HomeMy WebLinkAboutP-24-361 JUMP Technology Services.pdf 7/5/24, 11:47AM AGREEMENT NUMBER P-24-361 (2024.07.05]Contract Terms:Order ID 6647 Page 1 of 15
JUMP TECHNOLOGY SERVICES,LLC.
ENTERPRISE SUBSCRIPTION AGREEMENT
AGREEMENT#: P-24-361
EFFECTIVE DATE: July 1, 2024
EXPIRATION DATE: June 30,2027
This agreement is made between JUMP Technology Services,L.L.C.(hereafter referred to as JUMPTechnology Services)and
Fresno County DSS Adult Services(hereafter referred to as Customer)and will become effective upon execution and will
continue in effect until the services provided for herein have been performed or until terminated as provided herein.Each of
JUMP Technology Services and Customer may be referred to herein individually as a"Party"and together as the"Parties."This
Agreement,including the Schedules,supersedes all prior proposals,negotiations,and communications,oral or written,between
the parties with respect to the subject matter hereof,no modification or amendment to this Agreement shall be binding unless in
writing and signed by representatives of both parties.This Agreement may be executed in any number of counterparts,each of
which shall be an original,and such counterparts together shall constitute one and the same instrument.Execution may be
affected by delivery of email or facsimile of signature pages,which shall be deemed originals in all respects.
All Customer orders must be made by properly submitting completed Schedules signed by Customer and JUMP.All Schedules
shall refer to this Agreement by number and will incorporate the terms of this Agreement.
The term of this agreement shall be from 07/01/2024 through 06/30/2027.The maximum amount of this contract shall not
exceed$143,173.52.
Schedules
Schedule A: Definitions
Schedule B: Service Level Agreement
Schedule C: Training
Schedule D: Statement of Services
Schedule E: Certificate of Insurance
1 DEFINITIONS
Bolded terms used herein but not defined,have the meaning set forth in Schedule A.
2 LICENSED SOFTWARE
2.1 CUSTOMER will receive a personal,nonexclusive,and nontransferable license to use the Licensed Software and
related documentation during the term designated on this Agreement.
2.2 Except for the rights expressly granted herein,this Agreement does not transfer from JUMP Technology Services to
CUSTOMER any intellectual property and/or developed technology,and all right,title,and interest in and to such
property/technology will remain solely with JUMP Technology Services. CUSTOMER shall supervise and approve access for
all Authorized Users of the Licensed Software and shall prevent unauthorized access and use of the Licensed Software.
CUSTOMER may not use any component of the System to provide services to third parties as a service bureau or data
processor.
3 SERVICES
This Agreement sets forth the terms and conditions under which JUMP Technology Services agrees to provide(i) certain hosted
"software as a service"("Subscription Services")for certain software applications(each such application together with any
applicable documentation thereto,and programming and user interfaces therefore,a"Platform")to Authorized Users,as
further set forth on each order form("Order Form")and(ii)if applicable,all other implementation services,customization,
integration,data import and export,monitoring,technical support,maintenance,training,backup and recovery,and change
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management("Professional Services"together with Subscription Services,the"Services")related to CUSTOMER's access
to,and use of,such Subscription Services and each Platform,as further set forth on each statement of services("Statement of
Work")issued hereunder(Order Forms and Statements of Professional Services are sometimes referred to jointly as a
"Statement of Services").
3.1 Platform.During the term set forth in this Agreement,JUMP Technology Services shall provide CUSTOMER(a)a non-
exclusive,non-assignable,limited right to access and use the Platform during the Term,solely for CUSTOMER's internal
business operations and subject to the terms of this Agreement and schedules;and(b)Software support as set forth in Schedule
D.
3.2 Subscription Services.Each applicable Order Form shall specify and further describe the Subscription Services to be
provided in accordance with the representations and warranties set forth herein,and shall identify,each applicable Platform,
user limitations,fees,subscription term and other applicable terms and conditions.For Licensed Software,JUMP Technology
Services shall provide the Support Services as set forth in Schedule D.
3.3.Professional Services.Unless otherwise stated,Professional Services shall be performed on a time and materials basis at
JUMP's standard rates.
3.4 Changes to Platform.JUMP Technology Services may,in its sole discretion,make any changes to any Platform that it
deems necessary or useful to maintain or enhance(a)the quality or delivery of JUMP Technology Services'products or services
to its CUSTOMERs,(b)the competitive strength of,or market for,JUMP Technology Services'products or services,(c)such
Platform's cost efficiency or performance,or(ii)to comply with applicable law.
3.5 CUSTOMER Responsibilities.CUSTOMER shall approve access for all Authorized Users to the Platform and shall
prevent unauthorized access and use of the Platform and licensed software.CUSTOMER shall not and shall ensure that its
Authorized Users do not:(i)sell,resell,lease,lend or otherwise make available the licensed software to a third-party;(ii)
modify,adapt,translate,or make derivative works of the licensed software;or(iii)sublicense or operate the licensed software
for timesharing,outsourcing,or service bureau operations. CUSTOMER will maintain sufficient bandwidth and network
connectivity for the operation of the licensed software and subscription services and shall have sole responsibility for
installation,testing,and operations of CUSTOMER facilities,telecommunications and internet services,equipment,and
software upon CUSTOMER's premises necessary for CUSTOMER's use of the licensed software.CUSTOMER will pay all
third-party access fees incurred by CUSTOMER to access and use the Platform and licensed software.
4 PLATFORM ACCESS AND AUTHORIZED USER
4.1 Administrative Users.During the configuration and set-up process for each Platform,CUSTOMER will identify an initial
administrative user account which will be configured by JUMP Technology Services account during initial implementation.
CUSTOMER will be responsible for creating CUSTOMER's additional administrative accounts. JUMP Technology Services
will maintain its administrative accounts to assist CUSTOMER in support of its service level agreement.
4.2 Authorized Users.CUSTOMER may allow such a number of CUSTOMER's employees and/or independent contractors as
is indicated on Schedule D to use the applicable Platform on behalf of CUSTOMER as"Authorized Users." Authorized
User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User.
Newly Authorized Users must have their own account and unique email address. CUSTOMER will be responsible for
monitoring active licensed users and inactive accounts that should no longer have access to the Platform. CUSTOMER will be
responsible for requesting the next license level to add more licenses to this Agreement as needed. JUMP Technology Services
audits licensed users monthly and will notify CUSTOMER via the CUSTOMER Portal if CUSTOMER exceeds their contracted
license limit. If CUSTOMER does not right the overage within 30 business days,JUMP Technology Services will send an
invoice for the additional licenses that are being used.
4.3 Authorized User Conditions to Use.As a condition to access and use of a Platform each Authorized User shall agree to
abide by the terms of use laid out in this Agreement.
