23 JAN13-2025 BY: Ruang ORIGINAL Board ofCommissioners Item' Transmittal Form Agenda Procuremeny/Contract Transmittal Form Type of contract: 1year Submission Information Contact Name: LaTonyal Powell Department: Accountability Lab Services Project Title: Paracelsus Client Messaging Call-In Multi-year Single Event Contract #: BOCApproval Date: Vendor Information (dba ACT Innovations) Vendor Name: Advanced Computer Technologies Address: 1333 College Pkwy #111 Address: Gulf Breeze, FL32563 Email: goysales@actinnovations.com Phone #: 888-549-9880 Contact: Katie Seitz Number: 288-2301-521300-25 Funding Account Contract amount: $0.065 per call Contract Type: Goods0) Services (X) Grant 0 Contract Action: New (X) Renewal0) Change Order0) Cuncel w - 30 duvyhote Term of contract: Month to Month Procurement Manager Signature Ihaver reviewed the attached contract, and itisino compliance withPupchasing Policies of Rockdale County, Gatalme Original Contract Number: Chief Financial Officer Signature Ihave reviewed the attached contract, and the amount is approved for processing. Signature: Sonlalpes 1-27-3025 Date: 745 Signature: Date: AavlLL Detailed Summary of Contract: The purpose of this agreement is to replace Test Day, Corp donor call-in system due toi interruption of service. Paracelsus ClientN Messaging is designed to streamline the randomized scheduling and automated call-in system for drug testing participants. fluclid fror DUI dugtshngLab Euwol Department Head/Elected Official Signature: hanayn.bow Dates 1713/2085 pa33 MEINNOVATIONS enequivantompary Advanced Computer lechnologies (dba ACTI Innovations) Accountability! Lab Services LaTonya Powell 1147WestAve Conyers, GA30012 1333 College Pkwy #111 Gulf Breeze, FL3 32563 888.549.9880 pgltertimoatonscon laTonyaPowell@RocklaleCountyGAgow QUOTEDATE: December 11, 2024 QUOTE EXPIRES 60d days COST $0.065 SALESPERSON: Katie Seitz PRODUCT Client Messaging Call-In DESCRIPTION: PAYMENTTERMS: Net 30 RECURRINGCOST: Paracelsus Client Messaging feei for service - Per Call Scope of Work: Paracelsus Client Messaging: Paracelsus Client Messagingi is designed to streamline the randomized scheduling and automated call-in system for drug testing participants. It eliminates the need for early wake-ups, answering machines, and busy signals. The: system tracks who called, when they called, from which number, and identifies missed calls, ultimately saving time Cost Per Call (CPC) Charges: The customer willl be charged on a cost-per-call basis for the automated client messaging system. Calls willl be rounded upi tot the nearest minute, and charges will apply to all participant calls. This ensures complete tracking of participant engagement in Professional Services: ACT Innovations will provide project management, installation, online Flexible Term Agreement: The contract begins upon the signed acceptance of this quotation and will operate onar month-to-month basis. ACTI Innovations reserves the right to adjust pricing with 30 days' notice. The customer may exit the contract at anyt time with a 30-day notice. for administrators. the drug testing program. training (via webinar), go-live support, and hosting services. [Signature Page to Follow] Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 1 of 16 MTIMNOVATIONE aneiankcompany Quote Acceptance: Customer represents and warrants that their duly authorized signatory signing this Quotation oni Its behalf hast thei full right, power, ànd authority to execute this Quotation and that this Quotation constitutes al legal, valid, and binding obligation upon Customer. BY SIGNING THIS QUOTATION, SENDINGAPURCHASE ORDERI FOR THE CORRESPONDING QUOTATION, OR ACCESSING THE SOFTWARE, THE CUSTOMER AGREES TO THEI ENDI USER AGREEMENT WHICHISATTACHED: BELOW RocKdale Coumty Acoumaliliylalh-Semics Signaturé: Advanced CompterTehmdigguc Georgia Signature: Name: Title: Date: Demers Name: JaNic VanNeis 4E General Manager Title: 116las ChortCED Date: Customer Billing Contact Information: Cystomer Name Attention Billing Street Address Billing City, State, Zip Email Phone Roclcdole Courtyi GA Lulrya Powell Lotanya-prwelle velcdale Counga.gwv % ATTEST: TMANK You FOR YOUK BUSINESSI Jennifer O. Rutledge, County Clerk Approved aet tof fom M. Qader A. Balg, County Attomey Page: 20f16 Advanced Computer Technolagles LLC. 1333 College PKwy #111, Gulf Breeze, FL3 32563 August2024 1-888-549-9880 MEINNOVATIONS anequvantoompany END USER. AGREEMENT IMPORTANT: PLEASE READ1 THE TERMS AND CONDITIONS OF THIS EUA CAREFULLYE BEFORE USING1 THE: SOFTWARE. THIS END USER AGREEMENT ("EUA or Agreement") IS A LEGAL AGREEMENT BETWEEN YOU AS THE INDIVIDUAL, THE ORGANIZATION, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERRED TO AS "YOU", "YOUR or CUSTOMER") AND ADVANCED COMPUTER TECHNOLOGY, LLC ("ACT") WITH OFFICES LOCATED AT 1333 COLLEGE PARKWAY#111, GULFBREEZE, FL3 32563. ACTWILL ONLYLICENSE THE USEOFT THESOFTWARETOYOUON THE CONDITION" MATOUACIPAIGFRETENA OF THISEUA. UPONANDASOF TMEDATECEFECIVEDALE7 YOU SIGN THE ABOVE ATTACHED QUOTE ("Quotation"), SEND A PURCHASE ORDER FOR THE CORRESPONDING QUOTATION, OR ACCESS THE SOFTWARE YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EUA. IF