HomeMy WebLinkAboutMASTER SOFTWARE AND SERVICES AGREEMENT FOR PURCHASE AND IMPLEMENTATION OF ELECTRONIC DISPLAY BOARDS_ FOUR WINDS INTERACTIVE1
MASTER SOFTWARE AND SERVICES AGREEMENT
This Agreement (the "Master Agreement"), effective as of June 21, 2017 ("Effective Date"), is
entered into by and between Four Winds Interactive LLC, a Colorado limited liability Company
having its principal office at 1221 Broadway Street, Denver, Colorado 80203 ("FWI") and
Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at
535 Telfair Street, Suite 200, Augusta, GA U.S.A., 30901 ("Customer", "you", or"your").
ARTICLE I — INTRODUCTION AND OVERVIEW
A. This Master Agreement provides the terms pursuant to which FWI agrees to provide our
visual communications platform, The Visual LayerTM, to you. Our visual communications platform
is typically comprised of three components: Visual Communications Software, Professional
Services and Hardware. The terms pursuant to which FWI agrees to license its proprietary Visual
Communications Software to you are set forth in the Software Addendum. The terms governing
your purchase of Professional Services (including any Third Party Subscriptions) and Hardware
from FWI, are set forth in the Professional Services Addendum and the Hardware Addendum,
respectively. Depending upon what solution you choose, these Addenda are incorporated into
this Master Agreement by reference, as if fully set forth herein.
B. The specific pricing for Visual Communications Software Licenses, Professional Services,
Hardware and Third Party Subscriptions are set out in the Opportunity Document(s) which are
specific to each opportunity based upon your needs and goals, and are incorporated herein by
reference. The Opportunity Document(s) include a Quote and may also include a Statement of
Work. Successive Opportunity Document(s) may be issued over time referring back to this same
Agreement. This Master Agreement is intended to be a comprehensive set of terms that operate
in conjunction with the specific terms contained in the Opportunity Document(s). If there is a
contradiction between this Master Agreement and the Opportunity Document(s), the terms of the
Opportunity Document(s) shall prevail. All defined terms contained in this Master Agreement are
set forth in Exhibit A.
C. By accepting this Master Agreement, which may occur through signature, clicking a box
indicating your acceptance or by signing a Quote that incorporates by reference this Master
Agreement, you agree to the terms of this Master Agreement. If you are entering into this Master
Agreement on behalf of a Company or other legal entity, you represent that you have the authority
to bind such entity, its employees, authorized agents and affiliates to these terms and conditions,
in which case the terms "Customer", "you " or"your" shall include such entity, employees, agents
and affiliates. If you do not have such authority, or if you do not agree to comply with these terms
and conditions, you must not accept this Master Agreement and may not purchase or use the
Visual Communications Software, Professional Services, Third Party Subscriptions or Hardware.
D. Table of Contents.
1) Article I — Introduction and Overview
2) Article II — Fees and Payment
3) Article III — Proprietary Rights and Confidentiality
4) Article IV—Warranties
5) Article V— Indemnification and Limitation of Liability
6) Article VI —General Terms
1, 7) Exhibit A— Definitions
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ARTICLE II — FEES AND PAYMENT
A. Invoicing and Payment Terms.
1) Fees. You agree to pay all fees arising from your purchase of Visual
Communications Software, Professional Services, Third Party Subscriptions and/or Hardware in
accordance with the payment terms specified in the Opportunity Document(s). Except as
otherwise specified herein or in the Opportunity Document(s), (i) fees are based on Visual
Communications Software Licenses and Services purchased and not actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased
cannot be decreased during the relevant term identified in the Opportunity Document(s).
2) Invoicing and Payment. You may provide Us with valid and updated credit card
information, or with a valid purchase order or alternative document reasonably acceptable to us.
If you provide credit card information to us, you authorize us to charge such credit card for all
purchased Visual Communications Software Licenses, Professional Services and Hardware
listed in the Opportunity Document(s) for the initial term and any renewal term(s) as set forth in
Article VIII. Credit cards will not be accepted for payments above Twenty-Five Thousand Dollars
($25,000.00) unless you agree to pay a credit card usage fee of 3% in addition to the amounts
due FWI. Invoices will be issued and charges processed in advance, either annually or in
accordance with any different billing frequency stated in the applicable Opportunity Document(s).
Unless otherwise stated in the Opportunity Document(s), invoiced charges are due net 30 days
from receipt. You may elect to issue a Purchase Order as a condition precedent to FWI invoicing
you for amounts due. Please understand that any terms included on the Purchase Order which
directly or indirectly contradict the terms of this Master Agreement and/or the Opportunity
documents shall have no binding effect on FWI, as the Master Agreement and Opportunity
Documents take precedence. Further, you are responsible for providing complete and accurate
billing and contact information to us and notifying us of any changes to such information.
3) Overdue Charges. If any invoiced amount is not received by us by the due date,
then without limiting our rights or remedies, (a) those charges shall accrue no interest, (b) We
may condition future renewals and additional purchases on paying the amount past due and on
payment terms shorter than those specified in the Opportunity Document(s).
4) Suspension of Visual Communications Software License Keys, Service and
Acceleration. If any amount owing by you under this Master Agreement, the Opportunity
Document(s) or any other negotiated agreement is thirty (30) or more days overdue, we may,
without limiting our other rights and remedies, accelerate your unpaid fee obligations so that all
such obligations become immediately due and payable, and suspend our Visual Communications
Software Subscription Licenses and Professional Services until such amounts are paid in full.We
will give you at least 10 days' prior notice by email that your account is overdue before suspending
Visual Communications Software Subscription Licenses Keys and Professional Services to you.
5) Payment Disputes. We will not exercise our rights under Section 3 (Overdue
Charges) or Section 4 (Suspension of Visual Communications Software Licenses Keys, Service
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and Acceleration)above if you are disputing the applicable charges reasonably and in good faith
and are cooperating diligently to resolve the dispute.
6) Taxes.Augusta, Georgia is a governmental entity, and thus all taxes, levies, duties
or similar governmental assessments of any nature, including, for example, value-added, sales,
use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes") shall
be waived.
7) FWI reserves the right to apply Deposits and/or over payments to outstanding
invoices at FWI's discretion. You acknowledge FWI will not order Hardware and will not initiate
Services prior to receipt of required Deposit amounts due under any applicable Opportunity
Document(s).
8) You may receive access to the Visual Communications Software through
temporary license keys prior to your payment of the Visual Communications Software License
Subscription Fee. You acknowledge that such Visual Communications Software License shall be
conditional until payment of the Subscription Fee has been received by FWI, and shall
automatically terminate for failure to pay. The Visual Communications Software Subscription
License shall be afforded only for the time period for which the Visual Communications Software
Subscription License Fee applies.
9) Beginning with the first year following purchase of the Visual Communications
Software and for each subsequent year thereafter, FWI may adjust the Software Subscription
License Fee and recurring Professional Services fees by an amount that shall not exceed the
increase in the Consumer Price Index(CPI), as of the second calendar month preceding the date
of this Master Agreement is accepted. FWI shall provide you with advance notice of any such
increase.
10) Third-party pass-through costs or subscriptions, if any, may be increased at the
time and in the manner the increases are received from the third party.
B. Purchase of Additional Visual Communications Software Licenses.
You may purchase or subscribe to additional Visual Communications Software Subscription
Licenses and or Services pursuant to this Master Agreement. The quantities and prices
applicable to such additional purchases shall be set forth in the applicable Opportunity
Document(s). Unless specified in the Opportunity Document(s), FWI does not lock prices for
future purchases.
ARTICLE III — PROPRIETARY RIGHTS AND CONFIDENTIALITY
A. Ownership. You acknowledge that all copies of the Visual Communications Software
and Documentation in any form provided by FWI or made available to you, as permitted herein,
are the sole property of FWI. You shall have no right, title, or interest to any such Visual
Communications Software, Documentation or copies thereof except as provided in this Master
Agreement, and further shall secure and protect all Visual Communications Software and
Documentation consistent with maintenance of FWI's proprietary rights therein and consistent
with the terms set forth in the Software Addendum and Professional Services Addendum.
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B. FWI Standard Materials and Tools. You agree that in connection with the provision of
Visual Communications Software and Professional Services hereunder, FWI may provide or use
certain pre-existing materials, information, software components and proprietary tools to FWI
(collectively, "FWI Standard Materials and Tools"). You acknowledge that all right,title and interest
in and to all pre-existing FWI Standard Materials and Tools is and remains the exclusive property
of FWI. FWI retains the right to re-use, transfer, distribute and license to any of its current and
future clients any of its FWI Standard Materials and Tools. For avoidance of doubt unless
specifically identified as"work for hire" in the Opportunity Document(s), all Software Products and
Professional Services provided hereunder shall be considered preexisting FWI Standard
Materials and Tools.
C. Confidentiality.
1) Acknowledgement. You hereby acknowledge and agree that the Visual
Communications Software Documentation and the Opportunity Document(s) contain valuable
proprietary information and trade secrets of FWI and/or its suppliers, embodying substantial
creative efforts and confidential information, ideas, pricing and expressions. Accordingly, you
agree to treat (and take precautions to ensure that your employees, contractors, agents and
representatives treat) the Visual Communications Software, Documentation and the contents of
Opportunity Document(s) as confidential in accordance with the confidentiality requirements and
conditions set forth below.
2) Your Property. FWI agrees that all data, content, and intellectual property
supplied by you shall remain the exclusive property of you. FWI shall treat all such Property
designated as Confidential as Confidential Information as defined herein.
3) Mutual Obligations Regarding Confidential Information. The term
"Confidential Information" shall mean the information disclosed by either party under this Master
Agreement which is in written, recorded, photographic, machine-readable, or other physical form
or oral information which may be reduced to writing as soon as practicable after disclosure to the
other party and which may be marked or labeled "Confidential", "Proprietary", "Sensitive", or in
any other manner indicating its confidential and/or proprietary nature. Each party agrees to keep
confidential all Confidential Information disclosed to it by the other party in accordance herewith,
and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar
information and data of its own (at all times exercising a reasonable degree of care in the
protection of confidential information); provided, however, that neither party shall have any such
obligation with respect to use or disclosure to others not parties to this Master Agreement if such
confidential information is established to: (a) have been known publicly; (b) have been known
generally in the industry before communication by the disclosing party to the recipient; (c) have
become known publicly, without fault on the part of the recipient, subsequent to disclosure by the
disclosing party; (d) have been known otherwise by the recipient before communication by the
disclosing party; or(e)have been received by the recipient without any obligation of confidentiality
from a source (other than the disclosing party) lawfully having possession of such information.
4) Utilization of our Confidential Information. You agree that you shall utilize the
Company's Proprietary and Confidential Information solely for the purpose of utilizing the Visual
Communications Software and shall not use such Confidential and Proprietary Information for any
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other purpose. Specifically, you shall not use Company's Confidential and Proprietary Information
to develop or sell software products or services that are directly competitive with our Visual
Communications Software and Services as set forth in this Master Agreement.
5) Injunctive Relief. You acknowledge that the unauthorized use, transfer or
disclosure of Confidential Information, including the Visual Communications Software and the
Documentation or copies thereof will (i)substantially diminish the value to FWI of the trade secrets
and other proprietary interests that are the subject of this Master Agreement; (ii) render FWI's
remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause
irreparable injury in a short period of time. If you breach any of your obligations with respect to
the use or confidentiality of FWI's Confidential Information, FWI may, in addition to any other legal
or equitable rights or remedies which may be available to it, seek and obtain equitable relief to
protect its interests therein, including, but not limited to, preliminary and permanent injunctive
relief without necessity of proving actual damages or posting bond.
D. Non-Solicitation. During the term of this Master Agreement and for a period of two years
thereafter, you agree not to solicit any FWI employee to leave their employment with FWI in order
to pursue employment with you or to pursue any other engagement outside of their duties and
responsibilities with FWI.
