HomeMy WebLinkAboutBlazestack Fire Investigation Reporting Software - Contract DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZESTACK
SOFTWARE SERVICES ORDER FORM AND SAAS SERVICES AGREEMENT
This Software Services Order Form and SaaS Services Agreement(this"Agreement') is between Blazestack Inc.,
(`Blazestack")a Texas corporation with mailing address of 3201 Bee Caves Road,Suite 120#160266,Austin,Texas
78746,and("Customer")identified immediately below.
CUSTOMER INFORMATION
Mason County Community Development
615 W Alder St,Shelton,WA 98584
SERVICE,SERVICE LEVEL, INITIAL ANNUAL EFFECTIVE DATE& RENEWAL DATE
USER-SEATS&CASE SERVICE FEE&TERM DUE DATE
VOLUME
Fire Investigation
Case Management Software 01/01/2026;automatic
$9,501 for 19-month term annual renewal into 12-
Gold Plan June 1, 2024 month term unless Customer
provides Blazestack 30 days
User-Seats: 12 prior written notice of non-
renewal.
Annual Case Volume: 50
STANDARD SUPPORT
Blazestack will provide Technical Support to Customer via both telephone and electronic mail Monday through Friday during
the hours of 9:OOAM through 5:OOPM Central Time,with the exclusion of federal holidays("Support Hours").Customer may
initiate a helpdesk ticket during Support Hours by calling(866)303-4344 or any time by emailing support(cbblazestack.com.
Blazestack will use commercially reasonable efforts to respond to all hel desk tickets within one 1 business day.
STANDARD INFORMATION
Service Fee includes implementation, support,ongoing upgrades and updates,software patches, and 50 GB of case media
storage.(Additional case media storage capacity can be added at a cost of$250/year per each additional 250 GB.Blazestack
will provide notice when storage capacity reaches 50%.
This Agreement is entered into on the"Effective Date"listed above,between Blazestack and Customer.This
Agreement consists of the above Order Form,as well as the attached Terms and Conditions and contains,among
other things,warranty disclaimers,liability limitations and use limitations. There shall be no force or effect to any
different terms of any related purchase order or similar form provided by Customer.
BLAZESTACK: CUSTOMER:
DocuSigned by: A
Name: Ran y ore Nam . Randy Ne erlin
Title: CEO Title: Chair,Mason County Commissioners
Email: randy@blazestack.com Email: rneatherlin@masoncountywa.gov
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
Bello a blazestack.com
(866)303-4344
CONFIDENTIAL
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
TERMS OF SERVICE
These Terms of Service is between Blazestack Inc.,a Texas corporation(collectively,`Blazestack"),and the entity
identified on the applicable Order Form("Customer").The Agreement is effective as of the date in the applicable
Order Form("Effective Date").
"User"means a single,unique authorized individual
1. DEFINITIONS of the Customer that uses the Service on Customer's
Capitalized terms have the meanings described in this behalf.
section or in the body of the Agreement.
"User-Seat" is a license for one User to use the
"Agreement"means these Terms of Service and the Service.
relevant Order Form.
2.SERVICE AND SUPPORT
"Annual Case Volume"means maximum number of 2.1.Provision of Service.Blazestack shall provide
Cases entered into the system by Customer's Users Customer with access to the Service for the number
per year. of User-Seats specified on the Order Form during the
Term,or if not specified a reasonable amount of
"Case"means one individual incident at a specific Users in the sole discretion of Blazestack.
location.
2.2.Use of Service. Customer shall use the Service
"Customer Data"means all electronic data or and the data generated by the Service("Generated
information that Customer submits to the Service or Data")only for fire investigation purposes.
is submitted on behalf of Customer as well as all
Generated Data,as defined in Section 2.2,except to 2.3. System Requirements.Customer shall meet the
the extent of any data,information,or intellectual minimum system requirements for access to the
property owned by Blazestack or a third-party. Service,currently set forth at the end of this
Agreement but subject to change by Blazestack on a
"Order Form"means a Blazestack ordering document reasonable basis. Blazestack shall provide written
that references these Terms of Service,whether notification to Customer for any changes to the
online or via a separate form. minimum system requirements.
"Report"means any report, analysis,content,survey, 2.4.Third-Party Products. Blazestack may offer
opinion,photo,technique,hypothesis,finding,study Customer the ability to use Third Party Products with
relating to any fire investigation prepared by the Service,subject to Customer's agreement with
Customer and/or User. any applicable terms and conditions for those Third-
Party Products.
"Service"means Blazestack's proprietary fire
investigation software accessible through the internet, 3. RESPONSIBILITES AND RESTRICTIONS
that is intended for use in the investigation of fire. 3.1.Blazestack Responsibilities.Blazestack shall: (i)
provide Customer with access to the Service in
"Term"means the period of Customer's subscription accordance with this Agreement and all applicable
to the Service as specified in an Order Form,unless laws;and(ii)provide the Service with a minimum of
terminated earlier under Section 7(Term and 99.0%Uptime during any calendar month,except
Termination). Blazestack shall have 2 business days to restore
availability after any downtime."Uptime"means the
"Third-Party Products"means any products or availability of the Service,excluding lack of
services not developed by Blazestack. availability due to Customer or third-party causes,
downtime for maintenance, or a Force Majeure
Event.
