statutory warranties for Products, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose. Defense of third-party claims. The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority.The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance.This section describes the parties'sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement(unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either(1)modify or replace the Product with a functional equivalent or(2)terminate Customer's license and refund any license fees(less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer's continued use of a Product after being notified to stop due to a third-party claim. b. By Customer.To the extent permitted by applicable law, Customer will defend Microsoft and its Affiliates against any third-party claim to the extent it alleges that: (1)any Customer Data or Non-Microsoft Product hosted in an Online Service by Microsoft on Customer's behalf misappropriates a trade secret or directly infringes a patent, copyright,trademark, or other proprietary right of a third party; or(2)Customer's use of any Product,alone or in combination with anything else,violates the law or harms a third party. Limitation of liability. For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Products during the term of the applicable licenses, subject to the following: Page 11 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 a. Subscriptions. For Products ordered on a subscription basis, Microsoft's maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Product during the 12 months before the incident. b. Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's(1)confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2)defense obligations; or(3)violation of the other party's intellectual property rights. Partners. a. Selecting a Partner. Customer may authorize a Partner to place orders on Customer's behalf and manage Customer's purchases by associating the Partner with its account. If the Partner's distribution right is terminated, Customer must select an authorized replacement Partner or purchase directly from Microsoft. Partners and other third parties are not agents of Microsoft and are not authorized to enter into any agreement with Customer on behalf of Microsoft. b. Partner Administrator privileges and access to Customer Data. If Customer purchases Online Services from a Partner or chooses to provide a Partner with administrator privileges,that Partner will be the primary administrator of the Online Services and will have administrative privileges and access to Customer Data and Administrator Data. Customer consents to Microsoft and its Affiliates providing the Partner with Customer Data and Administrator Data for purposes of provisioning, administering and supporting (as applicable)the Online Services. Partner may process such data according to the terms of Partner's agreement with Customer, and its privacy commitments may differ from Microsoft's. Customer appoints Partner as its agent for purposes of providing and receiving notices and other communications to and from Microsoft. Customer may terminate the Partner's administrative privileges at any time. c. Support and Professional Services. Customer's Partner will provide details on support services available for Products purchased under this agreement. Support services may be performed by Partner or its designee, which in some cases may be Microsoft. If Customer purchases Professional Services under this agreement,the performance of those Professional Services will be subject to the terms and conditions in the Use Rights. Pricing and payment. If Customer orders from a Partner,the Partner will set Customer's pricing and payment terms for that order, and Customer will pay the amount due to the Partner. Pricing and payment terms related to orders placed by Customer directly with Microsoft are set by Microsoft,and Customer will pay the amount due as described in this section. a. Payment method. Customer must provide a payment method or, if eligible, choose to be invoiced for purchases made on its account. By providing Microsoft with a payment method, Customer(1)consents to Microsoft's use of account information regarding the selected payment method provided by the issuing bank or applicable payment network; (2)represents that it is authorized to use that payment method and that any payment information it provides is true and accurate; (3)represents that the payment method was established and is used primarily for commercial purposes and not for personal,family or household use; and (4)authorizes Microsoft to charge Customer using that payment method for orders under this Agreement. b. Invoices. Microsoft may invoice eligible Customers. Customer's ability to elect payment by invoice is subject to Microsoft's approval of Customer's financial condition. Customer authorizes Microsoft to obtain information about Customer's financial condition,which may include credit reports,to assess Customer's eligibility for invoicing. Unless the Customer's financial statements are publicly available, Customer may be required to provide their balance sheet, profit and loss and cash flow statements to Microsoft. Customer may be required to provide security in a form acceptable to Microsoft to be eligible for invoicing. Microsoft may withdraw Customer's eligibility at any time and for any reason. Customer must promptly notify Microsoft of any changes in its company name or location and of any significant changes in the ownership, structure, or operational activities of the organization. Page 12 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 c. Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Microsoft for the period corresponding to the invoice. Customer will pay all amounts due within thirty(30)calendar days following the invoice date. d. Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft that are more than fifteen (15) calendar days past due at a rate of two percent(2%)of the total amount payable, calculated and payable monthly, or the highest amount allowed by law, if less. e. Cancellation fee. If a subscription permits early termination and Customer cancels the subscription before the end of the subscription or billing period, Customer may be charged a cancellation fee. f. Recurring Payments. For subscriptions that renew automatically, Customer authorizes Microsoft to charge Customer's payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Microsoft to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account(in the case of Automated Clearing House or similar debits), as charges to the designated card account(in the case of credit card or similar payments)(collectively, "Electronic Payments"). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Microsoft or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due. g.Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Microsoft, Customer shall also pay any applicable value added, goods and services, sales,gross receipts,or other transaction taxes,fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership. If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Microsoft an official receipt for those withholdings and other documents reasonably requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law. Term and termination. a. Term.This Agreement is effective until terminated by a party, as described below. b. Termination without cause. Either party may terminate this Agreement without cause on 60 days'notice. Termination without cause will not affect Customer's perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. c. Termination for cause.Without limiting other remedies it may have, either party may terminate this Agreement on 30 days' notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such termination,the following will apply: (1)All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses. (2)All amounts due under any unpaid invoices shall become due and payable immediately. For metered Products billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date. (3) If Microsoft is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date. d. Suspension. Microsoft may suspend use of an Online Service without terminating this Agreement during any period of material breach. Microsoft will give Customer notice before suspending an Online Service when reasonable. Page 13 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 e. Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that(1)is not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue offering the Product without modification;or(3)causes Microsoft to believe these terms or the Product may conflict with any such regulation, obligation, or requirement. If Microsoft terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date. Miscellaneous. a. Independent contractors.The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other's Confidential Information. b.Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others. c.Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. Microsoft may require Customer to accept revised or additional terms before processing a new order.Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply. d.Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party,without prior notice, of any rights Microsoft may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent.Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing.Assignment will not relieve the assigning party of its obligations under the assigned Agreement.Any attempted assignment without required approval will be void. e. U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations,the International Traffic in Arms Regulations, and end- user,end use and destination restrictions by U.S. and other governments related to Microsoft products, services, and technologies. f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. g.Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.Any waiver must be in writing and signed by the waiving party. h. No third-party beneficiaries.This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms. i. Survival.All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement. j. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Microsoft must be sent to the following address: Microsoft Corporation Dept. 551,Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Microsoft may send notices and other information to Customer by email or other electronic form. Page 14 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 k.Applicable law.This Agreement will be governed by and construed in accordance with the laws of the State of Washington and federal laws of the United States.The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. I. Dispute resolution.When bringing any action arising under this Agreement, the parties agree to the following exclusive venues: (1) If Microsoft brings the action, the venue will be where Customer has its headquarters. (2) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA. (3) If Customer brings the action against Microsoft or any Microsoft Affiliate located in Europe, and not also against Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be the Republic of Ireland. The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations. m. Order of precedence.These General Terms will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents, except that conflicting terms in the Use Rights take precedence over these General Terms as to the applicable Products.Terms in the Online Services Terms take precedence over conflicting terms in the Product Terms.Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. n. Microsoft Affiliates and contractors. Microsoft may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Microsoft remains responsible for their performance. o. Government procurement rules. By accepting this agreement, Customer represents and warrants that(i)it has complied and will comply with all applicable government procurement laws and regulations; (ii)it is authorized to enter into this Agreement; and (iii)this Agreement satisfies all applicable procurement requirements. Definitions. "Administrator Data"means the information provided to Microsoft or its Affiliates during sign-up, purchase, or administration of Products. "Affiliate"means any legal entity that controls, is controlled by, or is under common control with a party. "Control'means ownership of more than a 50% interest of voting securities in an entity or the po "Confidential Information" is defined in the "Confidentiality"section. "Customer"means the entity identified as such on the account associated with this Agreement. "Customer Data" means all data, including all text, sound, software, image or video files that are provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services. "End User"means any person Customer permits to use a Product or access Customer Data. "Licensing Site"means http://www.microsoft.com/licensing/contracts or a successor site. "Microsoft"means Microsoft Corporation. "Non-Microsoft Product" means any third-party-branded software, data,service,website or product, unless incorporated by Microsoft in a Product. Page 15 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 "Online Services" means Microsoft-hosted services to which Customer subscribes under this Agreement. It does not include software and services provided under separate license terms. "Online Services Terms"means the additional terms that apply to Customer's use of Online Services published on the Licensing Site and updated from time to time. "Partner"means a company Microsoft has authorized to distribute Products to Customer. "Personal Data" means any information relating to an identified or identifiable natural person. "Product" means all Software and Online Services identified in the Product Terms that Microsoft offers under this Agreement, including previews, prerelease versions, updates, patches and bug fixes from Microsoft. Product availability may vary by region. "Product"does not include Non-Microsoft Products. "Product Terms"means the document that provides information about Products available under this Agreement. The Product Terms document is published on the Licensing Site and is updated from time to time. "Publisher"means a provider of a Non-Microsoft Product. "Representatives"means a party's employees,Affiliates, contractors, advisors and consultants. "SLA" means Service Level Agreement,which specifies the minimum service level for the Online Services and is published on the Licensing Site. "Software"means licensed copies of Microsoft software identified in the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "use"means to copy, download, install, run, access, display, use or otherwise interact with. "Use Rights"means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time.The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms.Terms of service for Online Services are published in the Online Services Terms. Initial that you have read and understand Page 16 of DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 Clisent#:4322 DYANMQUEST ACORD,., CERTIFICATE OF LIABILITY INSURANCE OA7E SMMIODIYYYY]o11061202n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTAIJT:If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: T Andy Tribendis The 5imkiss Agency,Inc. k( N- FA ACNo - 670727.5414 1041 Old Cassatt Road EMAIL ADDRESS: tribendisandy@simkiss.com Berwyn,PA 19312 INSURER(S)AFFORDING COVERAGE NAIC 41 INSURER A:Travelers Property Casualty Co of Amer 25674 INSURED INSURER B,Travelers Casualty&Surety Co. 19038 Dynamic Quest, LLC INSURER C: 4821 Koger Blvd Main INSURER O: Greensboro, NC 27407 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES ❑F INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS- INSR ADOLISUBfi POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY HUNKER MMIDDIYYYY MMIDDIYYYY LIMITS - - --- ---- LNG YYY4. - --- — { ----]- .-. -- A x COMMERCIAL GENERAL LIABILITY ZPP16N22010 5/24/2019 05/2412020 EACH OCCURRENCE 51,000 000 ppgqMgqGE T ��EHTEO CLAIMS-MADE u OCCUR RR URHTYEa occurrence 000,000 MED EXP{Any one person s5,000 PERSONAL&ADV INJURY $1 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 POLICY❑JECOT- [ILOC PROP UCTS-COMPIOPAGG 52,000 000 , OTHER: S A AUTOMOBILE LIABILITY BA9K699985 5/24/2019 051241202 (Ea ND SINGLE UNIT 1,000,090 x ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED I BODILY INJURY(Per accident) S AUTOS ONLY AUTOS AUTOS ONLY NON-OWNED PROPERTY DAMAGE S ---- AUTOS ONLY ,iPer acciden! $ A x UMBRELLA LIAB X OCCUR CUP9K727349 5/24/2019 05/24/202 EACH OCCURRENCE $9000000 EXCESS LIAt3 CLAIMS-MADE AGGREGATE $9 000 000 DED I X I RETENTION_510000 5 B WORKERS COMPENSATION UB4PTT55Z5 1/01/2020 01101/2021 X PER OTH- AHD EMPLOYERS'LIABILITY OFFYCERIMEMBEH EXCLUDEp7 ECUTIVE� NIA E.L EACH ACCIDENT 51,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S1 000000 If yes.R under DESCRIPTION OF OPERATIONS belaw I EL.DISEASE-POLICY LIMIT $1 000000 A E&O 1 Cyber ZPI..16N22009 0512412019 05/24/202 $3M per CLM 1$3M Agg DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Add(I Ion at Remarks Schedule,may be attached II more space is required} CERTIFICATE HOLDER CANCELLATION Orange County Information SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Technologies ACCORDANCE WITH THE POLICY PROVISIONS. 131 W. Margaret Lane Hillsborough, INC 27278 AUTHORIZED REPRESENTATIVE 13. C_ 1.�, .. p 198 8-2 015 ACOR❑CORPORATION.Ail rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD #S5986111M598592 AD