HomeMy WebLinkAboutAgreement A-24-561 Cornerstone OnDemand Master Agmt. Q-93752 Quote.pdf Docusign Envelope ID:1AFADF63-3DOA-4FCA-8DEB-61B35F8BEAIB Agreement No. 24-561
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Cornerstone OnDemand — Master Agreement
COVER PAGE
Effective Date: Date of the last signature below
Cornerstone OnDemand, Inc. 1601 Cloverfield Blvd., Suite 600S, Santa Monica, CA 90404
"Cornerstone"
Customer Name("Customer'): County of Fresno
Customer Address: County of Fresno, Dept. of Social Services, 205 W Pontiac Way, Fresno, CA 93612
Billing Address: Count of Fresno, PO BOX 1912, Fresno, CA 93718
Federal Tax ID#/VAT#:
Primary Contact Billing Contact
if different than Primary Contact
Name: Accounts Payable Name:
Title: Title:
Email: dssinvoices@co.fresno.ca.us Email':
Phone: +1559-600-6230 1 Phone:
'NOTE:All invoices will be emailed to Customer unless otherwise agreed by the parties.
Is Customer exempt from applicable sales/VAT tax?
Does Customer require a purchase order("PO")? No
PO Number if applicable):
By signing below, each party acknowledges that it has read, understands, and agrees to the provisions set forth in the
Cornerstone OnDemand — Master Agreement (the "Agreement"). No other terms and conditions will apply. Capitalized
terms set forth in the Agreement shalt have the respective meanings set forth in the Master Terms and Conditions. Except
as otherwise expressly set forth herein, all purchases are non-cancelable and non-refundable. Fees are exclusive of
applicable sales, use,VAT, GST, digital tax, DST and other taxes, and are net of withholding taxes.
Customer Cornerstone
Signature: - Signature:
Name: Nathan Magsig Name:
Title: Chairman, Board of Supervisors Title: GvP, sales
Date: 10/22/2024 Date: 9/20/2024
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California Order Validation
__ 11 DOCUSigned by:
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By 1<NG�t}�. l.�t.�-•._. Deputy I4044
CSOD Legal
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2024•
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cornerstone
Cornerstone OnDemand — Master Agreement
MASTER TERMS AND CONDITIONS
These Master Terms and Conditions are made a part of and incorporated by reference into the Cornerstone OnDemand—Master
Agreement by and between Customer and Cornerstone(the"Agreement").
1. Definitions. shareholders,directors,officers,contractors,customers,
1.1 "Affiliate' means a party that partially(at least 50%) or or Users.
fully controls, is partially or fully controlled by,or is under 1.10 "User' means an individual with credentials issued by
partial(at least 50%)or full common control with,another Customer to log on to the Software and with a
party. designation of"active"unless otherwise described in the
1.2 "Customer Content" means any and all courses, applicable Order. Users may be employees or non-
learning objects, certifications, quizzes, tests, materials, employees.
instructor-led sessions, documents, or URLs created 2. Rights; Usage. In accordance with the terms and conditions of
and/or introduced by Customer or its Affiliates that reside the Agreement, Cornerstone gives Customer the non-
in the Software. transferable and non-assignable right for the duration of
1.3 "Customer Data" means personal data regarding applicable Orders to use, and to permit its and its Affiliates'
Customer's or its Affiliates' Users which is uploaded to Users to use, the Software items listed therein on a non-
the Software pursuant to this Agreement. exclusive basis via the Internet, subject to the maximum
1.4 "Confidential Information" means any non-public quantities set forth therein.Cornerstone may review Customer's
information of Cornerstone or Customer and their compliance with the terms of each Order and, for clarity,
respective Affiliates and subcontractors disclosed by reserves the right to charge for any quantity overages.
either party to the other party,either directly or indirectly, 3. Use Restrictions.The Software and Services may be used only
in writing,orally or by inspection of tangible objects, or to for Customer's and its Affiliates'own lawful business purposes.