ARTICLE IV—WARRANTIES
A. General Warranties.
1) FWI represents that it is the owner of the entire right, title, and interest in and to
Visual Communications Software, that it has the sole right to grant Visual Communications
Software Licenses hereunder, and that it has not knowingly granted licenses to any other entity
that would restrict rights granted hereunder.
2) FWI represents and warrants that the Visual Communications Software, when
properly installed and used with the Designated Equipment in accordance with the
Documentation, will perform substantially as described in the Documentation provided that: (a)
you remain a continuous fully paid subscriber to the Software Subscription Service pursuant to
this Master Agreement; (b) you have properly installed all updates provided by FWI; (c) you are
using the Visual Communications Software in accordance with FWI's Opportunity Document(s),
the Documentation, and this Master Agreement; (d) any error or defect detected is reproducible
by FWI; and (e) you notify FWI of any nonconformance.
3) FWI represents and warrants that it shall use commercially reasonable efforts to
provide the Visual Communications Software and Professional Services hereunder in a
professional and workmanlike manner substantially in accordance with this Master Agreement
and the Opportunity Document(s).
4) Notwithstanding the warranty provisions set forth herein, all of FWI's obligations
with respect to such warranties shall be contingent on your use of the Visual Communications
Software in accordance with this Master Agreement and in accordance with the Documentation,
as may be amended, supplemented, or modified by FWI from time to time and made available to
you. FWI shall have no warranty obligations with respect to any failures of the Visual
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Communications Software which are the result of accident, abuse, misapplication, a change in
your IT platform or infrastructure/data systems, extreme power surge or extreme electromagnetic
field.
5) FWI's entire liability and your exclusive remedy respecting the warranties herein
shall be, at FWI's option, either (a) return of the price paid for Visual Communications Software
or (b) repair or replacement of the Visual Communications Software upon its return to FWI;
provided FWI receives written notice from you of the alleged breach.
6) THE WARRANTIES STATED HEREIN ARE THE SOLE AND THE EXCLUSIVE
WARRANTIES OFFERED BY FWI. THERE ARE NO OTHER WARRANTIES RESPECTING
THE VISUAL COMMUNICATIONS SOFTWARE AND DOCUMENTATION OR SERVICES
PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE, EVEN IF FWI HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF FWI
IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF FWI AS SET
FORTH HEREIN.
ARTICLE V— INDEMNIFICATION AND LIMITATION OF LIABILITY
A. Indemnification Obligations.
1) Each party shall indemnify each other from and against all Third Party Claims
incurred by or asserted against such indemnitee to the extent such Third Party Claims relate to,
arise out of or result from: (i) physical injury to or death of any person or damage to tangible
property caused by any willfully or intentionally wrongful, or negligent, act or omission of any
employee or agent of the indemnifying party relating to this Master Agreement.
2) FWI shall indemnify, hold harmless and defend you against any actions brought
against you to the extent that such action is based on a claim that the Visual Communications
Software, when used in accordance with this Master Agreement, infringes on any intellectual
property right of a third party. FWI shall pay all costs, settlements and damages finally awarded;
provided, that you promptly notify FWI in writing of any claim,gives FWI sole control of the defense
and settlement thereof and provides all reasonable assistance in connection therewith. If any
Visual Communications Software is finally adjudged to so infringe, or in FWI's opinion is likely to
become the subject of such a claim, FWI shall, at its option, either: (i) procure for you the right to
continue using the Visual Communications Software (ii) modify or replace the Visual
Communications Software to make it non-infringing, or (iii) refund the fee paid, less reasonable
depreciation, upon return of the Visual Communications Software. FWI will not defend and does
not indemnify you from any claim arising out of: (i) use of other than a current, unaltered release
of the Visual Communications Software unless the infringing portion is also in the then current,
unaltered release, (ii) use of the Visual Communications Software in combination with non-FWI
software, data or equipment if the infringement was caused by such use or combination, (iii) any
modification or derivation of the Visual Communications Software not specifically authorized in
writing by FWI or (iv) use of third party software. THE FOREGOING STATES THE ENTIRE
LIABILITY OF FWI AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO
INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER
PROPRIETARY RIGHT BY THE VISUAL COMMUNICATIONS SOFTWARE.
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3) Through the use of the Visual Communications Software License granted
hereunder you will display content including your own content or content procured from external
sources. You acknowledge and agree that FWI is not responsible for the legality or accuracy of
the particular content you choose to display or the availability of any external content sources.
FWI does not endorse any materials available from such external sources. You acknowledge and
agree that FWI is not liable for any loss or damage which may be incurred by you as a result of
the availability of those external sources, or as a result of any reliance placed by you on the
completeness, accuracy or existence of any content available from such third party sources. You
shall indemnify and hold harmless FWI, its officers, agents and employees from and against any
claims, demands, or causes of action whatsoever, including without limitation those arising on
account of your modification of the Visual Communications Software or otherwise caused by the
content displayed by you, your sublicenses, if any, your subsidiaries or their officers, employees,
agents or representatives.
4) You shall indemnify and hold FWI harmless from, and bear all expense of,
complying with all foreign or domestic laws, regulations or requirements pertaining to the
importation, exportation, or use of the technology provided herein. You shall not directly or
indirectly export or re-export(including by transmission) any regulated technology to any country
to which such activity is restricted by U.S. regulation or statute, without the prior written consent,
if required, of the Bureau of Export Administration of the U.S. Department of Commerce.
B. Limitation of Liability.
IN NO EVENT WILL FWI BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL FWI'S LIABILITY FOR DAMAGES HEREUNDER EXCEED
THE AMOUNTS ACTUALLY PAID BY YOU FOR VISUAL COMMUNICATIONS SOFTWARE
UNDER THIS MASTER AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE
LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF
CONSIDERATION LEVIED IN CONNECTION WITH THIS MASTER AGREEMENT, AND YOU
FURTHER ACKNOWLEDGE THAT FWI'S PRICING REFLECTS THIS ALLOCATION OF RISK
AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
ARTICLE VI - GENERAL TERMS
A. Insurance. Subject to Customer's Statement of Liability Coverage, each party agrees to
carry comprehensive general liability and property damage insurance with combined bodily injury
and property damage.
B. Marketing License. You and the End User grant to FWI a worldwide, royalty-free, non-
transferable, and non-exclusive limited license to use your Brand Features and your non-
confidential content for the sole purpose of publicizing or advertising that you are using FWI Visual
Communications Software and the FWI Visual Communications Platform (for example, by using
your marks in presentations, marketing materials, customer lists, financial reports and website
listings, or by creating marketing or advertising materials that show screenshots in which your
visual communications are featured).
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C. Term and Termination.
1) Term of Purchased Subscriptions. The term of each subscription shall be as
specified in the applicable Opportunity Document(s). Unless otherwise specified in an Opportunity
Document(s), the term applicable for recurring Software Subscriptions and Professional Services
shall be three (3) years. Subscriptions for Visual Communications Licenses and recurring
Professional Services may automatically renew for two additional one-year terms, unless either
party gives the other notice of non-renewal at least 30 days before the end of the existing
subscription term.
2) Termination. A party may terminate this Master Agreement by providing written
notice thirty(30)days prior to expiration of the existing Term as set forth above. The Termination
of this Master Agreement shall not impact the term applicable to any specific Opportunity, which
shall continue in accordance with the particular term set forth in the Opportunity Document(s).
3) Events of Default. Each of the following events shall constitute an "Event of
Default":
a. FWI shall fail to observe, perform or comply with any material term, covenant,
agreement or condition of this Agreement which is to be observed, performed or complied
with by FWI, if such failure continues uncured for thirty(30) calendar days after Customer
gives FWI written notice of the failure and the specific nature of such failure.
b. FWI shall commit any fraud, misrepresentation, breach of fiduciary duty, willful
misconduct, or intentional breach of any provision of this Master Agreement or any
Opportunity Document.
4) Termination Upon Event of Default by FWI. Failure of FWI, which has not been
remedied or waived, to perform or otherwise comply with a material condition of the Master
Agreement or any Opportunity Document shall constitute default, and Customer may terminate in
part or in whole upon written notice to FWI.
5) Payment Upon Termination. Upon a termination of this Agreement, Augusta
shall pay to FWI the part of the Compensation which would otherwise be payable to FWI with
respect to the Services which had been adequately completed as of the date of termination, less
the amount of all previous payments with respect to the Compensation.
6) Termination by FWI. FWI may terminate this Agreement upon the substantial
breach by the City of a material provision of this Agreement including failure to pay or as set forth
in this Article VI, Section C.
7) Termination for Convenience. Upon advance written notice to FWI, Customer
may, without cause and without prejudice to any other right or remedy of FWI, elect to terminate
the Professional Services procured under this Agreement. In such case, FWI shall be paid
(without duplication of any items):
a. For completed and acceptable work executed in accordance with the terms of
the agreement prior to the effective date of termination, including fair and reasonable sums
for overhead and profit on such work;
b. For expenses incurred prior to the effective date of termination in performing
services and furnishing labor, materials or equipment as required by the contract
documents in connection with uncompleted work, plus fair and reasonable sums for
overhead and profit on such expenses;
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c. For all claims, costs, losses and damages incurred in settlement of terminated
contracts with subcontractors, suppliers and others, and; for reasonable expenses directly
attributable to termination.
8) Effect of Termination. In no event will termination relieve you of your obligation
to pay any fees payable to us for the period prior to the effective date of termination.
9) Your Data Portability and Deletion. If you have chosen a hosted component,
upon request by you made within 30 days after the effective date of termination or expiration of
this Master Agreement, We will make your Data available to you for export or download as
provided in the Documentation. After that 30-day period, we will have no obligation to maintain or
provide your Data, and will thereafter delete or destroy all copies of your Data in our systems or
otherwise in our possession or control as provided in the Documentation, unless legally
prohibited.
10) Surviving Provisions. Sections II, Ill, IV, V, and VI shall survive any termination
or expiration of this Master Agreement.
11) Obligations on Termination.Within ten (10)days after termination of this Master
Agreement or the Visual Communications Subscription Software License granted hereunder, you
shall (i) cease and desist all use of the Visual Communications Software and Documentation, (ii)
delete all full or partial copies of the Visual Communications Software from your equipment,
including any archive or backup copies, (iii) delete or destroy all Documentation in your
possession or under your control, and (iv) provide a written declaration to FWI of its compliance
with this provision. If you do not comply with your obligations on termination, FWI may in its sole
discretion disable the Visual Communications Software and pursue all remedies available
hereunder or at law to obtain your compliance with this provision.
D. Notice. All notices, authorizations, and requests in connection with this Master
Agreement shall be deemed given (i) five days after being deposited in the U.S. mail, postage
prepaid, certified or registered, return receipt requested; or(ii) one day (two days if international)
after being sent by overnight courier, charges prepaid; and addressed to the notice address
indicated on the Proposal or to such other address as the party to receive the notice or request
so designates by written notice to the other. Notices sent to Augusta shall be directed to:
Augusta, Georgia Information Technology
ATTN: Tameka Allen, Director
535 Telfair Street Building 2000
Augusta, Georgia 30901
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Augusta, Georgia Law Department
ATTN: Andrew Mackenzie, General Counsel
535 Telfair Street Building 3000
Augusta, Georgia 30901
Notices sent to FWI shall be directed to:
Four Winds Interactive LLC
Attn: Legal Department
1221 Broadway
Denver, CO 80203
E. Entire Agreement. This Master Agreement, together with the Opportunity Document(s)
and any exhibits thereto contain the entire understanding and agreement between the parties
respecting the subject matter hereof.This Master Agreement may not be supplemented, modified,
amended, released or discharged, and no additional or prior terms shall apply, except by an
instrument in writing signed by each party's duly authorized representative. For the avoidance of
doubt, if there is any inconsistency (i) between the Opportunity Document(s) and this Master
Agreement, the terms of the Opportunity Document(s) shall prevail; and (ii) between the terms of
your Purchase Order and this Master Agreement (including the Opportunity Document(s)), the
terms of this Master Agreement shall prevail. Any waiver by either party of any default or breach
hereunder shall not constitute a waiver of any provision of this Master Agreement or of any
subsequent default or breach of the same or a different kind.