4.4.Account Responsibility.CUSTOMER will be responsible for(i)all uses of any account created by CUSTOMER or created
by JUMP Technology Services at CUSTOMER's written request,regardless of CUSTOMER's knowledge of such use,and(ii)
securing its passwords(including but not limited to administrative and user passwords)and files.JUMP Technology Services is
not responsible for any losses,damages,costs,expenses or claims that result from stolen or lost passwords of CUSTOMER user
accounts. CUSTOMER shall also ensure that each Authorized User uses their own unique login and password when they log
into the Platform.
5 ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
5.1 Software Restrictions.CUSTOMER will not,nor permit or encourage any third party to,directly or indirectly(i)reverse
engineer,decompile,deconstruct or otherwise attempt to discover or derive the source code,object code or underlying structure,
ideas,know-how or algorithms relevant to the Platform,Software(ii)modify,translate,or create derivative works based on a
Platform or any Software;(iii)use a Platform or any Software for timesharing or service bureau purposes or other computer
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service to a third party;(iv)modify,remove or obstruct any proprietary notices or labels;or(v)use any Software or a Platform
in any manner to assist or take part in the development,marketing or sale of a product potentially competitive with such
Software or Platform.Software and the Services are the Confidential Information of JUMP Technology Services.
5.2 CUSTOMER Compliance.CUSTOMER shall use,and will ensure that all Authorized Users use,each Platform,
Software,and the Services in full compliance with this Agreement and all applicable laws and regulations.CUSTOMER
represents and warrants that it(i)has accessed and reviewed any terms of use or other policies relating to the Platform and
licensed software provided by JUMP Technology Services,(ii)understands the requirements thereof,and(iii)agrees to comply
therewith.JUMP Technology Services may suspend CUSTOMER's account and access to each Platform and Services at any
time and without notice if JUMP Technology Services reasonably believes that CUSTOMER is in violation of this Agreement.
Although JUMP Technology Services has no obligation to monitor CUSTOMER's use of a Platform,JUMP Technology
Services may do so and may prohibit any use it believes may be(or alleged to be)in violation of the foregoing.
5.3 Cooperation.CUSTOMER shall provide all cooperation and assistance as JUMP Technology Services may reasonably
request to enable JUMP Technology Services to exercise its rights and perform its obligations under,and in connection with,
this Agreement,including providing JUMP Technology Services with such access to CUSTOMER's premises and its
information technology infrastructure as is necessary for JUMP Technology Services to perform the Services in accordance with
this Agreement.
5.4 Training and Education.CUSTOMER shall use commercially reasonable efforts to cause Authorized Users to be,at all
times,educated and trained in the proper use and operation of each Platform that such Authorized Users utilize,and to ensure
that each Platform is used in accordance with applicable manuals,instructions,specifications,and documentation provided by
JUMP Technology Services. CUSTOMER shall be responsible for entering a help desk ticket when one-on-one new user
training is needed.
5.5.CUSTOMER Systems.CUSTOMER shall be responsible for obtaining and maintaining—both the functionality and
security of—any equipment and ancillary services needed to connect to,access or otherwise use each Platform,including
modems,hardware,servers,software,operating systems,networking,web servers and the like.
5.6 Restrictions on Export.CUSTOMER shall not to transfer,or authorize the transfer of,the Licensed Software to a prohibited
country or otherwise in violation of any such restrictions or regulations.
6 CONFIDENTIALITY
6.1 Confidential Information.With respect to Confidential Information of the Disclosing Party,the Receiving Party agrees to:
(i)use the same degree of care to protect the confidentiality,and prevent the unauthorized use or disclosure,of such
Confidential Information,that it uses to protect its own proprietary and confidential information of like nature,which shall
not be less than a reasonable degree of care,(ii)hold all such Confidential Information in strict confidence and not use,sell,
copy,transfer reproduce,or divulge such Confidential Information to any third party,(iii)not use such Confidential
Information for any purposes whatsoever other than the performance of,or as otherwise authorized by,this Agreement.
6.2 Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
necessary to comply with a court order or applicable law;provided,however that the Receiving Party delivers reasonable
advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such
Confidential Information,in whole or in part.
6.3 Remedies for Breach of Obligation of Confidentiality.The Receiving Party acknowledges that breach of its obligation of
confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or
adequately compensated by recovery of monetary damages.Accordingly,in the event of any violation,or threatened violation,
by the Receiving Party of its obligations under this Section,the Disclosing Party shall be entitled to seek injunctive relief from a
court of competent jurisdiction in addition to any other remedy that may be available at law or in equity,without the necessity of
posting bond or proving actual damages. Disclosing Party has the right to terminate this Agreement upon discovery of such
breach.
7 PROPRIETARY RIGHTS
7.1 Ownership.CUSTOMER shall own all right,title,and interest in and to the CUSTOMER Data. JUMP Technology
Services shall own and retain all right,title,and interest in and to(i)each Platform,Software and the Services and all
improvements,enhancements,test scripts,documents,or modifications thereto,(ii)any software,applications,inventions,or
other technology developed in connection with the Services,and(iii)all intellectual property and proprietary rights in and
related to any of the foregoing.JUMP Technology Services shall grant to CUSTOMER a non-exclusive,non-transferable
license to use the Platform only for CUSTOMER's own internal purposes in connection with the Licensed Software and
Services.
7.2 CUSTOMER Data and Vendor Information License.CUSTOMER hereby grants to JUMP Technology Services a non-
exclusive,transferable,sublicensable,worldwide and royalty-free license to use and otherwise exploit(i)CUSTOMER Data to
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provide the Services to CUSTOMER hereunder and as necessary or useful to monitor and improve a Platform,Software,and
the Services,both during and after the Term.For the avoidance of doubt,JUMP Technology Services may use,reproduce,and
disclose Platform-,Software-and Services-related information,data and material that is anonymized,de-identified,or
otherwise rendered not reasonably associated or linked to CUSTOMER or any other identifiable individual person or entity for
product improvement and other lawful purposes,all of which information,data and material will be owned by JUMP
Technology Services. CUSTOMER acknowledges that it will not have access to CUSTOMER Data through JUMP Technology
Services or any Platform following the expiration or termination of this Agreement except as provided in Section 9.4.
7.3 Aggregated Statistical Information.JUMP Technology Services owns the aggregated and statistical data derived from the
operation of the Platform,including,without limitation,the number of records created by the Platform,the numbers and types
of transactions,configurations,and reports processed and the performance results("Aggregated Statistical Information").
Nothing in this agreement shall be construed as prohibiting JUMP Technology Services from utilizing the Aggregated Statistical
Information for purposes of providing or improving its services,bench marking service performance,preparing statistics and
system metrics,and marketing;provided however,that JUMP Technology Services'use of Aggregated Statistical Information
does not disclose any information that is related to an identified or identifiable individual and has been provided by
CUSTOMER within the Platform("CUSTOMER Data")to any third party.