which the other party may have access, which a Customer shall not: (a) use or deploy the Software in violation
reasonable person would consider confidential and/or of applicable laws or this Agreement;(b)store,process, publish
which is marked "confidential' or "proprietary' or some or transmit any threatening, infringing or offensive material, or
similar designation by the disclosing party. Confidential material that constitutes a security risk or a violation of any
Information shall not, however, include the existence of parry's privacy, intellectual property or other rights; (c) if
the Agreement or any information which the recipient can Customer has any operations or users in the United States,
establish: (i) was or has become generally known or upload any Protected Health Information subject to the Health
available or is part of the public domain without direct or Insurance Portability and Accountability Act ("HIPAA") to the
indirect fault, action, or omission of the recipient; (ii)was Software; (d) resell any Software or Services or operate a
known by the recipient prior to the time of disclosure, service bureau, outsource, rent, sublicense or use in a time-
according to the recipient's prior written documentation; sharing capacity except as expressly permitted by Cornerstone;
(iii) was received by the recipient from a source other (e) create any derivative works based upon the Software; (f)
than the discloser,rightfully having possession of and the reverse engineer, reverse assemble, decompile or otherwise
right to disclose such information; or (iv) was attempt to derive source code from the Software or any part
independently developed by the recipient, where such thereof (except to the extent that such restriction is not
independent development has been documented by the permitted under applicable law); (g) upload any data not
recipient. required to use the Software as generally intended; (h) make
1.5 "Documentation" means the standard online functional any Software or Services available to any unauthorized parties;
documentation available for the Software. (i) perform penetration or similar tests (for example, network
discovery,port and service identification,vulnerability scanning,
1.6 "Order" means a purchase made by Customer password cracking or remote access testing) on the Software
hereunder in an order, schedule, statement of work, or Services;or 0)publicly release the results of benchmark tests
addendum, or amendment signed by both parties. or other comparisons of any Software or Services with other
1.7 "Services" means any services rendered by software, services, or materials. Customer will be responsible
Cornerstone to Customer, including,but not limited to: (i) for Users'compliance with the Agreement and liable for Users'
hosting and making available the Software; (ii) hosting, breach thereof. In the event of a breach of any of the foregoing
delivery, and/or distribution of eLearning content; (iii) prohibitions, Cornerstone reserves the right to suspend access
provision of technical support for the Software;and/or(iv) to the Software, to the extent and for so long as reasonably
consulting, assistance or training services, each as necessary, to prevent harm to Cornerstone, Customer, other
specified on an Order. Customers, and/or Cornerstone's partners, vendors and
1.8 "Software" means (i) any and all of Cornerstone's and suppliers with such notice as may be reasonable in the context
its Affiliates' proprietary web-based applications, of the prospective harm. Customer will ensure that it has
including, without limitation, all updates, revisions, bug- obtained all necessary consents and approvals for Cornerstone
fixes, upgrades, and enhancements thereto; and (ii) to access Customer Data for the purposes permitted under this
application functionality and eLearning content provided Agreement. Upon expiration or termination of this Agreement,
by Cornerstone and/or Cornerstone-contracted third Customer shall cease using all Software and Services.
parties. 4. Privacy and Security. Cornerstone will: (a) according to ISO
1.9 "Third Party" means any party that is not either of the 27001 and 27701 (or successor/equivalent) standards and
parties, its Affiliates, applicants, employees, solely its own security policies,maintain appropriate safeguards
for protection of Customer Data, including regular back-ups,
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security and incident response protocols, and application and breaches the Agreement,and,where capable of remedy,
infrastructure monitoring; (b) process Customer Data in such breach has not been materially cured within thirty
accordance with the parties' then-current data processing (30)days of the breaching party's receipt of written notice
agreement,and applicable data protection laws and regulations describing the breach in reasonable detail.