F. Independent Contractor Status. Each party and its people are independent contractors
in relation to the other party with respect to all matters arising under this Master Agreement.
Nothing herein shall be deemed to establish a partnership, joint venture, association or
employment relationship between the parties.
G. Assignment. Neither this Master Agreement nor any rights or obligations hereunder may
be transferred or assigned without the other party's prior written consent, which shall not be
unreasonably withheld, and any attempt to the contrary shall be void. Notwithstanding the
foregoing, FWI may assign this Master Agreement and any applicable Opportunity Document(s)
and/or any rights and/or obligations hereunder to: (i) any successor by merger, acquisition,
consolidation or other corporate restructuring; (ii) any parent or majority owned subsidiary; or(iii)
any entity which acquires all or substantially all of FWI's assets.
H. Choice of Law and Exclusive Jurisdiction.The laws of the State of Georgia shall govern
the agreement between Augusta, GA and FWI with regard to its interpretation and performance,
and any other claims related to this agreement. All claims, disputes and other matters in question
between Augusta, GA and FWI arising out of or relating to the Agreement, or the breach thereof,
shall be decided in the Superior Court of Richmond County, Georgia. FWI, by executing this
Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any
right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia.
I. Counterparts and Electronic Signatures. Delivery of an executed counterpart of this
Master Agreement or any Opportunity Document(s) by facsimile or email shall not be considered
effective as delivery of a manually executed counterpart of this Master Agreement. The
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acceptance of this Master Agreement, Opportunity Document(s) or any exhibit thereto must be
accomplished via a hard-copy document.
J. Captions. All captions and headings in this Master Agreement are for purposes of
convenience only and shall not affect the construction or interpretation of any of its provisions.
K. Severability. If any provision of this Master Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain
in full force and effect.
L. RFP Compliance. This agreement will operate in accordance with the terms of Augusta,
Georgia's RFP #17-130A and any item herein outside of such must be completed as in
agreement. In case of conflict between RFP#17-130A and this agreement, this agreement shall
supersede all previous or contemporaneous negotiations, commitments and writings with respect
to matters set forth herein. It may only be modified in writing and must be signed by authorized
representatives of both parties.
M. Temporary suspension or delay of performance of agreement. To the extent that it
does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary
stopping of the work, or delaying of the work to be performed by FWI under this agreement.
Projects delayed for ninety (90) days or more may require re-engagement to include rescoping;
all projects removed from a hold may be subject to new schedules, timeframes and FWI resource
assignments.
N. Defective pricing. To the extent that the pricing provided by FWI is erroneous and
defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties.
O. Liquidated Damages. Due to the special nature of this licensing agreement and the other
remedies provided in this agreement, the parties agree that liquidated damages are not
applicable.
P. Specified excuses for delay or non-performance. FWI is not responsible for delay in
performance caused by acts of nature, strikes, lockouts, accidents, or other events beyond the
control of FWI. In any such event, the agreement price and schedule shall be equitably adjusted.
Q. Hold harmless. Except as otherwise provided in this agreement, FWI shall indemnify
and hold harmless Augusta, Georgia, and its employees and agents from and against all liabilities,
claims, suits, demands, damages, losses, and expenses, including attorneys' fees, asserted
against Augusta, Georgia by third parties caused by any willfully or intentionally wrongful, or
negligent, act or omission of FWI.
R. Prohibition against contingent fees. FWI is prohibited from directly or indirectly
advocating in exchange for compensation that is contingent in any way upon the approval of this
contract or the passage, modification,or defeat of any legislative action on the part of the Augusta,
Georgia Commission. FWI shall not hire anyone to actively advocate in exchange for
compensation that is contingent in any way upon the passage, modification, or defeat of any
contract or any legislation that is to go before the Augusta, Georgia Commission.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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S. Acknowledgement regarding contractual obligations of Augusta, Georgia. FWI
acknowledges that this contract and any changes to it by amendment, modification, change order
or other similar document may have required or may require the legislative authorization of the
Board of Commissioners. Under Georgia law, FWI is deemed to possess knowledge concerning
Augusta, Georgia's ability to assume contractual obligations and the consequences of FWIs'
provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment,
modification, change order or other similar document, including the possibility that FWI may be
precluded from recovering payment for such unauthorized goods or services. Accordingly, FWI
agrees that if it provides goods or services to Augusta, Georgia under a contract that has not
received proper legislative authorization or if FWI provides goods or services to Augusta, Georgia
in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's
Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or
services provided by FWI. FWI assumes all risk of non-payment for the provision of any
unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to
other remedies for the provision of any unauthorized goods or services to Augusta, Georgia,
however characterized, including, without limitation, all remedies at law or equity." This
acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and
services, except revenue producing contracts.
T. Georgia E-Verify Requirements. All contractors and subcontractors entering into
contracts with Augusta, Georgia for the physical performance of services shall be required to
execute an Affidavit verifying its compliance with OCGA § 13-10-91, stating affirmatively that the
individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and
is participating in a federal work authorization program. FWI agrees to provide their E-Verify
number and to be in compliance with the electronic verification of work authorized programs
operated by the United States Department of Homeland Security or any equivalent federal work
authorization program operated by the United States Department of Homeland Security to verify
information of newly hired employees, pursuant to the Immigration Reform and Control Act of
1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines
established in OCGA § 13-10-91 and shall continue to use the federal authorization program
throughout the contract term. Additionally, FWI agrees that, should it employ or contract with any
subcontractor(s) in connection with the physical performance of services pursuant to its contract
with Augusta, Georgia FWI will secure from such subcontractor(s) each subcontractor's E-Verify
number as evidence of verification of compliance with OCGA § 13-10-91 on the subcontractor
affidavit provided in Rule 300-10-01-.08 or a substantially similar form. FWI agrees to maintain
records of such compliance and provide a copy of each such verification to Augusta, Georgia at
the time the subcontractor(s) is retained to perform such physical services.
U. Georgia Prompt Pay Act not applicable. The terms of this agreement supersede any
and all provisions of the Georgia Prompt Pay Act.
V. Right to Modify Proposal Based on Mutual Agreement of the Parties. Provided that
Augusta, Georgia and FWI mutually agree to a modification in the requirements of a proposal
based on developments or changes that are observed or discovered in the course of the project,
modifications can be made if there is no change in cost that shall exceed the amount approved
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 12
by the Augusta Commission. Notwithstanding this provision, conditions that would modify the
Master Agreement shall require additional consideration by the Augusta Commission.
W. VPN Agreement. FWI will sign a Vendor Access Agreement with Customer, verifying that
FWI will respect the integrity of Customer's network and security protocols. Access to Customer's
network through the firewall will only be granted after said agreement has been signed. The
Vendor Access Agreement is attached as Exhibit "B"
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Agreement as of the Effective Date.
AUGUSTA, GEORGIA FOUR WINDS INTERACTIVE LLC
a political subdivision of the State of Georgia
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FWI MSA:Domestic Sale Direct to End User-Subscription 2017-06-21
Page 13
EXHIBIT A— DEFINITIONS
1) "Annual Recurring Fee" shall mean any fee identified in the Opportunity
Document(s)that is to occur on a subscription or recurring basis, be it for Visual Communications
Software or Professional Services.
2) "Authorized Users" shall mean all direct employees, contractors or agents of
Customer, Distributor or Contractor, as applicable, who are authorized by Customer to use the
Visual Communications Software subject to the terms and conditions of this Master Agreement.
3) "Contractor", "you"or"your"shall mean the legal entity designated by FWI and End
User to act as an intermediary for purposes of buying Visual Communications Software,
Maintenance and/or Professional Services, in accordance with the Master Agreement and the
Opportunity Document(s).
4) "Content Subscription Service"shall mean web based content as may be provided
by FWI to Customer, Distributor or Contractor, as applicable, on a subscription basis.
5) "Covered Software" shall mean the Visual Communications Software eligible to
receive Maintenance Service.
6) "Customer", "you" or "your" shall mean the legal entity entering into the Contract
for the purchase of Visual Communications Software, Professional Services and/or Hardware,
including any of its officers, directors, employees, authorized agents, contractors, affiliates,
divisions, successors and assigns.
7) "Designated Equipment" shall mean the personal computers and or other
electronic devices supplied and owned by Customer or End User, as applicable, connected to the
screens for which the Visual Communications Software is licensed for use.
8) "Distributor", "you" or "your" shall mean the legal entity which has entered into a
Distributor Agreement with FWI and is authorized by FWI to resell and support the Visual
Communications Software.
9) "Distributor Agreement" shall mean the legally binding contract entered into
between FWI and an authorized Distributor setting forth the terms and conditions pursuant to
which the Distributor is afforded the limited right to resell FWI Visual Communications Software.
10) "Documentation" shall mean all manuals, user documentation, and other related
materials pertaining to the implementation, use and support of the Visual Communications
Software as supplied by FWI, including any Professional Services and training related thereto.
Documentation shall include the descriptions of Visual Communication Software License types
and associated pricing set out or incorporated by reference into the Quote.
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11) "End User" shall mean a party authorized to use the Visual Communications
Software pursuant to an agreement with an Authorized Distributor or Contractor of FWI and who
has also accepted the terms of this Master Agreement as an End User. An End User is expressly
prohibited from re-selling, distributing and/or sublicensing the Visual Communications Software.
12) "Hardware" shall mean the equipment purchased by Customer, Distributor or
Contractor, as applicable, either directly from FWI or through a third party for use with the Visual
Communications Software.
13) "Hosting Services" shall mean a set of subscription-based, hosted services
residing on FWI servers to include any of the following: (i) FWI web server (ii) SQL server
database (iii) FWI Content Manager Express application software (iv) content storage capacity
(v) FWI Content Store web application, (vi) hosted deployment manifests and deployed assets,
and (vii) hosted Integration Framework adapters.
14) "License Key" shall mean the mechanism by which FWI's Visual Communications
Software is provided to you in accordance with the terms of the license granted.
15) "Maintenance Service" shall mean call-in customer and technical support for
diagnostic and error correction of the Visual Communications Software including available
patches or solutions as well as Visual Communications Software updates, bug fixes and
enhancement of the Visual Communications Software.
16) "Maintenance Service Fee" shall mean the agreed upon and accepted amount to
be paid by Customer, Distributor or Contractor, as applicable, for Maintenance Service as set
forth in the Opportunity Document(s).
17) "Managed Services" shall mean an FWI dedicated program manager to provide
specialized support services including requests to add, schedule or deploy content at Customer's
request.
18) "New Software Releases"shall mean new releases of new Visual Communications
Software that may include different or enhanced functionality as may be provided by FWI.
19) "Opportunity Document(s)" shall mean the FWI Proposal or Quote, and any
Statements of Work, or such other document as may be entered into between the parties
containing terms pursuant to which Visual Communications Software, Professional Services
and/or Hardware are provided which supplement the Master Agreement.
20) "Professional Services" shall mean billable professional and technical services to
assist with installation, testing, data conversion, on-site support, multi-vendor coordination,
multimedia design, sign architecture, project management or other related services.
21) "Professional Services Fees" shall mean the agreed upon and accepted amount
to be paid by Customer, Distributor or Contractor, as applicable, for Professional Services as set
forth in the Opportunity Document(s)and/or any agreed upon Statement of Work.
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22) "Proposal" or "Quote" is a component of the Opportunity Document(s) issued by
FWI and accepted by Customer, Distributor or Contractor, as applicable, setting forth the type,
quantities and prices for the designated Visual Communications Software, Hardware,
Maintenance, Professional or other Services.
23) "Public Entity" shall mean a governmental entity created pursuant to (i) the US
constitution; (ii)the constitution of any state within the US; or(iii)federal or state law or statute.
24) "Purchase Order" shall mean the document issued by Customer, Distributor or
Contractor, as applicable, in a form acceptable to FWI indicating type, quantities and prices for
the designated Visual Communications Software, Hardware, Maintenance, Professional or other
Services.