YOUDO NOT AGREETOTHE TEBMANDCAOMOASOETIEROANEDACESTODESGETWAE 1. LICENSE ANDUSE 1.1 License. The software and documentation (collectively the "Software") are owned by and are the property of ACT("Licensor") and are protected by copyright and other intellectual property laws. Subject to all of thet terms and conditions oft this Agreement, ACT grants you al limited, non-exclusive, worldwide, non-transferable, non-sublicensable license to use the Software for whichy you! have been issued access by ACT or an authorized distributor or reseller, but only in accordance with () the documentation, (i) the restrictions contained herein and any restrictions on the applicable invoice, The! Softwarei is! licensedi for use by a single organization andi may notl be usedi for the processing of third-party data as as service bureau, application service provider or otherwise except as authorized by ACT. Customer shall notr make any use of the Software ina any manner not expressly permitted! by this EUA without Licensor's! prior written consent. This EUA also governs anyf future releases, revisions, or enhancements tot the Software that ACT may furnish to you. Your rights and obligations and ()t the number of authorized users. with respect tot the use of this Software are asf follows: 1.2 Use A. Your may: i. uset the Software on an up to date and authorized internet browser indicated by ACT; and, ii.r make printed copies ofe electronic documentation for your internal use. B. Your may not: i.transfer, assign, convey, sublicense, rent or lease the Software (or any portion thereof) to another person ore entity or unlicensed division, subsidiary, or affiliate, other thant to as successor agency, anda any transfer iny violation hereof shallt be of no power ore effect; ii. distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) fori time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement; Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 3 of 16 MEINNOVATIONS aneguventcompary li. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover, modify or use the: source code, underlyingi ideas, algorithms, file formats or! programming iv. utilize any equipment, device, software, or other means designed to circumvent or remove any form ofp product key or copy protection used by ACT in connection witht the Software, or use the Softwaret together with any authorization code, product key, serialr number, or other copy protection device not supplied by ACT or through an authorized distributor or reseller; v.uset the Software to develop ort facilitate development of ap product whichi is competitive with vi. post or otherwise publish electronic documentation oft the Software for access outside the vii. remove any product dentification, proprietary, copyright, or other notices contained inf the interfaces oft the Software by any means whatsoever; any ACT product offerings; licensed organization; Software; vill. logino concurrently with the same username ix. provide anyl logini information to at third party; or X. uset the Software in any manner not expressly authorized byt this EUA. 1.3 Additional Materials. Unless otherwise expressly agreed to by the parties, the CUSTOMER shall provide and obtain for itself all hardware, software, services, and technology necessary to operate the Software not owned or provided by ACT. 2. SUPPORT SERVICE 2.1 Support. ACT wili provide the CUSTOMER witht those supports services describedir inE ExhibitAl"Support 2,2 Hosting. ACT will provide the CUSTOMER witht those hosting services described in Exhibit B. Services"). 3. PAYMENTTERMS 3.1 Fees. The CUSTOMER will payt the fees set forthi ini the Quotation and are non-refundable. Fees are due within thirty (30) days. Invoices unpaid after 60 days incur a 2%1 late fee on the outstanding balance, ands service may! be dampedAsDre-comnedon feep plus any outstanding balance must 3.2 Upont thirty days' written notice, ACTI may suspend services under this agreement ift the Customer fails to paya ani invoicel by thes sixtieth day after thei invoice date. Ift the payment remains outstanding ont thet thirtieth day of suspension, ACT may terminate services. Ifterminated, ACTmay upon be paid for service restoration. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 4 of 16 MTINNOVATIONS aneg.ivantcmpany request return Customer datai in CSVf format as ite exists att the date oft termination. Iti is the Cistomersresponsbily under HIPAA to ensure continuity ofi its data. 4LIMITIDWARRANTY 4.1 Limited' Warranty. ACT warrants for a period of ninety (90) days following the Effective Date that the Software will substantially operate according to the specifications set forth in the User Guide Documentation. Ifiti is determined by CUSTOMER that the Software does nots substantially operate according to suchs specifications, ACT may, at its option and expense, apply commercially reasonable efforts to designing, coding, and implementing programming changes to the source code to correct reproducible errors or correcting misstatements and omissions in the User Guide documentation. CUSTOMER shall report all errors or other defects in the