7.4 No Other Rights.No rights or licenses are granted except as expressly set forth herein.
8 FEES&PAYMENT
8.1 Fees.CUSTOMER shall pay all fees set forth herein and laid out in Schedule D.
8.2 Payment.JUMP Technology Services may choose to bill through an invoice,in which case,full payment for invoices issued
in any given month must be received by JUMP Technology Services thirty(30)days after the mailing date of the invoice,or
received date if sent electronically,unless otherwise specified on the applicable Order Form.Invoices that are more than
fifteen(15)days past due shall be subject to a finance charge at a rate of one percent(I%)per month or the maximum
permissible legal rate.CUSTOMER shall also be liable for any attorney and collection fees arising from JUMP Technology
Services'efforts to collect any unpaid balance of CUSTOMER.If CUSTOMER's undisputed invoices are thirty(30)days or
more overdue,in addition to any other rights and remedies(including termination),JUMP Technology Services may suspend
the Services without liability until all issues are resolved.
Invoices shall be sent to:
Payments shall be made to:
JUMP Technology Services
P.0.Box 3452
Edmond,OK 73083
8.3 Payment Disputes.If CUSTOMER believes that JUMP Technology Services has billed CUSTOMER incorrectly,
CUSTOMER must contact JUMP Technology Services no later than forty-five(45)days after the mailing date of the invoice,or
received date if sent electronically,in order to receive an adjustment or credit. Inquiries should be directed to JUMP
Technology Services'CUSTOMER support department or the applicable Account Manager.
8.4 No Deductions or Setoffs.All amounts payable to JUMP Technology Services hereunder shall be paid by CUSTOMER to
JUMP Technology Services in full without any setoff,recoupment,counterclaim,deduction,debit or withholding for any reason
except as may be required by applicable law.
8.5 License Overage.JUMP Technology Services reserves the right to audit CUSTOMER's use of the Platform. If
CUSTOMER's use is greater than contracted,CUSTOMER shall be invoiced for any licenses used above the amount set forth
herein.If any increase in fees is required,CUSTOMER shall also pay the expenses associated with the audit.
8.6 Taxes.CUSTOMER shall pay all shipping charges,as well as any taxes,fees or costs imposed by any governmental body
arising as a result of this Agreement.JUMP Technology Services shall be responsible for taxes on its net income.
9 TERM AND TERMINATION
9.1 Term.This Agreement shall remain in effect until its termination as provided below(the"Term").The term of each
Statement of Services shall begin on the applicable"Services Effective Date"and continue until all Services expire or are
terminated in accordance with this Agreement.
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9.2 Termination.JUMP Technology Services may terminate this Agreement upon written notice to CUSTOMER if no Statement
of Services is in effect.In addition to any other remedies it may have,either party may also terminate this Agreement upon
written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to
cure such breach within thirty(30)days or as agreed upon by both parties after receipt of written notice of such breach from the
non-breaching party.Notwithstanding the foregoing,if CUSTOMER is a state agency or a political subdivision of a state,or a
federal agency or a political subdivision of the federal government,CUSTOMER may terminate this Agreement at any time(i)
for convenience upon ninety(90)days'written notice to JUMP Technology Services,or(ii)if adequate funds to pay JUMP
Technology Services all fees owed hereunder are not appropriated to such CUSTOMER during the Term,unless otherwise
authorized by law;provided,it is expressly agreed that CUSTOMER shall not activate this non-appropriation provision for its
convenience,substation for another procurement system or solution,or to circumvent the requirements of this Agreement in any
way. Furthermore,failure to use the Licensed Software,Services,and Platform or Upgrades thereto in accordance with
Applicable Law is a material breach of this Agreement and cause for termination.
9.3 Effect of Termination.Upon termination of the Agreement,each outstanding Statement of Services,if any,shall terminate
and CUSTOMER shall immediately cease all use of,and all access to,the Subscription Services and JUMP Technology
Services shall immediately cease providing the Professional Services.If(i)JUMP Technology Services terminates this
Agreement pursuant to the second sentence of Section 9.2,or(ii)CUSTOMER terminates this Agreement pursuant to clause(ii)
of Section 9.2,all Fees that would have become payable had each outstanding Statement of Service remained in effect until
expiration of its current term will become immediately due and payable.
9.4 CUSTOMER Data Upon Termination. Upon termination of the Agreement,all CUSTOMER Data retained by JUMP
Technology Services in database files shall be made available to CUSTOMER by a SQL Server database backup file(.bak)for a
period of 60 days after the termination of this Agreement. Thereafter,JUMP Technology Services shall securely destroy
CUSTOMER Data using a method that prevents recovery of the data in accordance with industry best practices for wiping of
electronic media(e.g.NIST SP 800-88rl). All CUSTOMER Data will be rendered unreadable and unrecoverable.
9.5 Survival.Sections[3.1,7.2,7.4,and 9-1]shall survive any termination or expiration of this Agreement.All other rights and
obligations shall be of no further force or effect.
10 WARRANTY AND DISCLAIMER
10.1 Warranties.JUMP Technology Services represents and warrants that it will perform the Professional Services in a
professional and workmanlike manner.Each party represents and warrants that it has the legal power to enter into this
Agreement.Additionally,CUSTOMER warrants that(i)CUSTOMER owns or has a license to use and has obtained all consents
and approvals necessary for the provision and use of all of the CUSTOMER Data that is placed on,transmitted via or recorded
by a Platform and the Services;(ii)the provision and use of CUSTOMER Data as contemplated by this Agreement and each
Platform and the Services does not and shall not violate any CUSTOMER's privacy policy,terms-of-use or other agreement to
which CUSTOMER is a party or any law or regulation to which CUSTOMER is subject to;and(iii)with the exception of social
security numbers,no CUSTOMER Data will include bank routing numbers,credit card or debit card numbers,credit report
information or other information that is subject to international,federal,state,or local laws or ordinances now or hereafter
enacted regarding data protection or privacy,including,but not limited to,the Fair Credit Reporting Act,and the Gramm-Leach-
Bliley Act. Additionally,CUSTOMER warrants that it will not enter data governed by the Health Insurance Portability and
Accountability Act of 1996(HIPAA)unless JUMP Technology Services has indicated in writing in Schedule D—Statement of
Services that the system provided by JUMP Technology Services is offered for the purposes of collecting protected health
information.