25) "Recurring Fees" shall mean the monthly, quarterly or annual amounts payable
pursuant to the Opportunity Document(s) on a recurring basis.
26) "Site"shall mean the specific properties or locations owned, operated or managed
by Customer, Distributor or Contractor, as applicable, for which it has paid FWI a License Fee.
27) "Statement of Work"or"SOW"is a component of the Opportunity Document(s)and
shall mean the documents prepared by FWI describing the scope of the Professional Services to
be performed and the responsibilities of the parties with regard to the Professional Services
engagement.
28) "Subscription Services" shall mean any Service provided by FWI hereunder on an
annual or monthly subscription basis pursuant to this Master Agreement or an applicable
Opportunity Document(s), including but not limited to Software Subscriptions, Content
Subscriptions (FWI Content Store, etc.), Third Party Subscriptions, Database Hosting Services
and the like.
29) "Term" shall mean the period of time for which a legally binding contractual
commitment remains in place as set forth in the Opportunity Document(s) and this Master
Agreement.
30) "Third Party Subscriptions" shall mean content procured by FWI for and at the
request of Customer, Distributor or Contractor, as applicable, for an additional fee and according
to the terms of a License Agreement for such content as may be required by such third party.
31) "Visual Communications Software" and "Visual Communications Software
Products" shall mean the FWI computer programs and products identified in the Opportunity
Document(s)and licensed to Customer, Contractor or End User, as applicable, hereunder, which
may include but not be limited to the iDS Software Platform and/or the Enterprise Visual
Communications Platform, Content Manager, Content Player and associated Software Products.
32) "Visual Communications Software Perpetual License Fee" shall mean the agreed
upon and accepted amount to be paid by you for the Visual Communications Software as set forth
in the Opportunity Document(s)for a limited perpetual license.
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33) "Visual Communications Software Subscription License Fee" shall mean the
agreed upon and accepted amount to be paid by you for the Visual Communications Software as
set forth in the Opportunity Document(s) for a Limited License pursuant to the Software
Subscription Service.
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SUBSCRIPTION SOFTWARE ADDENDUM
This Software Addendum sets forth the terms and conditions which will govern the Visual
Communications Software License granted to you. If you are licensing FWI Visual
Communications Software as an authorized Contractor or Distributor and are therefore reselling
the Visual Communications Software to an End User, then the terms of this license grant shall
apply equally to you and to the End User. In this respect, the term "you" as utilized below, shall
be deemed to include both you and your End User.
A. Licensing Terms.
1) Subscription License to Visual Communications Software. Upon payment of
the Visual Communications Software Subscription License Fee, FWI hereby grants to you, and
your Authorized Users, a nonexclusive, limited, non-transferable, Software Subscription License
as identified on the Opportunity Document(s)to be utilized at the Site on a per machine and where
applicable per screen basis in object code form (a"Limited License"). Subscriptions may be added
during a Subscription Term as set forth in the Opportunity Document(s). If you add Software
Subscription Licenses, they will be billed separately from the licenses previously purchased,
unless you notify us that you prefer a consolidated billing cycle.
2) Permissible Use and Usage Limits. FWI offers different types of Visual
Communications Software Licenses to satisfy various use cases. The specific uses afforded for
each type of Visual Communications Software License are set out in the Opportunity Document(s)
and in the Documentation. Nothing within this Visual Communications Software License affords
you the right to broadcast content to unlimited endpoints unless such right is expressly afforded
in the individual License purchased, which shall depend upon the use case at issue.
You agree to utilize each Visual Communications Software License in accordance with its
stated terms. You also agree to permit FWI to audit at its sole discretion your use of the Visual
Communications Software Licenses purchased to ensure such Visual Communications Software
Licenses are being utilized in accordance with their stated terms as set forth in this Agreement,
the Opportunity Document(s)and the Documentation. You shall be responsible for any additional
fees attributed to a failure to comply with permissible usage.
You agree to utilize the Visual Communications Software exclusively for the purpose
identified in the Opportunity Documents and Documentation and for no other purpose.
Specifically, you agree that you shall not utilize the Visual Communications Software to compete
with FWI as it relates to other Visual Communications Software. You acknowledge that you have
no right to sublicense, distribute, or re-sell the Visual Communications Software, unless such right
has been expressly afforded to you as an authorized Contractor or Distributor of FWI.
3) Transfer of Licenses. A Visual Communications Software License is generally
non-transferable. However, a License may be transferred by you to alternate equipment at the
Site without payment of a transfer or replacement fee if, upon request by FWI, you agree to (i)
identify the equipment at the Site to which the Visual Communications Software License shall
transfer; and (ii) certify to FWI that the Visual Communications Software License transferred or
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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replaced has been uninstalled and/or removed from such equipment and is no longer in use by
you.
4) Source Code. You agree the source code for the Visual Communications
Software is not licensed hereunder.
5) Unauthorized Copies. You shall not make copies of the Visual Communications
Software in whole or in part, except exclusively with the permission of FWI. You agree to maintain
appropriate records of the number and location of all copies of the Visual Communications
Software and make such records available to FWI upon request. Copies permitted must be
reproduced with all copyright and other proprietary notices in the same manner as originally
included.
B. Ownership of Intellectual Property Rights and Limitations on Visual
Communications Software License Granted.
You acknowledge that all copies of the Visual Communications Software in any form provided by
FWI or made by you, as permitted herein, are the sole property of FWI. You shall have no right,
title, or interest to any such Visual Communications Software or copies thereof except as provided
in this Master Agreement, and further shall secure and protect all Visual Communications
Software and Documentation consistent with maintenance of FWI's proprietary rights therein.
1) Reverse Engineering. You shall not reverse engineer, decompile, disassemble
or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or
other information from the binary code portions of the Visual Communications Software
(collectively, "Reverse Engineering") or permit or induce the foregoing. If however, directly
applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering
solely for purposes of obtaining such information as is necessary to achieve interoperability of
independently created software with the Visual Communications Software, or as otherwise and
to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is
strictly necessary to obtain such information; and (b) you have first requested such information
from FWI and FWI failed to make such information available (for a fee or otherwise) under
reasonable terms and conditions. Any information supplied to or obtained by you under this
section is confidential information of FWI subject to the Confidentiality Provisions of this Master
Agreement, may only be used by Licensee for the purpose described in this section, and will not
be disclosed to any third party or used to create any software which is substantially similar to the
expression of the FWI Software Products or platform.
2) Distribution. Distribution, publication or public display of the Visual
Communications Software by you is prohibited except as expressly permitted by this Master
Agreement and applicable Opportunity Document(s).
3) Derivative Works. Except as permitted by the Opportunity Document(s), you shall
not make derivative works, nor install or otherwise use copies or any portion of the Visual
Communications Software beyond the number of Visual Communications Software Licenses for
which you have paid FWI a Visual Communications Software License Fee. If such derivative
works were ever to be created, you acknowledge that they are the exclusive property of FWI.
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4) Proprietary Notices.You agree to respect and not to remove, obliterate, or cancel
from view any copyright, trademark, confidentiality or other proprietary notice, mark, branding or
legend appearing on any of the Visual Communications Software or output generated by the
Visual Communications Software, and to reproduce and include same on each copy of the Visual
Communications Software.
C. Visual Communications Software Delivery and Issuance of License Key.
1) FWI shall deliver the Visual Communications Software electronically, by"load and
leave" or by another method that delivers the Visual Communications Software without providing
you the Visual Communications Software on a compact disk (CD), digital video disk (DVD), flash
drive or similar device. A License Key shall be issued corresponding to the License(s)purchased.
2) The Documentation which describes the Visual Communications Software, the
types of licenses purchased, its features, functionality, approved utilization and usage terms shall
be delivered via an email link. You may make additional copies of the Documentation for archive
and training purposes. You agree to install and utilize the Visual Communications Software
consistent with this Master Agreement, the Opportunity Document(s) and Documentation.
D. Modifications and Updates to Visual Communications Software.
1) Updates and Error Corrections. FWI reserves the right to periodically perform
error corrections, bug fixes, patches or other updates to the Visual Communications Software
which shall be provided to you in accordance with the Software Maintenance Services set forth in
Section E below. All error corrections, bug fixes, patches, updates or other modifications shall
automatically be considered part of the licensed Visual Communications Software, subject to the
provisions of this Master Agreement, and shall be the sole property of FWI.
2) New Releases. New Software Releases are included, provided you are current
with your Software Subscription License Fee at the time of the New Software Release.
E. Visual Communications Software Maintenance Services and Options.
1) Hosted and On Premises Models. FWI offers both a database and infrastructure
hosting service as well as an option to install this database and infrastructure on your premises.
The specific terms governing the installation method chosen by you shall be set forth in the
applicable Opportunity Document(s). If a hosted model is chosen, your data may be stored and
accessed via a shared server or a dedicated server according to your data security needs and as
described in the Opportunity Document(s).
2) Maintenance. Software Maintenance Service shall be provided by FWI to you as
part of your Software Subscription Fee. Software Maintenance Service shall be provided remotely
in the English language, unless specified otherwise. If applicable, you may be required to provide
access to your network and/or systems as may be necessary for the provision of the Software
Maintenance Service by FWI. Software Maintenance Service does not include diagnosis or repair
of any Hardware operated by you.
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3) Standard Maintenance Services. FWI's standard Software Maintenance Service
includes the following:
a. Visual Communications Software Upgrades. FWI shall support any
updates to the Visual Communications Software which may include but are not limited to
enhancements or bug fixes for your existing version of software during the Software
Subscription Term.
b. Website Service. FWI shall provide you with access to FWI's web site
which contain reference materials and provide you the opportunity to electronically access,
install and download Software Upgrades as they are made available. You agree to install
Software Upgrades according to FWI release notes within a reasonable time, but no later
than the support expiration date for the prior Software Upgrade. A Software Upgrade will
generally be supported for six(6) months after issuance of the next replacement Software
Upgrade. FWI reserves the right to discontinue a Covered Software Product, and will notify
you about the remaining service period by publication on FWI's website. You shall observe
all security requirements and shall not allow others to share your website account.
c. Call-In Maintenance Service for Visual Communications Software.
You shall have access to FWI's technical support 24 hours per day, 7 days per week for
the purpose of (i) placing service requests; (ii) clarifying functions and features of the
Visual Communications Software; (iii) assisting in diagnosis of a problem or error which
may include providing an available patch or solution, replicating and analyzing the issue
on a test system, devising a case resolution path, or resolving the reported error through
a workaround or product engineering. The efficacy of Maintenance Service may turn upon
the degree of access afforded FWI by you to your internal data systems.
4) Beta Testing.Any beta or pre-release software offered by FWI shall not be eligible
for the Software Maintenance Service.
F. FWI StoreTM, FWI DriveTM, FWI MobileTM, and Third Party Subscription Offerings.
Supplementing FWI's core software product offerings are various visual communications products
and functionality, including the following:
1) FWI StoreTM. The FWI StoreTM houses all of our applications, the building blocks
to creating your visual communications network. Apps come pre-built but are configurable to your
brand, audience and communication need, increasing engagement and relevancy. A subscription
to FWI Store includes access to backgrounds, templates, plug-ins, applications, and other items
for use when building static and dynamic signs as well as customizing interactive signs. The
content made available to you through FWI Store TM is to be used exclusively with FWI Visual
Communications Software and for no other purpose.
2) FWI DriveTM. FWI DriveTM is our cloud content storage and distribution product
that allows users to upload content of their choosing to a cloud-based repository from Content
Manager Desktop or Content Manager Web. It provides easy storage, accessible by all Content
Player platforms with the ability to download content from FWI Drive. In addition, it benefits multi-
user environments since it eliminates the need to set-up your own cloud content storage. FWI
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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Drive supports various content management capabilities, such as the ability to upload, download,
replace, duplicate, and delete content. At the base level, users receive 25GB of storage with the
option to purchase more.