Software to ACT immediately upon their discovery. Itisa acknowledgedi that the Softwarel isi inherently complex and may contain errors and ACT cannot and does not guarantee to correct all such errors. The remedies set forth in this Section constitute CUSTOMER'ss sole and exclusive remedyf for breach oft this' Warranty. The Software contains third party assessments for use by the CUSTOMER. ACT has no proprietary claim on these assessments and therefore disclaims any and alll liability, including any express or implied warranties, whether oral or written, for such third-party assessments. The customer acknowledges that no 4.2 Professional Services Warranty. For any Professional Services provided, ACT warrants that the services will be performed with that degree of skill andj judgment normally exercised by recognized professional firms performing the same or substantially similar services, and that if any! Professional Services are nots so performed: andi ifyour notify ACTinwriting withinthirty (30) days after thep provision of the particular Professional Service that the services are not performed properly, ACT will re- perform such services at no charge to you (the "Professional Services Warranty"). Your sole and exclusive remedy of any breach of this Professional Services Warranty is for ACTto re-perform such 4.3 No other Warranties. ACT makes no other warranties, whether express, implied, or statutory regarding or relating to the software or the documentation, or any materials or services furnished or provided to Customer under this agreement, including support. ACT specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the software, documentation and: said other materials and services, and with respect to the use ofany 4.4 Virus Protection. ACT uses virus protection scanning software tos scani the Software and tot the! best of ACT'sknowledge. as of the! Effectivel Date, the Software, when accessed, does not contain or otherwise introduce any computer virus or any harmful or destructive code which could damage or harm your computers; however, ACT cannot guarantee that benign or harmful viruses or other malware willr not 4.5 Decision Making. The Customer acknowledges that the Software does not constitute or replace any form ofp professional advice (including without limitation, medical, financial, or legal advice), nor does itr replace decision-making. The Customer and its end users are responsible for making all required verifications to ensure the soundness and accuracy of the suggested findings. The Customer agrees and understands that outputs from the use of the! Software are dependent on the quality, accuracy, representativeness, and integrity of the data that the Customer inputs ini the Software, and that ACT does not have any control over, and is not responsible, for such inputs. The Customer agrees and representations have beenr made. services. of thet foregoing. enter your computers or systems. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL 32563 August 2024 1-888-549-9880 Page 5 of16 MTINNOVATIONS anequhwantcompery understands that ACT is not liable for any decisions resulting from the use of the Software or any outputs from the Software. 5.PERSONALI INFORMATION: 5.1 In the event that your (or your users') use of the Software currently or in the future involves the transmitting, uploading, downloading, storage, management, manipulation or other use of personal information, you agree tot thet following provisions: Yous shall maintain as confidential any Personal Information. li. You covenant that you have, as of the Effective Date become and currently are HIPAA (as applicable) compliant and shall maintain compliance and/or certification under the HIPAA and other relevant and applicable standards relating to electronic transaction processing and personal healthcare information existing as of thel Effectivel Date and as promulgated thereafter. iil. Ify you are de-certified, havey your compliance proof expire or are threatened with de-certification, you shallr notify ACTinv writing within ten (10) days of such de-certification or threat thereof. 5.2 ACT shall use commercially reasonable technical, organizational, and administrative data security measures designed to maintaini the: security and confidentiality of your Personal Information entered intot the Software, but ACTis not liablet for the confidentiality of any! Personal Informationint thee event of unauthorized access, theft or use of such Personal Information, either by you, your users, or by third parties who access: such Personall Information throughy your systems or unauthorized use of your login credentials, otheri thant tot the extent duet tot thei negligence of ACT or its representatives, agents, or contractors, in breach of ACT's obligations under this Agreement. 6.CUSTOMERDATA 6.1 In connection with the Software and any related services provided by ACT, ACT may collect and maintain data andi information provided by you, your customers, and users (collectively, "Customer Data"). As between ACT and you, all Customer Data shall! be and remain owned by you and be your property. ACT shall maintain the aspects of all Customer Data that identify an individual as confidential. All third parties authorized by ACT which may have access to Customer Data shall be under obligations of confidentiality to maintain the Customer Data as confidential. 