10.2 Remedy.CUSTOMER's sole and exclusive remedy for any breach of the warranties set forth herein or in an Order Form
shall be to notify JUMP Technology Services of the applicable non-conformity,in which case JUMP Technology Services shall
use commercially reasonable efforts to correct such non-conformity.Notwithstanding the foregoing,JUMP Technology Services
shall not be responsible for any non-conformity which arises as a result of(a)any act or omission of CUSTOMER,including a
failure to use the System or Services in conformance with the Documentation or Applicable Law;(b)any person(other than
JUMP Technology Services)making modifications to the Platform in any way without JUMP Technology Services'prior
written consent;or(c)any failure of any component of Hardware,Sublicensed Software,or any CUSTOMER-supplied
software,equipment,or other third-party materials.
10.3 No Virus Warranty. JUMP Technology Services warrants that it will provide the Services free of viruses,worms,time
bombs,Trojan horses,corrupted files,or other computer programming routines that are intended to damage,detrimentally
interfere with,surreptitiously intercept,or expropriate any systems,data,personal information,or property of another
("Malicious Code"). This warranty does not extend to CUSTOMER media files.
10.4 Security,Data and Backup Warranty. JUMP Technology Services warrants that JUMP Technology Services will use
commercially reasonable efforts to safeguard and accurately maintain CUSTOMER Data,consistent with industry security
standards and backup procedures. In the event of a breach,JUMP Technology Services shall use commercially reasonable
efforts to correct CUSTOMER Data or restore CUSTOMER Data as quickly as possible,but in any case not to exceed three
(3)business days. This warranty does not extend to any Third-Party Applications or CUSTOMER Data not hosted by JUMP
Technology Services.
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10.5 Warranty of Title. JUMP Technology Services warrants that it is the owner of the Platform or otherwise has the right to
provide the Services as set forth in this Agreement without violating any proprietary rights of any third parties.
10.6 Disclaimer.EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE,JUMP
TECHNOLOGY SERVICES DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS,SOFTWARE OR
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE,NOR DOES JUMP TECHNOLOGY SERVICES MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.FURTHER,JUMP
TECHNOLOGY SERVICES MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES
PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A
PLATFORM,INCLUDING HOSTING AND MAINTENANCE SERVICES,AND ANY CLAIM OF CUSTOMER ARISING
FROM OR RELATING TO SUCH SERVICES SHALL,AS BETWEEN JUMP TECHNOLOGY SERVICES AND SUCH
SERVICE PROVIDER,BE SOLELY AGAINST SUCH SERVICE PROVIDER.THE PLATFORMS,SOFTWARE AND
SERVICES ARE PROVIDED"AS IS,"AND JUMP TECHNOLOGY SERVICES DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
10.7 CUSTOMER Warranty.CUSTOMER warrants that CUSTOMER(a)has the power and authority to enter into this
Agreement,and CUSTOMER shall be responsible for all acts and omissions of all CUSTOMER affiliates and Authorized
Users;and(b)shall use its best efforts to protect the security of the Licensed Software and Services.
11 INDEMNITY
11.1 Indemnification by JUMP Technology Services.JUMP Technology Services will defend Customer against any claim,suit,
demand,or action made or brought against Customer by a third party alleging that the Services,or Customer's use or access
thereof in accordance with this Agreement,infringes any intellectual property rights of such third party,and will indemnify and
hold harmless Customer from any damages,losses,liabilities,costs and fees(including reasonable attomey's fees)finally
awarded against Customer in connection with or in settlement of any such claim,suit,demand,or action.The foregoing
obligations do not apply with respect to portions or components of any Platform or Service(i)not supplied by JUMP
Technology Services,(ii)made in whole or in part in accordance with Customer specifications,(iii)that are modified after
delivery,or granting of access,by JUMP Technology Services,(iv)combined with other products,processes or materials where
the alleged infringement relates to such combination,(v)where Customer continues allegedly infringing activity after being
notified thereof or after being informed of modifications that would have avoided the alleged infringement,or(vi)where
Customer's use of the Services is not strictly in accordance with this Agreement.If,due to a claim of infringement,a Platform is
held by a court of competent jurisdiction to be or is believed by JUMP Technology Services to be infringing,JUMP Technology
Services may,at its option and expense(a)replace or modify such Platform to be non-infringing provided that such
modification or replacement contains substantially similar features and functionality,(b)obtain for Customer a license to
continue using such Platform,or(c)if neither of the foregoing is commercially practicable,terminate this Agreement and
Customer's rights hereunder and provide Customer a refund of any prepaid,unused fees for such Platform.This Section states
Customer's sole and exclusive remedies for claims of infringement.
11.2 Reserved.
11.3 Indemnification Procedures.To be indemnified,the party seeking indemnification must:(a)give the other party timely
written notice of such Third-Party Claim(unless the other party already has notice);(b)give the indemnifying party authority,
information,and assistance for the Third-Party Claim's defense and settlement.The indemnifying party has the right,at its
option,to defend the Third-Party Claim at its own expense and with its own counsel.The indemnified party has the right,at its
option,to join in the defense and settlement of such Third Party Claim and to employ counsel at its own expense,but the
indemnifying party shall retain control of the defense.The indemnifying party has the right to settle the claim so long as the
settlement does not require the indemnified party to pay any money or admit any fault without the indemnified party's prior
written consent,which will not be unreasonably withheld,conditioned,or delayed.
12 LIMITATION OF LIABILITY
12.1 IN NO EVENT SHALL(I)EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE
THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE THIRTY SIX(36)
MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM(SUCH AMOUNT
BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT),AND(H)EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT,INCIDENTAL,
CONSEQUENTIAL,COVER,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES,HOWEVER CAUSED,WHETHER IN
CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,AND WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING LIMITATIONS AND DISCLAIMERS
SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
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12.2 Limitation on Actions. No action,regardless of form,arising out of this Agreement may be brought by either party more
than two(2)years after the cause of the action has arisen,or,in the case of nonpayment,more than two(2)years from the date
of the last payment.
13 GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement will be governed by,construed,and interpreted in accordance with the laws of the State of California,
excluding its rules of conflicts of law.Both parties hereby consent and submit to the courts located solely in the state of
California.
14 SECURITY
14.1 Data Center Procedures.JUMP Technology Services maintains the Platform using a third-party service provider
authorized by the Federal Risk and Authorization Management Program("FedRAMP").CUSTOMER acknowledges that
JUMP Technology Services cannot offer any additional or modified procedures other than those put in place by such technology
provider.