3) FWI MobileTM. The FWI MobileTM solution bridges the gap between public and
personal displays, delivering messaging to any mobile device. FWI MobileTM offers you the
flexibility to design and implement custom, native applications, or leverage HTML5 to easily utilize
existing data and present it in a web-based app interface. Both solutions enable you to leverage
the strength of data integrations, through Integration Framework, to render and present real-time
information. With respect to any mobile application, the parties understand and agree that
publication of a mobile application to the Google or Apple Stores (or possibly an alternative
platform) are subject to certain review and certification procedures. In order to be compliant with
these terms of publication, you agree that you will not provide, unlock or enable additional features
or functionality of the mobile application without FWI's prior written consent and re-publication if
required. Even if no changes are made to the application itself, Google, Apple or an alternative
platform, may make a change that requires the re-submission of the mobile application to the
respective app store for administrative or technical reasons (a "Re-Submission Request"). The
parties therefore agree to notify each other before re-submitting the mobile application to the
applicable Store in compliance with such Re-Submission Requests and to comply with the terms
and conditions of the respective stores.
4) Third Party Subscriptions. FWI offers the opportunity to purchase a variety of
third party content and management services. If you subscribe through FWI to a third party
Subscription Service, FWI grants to you, and your Authorized Users, a nonexclusive license
according to the terms of such Third Party, and you hereby agree to pay the subscription fees
and abide by the specific licensing terms of that Third Party as set forth in the applicable
Opportunity Document(s), and/or Click through licensing terms.
Other than the content made available to you through FWI Store, it is understood that you bear
direct responsibility for the particular content you choose to display or otherwise utilize in your
visual communications network. While FWI may configure and design the manner in which
content may be displayed, the particular content accessed and chosen, and the manner in which
it is displayed, stored and accessed is the sole responsibility of you, for which FWI takes no
responsibility and makes no representations as to accuracy, legality or accessibility. FWI further
disclaims any responsibility to maintain or store any usage statistics for the benefit of Customer
for any particular period of time.
G. Trial Use of our Visual Communications Software. If you register on our website for a
free trial, or otherwise request or receive a free trial, we will make one or more Visual
Communications Software Licenses available to you on a trial basis free of charge through
issuance of temporary license keys until the earlier of(i)the end of the free trial period for which
you registered to use the Visual Communications Software Licenses, or(ii) the start date of any
Visual Communications Software Licenses ordered by you. Additional trial terms and conditions
may appear on the trial registration web page. Any such additional terms and conditions are
incorporated into this Master Agreement by reference and are legally binding.
Any data you display and any customizations made utilizing the trial Visual Communications
Software License during your free trial may be permanently lost unless you purchase a
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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comparable Visual Communications Software License as those provided during the trial before
the end of the trial period. You may not be able to transfer customizations made during the free
trial to a license that would be a downgrade from the license provided by the trial.
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PROFESSIONAL SERVICES ADDENDUM
FWI offers Professional Services to help you (1) Plan your visual communications strategy by
consulting with you about optimal hardware, content, and infrastructure; (ii) Implement your visual
communications platform through customized Statements of Work, training, and sign building;
and (iii) Manage your visual communications network to assist you in maximizing your visual
communications platform to its fullest potential. If you are receiving FWI Professional Services
through an authorized Contractor or Distributor, then the terms of this Professional Services
Addendum shall apply equally to you and to your End User. In this respect, the term "you" as
utilized below, shall be deemed to include both you and your End User.
A. Overview of FWI Professional Services
The Professional Services offered by FWI are designed to support you in each phase of the
solution, from consulting on visual communications strategy at the outset, to implementation, and
finally to on-going support and management of your entire visual communications platform. While
you may choose to manage your own visual communications network, FWI offers you the ability
to out-source this responsibility through various managed services offerings, including:
Remote Monitoring & Management (RMM)
FWI's RMM agent is installed on Windows players to maintain optimum performance by
monitoring attributes, anticipating failures, and interpreting key components of the visual
communications system. When an issue or event is detected, the RMM service attempts
resolution and in defined cases, issues an alert to the FWI Premium Support team.
Content Concierge TM
The Content Concierge"" allows you to engage the FWI Managed ServicesTM team to execute
strategic changes to your content, templates, and applications as you need them. Benefits of the
Content Concierge TM include:
• Applicable and timely refresh of your advertising, promotions and other high-impact
communications.
• Consistent branding and logo incorporation to maintain organizational identity
conventions.
• Skilled configuration of FWI Store TM applications for greatest impact.
• Lower demands on internal resources, including training, content creation, and
deployment time.
Visual Communications ManagementTM (VCM)
FWI offers a consulting service to assist you in developing your visual communications strategy.
VCM ensures that your network is being effectively leveraged to reach your goals. A Visual
Communications Manager is dedicated to you and will work directly with you, developing content
strategy, deploying content, providing personalized product updates, and developing advanced
training and proactive system management, all in an effort to optimize your entire network.
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B. The Terms and Conditions Which Govern FWI Professional Services.
Each of our Professional Service engagements is individualized to address your particular needs
and goals. Any successful implementation requires a collaborative effort between you and FWI
to ensure that roles are clearly defined and that necessary tasks are identified and completed.
FWI outlines these issues and proposed time lines in our customized Statements of Work. Listed
below are those standard terms that generally apply to all of our Professional Services
engagements.
1) Third Party Engagements: If you choose to identify and purchase your own
Hardware, or implement the Visual Communications Software either yourself or through a third
party other than FWI or one of its authorized subcontractors, FWI takes no responsibility for the
appropriateness, quality or efficacy of the hardware purchased or professional services provided.
2) Responsibility for Content Chosen: Through the use of FWI's Visual
Communications Software, you have the ability to display content of your choice, including content
which you own, as well as content which you may have procured from external sources. You
acknowledge and agree that FWI is not responsible for the legality or accuracy of the content you
choose to display. While certain third party content sources may be purchased through FWI, the
parties agree that FWI is not responsible and does not warrant the continued availability of any
such third party content sources. Nor does FWI endorse any materials available from such third
party sources. You acknowledge and agree that FWI is not liable for any loss or damage which
may be incurred by you as a result of the availability of those third party content sources, or as a
result of any reliance placed by you on the completeness, accuracy or existence of third party
content sources.
3) Out of Scope Items.The following is a list of those items that are generally outside
of the scope of our Professional Services engagements, unless expressly stated otherwise in the
applicable Statement of Work:
a. Any software features/functionality not based on FWI current software
versions available at the time of implementation kickoff.
b. Data migration or data entry.
c. Any features demoed during the sales process but not specifically called
out during scoping or captured in the Statement of Work.
d. Decryption or redistribution of live video or data streams.
e. Creation of any original content such as logos.
f. Converting content into file formats compatible with Content
Manager/Content Player.
g. Network configurations.
h. Modifications required to the Project Plan which are caused by aspects of
the Customer's environment not previously disclosed or otherwise unknown.
i. Works Made for Hire, as that term is defined is defined in the United States
Copyright Act, 17 U.S.C.A § 101.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 25
4) Project Assumptions. Below is a list of standard Project Assumptions governing
our Professional Services Engagements, unless specifically stated otherwise in the applicable
Statement of Work:
a. If not purchased separately, you agree to be responsible for completing the
software configuration of all PCs and meeting FWI configuration guidelines prior to
implementation.
b. Professional Services hours estimated under a Statement of Work include
efforts to troubleshoot any defects in your systems, but are limited to only the hardware
and software provided by FWI. You acknowledge that any failures that are directly
attributable to hardware provided by you or other factors in Company's environment, such
as network, physical infrastructure, etc., may result in additional Professional Services
charges.
c. If, during the implementation, new customer stakeholders and/or project
resources are introduced, or existing customer team members are not available for
required approvals and reviews, additional Professional Services hours and/or expanded
implementation timeframes may be required.
d. If you require the project to be put on hold for any reason, you will be
responsible for all Professional Services hours utilized before notification is received. All
projects that are removed from hold will be subject to new schedules, timeframes, and
resource assignments. Additionally, after ninety (90) days, projects may require re-
engagement to include re-scoping.
e. Remote access for Content Manager is required to be confirmed a
minimum of two (2)weeks in advance of scheduled training.
f. A cancellation penalty equal to 100% of estimated hours will apply to any
training time not rescheduled at least 24 hours in advance for remote training or at least
seven (7) days in advance for onsite training.
5) Customer Responsibilities. All Professional Services engagements require
collaboration between you and FWI. The following tasks are Customer Responsibilities relative
to any FWI implementation, unless expressly stated otherwise in the applicable Statement of
Work:
a. You are responsible for dedicating one named Project Manager to be
responsible for the implementation, provide the required approvals, and work directly with
the FWI implementation team.
b. You will provide all content, approvals, and project reviews according to the
agreed upon Project Plan in the Statement of Work.
c. You are responsible for identifying the particular font or typeface to be
utilized on your digital signage. FWI shall not be responsible for any claims arising from
the use of fonts or typefaces designated by you for use.
d. You are responsible for network configurations which, depending on your
desired configuration, may include adding Player PCs or Servers to the Customer's
domain.
e. You agree to provide a secure storage location for all equipment shipped
to your location.
f. You agree to provide adequate ventilation for all hardware used in visual
communication network.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 26
g. If you wish to use your own MS Office Site License, you will provide
registration number to FWI's Professional Services group before final hardware is shipped.
h. You agree to provide availability of at least one individual who has
administrative privileges on the network for the full duration of the installation.
i. You agree to provide PC or Server for Content Manager and Content for
signage network.
j. You ensure that all customer-provided hardware meets FWI hardware
requirements.
k. You acknowledge that Audio will be supported if speakers are provided by
you and if your chosen content has audio elements.
I. You agree to take the necessary steps to ensure that your existing network
infrastructure is in place and will support the visual communication network deployment.
C. Changes To the Scope of the Professional Services Engaged.
In any implementation, it may become necessary to change the scope of the Professional
Services engaged. The changes can occur for any one of the following reasons:
1) Discretionary changes to the project schedule.
2) Discretionary changes in the scope of the project.
3) Requested changes to the work hours of FWI or you.
4) Non-availability of products, resources, or services which are beyond either FWI's
or yours.
5) Environmental or architectural changes or impediments in the Customer's
environment not previously identified in Project Plan or identified in the Statement of Work.
6) Lack of access to personnel or facilities necessary to obtain required approval,
access or authority to complete the project.
In the event that it becomes necessary to change the Statement of Work, a Project Change
Request(PCR)will be the vehicle for communicating and agreeing upon a change. The PCR shall
describe the change, reasons for the change, and the effect the change will have on the project,
which may include scheduling changes, pricing, etc. A PCR may be initiated by either FWI or the
customer based on the situation.
The designated Project Manager of the requesting party will review the proposed change and
determine whether to submit the request to the other party.
Both Project Managers will review the proposed change and approve or reject it. If further
investigation on the part of FWI is requested in order to determine the scope of the change, any
charges for that investigation will be outlined. Both Project Managers will sign the PCR, indicating
the acceptance of both parties to the changes, which may affect pricing, schedules, and
contractual commitments. Upon acceptance of the change request by both Project Managers, the
SOW and costs will be modified appropriately, and the changes will be incorporated into the
project.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 27
HARDWARE ADDENDUM
This Addendum sets forth the terms and conditions which will govern your purchase of Hardware
from FWI. If you are purchasing Hardware from FWI as an authorized Contractor or Distributor,
the terms set forth below apply equally to you and to the End User.
These terms and conditions supplement the specific billing terms and conditions for Hardware
purchase set out in the applicable Opportunity Document(s). Any additional or different terms in
any form delivered by you shall not be honored and shall be null and void unless specifically
negotiated and signed by an authorized agent of FWI. You accept and agree to comply with these
terms and conditions by making a purchase or placing an order for Hardware with FWI. While
these terms and conditions are subject to change, the terms and conditions in place at the time
you place an order for Hardware will govern the Hardware in question.