6.2 USE OF CUSTOMER DATA. ACT shall have the right to use Customer Data in connection with ACT's business, provided that such data shall be Anonymized or aggregated: such that Personal Information has been de-identified: sot that one could not! link anonymizedi information! back to: a specifici individual ("Anonymized Data"). "Anonymize" means to either (1) irreversibly process Personal Information in such a way that the data can no longer be attributed to a specific individual, or (2) to process such information in such a way that the data can no longer be attributed to a specific individual without the use of additional information, and where: such additional information isk kept separate and under adequate security to prevent unauthorized re-identification of a specific individual. All such Anonymized Data shall be the sole property of ACT. ACT may use, disseminate, share, or transfer Anonymized Data or any portion thereof in any way ACT chooses. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 6 of16 MEINNOVATIONS enequvantcomgary 6.3 ACTDATA. ACT may: also collect data andi informationi inc connection with thes service that ACT provides generally (but not including Customer Data) through its services ("ACT Data"). You acknowledge and consent that the Software may communicate (e.g., via an outbound or inbound call using SSL) with ACT's servers (which may be hosted by at third-party service provider): ands support personnel, or vice versa, to communicate diagnostic, event logs, support, licensing, compliance, and other information (whichi isi includedi int the definition of ACTI Data). Some communication: may! be done automatically by the Software without your needing to be involved, other communication may be at your initiation (e.g., uploading logs) or initiated by ACT. All: such ACTData: shall be the: sole property of ACT. 7.Confidentiall Information: 7.1 Each party agrees that all code, inventions, know-how, business, technical and financial information itobtains ("Receiving Party")from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by ACT (or its agents), performance information relating to the Software, and the terms of this Agreement shatl be deemed Confidential Information of ACT without any marking or further designation except as such disclosure is required by FOIA requirements. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d)i isi independently developed by employees of thel Receiving Party whol had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but onlyt tot ther minimum extentr required to comply with such regulation or order andv with advance notice tot thel Disclosing! Party). Thel Receiving Party acknowledgest that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. The obligations under this Section 7 shall, with respect to Confidential Information, continue for a period of two (2) years after disclosure and, with respect to anyi information considered by and treated as a trades secret by thel Disclosing Party, continue untilt thet trade secret status has been! lost. 8.1 Indemnification: 8.1 Infringement. Subject to your compliance with the terms of this EUA, ACT shall indemnify and hold harmless you and your officers, directors, employees and agents from and against all third party claims, tot the extent such claim alleges that the Software (in each case: as providedl by ACT) infringes any copyright, U.S. patent right, trade secret right, or other intellectual property right provided, however, that you must comply with the following terms: ACT must have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient time for ACT to respond without prejudice); (i) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (ii) all reasonable necessary cooperation by you. Int the event that the Softwarei is, or in ACT's sole opinion is likely to be, enjoined or subject to a claim due tot thet type ofi infringement describedi int this Section 6, ACT, at its optiona ande expense, may (a)r replace the Software with functionally equivalent non-infringing Software or (b) obtain a license for your Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL 32563 August 2024 1-888-549-9880 Page 7of1 16 METINNEVATIONE enequiventcompany continued use oft the Software, or, ifthef foregoing alternatives are notr reasonably: availablet to ACT (c) terminate this EUA andi refund ap pro rata amount, as determined by ACT, of the purchase price oft the Software and Hardware. Notwithstanding the above, ACT shall have no liability for any infringement claimv which: ( pertains to any Software that has beena altered or modifiedv without ACT'sp prior written approval; (in)i ist based on use oft the Softwarei inc conjunction witha anyi item not provided by ACT, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided byA ACT;( (ili) pertainst toa anyunauthorized use oft the Software; (iv) pertains to: ant unsupported release of the Software; or, (v) pertains to any Open Source Software or other third party code provided with the Software. THIS SECTION SETS FORTH ACT'S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITHI RESPECTTO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. 