14.2 Remediation of Certain Unauthorized Disclosures.In the event that any unauthorized access to or acquisition of
CUSTOMER Data is caused by JUMP Technology Services'breach of its security and/or privacy obligations under this
Agreement,JUMP Technology Services shall provide CUSTOMER notification as required by Law and pay the reasonable and
documented costs CUSTOMER incurs in connection with the following items:(a)costs of any required forensic investigation to
determine the cause of the breach,(b)providing notification of the security breach to applicable government and relevant
industry self-regulatory agencies,to the media(if required by Law)and to individuals whose Personal Data may have been
accessed or acquired,(c)providing credit monitoring service to individuals whose Personal Data may have been accessed or
acquired for a period of one year after the data on which such individuals were notified of the unauthorized access or acquisition
for such individuals who elected such credit monitoring service,and(d)operating a call center to respond to questions from
individuals whose Personal Data may have been accessed or acquired for a period of one year after the data on which such
individuals were notified of the unauthorized access or acquisition. NOTWITHSTANDING THE FOREGOING,OR
ANYTHING IN THE AGREEMENT TO THE CONTRARY,JUMP TECHNOLOGY SERVICES SHALL HAVE NO
RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT,GROSS
NEGLIGENCE,WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR CUSTOMER USERS,AGENTS OR
CONTRACTORS.
15 PUBLICITY
15.1 CUSTOMER agrees that JUMP Technology Services may identify CUSTOMER as a CUSTOMER in JUMP Technology
Services's promotional materials.CUSTOMER may request that JUMP Technology Services stop doing so by submitting an
email to solutions@jumpfaster.com at any time.CUSTOMER acknowledges that it may take JUMP Technology Services up to
30 days to process such request.Notwithstanding anything herein to the contrary,CUSTOMER acknowledges that JUMP
Technology Services may disclose the existence and terms and conditions of this Agreement to its advisors,actual and potential
sources of financing,and to third parties for purposes of due diligence.
16 NOTICES
16.1 All notices,consents,and other communications between the parties under or regarding this Agreement must be in writing
(which includes email and facsimile)and be addressed according to information provided on an Order Form in the Statement of
Services. All communications will be deemed to have been received on the date actually received.Either party may change its
address for notices by giving written notice of the new address to the other party in accordance with this Section.
17 FORCE MAJEURE
17.1 JUMP Technology Services is not responsible nor liable for any delays or failures in performance from any cause beyond
its control,including,but not limited to acts of God,changes to law or regulations,embargoes,war,terrorist acts,acts or
omissions of third party technology providers,riots,fires,earthquakes,floods,power blackouts,strikes,weather conditions or
acts of hackers,internet service providers or any other third party or acts or omissions of CUSTOMER or any Authorized User.
18 ASSIGNMENT
18.1 Neither Party shall assign its rights,duties or obligations under this Agreement without the prior written consent of the
other Party and such consent shall not be unreasonably withheld. Notwithstanding the foregoing,JUMP Technology Services
may assign this Agreement to an affiliate or in connection with any merger,reorganization or sale of substantially all of JUMP
Technology Services'assets without any consent from CUSTOMER.For the avoidance of doubt,a third-party technology
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provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this
Agreement.
19 RELATIONSHIP OF THE PARTIES
19.1 The relationship between CUSTOMER and JUMP Technology Services created under this Agreement shall be that of
independent contractors.
20 GENERAL PROVISIONS
20A If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.This
Agreement,together with Statement of Services entered into hereunder and all schedules,annexes and addenda hereto and
thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all
previous written and oral agreements,communications and other understandings relating to the subject matter of this
Agreement.All waivers and modifications must be in writing signed by both parties,except as otherwise provided herein. No
agency,partnership,joint venture,or employment is created as a result of this Agreement,and neither party has authority of any
kind to bind the other party in any respect whatsoever.In the event of a conflict between this Agreement and any Statement of
Services,such Statement of Services shall prevail(unless otherwise expressly indicated in this Agreement or such Statement of
Services),and the enforceability of the remaining provisions shall not be impaired.The heading references herein are for
convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.Unless otherwise indicated to
the contrary herein by the context or use thereof:(i)the words"hereof,""hereby,""herein,""hereto,"and"hereunder'and
words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this
Agreement;(ii)the words"include,""includes"or"including"are deemed to be followed by the words"without limitation;"
(iii)references to a"Section"or"Exhibit"are references to a section of,or exhibit to this Agreement;and(iv)derivative forms
of defined terms will have correlative meanings.
20.2 Purchase Orders and Acceptance of Quotes%If CUSTOMER submits its own terms which add to,vary from,or conflict
with the terms herein in CUSTOMER's acceptance of a price quote or in a purchase order,or to JUMP Technology Services'
employees and/or agents in the course of JUMP Technology Services providing the Licensed Software and/or Services,any such
terms are of no force and effect and are superseded by this Agreement.
20.3 Non-Solicitation.During the term of this Agreement and for a period of one(1)year thereafter,CUSTOMER agrees not to
hire,directly or indirectly,any employee or former employee of JUMP Technology Services,without obtaining JUMP
Technology Services'prior written consent.
20.4 California Consumer Privacy Act.The Parties agree that the California Consumer Privacy Act under Cal.Civ.Code§ 1798
et seq.("CCPA")may be applicable to the Agreement.If applicable,JUMP Technology Services shall be deemed a"service
provider"under the CCPA if JUMP Technology Services receives the"personal information"of any"consumer"for
"processing"on CUSTOMER's behalf.
Schedule A:Definitions
Schedule A: Definitions
Authorized Users means a user that has been permitted to use the Licensed Software,Sublicensed Software,Services,and/or
Platform as described in the applicable Order Form.
Change Order means a written agreement signed by JUMP Technology Services and CUSTOMER stating their agreement
upon all of the following:(1)a change in the Services;(2)the amount of the adjustment in the Contract Total,if any,and(3)the
extent of the adjustment in the Term,if any.
Confidential Information means(i)the source and object code of all components of the System,(ii)the Documentation,(iii)
the Test Scripts,(iv)the design and architecture of the database,(v)the terms and conditions of this Agreement,and(vi)all
other information of a confidential or proprietary nature disclosed by one Party to the other Party in connection with this
Agreement which is either(x)disclosed in writing and clearly marked as confidential at the time of disclosure or(y)disclosed
orally and clearly designated as confidential in a written communication to the receiving Party within 7 days following the
disclosure."Confidential Information"shall not include information(a)publicly available through no breach of this Agreement,
(b)independently developed or previously known to it,without restriction,prior to disclosure by the disclosing Party,(c)
rightfully acquired from a third-party not under an obligation of confidentiality.
CUSTOMER Data shall mean all electronic data or information submitted by CUSTOMER to the Licensed Software or
Services but excluding Deidentified Data(as defined below).
"De-identified Data"means CUSTOMER Data that is de-identified by JUMP Technology Services and such de-identification
is certified by a third-party as compliant with the de-identification standards under HIPAA or otherwise meets the de-
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identification requirements under HIPAA.