With regard to the Hardware purchased, you consent to receive electronic records, which may be
provided via web browser or e-mail application connected to the Internet; individual consumers
may withdraw consent to receiving electronic records or have the record provided in non-
electronic form by contacting FWI. Electronic signatures (or copies of signatures sent via
electronic means) are the legal equivalent of written and signed documents and you agree such
electronic signatures shall have the same force and effect.
A. Purchase Order Terms. While you may issue a purchase order for administrative
purposes, additional or different terms and conditions contained in any such purchase order will
be null and void. You agree that the terms and conditions of Hardware Sales contained in this
Agreement and the Opportunity Document(s) will control. No course of prior dealings between
the parties and no usage of trade will be relevant to determine the meaning of these terms and
conditions of Hardware sales. This Agreement supersedes all prior communications (whether
verbal, written or electronic) between the parties related to the Hardware sold.
B. Title; Risk of Loss. Title to Hardware and risk of loss or damage during shipment pass
from FWI to Customer upon shipment from FWI's facility (F.O.B. Origin, freight prepaid and
added)or drop shipment from FWI's supplier. FWI retains a security interest in the Hardware until
payment in full is received. If Customer receives damaged product, a claim should be filed with
the carrier, according to the carrier's policies and procedures.
C. Shipping Costs. You are responsible for the shipping charges incurred for the delivery of
your Hardware. Estimated shipping charges for Hardware purchased by you will be identified on
the applicable Opportunity Documents. These are estimates only. After the Hardware has
shipped, we will invoice you for all shipping charges actually incurred, which will be due in
accordance with the payment terms set forth on the Opportunity Documents and this Agreement.
D. Export Hardware Sales. If this transaction involves an export of items (including, but not
limited to commodities, software or technology), subject to the Export Administration Regulations,
such items were exported from the United States by FWI in accordance with the Export
Administration regulations. You agree that you will not divert, use, export or re-export such items
contrary to United States law. You expressly acknowledge and agree that you will not export, re-
export, or provide such items to any entity or person within any country that is subject to United
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 28
States economic sanctions imposing comprehensive embargoes without obtaining prior
authorization from the United States Government. The list of such countries subject to United
States economic sanctions or embargoes may change from time to time, but currently includes
Cuba, Iran, Sudan, and Syria. You also expressly acknowledge and agree that you will not export,
re-export, or provide such items to entities and persons that are ineligible under United States law
to receive such items, including but not limited to, any person or entity on the United States
Treasury Department's list of Specially Designated Nationals or on the United States Commerce
Department's Denied Persons List, Entity List, or Unverified List. In addition, manufacturers'
warranties for exported products may vary or may be null and void for products outside the United
States.
E. Warranties. You understand that FWI is typically not the manufacturer of the Hardware
purchased by you and the warranties offered are only those of the relevant manufacturer. In
purchasing the Hardware, you agree that for non-FWI branded Hardware, you are relying on the
manufacturer's specifications only and are not relying on any statements, specifications,
photographs or other illustrations representing the products that may be provided by FWI. FOUR
WINDS INTERACTIVE AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL
WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO THE HARDWARE
PURCHASED BY CUSTOMER INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
WARRANTY OF NONINFRINGEMENT. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH
DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Customer
acknowledges that no employee of FWI or its affiliates is authorized to make any representation
or warranty on behalf of FWI or any of its affiliates outside of those documented as the
manufacturer's warranty. FWI will not be responsible for and no liability shall result to FWI or any
of its affiliates for any delays in delivery which result from any circumstances beyond FWI's
reasonable control, including, but not limited to, product unavailability, carrier delays, delays due
to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism,
embargo, acts of God, or acts or laws of any government or agency. Any shipping dates provided
by FWI and any purported deadlines contained in any other document are estimates only.
F. Facilitation of Return for Breach of Manufacturer's Warranty on Hardware
Purchased. FWI will work with you to facilitate a return for breach of a Manufacturer's Warranty.
This process is separate and distinct from the Hardware eligible for the FWI "Swap-it" program
set forth in Section G below. For a claimed breach of manufacturer's warranty, please contact
FWI Support at 877-204-6679, or via email at returns@fourwindsinteractive.com to initiate a
return request. Upon receipt of a return request, FWI will evaluate the request in accordance with
the terms of the Manufacturer's Warranty and this Agreement and, where appropriate, shall
address and make a good faith effort to facilitate the issuance of a Return Merchandise
Authorization (RMA) by the Manufacturer. If the RMA is issued, you must return the subject
Hardware to the Manufacturer within thirty (30) days of the RMA issuance date. Nothing within
this provision shall prevent you from working directly with the Manufacturer on claimed breach of
warranty issues. Further, FWI makes no representation and takes no position as to when or if a
breach of warranty has occurred or whether an RMA should be issued. To the contrary, FWI
offers to facilitate the communication between you and the Manufacturer as a service to you, but
does not take on any additional obligation as to an ultimate determination of whether a breach of
warranty has occurred or whether an RMA should be issued, as those determinations remain
within the exclusive province of the Manufacturer.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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G. Return Privileges for Certain Hardware Purchased; The FWI "Swap-it" Program.
Certain Hardware purchased through FWI may be eligible for return privileges directly from FWI,
referred to as the "Swap it" program. These specific Hardware items will be identified as eligible
for return privileges on the Opportunity Document(s). You must initiate a return request within
thirty (30) days of invoice date. Please contact FWI Support at 877-204-6679, or via email at
returns@fourwindsinteractive.com to initiate a return request. Upon receipt of a return request,
FWI will evaluate the request in accordance with the terms of this Agreement and where
appropriate shall issue a Return Merchandise Authorization (RMA). Customer must return the
subject Hardware to FWI within thirty (30) days of the RMA issuance date.
1) Issuance of RMA. Hardware for which an RMA has been issued shall be returned
undamaged and 100% complete. This includes manufacturer box, UPC label, packing materials,
all manuals, blank warranty cards, and accessories. Display Boxes can be purchased by you for
return of displays that do not have the original packaging, customer cannot return displays without
Manufacturer packaging for freight damage purposes.
2) Restocking Fees. A restocking fee of 15% will be charged on all Hardware,
accessories, peripherals, and parts. The Hardware returned must be in new, resalable condition
for a refund or credit to be applied. If the item(s) being returned is over 50Ibs, the item(s) MUST
BE shipped via palletized freight or FWI will not honor the RMA.
3) Shipping Charges. You are responsible for shipping charges to FWI's distribution
center for all products being shipped back to FWI. If the carrier selected by you is not used by
FWI, a comparable shipping method will be selected. You are responsible for all risk of loss and
damage to products being shipped back to FWI.As such, it is highly recommended that you return
goods in palletized form in order to reduce risk of shipping damage. Please fully insure return
shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of
delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure
quick action on your return. Credit may be issued after equipment has been received and
inspected.
4) Terms for RMA's. While each request will be evaluated on a case by case basis
in accordance with this Agreement, including the Opportunity Document(s), as a general matter
RMA's for the Swap-it Program will not be granted under the following circumstances:
a. Damage caused by improperly packing the defective product which voids
the warranty.
b. Any product on which the serial number has been defaced, modified or
removed.
c. Damage, deterioration or malfunction resulting from accident, misuse,
neglect, fire, water, lightning or other acts of nature, unauthorized product modification, or
failure to follow instructions supplied with the product.
d. Repair or attempted repair by anyone not authorized by Four Winds
Interactive.
e. Products that have damage to or loss of any programs, data or removable
storage media.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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f. Software or data loss occurring during repair or replacement.
g. Any damage of the product due to shipment.
h. Causes external to the product, such as electric power fluctuations or
failure.
i. Use of supplies or parts not meeting Four Winds Interactive's
specifications.
j. Normal wear and tear.
k. Any other cause which does not relate to a product defect.
I. Damage to, or abuse of, the coating on the surface of the display through
inappropriate cleaning.
m. Cosmetic defects or failure of non-operational components that do not
inhibit the proper operation and performance of the Covered Product, such as cracked
cases or broken hinges.
n. Damages or costs resulting from (i) improper electrical wiring and
connections, (ii) unauthorized modifications, alterations, repairs or repair personnel, or(iii)
use in any combinations not approved in the manufacturer's specifications.
o. Loss or damage caused by any physical force from a source external to the
Covered Product, including, but not limited to, general environmental conditions,
negligence, misuse, abuse, vandalism, spilling of liquid on the Covered Product, or acts
of God.
p. Loss or damage to the Covered Product either while in storage or in the
course of transit, delivery, or redelivery.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
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EXHIBIT"B"
Vendor Access Agreement
Purpose
The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta
and the Vendor and to provide guidelines for the use of the network and computing resources associated
with the remote connectivity in order to ensure the safety, integrity, and operability of Augusta
Information Systems.
Scope
This policy applies to all Augusta systems,application and/or servers/devices requiring support by external
Vendors on behalf of Augusta.
Definitions
Virtual Private Network (VPN): Provides a secure network connection over the Internet between an
individual and a private network (164 bit encryption). By utilizing the public Internet for data transport,
VPN provides a low cost solution to remote access or connectivity.
Policy
A. Vendor Remote Access Request and Approvals
As part of the request and approval process, the technical and administrative contact within the
Vendor's organization or someone at a higher level within the company will be required to read and
sign the VPN Access policy form (this document). In addition, prior to any connection to Augusta's
network,Vendors must fill out a Vendor Access Form which identifies them as a Vendor requiring VPN
access. This form will require IP addresses for devices from which the Vendor intends to connect,the
servers to which the Vendor needs to connect, as well as verification that the Vendor has active anti-
virus installed on their equipment. This form will be signed by a representative of the Vendor and will
also be signed by the Director of Information Technology. Once Vendor Remote Access has been
approved, it is valid until changes in this policy or technology make it necessary, in Augusta's
estimation,to require a new form to be filed.
Remote Access will only be available to Vendors that have signed Annual Support and Maintenance
Contracts with Augusta (FWI's annual software subscription includes support and maintenance).
Once approved for access, all individual requests for remote access for Vendors must be made in
advance through the Project Manager responsible for the Vendor. This will be managed through an
online form,which the Vendor will be required to fill out and submit prior to each session. A session
can be one event or several individual connections over a period of days or weeks depending on
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 32
circumstances. It is the Project Manager's responsibility to ensure that the Vendor has provided all of
the required information in the proper format, and that the time requested for connection is
reasonable.
B. Connectivity Methods
1. Connectivity through VPN
a. The Vendor will be required to use Augusta's standard method for connecting to the
network. The current standard method is Cisco's VPN client.
b. The Vendor will be given a unique user ID and password to authenticate the VPN access.
The password may be subject to regular changes.
c. Only one person may be connected to the VPN at any given time.
d. Access will be restricted to only the servers located in IT that were approved for the
Vendor.
e. Access will be restricted to only the ports necessary for connectivity.
f. Access will not be open 24/7. The Vendor must request access every time it is necessary
and only during business hours of 8:30am —5:00pm EST. Access outside of these hours
may be requested but will need additional approval and will be handled on a case by case
situation.
2. Connectivity through Remote Access Support Tools
Augusta permits access to our systems through remote access tools such as WebEx and
GotoMeeting, but access must be authorized in advance through the IT Project Manager.
The Remote tool in question must not require software to be installed on the user's PC, and
any connection must be initiated on the "customer" or "Augusta" side of the connection.
Stated another way, the entity connecting from the outside may not initiate a connection
without the approval of the user. The user, preferably a member of IT,should remain present
at the PC during the entirety of the connection.
Remote connections may only take place through tools of which IT has approved. This
decision is at the discretion of the IT Security Administrator.
Vendors who are discovered to have installed software on customer PCs for the purpose of
remote control, or otherwise connected to an endpoint PC without IT authorization, may be
blocked, from any and all access to the Augusta network. Such action may be taken at IT's
sole discretion.
C. Vendor Request Process
1. The Vendor will contact the Project Manager to request access through the aforementioned
Vendor Access Form.