9.Limitation ofl Liability: 9.1 IN NO EVENT WILL ACT OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS (OTHER THAN THOSE CONTAINED IN THE SOFTWARE), INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE, EVEN IF ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL ACT'S OR ITS LICENSORS TOTAL LIABILITY FOR ANY PRODUCTS OR SERVICES COVERED UNDER THISI EUA, EXCEEDTHE FEES PAIDE BYY YOUE FOR' THE: SERVICES DURING THE TWELVE (12) MONTHSI IMMEDIATELY PRIOR TOT THE EVENT WHICHDIRECTLY CAUSED THEI DAMAGES 9.2 The disclaimers andl limitations set forth above int this Section will apply regardless of whether orr not you accept the! Software or Hardware or Professional Services. The parties agreet that the limitations specified in this Section will survive any expiration or termination of this EUA and apply even if any limitedi remedy specifiedi int this EUA ist found to havet failed ofi its essential purpose. ALLEGED. 10. Export Compliance: 10.1 Youa acknowledge that the Software is subject to export restrictions by the United States government andi import restrictions by certain foreign governments. You shall not, and shall not allow any third- party! hired or under contract by you, to, remove or export from thel United States or allowt the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (i) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (ii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of anye export or importrestrictions, laws or regulations of any United: States ort foreign agency or authority. 11. Professional. Services: 11.1 Upon request and agreement between the! parties, ACT may provide consulting, training, installation, development, customization, report creation or other services ("Professional Services"). You may order Professional Servicesunderas Statement ofWork( ("SOW")deseribingi thev workt tol be performed, fees and any applicable milestones, dependencies and other technical specifications or related Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 8 of 16 MTIMNOVATIONE enequwantcompany information. Each SOWr must be: signed by both parties before ACT shall commence work under such SOW. If the parties do not execute a separate sOW, the Services shall be provided as stated on the invoice. You will reimburse ACTf for reasonable travel andl lodging expenses as incurred. ACT shall be deemed thes sole owner of any work product created and deliverables (including any documentation, code, Software, training materials or other work product) (collectively referred to as the "Deliverables") delivered pursuant to the Professional Services, whether created solely by ACT or jointly with you or your contractors. Subject to your full payment of any and all fees pursuant tot the applicable SOW,ACTE grants toy yout thel limited, nontransferable rightt tou usea any Deliverables delivered as part of the Professional Services solely in connection with your permitted use of the Software, subject to all the same terms and conditions as apply to your Software license (including the restrictions set forth in Section 1), and: subject to any additional terms and conditions provided with thel Deliverables. 12. General: 12.1 This EUAist the entire agreement between you: and/ ACT relatingt toi thel license and use oft the Software and relating tot thel Professional Services. This EUA supersedes all prior ACT end user agreementsi for the Software andi fora any Professional Services.. ACT mayt terminatet thisE EUAL upon your breach ofa any term containedI herein. Upont termination, yous shall cease use of, uninstall orr render inoperable, and delete destroy all copies of the Software. Thec disclaimers of warranties and damages and limitations on liability shall survive termination. No provision of any purchase order or other business form employed by you will supersede the terms and conditions of this EUA, and any such document relating to this EUA shall be for administrative purposes only and shall have no legal effect. The parties tot this EUA are independent contractors with respect to onea another. Therei ist no relationship ofp partnership, joint venture, employment, franchise, or agency created hereby betweeni thep parties. Neither party willl have the power to bindt the other or incur obligations on the other party's! behalf without the other party'sp prior written consent. This document mayr not be changed. Int the event of any conflict with local law, the sole method for changes to EUA language are the incorporation of overriding texti in an Agreement or as separate EUA Amendment. 