to which it is subject; and (c) not access, modify, or disclose 8. Confidentiality. Each of the parties agrees: (i) not to disclose
Customer Data, except as compelled by law, to prevent or any Confidential Information to any third parties except as
address service or technical issues,or if otherwise permitted by mandated by law and except to those Affiliates and
Customer. Customer may retrieve Customer Data any time subcontractors of either party providing or accessing Services
during the term of the Agreement. If requested, at a scope and hereunder who agree to be bound by confidentiality obligations
price to be agreed, Cornerstone will assist with such data no less stringent than those set forth in this Agreement; (ii) not
retrieval. to use an Confidential Information for any
y purposes except
5. Support. Cornerstone shall provide the technical support stated carrying out such party's rights and responsibilities under this
in the applicable Order. Only the number of administrators set Agreement; and (iii) to keep the Confidential Information
forth in the applicable support package description (i.e., not all confidential using the same degree of care such party uses to
Users)who have completed the requisite training may contact protect its own confidential information; provided,however,that
Cornerstone for support. Customer agrees to promptly provide such party shall use at least reasonable care.These obligations
Cornerstone with sufficient documentation,data and assistance shall survive termination of this Agreement. If either party
with respect to any reported errors, and to reasonably breaches any of its obligations with respect to confidentiality or
cooperate with Cornerstone, in order for Cornerstone to comply the unauthorized use of Confidential Information hereunder,the
with its support obligations hereunder. In no event shall other party shall be entitled to seek equitable relief to protect its
Cornerstone be responsible or liable for any errors, bugs or interest therein, including but not limited to, injunctive relief, as
other problems contained in or originating from hardware or well as money damages.
software not provided by Cornerstone. Should use of the g. Intellectual Property. As between the parties, (i) Customer
Software result in denial of service (DoS) with respect to the retains all proprietary and intellectual property rights, title and
Software, Cornerstone may disable the implicated Customer interest in and to Customer Data and Customer Content and(ii)
Content and/or suspend access to the Software only if and for Cornerstone, its Affiliates and suppliers will and do retain all
so long as necessary to restore service. proprietary and intellectual property rights, title and interest in
6. Fees and Payment:Taxes. and to the Software and Services.
6.1 Customer will be invoiced for fees according to the 10. Indemnification.
applicable Order. Payment of fees will be due as stated 10.1 Indemnification by Cornerstone. Cornerstone shall
on the applicable Order, and if the Order is silent upon indemnify, defend, and hold harmless Customer from
30 days of date of invoice. Except where otherwise and against any and all Third Party claims and causes of
stated, all fees set forth in an Order are in U.S. dollars action, as well as related losses, liabilities, judgments,
and must be paid in the currency set forth in the Order. awards, settlements, damages, expenses and costs
Late payments hereunder will incur a late charge of 1.5% (including reasonable attorney's fees and related court
(or the highest rate allowable by law,whichever is lower) costs and expenses) (collectively, "Damages") incurred
per month on the outstanding balance from the date due or suffered by Customer which directly relate to or
until the date of actual payment. In addition, following directly arise out of the violation or infringement of any
notice and a reasonable time to cure, Services are third-party intellectual property rights by Customer's
subject to suspension for failure to timely remit payment. authorized use of the Software.The foregoing provisions
6.2 Customer will pay any sales, value- added or other of this Section shall not apply to the extent the Damages
similar taxes imposed by applicable law that Cornerstone relate to or arise out of: (i)Customer Data; (ii)Customer
must pay based on the Services,except for taxes based Content; or(iii)unauthorized use and/or alteration of the
on Cornerstone's income. Fees for Services listed in an Software by Customer and/or its Users.
Order are exclusive of taxes and expenses. 10.2 Indemnification by Customer. Customer shall indemnify,
Notwithstanding the foregoing, prior to Customer's defend, and hold harmless Cornerstone from and
execution of any Order Customer may provide against any and all Damages incurred or suffered by
Cornerstone with a valid tax exemption certificate or Cornerstone which directly relate to or directly arise out
direct pay permit acceptable to the applicable taxing of the violation or infringement of any third-party
authorities to allow the issuance of invoices to Customer intellectual property rights by Customer Data or
without the applicable tax. In the event that Customer is Customer Content. The foregoing provisions of this
legally required to withhold income tax from any Section shall not be applicable to the extent the
payments to Cornerstone under this Agreement, Damages relate to or arise from Cornerstone's use of
Cornerstone shall provide Customer with a valid tax Customer Data or Customer Content in violation of this
residency certification as required under any double Agreement.