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 33
2. The Project Manager is responsible for logging the request for access and justification in the
change control log.
3. The Project Manager will document reason for access and email Firewall Administrators to have
the VPN opened.
4. A firewall administrator will open the VPN and notify the Project Manager via email that it has
been opened.
5. Once the Vendor has completed their work and the application has been tested, they will notify
the Project Manager that the work is complete.
D. Network Security
1. Vendor will allow only the Vendor's employees approved in advance by Augusta to access the
network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor
Employees are not security risks.
2. Each party will be solely responsible for the selection, implementation and maintenance of
security procedures and policies that are sufficient to ensure that (a) such party's use of the
Network Connection is secure and is used only for authorized purposes, and (b) such party's
business records and data are protected against improper access, use, loss, alteration or
destruction.
3. Vendor shall notify Augusta in writing promptly upon a change in the user base for the work
performed over the Network Connection or whenever in Vendor's opinion a change in the
connection and/or functional requirements of the Network Connection is necessary.
E. Protection of Augusta Private Information and Resources
The Augusta network support group responsible for the installation and configuration of a specific
Vendor connection must ensure that all possible measures have been taken to protect the integrity
and privacy of Augusta confidential information. At no time should Augusta rely on
access/authorization control mechanisms at the Vendor's site to protect or prohibit access to Augusta
confidential information.
Augusta shall not have any responsibility for ensuring the protection of Vendor information. The
Vendor shall be entirely responsible for providing the appropriate security measures to ensure
protection of their private internal network and information
F. Audit and Review of Vendor Network Connections
All aspects of the Vendor network connections up to, but not including Augusta firewall, will be
monitored by the appropriate IT staff. Where possible automated tools will be used to audit tasks.
Monthly reports should be generated on the authentication database showing the specific login
entries.
All Vendor network connections will be reviewed on a quarterly basis and information regarding
specific Vendor network connection will be updated as necessary. Obsolete Vendor network
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 34
connections will be terminated following confirmation with the Project Manager that the connection
is indeed obsolete.
G. Augusta IT Security
Augusta IT Security has the responsibility for maintaining related policies and standards. IT Security
will also provide advice and assistance regarding judgment calls, and will facilitate information
gathering in order to make a correct decision.
H. Enforcement
Any Vendor found in violation of this policy will be subject to, but not limited to, loss of VPN privileges
and other action up to and including dissolution of contract and/or legal action if Augusta systems are
compromised.
Vendor Signature
(fl- 21 - Z 011-
SIGNATURE Date
FWI MSA:Domestic Sale Direct to End User—Subscription 2017-06-21
Page 35
FOUR
WINDS Created Date 09/15/2010
INTERACTIVE
Quote Number 0-00024725-H
1221 Broadway Street Denver, CD8O2O3
877-2O4'0079Phone 72O-321-O72OFax Valid Through 08/31/2017
www.fourwindsinteractive.com
Quote Information
Proposal Title: Cdy of Augusta Departmental Readerboard Project with SDW
Prepared By: David Ponatowsk Customer Name: City of Augusta
E-mail: dponietowski@yovn*indsintenadivomm End User
Phone: 720.389.3719 Customer Contact: Michael Blanchard
Fax: 720221D720 E-mail: Wanohand@augustm0a.gov
Mobile: 3039440683 Phone: (706)821-2862
Contracting Entity: Augusta,Georgia, a pohtical subdvson of
the State of Georgia
Address Information
Ship To: Bill To: Customer
Name: Cdy of Augusta Name: City of Augusta
Contact: Michael Blanchard AP Contact: Michael Blanchard
Address: Procurement Department,ATTN: Gen Sams, Address: Procurement Department, ATTN: Geri Sams,
Director Director
535 Telfair Stree -Room 6U5 535 Telfar Street-Room 805
Augusta, GA 30901 Augusta, GA 30901
USA USA
Phone: (706)821-2862 Phone: (706)821-2862
Email: b|anuhand@au8ustaga.gnv Email: Nanchnrd@euguntoga.gov
Customer Infrastructure Solution: Create Advanced Hosted
Contract
Term
Item# Item Description List Price Quantity Billing Total Billing Frequency (Months)
Software
FVV|'DYN-
HOSTED-�DV' oynami«C»»t*»tp|oy«'|i»»nu» $1,320.00 4 $5�B0OO Annually 36
Hosted'AdvanoodTior ' � ' �
A
Hardware
Requires Content Player 5.3, Intel®
i3-7100U 2.4Ghz Dual Core, Intel
HD620 Graphics,256GB Storage,
FWPW-31 VV|F|.wWnd»«� 100TEn1*mh»* $799.00 4 o3196UU One-Time
LTSB10.4GBRAM,85VV. 1 Hdmi.4- ' �
!i USB 3.0, RJ45,3 year Swap-It
)' ' Warranty,32°F- 140°F Cables
Included: Hdmi, 7'CAT5o
. ` ^ ^ � —
Fa8e1of5 Conhdenha| between Cu�nmerand FV.� Notfor distribution.
FOUR
WINDS Created Date 09115/2016
INTERACTIVE
Quote Number 0-00024725-H
1221 Brraadwnx Stree,i Denver,CO 8020
877 205 6679 Phone one 720-221-0720 Fax Valid Through 08/31/2017
www.fourwindsinteractive.com
Contract
Term
Item# Item Description List Price Quantity Billing Total Billing Frequency (Months)
Non-Touch, LG43",Resolution
1920x1080, Inputs
DPx1,HDM lx1,DVI-Dx1,USBx1,
Power cable included,38.17W x
43SM5KC-B 22.2H x 1.51D, Bezel $700.00 3 $2,100.00 One-Time
11.9mm(T/R/L)18mm(B),RS232,VESA
200x200mm,3 year Warranty,L&P
,Stand not included,Anti glare,Daisy-
Chain w/built-in speakers
Non-Touch, LG 49", Resolution
3840x2160, Inputs
DPx1,HDM lx1,DVI-Dx1,USBx1,
Power cable included,43.4W x 25.5H
49UH5C x 1.5D, Bezel $1,123.00 1 $1,123.00 One-Time
11.9mm(T)12.4(R/L)15.5mm(B),
RS232, VESA 300x 300mm, 3 year
Warranty, Landscape&Portrait,
Stand not included
TILT SmartMountXT TM Universal Tilt
STX645P Wall Mount for 32"to 60"Flat Panel $74.00 4 $296.00 One-Time
Displays-standard model
Trip Fee Per Day for Install. It is
assumed that qty 6 up to 46"screens
INSTALL-TRIP- can be installed per day.Screens
CHARGE over 47"the assumed qty would be $107.00 1 $107.00 One-Time
qty 4 displays.So you may need to
add qty of Trip charges depending on
qty of displays per site.
SITE-SURVEY- Site Survey Under 30 Signs $188.00 1
$188.00 One-Time
INSTALL- -Consumable Material Install Medium $125.00 1
MATERIAL-M $125.00 One-Time
INSTALL-43- 43"-65"Signage Wall-No Wiring $465.00 4 $1,860.00 One-Time
Professional Services
FWi Bronze
Solution Solution Development Workshop $6,500.00 1 $6,500.00 One Time
Development Bronze Package
Workshop 1.1
FWI- Player Device Setup and
DEVICESETU Configuration(FWi-provided $92.50 4 $370.00 One-Time
P hardware)
Other
FWI-ESTTL Estimated Travel and Living(1 $1,500.00 1
resource, 3 days) $1,500.00 One Time
Pogo 2 of 5 Confidential between Customer and FWi. Not for distribution.
FOUR
• ';i7 WINDS Created Date 09/15/2016
INTERACTIVE
Quote Number Q-00024725-H
1221 Broadwa‘,/ Donver, CO 80203
1117-20,1 6679 Phone 72(1-221-1)/20 Fax Valid Through 08/31/2017
www.fourwindsinteractive.com
Software $5,280.00
Hardware $8,995.00
Professional Services $6,870.00
Subscription Services $0.00
Annual Maintenance $0.00
Estimated Charges $1,500.00
First Year Total $22,645.00
Annual Recurring Fees $5,280,00
Additional Note
Services such as implementation and sign deployment are not included in this proposal.
Physical Installation prices are based on the following criteria:
•Normal business hours(Mon- Fri 8:00 AM to 5PM)
•Non-union employees
•Work covered in the specific scope of work ( scope is subject to change pending site survey results)
•A set number of signs to be installed
• Pricing assumes that FWI has sole authority on third party installers to be commissioned and labor rates we are to pay our third
party installation partners.
Physical Installation items listed below are outside of the original SOW and will require payment:
•Time required by sites for safety training(unless specified in SOW).
• Site specific documentation or permits.
•Transporting hardware long distances between sign locations(unless specified in SOW)
• Delays resulting from site issues not caused by FWI contractors.
•Cancellation of services with less than a 48hr notice
• Any special lifts or scaffolding required for installing signs above the height of 11ft from the ground is to be supplied by client
(unless specified in SOW).
•Trip fees will also he charged for delays resulting from site issues causing more visits,
****Notes
Power,data and wall prep supplied by client.
Terms and Conditions
INVOICE AND PAYMENT TERMS
Payments on all products, services and deposits are billed on net 30 terms unless otherwise stated in the addendum section of
this document.
Hosting and FWI Drive Services
Customer agrees that it shall not push sensitive or proprietary data to any environment hosted by FWI
Subscription Software Licenses(Annual or Monthly Billing)
The first year of The Subscription Software license term will be billed immediately after the Contract is signed by the Customer and
the appropriate software term will commence on the first day of the month after the Contract is signed by the CuStomer.
Rag° 3 of 5 Confidential between Customer and FWi. Not for distribution.
FOUR
� WINDS Created Date 09/15/2016
v INTERACTIVE
/221 Bmwd�ayS,aunvnvcr. CO8O203 Quote Number 0-00024725-H
u//'2U4687BPhone /2V-221-0/zOFax Valid Through 08/31/2017
www.fourwindsinteractive.com
Terms and Conditions(cont.)
Hardware
Please Inspect hardware and boxes carefully for any damage to box. If any damage to box is noted please immediately take
pictures of the box/boxes and hardware inside. Please report immediately to FWi Project Manager so freight claim can be
submitted and processed for replacement. Failure to do so removes Four Winds Interactive from all liability for any damaged
products.
Any special delivery services such as lift gate requirements, construction niteo, government properties, trade shows deliveries
ones requiring appointments, rode|ivorieo, orother opooa| delivery situations that may occur are subject to additional charges to
the customer.These situations are not always known ahead of the delivery attempt and will be billed on the back end of the job,
Shipping
Shipping charges will be invoiced for hardware as incurred and will identify any offset if a Hardware Deposits has been received by
FWI in advance
Professional Services
Professional Services offered on a fixed fee basis are billed immediately after the Contract is signed by the Customer.
Taxes
Taxn,, if app|icah|e, will be included on the invoice for the associated item charge. Customers exempt from sales taxes must
provide valid documentation to FWI prior to the time of invoicing.
Travel and Livinq Expenses
Travel and living costs based on the services quoted have been estimated. If a PO is to be issued for this project it must include
the Travel and Living estimate as quoted, with the understanding that only actual Travel and Living costs will be invoiced.