13. Governing Law;. Jurisdiction and' Venue: This Agreement shall be governed byt thel laws oft the! State of Delaware 14. Insurance:. ACTI maintains industry standard insurance and can provide a certificate ofi insurance upon request. NOW, THEREFORE, the Parties have indicated their execution of this Agreement by ACT providing the Quotation above and the Customer either signing the Quotation or providing. ACTwitha ap purchase order that correspondswith andi the United! States without regard to conflicts of laws provisions thereof. the provided Quotation. Advanced Computer Technologies LLC. 1333 College Pkwy; #111, Gulf Breeze, FL32563 August 2024 1-888-549-9880 Page 9 of 16 MEINNOVATIONS anequivantcompany EXHIBITA A Support Services 1.1 ACT, ori its agents, shall provide support services as described int this Exhibit A( ("Support Services")for the Software. The CUSTOMER will have access to ACT's support services during normal business hours (8:00A AM.-5:00P.M., E.S.T.), Monday through Friday, excluding published holidays ("Support Hours"). Thei initialt termi for the provision of Support Services will be concurrent with thet term oft the ACTI license as set forthi ini thel EUA. 1.2 ACT will provide thet following Support Services tot the CUSTOMER: 1.2.1 Correction of confirmed defects in the Software, based upon deviations from documented software functionality; 1.2.2 Documentation updates via published Release Notes; 1.2.3 Assistancel in resolving issues with! Software. 1.3 Response Times and Availability. The Customer Care Department is the primary means of communication between the CUSTOMER and ACT regarding all ACTsoftware! issues. Customer Care provides ther most efficient means tot track, manage, and resolve all ACT software issues. The following table provides information on ACT's categorization ofi issues. PvV Urgent Giern Issuer resultsi inb broad disruption or degradation ofp production environment services (noto caused! byt the Customer'sh hardware ore environment). causinga -Acorel business function isp preventedf from! being carried out; or -Ani issuer resultsi inac disruptiono or degradation forr multiple corel business functionst thata affect onec ori morec oft the Customer'sbusiness: groups. Extremely Severe severel business impact tot the Customer, andf forwhichnoaceptable Business Impact workaround exists, includingv where: High Impact Ane error or Softwarei issuer related to: ac core: system orl business function that intended use oft thes software buta allowing processingt to continuei inarestricted manner, andi for whicht thereisnoknownsystemworkaround. Serious Business causes a serious! business impact tot the Customer byi impedingt the normal Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 10 of16 METINNOVATIONS anequiventcompery Normal Moderate Asofiwareoperational: errorr relatedt toa a core system orl businesst function that causesamoderatei tol low! business impactt tot the Customer buto does noto causea seriousi impediment tot ther normali intended use oft thes software, andf forv whicha ystemfunctionalityl isl largely correct exceptf forr minor display or cosmetic errors withnon-core functions oft the softwaret thato causes little or nol business impact tot the Customer. Includes requests for documentation: changes or corrections. Business Impact system workaround maye exist; or questions abouth thowt tou uset thea application. Low Little or No Business Impact 1 1.3. Response Time. ACT will respond as quickly as possible to each request, but uses the response time targets for Average First Reply Time, during the defined hours of operation, provided int thet table below. First Reply Time is defined as thet timei it takes an ACT Customer Care Agent to respond to CUSTOMER's request for assistance. ag SRGTY meEe 1hour Bbusinesshours 2business days 2business days MOXXXAMANEEREN As soon as possible, but no morei than 24! hours (Noti including development or release time) (Noti including developmentorrelease: time) Mutually agreed time ors scheduledi for future Urgent High Normal Low 481 hours 5business days release 1.3.2 Resolution Time. Resolution time will vary depending on the severity and complexity oft the reported problem. Resolution timei is defined as thet time it takes ACT to sufficiently remedy the problem or return the system to operational: status. Resolution may meani thata at temporary fixl has been provided to correct a problem until a permanent solution can be delivered. Average Resolution Time targets are provided ini the tabie above. Elapsed time for development efforti is noti includedi in Resolution time. 1.4 Exceptions. 1.4.1 Inquiries related to interpretation of results or configuration decisions based on CUSTOMER policies and/or procedures are NOT included in the Support Services. 1.4.2 ACT will provide the Support Services only for the most current release and the immediately preceding major release of the Software. ACT may elect to cease supporting a platform upon twelve (12) months' notice to the CUSTOMER. ACT shall have no responsibility under this Advanced Computer Technologies LLC. 1333 College Pkwy; #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 11 of16 METIMNOVATIONE mneguwantcompany Agreement: tot fix any errorsint the Software arisingo out of orr related tot thef following causes: (a)t the CUSTOMER's modification or combination of the Software (in whole or in part), (b) use of the Software in an environment other than any hardware and operating system platform which ACT supports for use with the Software ("Supported Environment"); or (c)! hardware problems. 