Federal Risk and Authorization Management Program ("FedRAMP")is a government-wide program that provides a
standardized approach to security assessment,authorization,and continuous monitoring for cloud products and services. More
information can be found at https://www.fedramp.gov/ FedRAMP supports agencies and cloud service providers through the
FedRAMP authorization process and maintains a secure repository of FedRAMP authorizations to enable reuse of security
packages.
Order Form means a work authorization executed by the Parties from time to time laying out the items being purchased by the
CUSTOMER,scope of use,pricing,payment terms and any other relevant terms,which will be a part of and be governed by the
terms and conditions of this Agreement.
Platform shall mean the Software delivered under the Subscription Services which includes supporting software,and
programming,and user interfaces to Authorized Users as set forth in an Order Form.
Professional Services means,collectively,the implementation,installation,data conversion,consultation,and training services
provided by JUMP Technology Services under or in connection with this Agreement.
Service Level Agreement shall mean the contractually binding agreement between JUMP Technology Services and the
CUSTOMER regarding types and standard of services to be provided.
Services shall mean the Professional Services and the Subscription Services set forth in an Order Form.
Licensed Software shall mean the program specific Software as a Service to which the CUSTOMER is subscribing with
individual licensed user accounts as set forth in an Order Form.
Subscription Services shall mean the services to keep the Licensed Software in working order and to sustain useful life of the
Licensed Software,including Updates and specified in an Order Form.
Software means the object code version of computer programs developed by JUMP Technology Services and listed on an Order
Form,including Updates furnished to CUSTOMER by JUMP Technology Services pursuant to this Agreement or any Order
Form,but excluding all Sublicensed Software or third party software.
Schedule B:Service Level Agreement
Schedule B: Service Level Agreement
1.0 Support is provided under an annual contract that provides CUSTOMER access to a dedicated support team during normal
business hours. Normal business hours are between 5 a.m.and 5:00 p.m.(CUSTOMER'Local Time),Monday through Friday,
excluding national and JUMP company holidays. A list of JUMP company holidays is below as 8.0 JUMP Technology Services
Company Holidays and is subject to change from year to year. The total number of JUMP company holidays is not to exceed
ten(10)days per year. The Support Services Center("SSC")web site address is https://jumpssc.com. The customer portal will
be accessible 24 hours a day.
After hours emergency support will be via emergency phone numbers provided to CUSTOMER for reporting the unavailability
of services or platform components where maintenance has not been scheduled and previously announced to CUSTOMER via
maintenance notifications through the SSC.
2.0 Periodically,JUMP Technology Services will require Scheduled Downtime,for updates and system upgrades. Scheduled
Downtime will normally be scheduled outside of normal business hours,with twenty-four(24)hours'notice,or in the event of a
more urgent need JUMP Technology Services may give less notice to resolve an immediate security need.It is anticipated that
there will be weekly scheduled downtime for system maintenance,JUMP Technology Services will post all downtime
announcements on the customer portal.
CUSTOMER acknowledges and agrees that,from time to time,the Platform may be inaccessible or inoperable for the following
reasons:(i)equipment malfunctions;(ii)periodic maintenance;or(iii)catastrophic events beyond the control of JUMP
Technology Services or that are not reasonably foreseeable by JUMP Technology Services. Client shall report any Unscheduled
Downtime by calling JUMP Technology Services with the provided support number within one(1)day of its occurrence.
The performance and availability of the Platform are directly dependent upon the quality of CUSTOMER's Internet connection.
Inadequate Internet Connectivity is outside the scope of JUMP Technology Services'responsibility and should be addressed by
CUSTOMER directly with the Internet Service Provider.JUMP Technology Services cannot be held responsible for Internet
infrastructure failures,but will aid Customer in determining the proper internet speed needed.
Service includes the following:
• Access to SSC via customer portal by up to five(5)designated CUSTOMER contacts
• Web access provides
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o Submitting Program inquiries or reporting Program problems
o Access to Program technical tips
o Access to Program problem and solution list(s)
o Review CUSTOMER call/issue&status
o Review CUSTOMER maintenance contract status
3.0 Reporting Cases to the SSC
3.1 All Program inquiries or issue reports submitted to JUMP Technology Services Help Desk Tickets(HDT)must be made by a
designated CUSTOMER contact. HDT will generally fall into one of four categories:
• Technical Assistance:Questions about Program usage and installation that do not result in registration of a program
defect or enhancement request.
• Program Defect:A CUSTOMER encounters a problem that is determined to be an Error or defect in the Program.
• Feature Enhancements Requests:Request for a tool or feature that is not included in the current set of JUMP
Technology Services produced or licensed software or features. JUMP will review CUSTOMER's requests for feature
enhancement during normal JUMP systems update cycles.
• Documentation Discrepancies.
3.2 All HDT submitted to the SSC shall be made in the form of an issue report and may require the following information prior
to acknowledgment:
• Contact information for the designated CUSTOMER contact reporting the problem.
• A general description of the operating environment in which the issue was discovered(as applicable).
• A description of relevant hardware components in the environment.
• A description of relevant software components(operating system.,browser)in the environment and their versions.
• A description of the problem,including screenshots,and expected results.
• System generated error messages.
3.3 JUMP will respond to HDT within JUMP's published response time goals as follows for all issues categories excluding
enhancement requests:
Priority Acknowledgment Response
1—High 2 business hours 4 business hours
2—Medium 4 business hours 1 business day
3—Low 1 business day 3 business days
• Acknowledgment Time is the time between the CUSTOMER reporting the HDT to JUMP and the time JUMP gives
the CUSTOMER notice that it acknowledges the situation. These response times apply to HDT reported via our ticket
system during normal business hours(CST). HDT reported via the portal outside of normal business hours(CST)will
adhere to the above times from the start of the next business day. Acknowledgment is dependent upon JUMP receiving
sufficient information to troubleshoot the reported problem.
• Response Time is the time between the CUSTOMER reporting the HDT and the time that a Project Manager or SSC
Analyst is assigned and actively working on the HDT.
Enhancements requests will be acknowledged within 5 business days. Response times will vary by enhancement.
Enhancements shall not exceed the annual credits budgeted. Annual enhancement budget shall not accrue.Requests for
enhancements or services beyond the scope of this agreement shall be offered to CUSTOMER according to JUMP's current
hourly support pricing.
4.0 Definitions of HDT Priorities
4.1 Priority Definitions:JUMP and CUSTOMER will work jointly to assign the appropriate priority to all HDT based on the
following criteria:
Priority Conditions
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1—High Critical business impact. The CUSTOMER has complete loss of service and work cannot
reasonably continue;experiences real or perceived data loss or corruption;an essential part of the
system is unusable for the CUSTOMER,which results in the inability to use a mission critical
application.