taxation treaty then in effect to reduce or eliminate the 10.3 Indemnification Procedures. To obtain indemnification,
income tax to be withheld from these payments. indemnitee shall: (i) give written notice of any claim
Customer shall withhold tax at the applicable rate in
at
effect as of the date of payment and shall provide to promptly to indemnitor; nt give indemnitor,
Cornerstone on a timely basis valid documentation indemnitor's option, sole control of the defense and
evidencing payment the tax withheld to the applicable settlement of such claim, provided that indemnitor may
tax authority. not, without the prior consent of indemnitee (not to be
unreasonably withheld), settle any claim unless it
7. Term and Termination. unconditionally releases indemnitee of all liability; (iii)
7.1 Term.The term of this Agreement runs from the Effective provide to indemnitor all available information and
Date through the expiration or termination of all Orders. assistance; and (iv) not take any action that might
7.2 Termination for Cause. Either party may immediately compromise or settle such claim.
terminate this Agreement if the other party materially
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10.4 Infringement Cures. Should the Software or any part AROSE. THE EXISTENCE OF MORE THAN ONE
thereof become, or in Cornerstone's reasonable opinion CLAIM SHALL NOT EXPAND SUCH LIMIT. THE
be likely to become, the subject of a claim for PARTIES ACKNOWLEDGE THAT THE FEES AGREED
infringement of a third party intellectual property right, UPON BETWEEN CUSTOMER AND CORNERSTONE
then Cornerstone shall, at its sole option and expense: ARE BASED IN PART ON THESE LIMITATIONS, AND
(i)procure for Customer the right to use and access the THAT THESE LIMITATIONS WILL APPLY
infringing or potentially infringing item(s)of the Software NOTWITHSTANDING ANY FAILURE OF ANY
("Affected Software") free of any liability for ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
infringement; or (ii) replace or modify the Affected THE FOREGOING LIMITATION SHALL NOT APPLY
Software with a non-infringing substitute otherwise TO A PARTY'S PAYMENT OBLIGATIONS UNDER THE
materially complying with the functionality of the replaced AGREEMENT.
system; or (iii) if neither of the foregoing is reasonably 12.2 Exclusion of Consequential Damages. NEITHER
practicable, terminate the right to use and access the PARTY WILL BE LIABLE FOR ANY INDIRECT,
Affected Software and refund unused prepaid fees. SPECIAL, PUNITIVE, INCIDENTAL OR
10.5 Exclusive Remedies. The remedies set forth in this CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
Section shall be exclusive with respect to any LIMITATION LOST PROFITS, LOST REVENUE, LOST
infringement claim hereunder. BUSINESS OPPORTUNITIES, LOSS OF DATA,
11. Warranties. INTERRUPTION OF BUSINESS, PROVIDING
11.1 Each party represents and warrants to the other party REPLACEMENT SOFTWARE (EXCEPT AS SET
that, as of the date hereof: (i) it has full power and FORTH IN SECTION 10.4"INFRINGEMENT CURES"),
authority to execute and deliver the Agreement; (ii) the ARISING OUT OF OR RELATING TO THIS
Agreement has been duly authorized and executed by AGREEMENT, REGARDLESS OF THE THEORY OF
an appropriate employee of suchparty-, ui the LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE
( )
Agreement is a legally valid and binding obligation of POSSIBILITY OF SUCH DAMAGES.
such party; (iv) its execution, delivery and/or 13. Communications. Neither party shall issue any press release
performance of the Agreement does not conflict with any using the name of the other party as a customer or provider
agreement, understanding or document to which it is a without the other party's consent.
party; and (v) it will not introduce into the Software any 14. Miscellaneous Provisions.
virus,worm,Trojan horse,time bomb, or other malicious 14.1 Governing Law; Jurisdiction. This Agreement will be
or harmful code. governed by and construed in accordance with the laws
11.2 Cornerstone warrants that the Software will perform of the State of California and the federal laws of the
substantially in material accordance with the Agreement United States of America,without regard to conflict of law
and applicable Documentation regarding existing principles. Cornerstone and Customer agree that any
functionality provided by Cornerstone; no new or suit, action or proceeding arising out of, or with respect
different functionality is promised hereunder. to,this Agreement or any judgment entered by any court
11.3 In the event of a breach of the warranty set forth in in respect thereof shall be brought exclusively in the
Section 11.2, Customer's sole and exclusive remedy will state or federal courts of the State of California located
be that Cornerstone shall, upon receipt of written notice in the County of Los Angeles, and each of Cornerstone
of breach,make diligent efforts to become compliant with and Customer hereby irrevocably accepts the exclusive
the warranty set forth in Section 11.2,and if Cornerstone personal jurisdiction and venue of those courts for the
does not do so within a reasonable period of time, purpose of any suit, action or proceeding.