1.5 ACT will provide updates for the Software as and when developedi for general release at ACT'ssole discretion. 1.5.1 ACT hosted CUSTOMER's will request the software update to be performed and will approve the modifications necessary tot thea activel Test/Production environments when an updatei isr required.ACT will perform the: software update within its hosted environment upon approval. Documentation will ber made availablei toi informi the CUSTOMER ofs software modifications. 1.6 The CUSTOMERI isr responsiblet for undertaking the proper supervision, control: andr management ofi its use of the Software, including, but not limited to: (a): assuring proper Supported Environment configuration, Software installation and operating methods; and (b)f following industry standard procedures for thes security of data, accuracy of datai inputs and outputs, and back-up plans, including restart andr recoveryi int the event of hardware ors software error or malfunction. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 12 of16 METINNOVATIONS nequivantcompany EXHIBITB ACTHosting! Services ACT utilizes the AWS GovCloud platform for all hosted services. The general scope of services addressed by this Agreement includes the operation, maintenance, and support of the: Application and Database hosted under this agreement Database security Database Backup services, with retention Data Center server operation. Amazon' Web Services Servicel Level Agreement Amazon' Web Services (AWS) ist the! hosting provider for ACT's hosting services. AWS provides secured data centers within the United States, server hardware, scheduled maintenance services, replication options, back-up utilities AWS will use commercially reasonable efforts to maket the services eacha available for each AWS region with a Monthly Uptime Percentage of at least 99.99%. This Service Commitment stipulates that major routing devices within the AWS operated data center andi internal network are reachable from the United! States internet 99.99% of thet time. AWS's! hosting SLAI includes exclusions for scheduled maintenance, malicious attacks, andl legal ands service utilities neededi for monitoring and penetration testing. actions that mayi impact network uptime. Amazon SLAI Exclusions The Service Commitment does nota apply to any unavailability, suspension ort termination ani included service, or any other service performance! issues: (i) caused by factors outside of Amazon's reasonable control, including any forcer majeure event or Internet access ori related problems beyond the demarcation point of the applicable Included service; (i)t thati result from any actions ori inactions of CUSTOMER or any third party, including failuret to acknowledge: ar recovery volume; (ii) that result from CUSTOMER'S equipment, software or other technology and/ori third party equipment, software or other technology (other than third party equipment within Amazon's directc control); or (iv) arising from our suspension ort termination of CUSTOMER'SI right to use the applicable servicei in accordance with this Agreement. Ifa availability isi impacted byf factors other thant those usedi in Amazon's Monthly' Uptime Percentage calculation, then Amazon mayi issue as service credit considering suchf factors at their discretion. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 13 of16 MEINNOVATIONE ACT Scope of Services anequantcompary All of the services, functions, processes, and activities described below will be collectively describeda as the "Hosting Services" for purposes oft this Agreement. Application Application refers tot the CUSTOMER'S software licensed from ACT pursuant to the Software License Support Software includes the operating system, utilities, database software, monitoring services and necessary licenses required to operate the Application: andi is provided by ACT as part oft the scope. Monitoring includes Maintenance and Performance monitors on! bandwidth access (connectivity), server upt time and processing stability, unauthorized access, and! back door Agreement. The Application! is hosted by ACT pursuant tot this Agreement. II. Support Software attacks. III. Backups Thel Production Database willl be backed up as outlined here: Full back-up of Production and Test databasei files executed nightly. Minor version updates are executed each Saturday at 2:30AMEST. not configured for full transaction logs.) Backups are physically storedi int thea assigned AWS data center. Backup files are retained for 14 calendar days. Transaction log! back-up of Production database files executed every 51 minutes. (Test databases are Ani image of all data and backup drives are: securely transferred daily at 6:00AM EST to: an encrypted storage volume locatedi in as second: storage location withini the assigned data center. All backupi files are: stored electronically, on approved servers. No other media is used to backup, store, ors secure offsite backups. IV. Maintenance Schedule Maintenance is scheduled and delivered by ACT technical engineers. Maintenance refers tot the maintaining