ACKNOWLEDGEMENT OF CONTRACT DOCUMENTS
By signing on the signature line, the Parties accept and agree to the terms contained in the following documents:
1 The Master Software and Services Agreement entered into between the parties, dated June 212017�ond
7. The Sn|oUnnDevelopment Pm�sviona| 8nwioePackage d000,ipUnnappended 1nthis qumv. ' '
By signing on the authorized signature lines, or by issuing a Purchase Order that expressly references this quote and has been
approved in advance by FWI, the Contracting EnUty, including its authorized ogen/s, agree that the contract documents referenced
above are binding and enforceable, and apply to the oobwa,o, services and/o, hardware to be utilized by the Contracting Entity
and/or the Customer as set forth on this quote. The Contracting Entity and/or the Customer further acknowledges that any PO
terms,which contradict the contract documents above, shall have no force and effect. By signing below the signatory warrants and
represents that he/she is an authorized representative of either Four Winds Interactive LLC on the one hand, or /h� Contracting
Entity and Cuvmmernnthe mho,. and can legally bind these onuU*xaccordingly. ' ^ ,
Py m^or5 Confidential between Customer and FWi. Not for distribution
FOUR
� � WINDS
Created Date 09/15/2010
' ' INTERACTIVE
1221 Bmedvvwy5tnyn1Denver, C08O203 Quote Number O-00024735-H
Q77-2O4'8G79Phone 72O-221-372DFax Valid Through 08/31/2017
www.fourwindsinteractive.com
Signature
Acknowledgement
By signing this Quote or issuing a Purchase Order pursuant to this Quote, Customer acknowledges that the above Terms and
Conditions shall be enforceable by FWi and shall supersede all other terms and conditions.
AUGUSTA,GEORGIA
FOUR WINDS INTERACTIVE LLC
(Contracting Entity Legal Name)
�/�« By: y " ~�~~�~`~�^ By: �wm�~~` ~- —
�L�'' (Signature of Authorized Ropm�*��vo) /8natumo[Authorized Representative)
8111-11 Name: Hardie Davis,Jr. Name: Lane Brannan
Title: mmy«r Title: Chief Revenue Officer
Date: �------- 15,2017
� Date: August
Attest
$Lena :carter ekri,ofTbitIpikt'a.
Date: i) i�
cfa `
; aeons 96
I
Pane 5nf5 Confidential between Customer and FWi. Nofor distribution.
FOUR
WINDS
1N=L a„C TIV€
9r" 17r;�
rvRI-J 1 it r;;;tiv_ co;n 1 BrouLIN. wtrer;t
;isu lir.r.'dji l l mtt--��'1 r ,r,; Don CO =0D-D
Solution Development Workshop
Bronze Package
Overview
As a leader in visual communications,with thousands of successful implementations, employing skilled resources
across different industry domains, Four Winds Interactive(FWI)has developed an iterative and client-engaging
solution for visual communication network. As part of the proposed solution,an FWI resource will educate you in the
software with a hands on experience for you and your team.Once onsite,the resource will provide best practices
based on your business needs and requirements provided to them in the discovery call(s)prior to the onsite.
Training
FWI will conduct a two hour session to prepare workshop participants for the onsite sign development sessions.The
session may consist of the following topics:
• Overview of Content Manager and Content Player software
• FWI best practices
▪ How to build a template
• Adding and scheduling content
• Live Data review
• Network Overview
• Deployment and saving
r t 1r rzl I1 rii f r, ti rar -:'.[ i, i, r, r t „� rar „i r rperty
• FOUR
WINOS
IN F .FA(;T'V .
• FWI Store App Configuration
Discovery
Two collaborative remote sessions(up to two hours per session), identifying the client's business requirements and
how they impact the:
• Types of content to be displayed
• Recommended unique templates to be created
▪ Basic functionalities that can be achieved through FWI software
• Aspect ratios on templates and regions
• Identifying necessary customer-provided assets
• Overall user interface design and user experience
• Prioritization of the application builds
Sign
Three-day,onsite workshop for customer and their team to develop applications that satisfy the objectives identified
in the Business Needs Discovery session.Sessions will consist of one FWI sign development resources and up to
four client resources.The ideal candidates for this workshop will have technical experience, including basic
networking concepts,familiarity with design software,and an overall understanding of technology.Sessions will be
architected to encompass the client's needs, including:
• Template design and development
• Template element and live data setup
• Creation of desired template functionality
• Staging of content
• Scheduling for alternate content
• Customized training on all software and sign elements depending on the complexity of the individual solution
• FWI sign build best practices
• Next steps and professional service options if the solution is not completed before the conclusion of the Sign
Development Workshop
Post Workshop
Upon completion of the onsite Sign Development Workshop,one of the FWI sign development resources will be
available remotely for up to a total of one hour to respond to follow-up questions via phone or email.Allocated time
must be utilized within thirty days of completion of the onsite Sign Development Workshop.
CIIiR
� 4'"tiFiC?S
FWI Standard Assumptions, Terms and Conditions
A full list of FWI Out of Scope Items,Assumptions and Customer Responsibilities are available in the link below,
which shall apply and may only be modified or supplemented as set forth below in the ProServ-Specific section of this
document.
http://www.fourwindsinteractive.com/StatementOfWorkAppendix FWIStandard
Out of Scope Items
Any software features demonstrated during the sales process not listed In the scope above and not specifically available in the
self-serve model orFWI-hosted environment,?ex,specific integration adapters.y 2u; ., ' 5
Custom development services.
i
Inte ra
g ton Framework and farms
!ting data sources tt>a#require,.Integration!=taro rk
A �
rX a;
Data migration or data entry.
The need to convert content into file formats±compatible with Content Manager Desktop/Content Player.
Network configuration,wiring,or physical installation of any components at Customer's site.
Software,hardware and third party subscriptions are not included in the cost of
1. th'h e" ckagrv,e,Pacagtie cost sh limited to
Y M1Professional Services designated above, ,4„,:"
s „ M,'y# `"
Implementation services for device configuration,network diagram,or software implementation.
Project Assumptions,Terms and Conditions
The FWI staff will request specific feedback and decisions to be-.turned around within a window of time during the workshops;.lff"
decisions and detailed,direction are not reached In this period`FVVI will
move forward as planned. "
The FWI staff will work with up to four client resources(one ultimate decision-maker required)at one location for the onsite
collaboration sessions.The client's time will be dedicated to the project timeline.
The final deliverable is achieved through the joint efforts of FWI's sign development resource In conjunction with the Client's
team. The success of the workshops continent on client's readiness,-decisiveness,and resource time dec icatio nil
ability/skill set.FWI will provide the necessary training and best practices consistent With the requirements defined In the
Business Needs Discovery discussions The customer's effort and knowledge of the,software will determine the percentage of
"far, 'w"
Completion ofthe.si "find a {,; ^'�"` "� X,k """'1 ""°,
, n d.�." XC 1, X v ` "".rt .N o
t�$/Il � "rk." �M �"�„��a d,,,"'aa' a,� ..,''+,+,"� ,� e, v: �v, , y„�, � ,". , �•rcXs.. wry " ,X°nY,�° "Xw
After completion of the Business Needs Discovery,any changes made to the defined requirements may result in FWI not being
able to meet the newly defined requirements within the scope of this Solution Development Workshop.FWI will give our best
effort to accommodate any alterations to the originally scoped requirements.
All Customer-provided backgrounds must match the resolution,of the proposed display. "
,. ...., ", Y«. '• b kw 'r.'.: k.
All Customer-provided images must be 96dpi.
Standard Customer-supplied content must be,any of the following:PowerPoint,Flash,Image,Video,Word,PDF,Text,and
HTML For any App or region that will only,,use,"Standard Content,"FVVi will schedule up to six items. , '° ' ' x, .;„
Onsite sessions require a minimum of four weeks advance notice for scheduling.
Onsite travel and expenses will be billed as Incurred Onsite time is limited to standard business days and no morethanneight°,,„
hours per day per FWI resource at client-prescribed location'
F Oup
NrfP CTIVE
Remote access for Content Manager must be confirmed at least two weeks in advance of commencement.
FWI makes no guarantee in network performance for distributing content outside of its control. ,,r ,
This is a fixed-fee proposal,excluding estimated sales tax,actual travel expenses,and shipping expenses.All amounts shall be
invoiced and paid pursuant to the payment schedule agreed to between the parties.
No additional professional services shalt be included„The fixed-fee amount stated herein relates to the current ecopeof the
project contemplated by this proposal only"'" µ. G
If Customer desires to implement applications that require custom integrations,3rd party subscriptions,or any other add-on,such
an effort will be discussed in a separate Statement of Work.
All hardware and software for Content Manager Desktop andContent'P a rs must meet FWI minimums emY m "
jYe t 4 � Yat naqutrerrrents for
the current software version.System requirements are available on FWI C onra a '
Customer is subject to a cancellation penalty equal to 100%of estimate hours for either the upgrade or training time not
rescheduled at least 24 hours in advance of remote session.
If,during implementation,new Customer stakeholders and/or project resources are introduced,or existing team members are'
not available for required approvals and reviews,additional professional services,costs and/or expanded implementation,
timeframes may be required to çeale customers objectives,which willbe iiscus,sed,and agreed upon separaterty.r,„''44 ` ”
If the Customer requires project to be put on hold for any reason,Customer will be responsible for all professional services costs
utilized before notification is received.All projects that are removed from hold will be subject to new schedules,timeframes,and
resource assignments.Additionally,after 90 days,projects may require re-engagement to include re-scoping.
Services provided are subject to the terms and conditions of the Master Software and Services"Agreement(the"" teemnerlt")
and,unless negotiated otherwise,all
! charges
hargesrelated tlko"suc.h
ceServices
ervices shall be i voicced u on exe
cuG,tionof the,Ay,Agreement
nt„„a"nd'
rdueassetfo�ptherel@
M 1;
Customer shall make its designated representatives available to accomplish the delivery of designated services contained within
this Package within one year of the purchase date of the package,such that all components of this package are implemented
and all related training delivered within one year.
' � � ,,,, k ,,,: 0..r � .'µrn'• " "J (f ,
Projects not scheduled within six months of signed Agreement or put on hold by dient$or a period of time which arae is six a ";"m
months from the date of signed Agreement will be dosed and invoiced in full;"Py" " " °° " ^^44 '4,4
"
Customer Responsibilities
Data and content needs identified p
by the,cattiguration parameters w►thin the selected applications are the Customers, �
be�provided o FWI in discu".;, a ti tr+ p * 'a,, 5 ,y,, , aq
responsibility arxirnust # seed timeline �„ "; 'w, "
Customer shall specify one named software/signage owner for this implementation.
Client-designated sign-off resources(limited to two decision makers)shall be dedicated for the duration of the onsite time X "'
If Customer is not storing content in a hosted environment,Customer must provide specific shared folder access for content
storage that is accessible to signage network.
Network configuration which may include*depending on Customer's desired cpnfiguration,adding player PCS or fryers
e ,
Customer's domain.
If PC configuration is not purchased separately,Customer will complete the configuration of all PCs.Customer is responsible for
meeting FWI configuration guidelines prior to implementation.Configuration Services are available for a fee.
Customer is responsible for all labor relating to site preparation and mounting of hardware,components Including displays)g
Players,and other; AN „ r mounting
rackingla �",�twa�rKiequipmertt;�unless e"purchased,sen!Ice,lrtmtt,,Fil111" ,''S„,„ 4 ,^` ,,.44
p r ,,: n. 4
1N1 E PACTI 'E
Customer is responsible for all wiring,cabling,and electrical work required.Physical installation must be complete prior to FWI
final deployment.
Customer must provideTyaasecure storage locatiorj for aft equipment shipped to Customer's location If purchased from 1=WI,
Customer shall provide adequate ventilation for all hardware used in digital signage network.
If Customer wishes to use its own Microsoft.pffice Site License,,Customer must provide registration numbertb FWts
Professional Service group.before the final hardware Is stripped \'`.11,„„: �
It is the Customer's responsibility to ensure customer-provided devices meet FWI hardware requirements.
5
FOUR
WINDS
INTFFACTIVE
Customer Approval
The parties accept and agree to the above SOW terms and that such shall be subject to the previously agreed upon
terms and conditions between the parties either pursuant to Software Maintenance and Professional Services
Agreement or Master Software and Services Agreement.
AUGUSTA,GEORGIA
Customer Legal Entity Name
Signature: fiCeof-tie 4111010111111
d1 Name: Hardie Davis,Jr.
Title: Mayor
Date:
FOUR WINDS INTERACTIVE LLC
Signature:
Name: Lane Brannan
Title: Chief Revenue Officer
Date: August 15,2017
ut to P ;, Ic I F ._trk rte, L-to-6, = ? rtt t6-6-rd t ::6