Customer will be entitled to terminate this Agreement. 14.2 Force Maieure. Neither party shall be liable to the other
11.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, for any delay in, or failure of performance, of any
CORNERSTONE DISCLAIMS ALL OTHER requirement included in this Agreement caused by force
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY majeure.The existence of such causes of delay or failure
OR OTHERWISE, INCLUDING WITHOUT LIMITATION shall extend the period of performance until after the
WARRANTIES OF MERCHANTABILITY, FITNESS causes of delay or failure have been removed provided
FOR A PARTICULAR PURPOSE, AND ANY the non-performing party exercises all reasonable efforts
WARRANTIES ARISING FROM A COURSE OF to perform. Force majeure is defined as acts of God,war,
DEALING, USAGE OR TRADE PRACTICE. fires, explosions, hurricanes, floods, earthquake, failure
CORNERSTONE DOES NOT WARRANT THAT THE of the internet, or any other causes that are beyond the
SERVICES WILL BE UNINTERRUPTED OR ERROR- reasonable control of either party and that by exercise of
FREE. due foresight such party could not reasonably have been
12. Liability. expected to avoid, and which, by the exercise of all
reasonable efforts,such party is unable to overcome.
12.1 Liability Cap. EXCEPT FOR (i) A PARTY'S 14.3 Counterparts. The Agreement and Orders may be
INTELLECTUAL PROPERTY INDEMNIFICATION executed in any number of counterparts and
OBLIGATIONS; (ii) BREACH OF SECTION 3 "USE electronically,each of which shall be an original but all of
RESTRICTIONS"; (iii) A PARTY'S WILLFUL which together shall constitute one and the same
MISCONDUCT; OR(iv)LIABILITY WHICH CANNOT BE instrument.
LIMITED BY APPLICABLE LAW, EACH PARTY'S
MAXIMUM AGGREGATE LIABILITY ARISING OUT OF 14.4 Entire Agreement. This Agreement contains the entire
OR RELATING TO THIS AGREEMENT, REGARDLESS understanding of the parties in respect of its subject
OF THE THEORY OF LIABILITY,WILL BE LIMITED TO matters and supersedes all prior agreements and
THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER understandings(oral or written)between the parties with
TO CORNERSTONE HEREUNDER FOR THE respect to such subject matters.Orders,data processing
TWELVE-MONTH PERIOD IMMEDIATELY addenda, standard contractual clauses, schedules, and
PRECEDING THE DATE THE CAUSE OF ACTION exhibits hereto constitute a part hereof as though set
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T forth in full herein. Purchase orders or policies submitted Consultants is available upon request. Customer
by Customer are for Customer's internal administrative may not permit any non-Certified Consultant to
purposes only, and the terms and conditions contained implement and/or configure Software. None of the
in those purchase orders or policies will have no force warranties or support obligations hereunder shall
and effect. Any modification, amendment, or addendum apply to any Software implemented or configured
to this Agreement must be in writing and signed by both by any non-Certified Consultant.
parties. 14.10 Trade Controls. Customer understands that use of the
14.5 Assignment. Neither party may assign this Agreement or Software and Services is subject to export controls,trade
any of its rights, obligations, or benefits hereunder, by and economic sanctions, and anti-boycott laws and
operation of law or otherwise, without the other party's regulations to which the parties or Software and Services
prior written consent; provided, however, either party, may be subject. Customer shall not, and shall not permit
without the consent of the other party, may assign this users of the Software and Services to,access or use the
Agreement to an Affiliate or to a successor (whether Software or Services in violation of any such laws and
direct or indirect, by operation of law, and/or by way of regulations, including, without limitation, the Export
purchase, merger, consolidation or otherwise) to all or Administration Regulations maintained by the U.S.
substantially all of the business or assets of such party, Department of Commerce, and the trade and economic
where the responsibilities or obligations of the other party sanctions maintained by the U.S.Treasury Department's
are not increased by such assignment and the rights and Office of Foreign Assets Control.
remedies available to the other party are not adversely 14.11 Notices.Any notice required under this Agreement shall
affected by such assignment. Subject to that restriction, be provided to the other party in writing which may
this Agreement will be binding on, inure to the benefit of, include by email.