of all ACT hosts servers that house application software and databases. Hosted: servers may not be availablet tot the CUSTOMER during regularly scheduled maintenance windows; maintenance Thei first Sunday of every month from 9PM to 12PMI EST (Windows and Security Updates). activates are mandatory. The ACT maintenance schedule is set asf follows: Hours of System Operations The Application will be accessible and available to the CUSTOMER. and capable of normal operating functions 24 hoursac day, seven days a week, except for periods of Scheduled Maintenance and previously approved outages communicated! byt thel hosting provider. ACT will not! be responsible for inaccessibility arising from communications problems occurring anywhere beyond the ACT production server: side of ther router resident att the AWS Data Center. Compliance! Status August 2024 Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 1-888-549-9880 Page 14 of16 METINNGVATIONE neqiventcompeny AWS GovCloud (US) allows customers: att thes state, local andi federall levelt toa adheret tol ITAR, FedRamp/FISMA High and DoD: SRG impact levels 2, 4a and 5. AILAWS published complaneycertications can be referenced directly at: toslwaamaoncomcem/omplaneppsans Customer Responsibilities The CUSTOMER isi responsible for: Assigning: aj primary anda alternate CUSTOMER representative to coordinate all communications: and activities relatedt to ACT hosting services. These representatives should be authorized decision-makersy with Providing user identification data and determining the appropriate security profile for each user: account within the: software application. CUSTOMER will control security at the Application level within alll hosted Allp printing activities. No printj job will print at thel Data Center and all physical printing requirements will bel handled by the CUSTOMER. This includesi the purchase andi installation of printers at CUSTOMER'S sites Installing, operating and maintaining all workstation software (and CUSTOMER'SL LAN, existing data communications configuration, hardware, or software required att the CUSTOMER'S: site) except as otherwise stipulated int the Scope of Services. ACTI network: and network responsibilityi includes the data center hardware configuration (servers, routers) tot thel boundary oft the CUSTOMER network. Internet bandwidth and uptime fromt the CUSTOMER'S entry point (physical location/s) is ther responsibility oft the Requesting ands scheduling alls software release upgrades with ACT technical staff. Thisi must be performed aminimum of once per contract yeari in order to maintain compliance with ACT's! End ofl Life Software Testing application upgrades and/or application fixes applied by ACT to Applications used by. CUSTOMER. CUSTOMER will test all software release updates and fixes prior to their introduction tot the CUSTOMER's Production environment within a mutually agreed upont timet frame., Approval to altert the hosted test and appropriate technical capabilities. environments. for the Application being utilized as defined in the Scope of Services, CUSTOMER. Policy. production environments isr required byt the CUSTOMER. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL32563 August 2024 1-888-549-9880 Page 15 of16 METINNOVATIONE eneguwantcompany The following pertains to all CUSTOMER systems hosted by ACT: 1. - Confidentiality, Integrity, Availability (CIA) a. ACT shall protect the Confidentiality, Integrity, and Availability (CIA) of all CUSTOMER Data ensuring extral levels of security. All CUSTOMER information must remain private and permit redaction of protected information' before publication. Audit trails cannot be altered. 2. Breach Notification a. ACT agrees that upon discovery of unauthorized access to CUSTOMER Data, ACT shall notify CUSTOMER both orally andi in writing. In no event shall the notification! be made more than forty- eight (48) hours after ACTI knows orr reasonably suspects unauthorized. access has or may have occurred. Int the event of as suspected unauthorized access, ACT agrees to reasonably coordinate with CUSTOMER toi investigate the occurrence. 3. Data a. AIICUSTOMER data will remain ini the 48 contiguous states. b. CUSTOMER: shall not obtain any ownership rights, title ori interest int the software, hardware or systems developed ore employed by ACT inj providing Services under thel EUA. ACT shall not obtain any ownership rights, title, or interest to CUSTOMER'S data files. Upone expiration or termination oft the EUAI for any reason, ACT agrees to provide CUSTOMER with a copy of CUSTOMER'S datai filesi if requested, as they exist at the date of expiration or termination. Nothing contained hereini is intended to modify the CUSTOMER'S rights under any separate license agreement between Ifthe CUSTOMER requests assistance witht the datai transfer, ACT will provide a quotation fors such services ati thet then current hourly rate. All services willl be providedunder: an agreed upon statement CUSTOMER: and ACT. of work executed by both Parties. Advanced Computer Technologies LLC. 1333 College Pkwy #111, Gulf Breeze, FL: 32563 August 2024 1-888-549-9880 Page 16 of16