2—Medium Some business impact. The problem seriously affects the functionality of the Program but can be
circumvented so that the Program can be used;or that the Program as a whole function but that a
certain function is somewhat disabled,gives incorrect results or does not conform to the
specifications.
3—Low Minimal business impact. The CUSTOMER can circumvent the problem and use the system with
only slight inconvenience. The error can be considered insignificant and has no significant effect
on the usability of the software,e.g.,a small system error or a small error in the documentation.
This priority is also used for questions,comments,and requests for enhancements to the software.
4.2 JUMP's Undertaking:For each HDT reported by CUSTOMER,JUMP undertakes to:
• Maintain a telephone number for CUSTOMER to call to report a problem and receive assistance for afterhours critical
outages
• Confirm receipt of all reports to CUSTOMER. The confirmation shall be in written form and shall contain an
identifying ticket number assigned by JUMP which will be used in all subsequent communications and contain a
timeframe in which a response from JUMP can be expected.
• Analyze the report and verify the existence of the problem
• Give CUSTOMER direction and assistance in resolving technical issues.
4.3 CUSTOMER's Undertaking:Before escalating a HDT to JUMP,CUSTOMER undertakes to:
• Appoint designated Contacts from CUSTOMER's organization for all matters relating to the support issues for JUMP
systems
• Obtain all necessary information as outlined above.
• Include JUMP's identifying HDT number in all subsequent communications with JUMP regarding the HDT.
• Maintain an accurate record of all HDT actions,based on feedback from JUMP.
5.0 Closure of HDT
HDT will be considered to be resolved and will be closed under the following conditions:
• CUSTOMER receives an error correction,a workaround,or information that resolves the issue.
• Issue is identified as not a problem with the JUMP product
• If the HDT results in a defect correction or enhancement request being entered and CUSTOMER has been advised of
this and has been notified of the defect/enhancement ID for future reference.
• The HDT will be closed if the CUSTOMER has not responded after 10 business days.
6.0 Software Releases
CUSTOMER may access system release information through the SSC website https://jumpssc.com
7.0 Failure Correction Goals
HDT that result in the identification of a software system defect/failure will cause a Defect to be logged. The CUSTOMER will
be notified that the defect/failure was received and will be provided with an HDT number. JUMP will respond to defect reports
as indicated in the table below. The response time goals do not apply in situations where it is verified that the source of the
failure is a third party product.
Defect Correction Goals:
Priority Interim Solution Final Solution
1—High All commercially reasonable effort Permanent correction within 30 business days of
until the defect is repaired identification of the cause of the defect.
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2—Medium N/A Permanent correction within 45 business days of
identification of the cause of the defect
3—Low N/A Permanent correction with next schedule Major
Release or Update Release
8.0 JUMP Technology Services Company Holidays
The following JUMP Technology services company holidays will be excluded from the support plan. JUMP company holidays
are subject to change from year to year,but the total number of JUMP company holidays will not exceed ten(10)days per year.
Generally,the following holidays will be observed:New Year's Day,President's Day,Memorial Day,Independence Day,Labor
Day,Veteran's Day,Thanksgiving Day after Thanksgiving,Christmas Day,and the Day after Christmas.
Schedule C:Training
Schedule C:Training
1.0 Intellectual Property
1.1. Any ideas,concepts,know-how or data processing techniques,developed by JUMP personnel(alone or jointly with the
CUSTOMER)in connection with consulting services provided under this agreement are the exclusive property of JUMP.
2. Web Based Training
2.1. All training requests will be scheduled by CUSTOMER representative through JUMP's web portal.
2.2. Cancelation and rescheduling must be coordinated by CUSTOMER representative rather than end users.
2.3. All cancelations to scheduled training must be made 48 hours prior to the scheduled training session. Cancelations less
than 48 hours from the scheduled training session may result in$150 cancelation charge.
2.4. JUMP shall provide a qualified trainer for each web based training class ordered by CUSTOMER.
3. On-Site Training
3.1. CUSTOMER shall provide facilities and equipment for all onsite trainings. For initial training,CUSTOMER shall provide
an appropriate training room,with a computer and high speed internet connection for each student and the JUMP trainer as well
as a linked projector suitable for use with the provided trainer computer and a projection screen.
3.2. JUMP shall provide a qualified trainer for each on-site training class ordered by CUSTOMER.
3.3. JUMP shall provide a training version of the system.
3.4. All on-site training classes require four weeks'notice of cancelation.Cancelations less than four weeks prior to the training
date may results in a$600 cancelation charge.
4. Training System for CUSTOMER Led Training
4.1. CUSTOMER may utilize the JUMP training or testing system to conduct CUSTOMER led training.
4.2. CUSTOMER acknowledges that the training and/or testing system is part of JUMP'S temporary staging and development
environment and is not guaranteed to be available without interruption.
4.3. CUSTOMER acknowledges that the training system,when available,is offered without warranty and that CUSTOMER
will not use the training system to enter electronic protected health information(ePHI).
4.4. CUSTOMER will maintain all rights and privileges to its specific database content. JUMP shall have no rights or
privileges to database content,other than as required to implement JUMP technology and for the purpose of training,research,
support,and maintenance of the licensed software.
Schedule D:Statement of Services
Schedule D:Statement of Services
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CUSTOMER is subscribing to licensing and hosting of the following system.
The data classification is:
Confidential:Personally,identifying information
Applicable governance standards for data security(Y/N):
NO-PCI:Payment card industry. The system does not store credit card and financial account information. CUSTOMER
agrees not to enter this type data into the system(Warranties 10.1).
NO—HIPAA,ePHI. The system is not a healthcare system and is not offered for the purposes of providing health care,medical
diagnosis,medical billing,or medical health plans.CUSTOMER agrees not to enter this type data into the system(Warranties
10.1).
No. Item Description Eff Date End Date Qty Price Extended
CA Intake One time training,installation,and additional
1 Screening support for counties migrating to the CA intake 07/01/2024 06/30/2025 1 $3,600.00 $3,600.00
Tool screening tool
Module includes:Maintenance of Home Safe
Assessment,Statio portal for data correction
Home Safe and partner program sharing capability,
2 Reporting download of HMIS data set,download of 07/01/2024 06/30/2025 12 $757.26 $9,087.12
Modules HSAPS 19,County copy of HSAPS 19,ticket
system support of product module,and
training materials.
3 LEAPS 31 LEAPS licensing and hosting for 31 to 40 07/01/2024 06/30/2025 12 $2,546.16 $30,553.92
0 users
Service credits may be exchanged for training
services,data export requests,data
modification,refreshing training databases,
Service custom programming,and consulting services.
4 Credit Exchange rates are based on custom quote 07/01/2024 06/30/2025 15 $110.00 $1,650.00
requests or training ordered from the training
catalog.Credits must be prepaid and applied to
customer account prior to quote requests or
training orders.