and be enforceable against the parties and their 14.11.1 If Customer has a legal dispute with
respective successors and permitted assigns. Cornerstone or wishes to provide a notice
14.6 No Third-Party Beneficiaries. The representations, under the Indemnification Section of this
warranties and other terms contained herein are for the Agreement, or if Customer becomes subject to
sole benefit of the parties hereto and their respective insolvency or other similar legal proceedings,
successors and permitted assigns, and shall not be Customer will promptly send written notice to
construed as conferring any rights on any other persons. the address on the cover page of this
14.7 Statistical Data. Without limiting the confidentiality rights Agreement attention: Legal Department with a
and intellectual property rights protections set forth in this cc:to legalnotices(@csod.com.
Agreement, Cornerstone has the perpetual right to use 14.11.2 Cornerstone may give general notices
aggregated, anonymized, statistical data ("Statistical applicable to all of its customers by means of a
Data") derived from the operation of the Software, and notice on the portal for the Services, and
nothing herein shall be construed as prohibiting notices specific to Customer by email to
Cornerstone from utilizing the Statistical Data for product Customer's email address on record in our
optimization, improving Customer experience and other account information or by written
internal business and/or operating purposes, provided communication sent by first class mail or pre-
that Cornerstone does not share with any third party paid post to Customer's address on record in
Statistical Data which reveals the identity of Customer, our account information.
Customer's users, or Customer's Confidential 14.12 Severability. If any provision of this Agreement is held by
Information.
a court or arbitrator of competent jurisdiction to be
14.8 Suggestions. Cornerstone shall have a royalty-free, contrary to law, such provision shall be changed by the
worldwide, perpetual, irrevocable license to use or court or by the arbitrator and interpreted so as to best
incorporate into the Software and Services any accomplish the objectives of the original provision to the
suggestions, ideas, enhancement requests, feedback, fullest extent allowed by law, and the remaining
recommendations, or other information provided by provisions of this Agreement shall remain in full force and
Customer or its users relating to the operation of the effect.
Software and Services. 14.13 Independent Contractors. Customer and Cornerstone
14.9 Third-Party Applications and Service Providers. are independent contractors, and nothing in this
14.9.1 External Applications. Cornerstone shall not be Agreement shall create any partnership, joint venture,
responsible for Customer's access to,or operation agency, franchise, sales representative or employment
of,third-party applications purchased separately by relationship between Customer and Cornerstone. Each
Customer from a third party, including without party understands that it does not have authority to make
limitation those that may be capable of or accept any offers or make any representations on
interoperating with the Software. behalf of the other. Neither party may make any
14.9.2 Optional Features. Cornerstone's Software may statement that would contradict anything in this Section.
include certain optional features provided by third 14.14 Waiver. No failure or delay on the part of either party in
parties ("Optional Features"). A list of such exercising any right, power or remedy under this
Optional Features, including information regarding Agreement shall operate as a waiver,nor shall any single
the security, privacy, and/or support policies of or partial exercise of any such right, power or remedy
those third parties, is available upon request. preclude any other or further exercise or the exercise of
14.9.3 Service Providers. Cornerstone has certified a any other right, power or remedy.
select group of third-party service providers that 14.15 Survival. Sections of the Agreement intended by their
implement, configure, and/or administer Software nature and content to survive termination or expiration of
("Certified Consultants"). A list of Certified the Agreement shall so survive.
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cornerstone
Quote Number: Q-93752
Order Effective Date: (Date of Last Signature Below)
Cornerstone OnDemand-ORDER
Customer Name County of Fresno
Order Start Date 11/03/2024
Order End Date 11/02/2026
Is a new purchase order required No
for this purpose?'
Primary Customer Contact Accounts Payable dssinvoices@co.fresno.ca.us +1 559-600-6230
Customer Address(Ship To) County of Fresno,Department of Social Services 205 W Pontiac Way ,Fresno,California, United
States,93612
Primary Billing(Invoice) Contact Accounts Payable dssinvoices@co.fresno.ca.us +1 559-600-6230
Customer Billing(Invoice)Address County of Fresno,PO Box 1912 ,Fresno,California, United States,93718-1912
*Note:Please send purchase order number to DI-Collections@csod.com within three(3)business days of order signing.