Additional discretionary enhancements.
Service credits may be exchanged for training
services,data export requests,data
modification,refreshing training databases,
5 Service custom programming,and consulting services. 07/01/2024 06/30/2027 136 $110.00 $14,960.00
Credit Exchange rates are based on custom quote
requests or training ordered from the training
catalog.Credits must be prepaid and applied to
customer account prior to quote requests or
training orders.
Weekly
6 Database 07/01/2024 06/30/2025 12 $500.00 $6,000.00
Backups
7 LEAPS 31 LEAPS licensing and hosting for 31 to 40 07/01/2025 06/30/2026 12 $2,546.16 $30,553.92
-40 users
Service credits may be exchanged for training
services,data export requests,data
modification,refreshing training databases,
Service custom programming,and consulting services.
8 Credit Exchange rates are based on custom quote 07/01/2025 06/30/2026 15 $110.00 $1,650.00
requests or training ordered from the training
catalog.Credits must be prepaid and applied to
customer account prior to quote requests or
training orders.
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Weekly
9 Database 07/01/2025 06/30/2026 12 $500.00 $6,000.00
Backups
10 LEAPS 31 LEAPS licensing and hosting for 31 to 40 07/01/2026 06/30/2027 12 $2,622.38 $31,468.56
-40 users
Service credits may be exchanged for training
services,data export requests,data
modification,refreshing training databases,
custom programming,and consulting services.
11 Service Exchange rates are based on custom quote 07/01/2026 06/30/2027 15 $110.00 $1,650.00
Credit requests or training ordered from the training
catalog.Credits must be prepaid and applied to
customer account prior to quote requests or
training orders.
Weekly
12 Database 07/01/2026 06/30/2027 12 $500.00 $6,000.00
Backups
Order
Item 266 $143,173.52
Totals
Subtotal $143,173.52
Order
Total $143,173.52
Schedule E:Insurance
INSURANCE:Without limiting the CUSTOMER's right to obtain indemnification from JUMP Technology Services or any
third parties,JUMP Technology Services,at its sole expense,shall maintain in full force and effect,the following insurance
policies or a program of self-insurance,including but not limited to,an insurance pooling arrangement or Joint Powers
Agreement(JPA)throughout the term of the Agreement:
A.Commercial General Liability:Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00)per occurrence and an annual aggregate of Four Million Dollars($4,000,000.00).This policy shall be issued on
a per occurrence basis.County may require specific coverage including completed operations,product liability,contractual
liability,Explosion-Collapse Underground,fire legal liability or any other liability insurance deemed necessary because of the
nature of the contract.
B.Automobile Liability:Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00)per accident for bodily injury and for property damages.Coverage should include any auto used in connection
with this Agreement.
C.Cyber Liability:Cyber Liability Insurance,with limits not less than$2,000,000 per occurrence or claim,$2,000,000
aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by JUMP technology
Services in this Agreement and shall include,but not be limited to,claims involving infringement of intellectual property,
including but not limited to infringement of copyright,trademark,trade dress,invasion of privacy violations,information theft,
damage to or destruction of electronic information,release of private information,alteration of electronic information,extortion
and network security.The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as
well as credit monitoring expenses with limits sufficient to respond to these obligations.
D.Technology Professional Liability(Errors and Omissions):Technology Professional liability(errors and omissions)insurance
with limits of not less than Two Million Dollars($2,000,000)per occurrence.Coverage must encompass all of the JUMP
Technology Services's obligations under this Agreement,including but not limited to claims involving Cyber Risks.Definition
of Cyber Risks."Cyber Risks"include but are not limited to(i)Security Breaches,which may include Disclosure of Personal
Information to an Unauthorized Third Party;(ii)breach of any of the JUMP Technology Services's obligations identified in
Exhibit A of this Agreement;(iii)infringement of intellectual property,including but not limited to infringement of copyright,
trademark,and trade dress;(iv)invasion of privacy,including release of private information;(v)information theft;(vi)damage
to or destruction or alteration of electronic information;(vii)extortion related to the JUMP Technology Services's obligations
under this Agreement regarding electronic information,including Personal Information;(viii)network security;(ix)data breach
response costs,including Security Breach response costs;(x)regulatory fines and penalties related to the JUMP Technology
Services's obligations under this Agreement regarding electronic information,including Personal Information;and(xi)credit
monitoring expenses.E.Worker's Compensation:A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
Additional Requirements Relating to Insurance:
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JUMP Technology Services shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno,its officers,agents,and employees,individually and collectively,as additional insured,but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance,or self-insurance,maintained by CUSTOMER,its officers,agents and employees shall be excess only and not
contributing with insurance provided under JUMP Technology Services's policies herein.This insurance shall not be cancelled
or changed without a minimum of thirty(30)days advance written notice given to CUSTOMER.
JUMP Technology Services hereby waives its right to recover from CUSTOMER,its officers,agents,and employees any
amounts paid by the policy of worker's compensation insurance required by this Agreement. JUMP Technology Services is
solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation,
but JUMP Technology Services's waiver of subrogation under this paragraph is effective whether or not JUMP Technology
Services obtains such an endorsement.
Within Thirty(30)days from the date JUMP Technology Services signs and executes this Agreement, JUMP Technology
Services shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,as required
herein,to the County of Fresno,DSSContractInsurance@fresnocountyca.gov,stating that such insurance coverage have been
obtained and are in full force;that the County of Fresno,its officers,agents and employees will not be responsible for any
premiums on the policies;that such Commercial General Liability insurance names the County of Fresno,its officers,agents
and employees,individually and collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned;that such coverage for additional insured shall apply as primary insurance and any other insurance,or selfinsurance,
maintained by CUSTOMER,its officers,agents and employees,shall be excess only and not contributing with insurance
provided under JUMP Technology Services's policies herein;and that this insurance shall not be cancelled or changed without a
minimum of thirty(30)days advance,written notice given to CUSTOMER.
In the event JUMP Technology Services fails to keep in effect at all times insurance coverage as herein provided,the
CUSTOMER may,in addition to other remedies it may have,suspend or terminate this Agreement upon the occurrence of such
event.
All policies shall be with admitted insurers licensed to do business in the State of California.Insurance purchased shall be
purchased from companies possessing a current A.M.Best,Inc.rating of A FSC VII or better.
Signatures
De1✓c4,9-grin cr-t yer 07/05/2024
Denise M.Brinkmeyer
President and CEO,JUMP Technology Services
Manuel M . Vilanova Digitally signed by Manuel M. Vilanova
Date: 2024.07.09 08:35:33 -07 00
County of Fresno
Manuel Vilanova
Deputy Director, ISD
https://jumpssc.com/AgreementDownload.aspx?OrderiD=6647 15/15