Product(s)
Period 1 Period 2
11/3/2024-11/2/2025 11/312025-11/2/2026
Product Qty Fee Billing Qty Fee Billing
Frequency Frequency
Cornerstone Saba Learning Management 2,700 USD 79,234.47 Annual 2,700 USD 83,988.54 Annual
Cornerstone Saba Meeting Event 200 USD 0.00 Annual 200 USD 0.00 Annual
Concurrent Users
Cornerstone Saba Advanced Testing& 2,700 USD 0.00 Annual 2,700 USD 0.00 Annual
Assessments
Customer Success Choice Package for 1 USD 5,000.00 Annual 1 USD 5,300,00 Annual
Cornerstone Saba
Period Subtotal: USD 84,234.47 USD 89,288.54
Purchase Order
If Customer indicates that a purchase order("PO") is required for payment,the customer will provide the PO no later than 3 business days to
dlcollections@csod.com and if the customer indicates that no PO is required,Customer represents that no PO is required for payment.
Special Terms
Invoicing Schedule
Payment terms for this Order shall be Net 30(days).
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Fees are invoiced beginning on the Start Date(s)in accordance with the Billing Frequency.If required,Fees are pro-rated based on the actual
number of days in the billing frequency period.One-time fees are invoiced on the Order Start Date.Any usage product will be billed monthly
in arrears based on actual usage.Notwithstanding the foregoing,one-time fees for services on a SOW shall be invoiced in accordance with
the billing terms set out in the applicable SOW. Except as otherwise expressly set forth herein,all purchases are non-cancelable and non-
refundable.Fees are exclusive of applicable sales,use,VAT,GST,digital tax,DST and other taxes and are net of withholding taxes.
Product Details
Choice Package:
New Functionality Readiness and Adoption—adopt and drive usage of new features
Optimization and Curation—keep your system relevant and easy to use,increase adoption and build competencies
S.O.S. (Sustain Our System)—get help with tasks and on-boarding new admins,and tune up your reports
Education—an efficient way to learn Cornerstone products,features and functions
Customer Success—proactive,strategic guidance and support to make the most of your investment
Technical Support—enhanced support and issue resolution
Customer Community—access self-help tools,connect with peers and stay up to speed on what's new
Product Collaboration and Engagement—have a voice in the future of Cornerstone
See https://www.cornerstoneondemand.com/legal/sla/Choice-Customer-Success-Package for detailed support descriptions.
Cornerstone Saba Learning includes learning capabilities,basic testing and assessment authoring,and content management
features.Additionally customers have access to the basic organizational charting features within Cornerstone Saba Cloud,and the available
social features(blogs,chat,discussion forums,dynamic network analysis,groups,ideas,resources,collections,and workspa ces)and The
Intelligent Mentor(TIM)feature.Price is per active user.Access to create Cornerstone Saba Meeting events is also included but the number of
Concurrent User licenses(required to support concurrent attendance)is limited.
Concurrent users for Cornerstone Saba Cloud Saba Meeting events.Cornerstone Saba Meeting events include meetings,classrooms (for
Cornerstone Saba Learning),and webinars.Cornerstone Saba Meeting concurrent users are the total number of users that can attend one or
more Cornerstone Saba Meeting events at any given time.
Cornerstone Saba Advanced Testing and Assessments provides additional features for the Testing and Assessment tool that is available in
Cornerstone Saba Learning,Cornerstone Saba Core Learning,Cornerstone Saba Extended Enterprise Learning,Cornerstone Saba Recruiting,
and Cornerstone Saba Pulse 360.There is no limit to the number of tests or surveys that can be created.
Terms and Conditions
This Order is hereby incorporated into and made part of the parties'master agreement(the"Agreement").If the term of the Agreement is set to
expire prior to the end of the Order Term,the term of the Agreement is hereby extended through the end of the Order Term for the purposes of
this Order.
Agreed and accepted:
Customer Cornerstone OnDemand,Inc.
Signature: Signature:
Name: Nathan Ma sl Name: jared Bogert
Title: Chairman, Board of Supervisors Title: GVP, Sales
Date: 10/22/2024 Date: 9/20/2024
ATTEST: —
BERNICE E.SEIDEL Order Validation Docu5lgneA by:
Clerk of the Board of Supervisors
County of Fresno,State ofCalifornia
By �1,,�� V � Deputy
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