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
liello@b1azestack.com
(866)303-4344
CONFIDENTIAL
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
3.2.Customer Responsibilities.Customer shall: software service or product;or(viii)copy,record,
(i)ensure Users to comply with this Agreement;(ii) screenshot,or otherwise capture any aspect of the
ensure that any firewalls or other security measures Service in any medium without the prior written
are properly configured to allow Blazestack internet consent of Blazestack.
traffic on the necessary IP addresses and ports;
(iii)whitelist any and all*.blazestack.corn domains 4. FEES
and*@blazestack.com email addresses,and disable 4.1.Fees.Customer shall pay all fees specified in all
any ad blockers,pop-up blockers,content filters,or Order Forms("Fees").Fees are quoted and payable
any other technologies that may interfere with in United States dollars and are non-refundable,
Blazestack security or User usability,in order to except as described in Section 7(Term and
enable proper functioning of the Service; (iv) Termination).Acceptable forms of payment are
cooperate with Blazestack so that Blazestack can limited to credit card,ACH,wire transfers and
provide the Service;(v)be responsible for the physical check,provided that Blazestack may change
Customer Data including the accuracy,completeness, acceptable forms of payment upon thirty(30)days'
and legality of the Customer Data;(vi)prevent notice to the Customer. User-Seats purchased but not
unauthorized access or use of the Service and utilized during the Tenn are not eligible for refunds.
promptly notify Blazestack if Customer discovers or
reasonably believes any unauthorized access or use 4.2.Taxes.Fees are exclusive of all taxes,including
has occurred;(vii)use the Service in accordance with any applicable sales,excise,or use taxes("Taxes").
this Agreement and applicable laws;and(viii)create Customer shall pay any Taxes directly or to
Reports in accordance with industry standards. Blazestack,as required by law.If Customer is
exempt from paying Taxes,Customer shall provide
Furthermore,the Customer is responsible for the Blazestack with a valid tax exemption certificate.
results of the use of the Service,including any and all
Reports,and hereby acknowledges to the Blazestack 4.3.Invoicing and Payment.Blazestack shall invoice
that(a)Customer is solely responsible for any such Customer according to the terms on the Order Form.
use of Report and(b)the Blazestack is not certifying Unless the Order Form states otherwise,Fees are due
or validating any portion of the Report. upon receipt of invoice(the"Due Date").Customer
shall provide Blazestack with complete and accurate
3.3 Restrictions.Only Users may use the Service and billing and contact information and promptly notify
only with the account credentials issued to that User Blazestack of any changes throughout the Term.
by the Customer. Users may not share their account
credentials.Customer shall not,and shall not permit 4.4.Overdue Fees. If Blazestack does not receive all
any third party to: (i)use the Service except as Fees by the applicable Due Date,Blazestack may
expressly authorized under this Agreement;(ii) charge a late fee on the unpaid balance at the lesser of
interfere with or disrupt the integrity or performance 1.5%per month or the maximum lawful rate,starting
of the Service;(iii)rent, lease,lend,sell,sublicense, from the date the payment was due until the date
assign,distribute,publish,transfer or otherwise make paid. Customer shall also reimburse Blazestack for
the Service available;(iv)remove any title, all reasonable costs incurred in collecting any
trademark,copyright,or restricted rights notices or amounts not paid when due,including any attorneys'
labels from the Service;(v)modify or create a fees.Blazestack reserves all rights and available
derivative work of the Service or any portion of the remedies to collect overdue Fees fiom Customer,
Service;(vi)reverse engineer,disassemble, including but not limited to suspending Customer's
decompile,decode,adapt or otherwise attempt to access to the Service until all Fees are paid.
derive or gain access to the source code,object code
or underlying structure or algorithms of the Service; 5.CONFIDENTIALITY
(vii)access or attempt to access or use the Services 5.1.Definition."Confidential Information"means
for purposes of competitive analysis of the Services oral,electronic,or written information disclosed by a
or the development,provision,or use of a competing party,whether designated confidential or not,or that
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
hello@blazestack.com
(866)303-4344
CONFIDENTIAL
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
a reasonable person would know it was confidential 6.PROPRIETARY RIGHTS
based upon the nature or content of the information 6.1. Customer Ownership and Licenses.Customer
or the circumstances of its disclosure. owns all rights,title and interest in and to Customer
Data and Reports. During the Term,Customer grants
Blazestack Confidential Information includes,but is Blazestack a worldwide,non-exclusive,royalty-free,
not limited to, information pertaining to the features, non-sublicensable(except as needed to provide the
functionality,any testing,and performance of the Service),non-transferable(except as described in
Service,pricing,and this Agreement as well as Section 11.5 (Assignment))right to access and use
Feedback. Confidential Information does not include the Customer Data to provide the Service to
information that: (i)is now or becomes generally Customer and to monitor and improve the Service.
known or available to the public without breach of Customer shall back up Customer Data during the
this Agreement by the receiving party(the Term and may not have access to the Customer Data
"Recipient");(ii)was acquired by the Recipient via the Service after the Term.
without restriction on its use or disclosure before the
information was received from the disclosing party 6.2. De-Identified Data. Blazestack may collect,
(the"Discloser");(iii)is obtained by the Recipient develop,create,extract,compile,synthesize,analyze
without restriction on its use or disclosure fi•om a and commercialize statistics,benchmarks,measures
third party authorized to make the disclosure;or(iv) and other information based on Aggregated Data
is independently developed by the Recipient without (collectively,"De-Identified Data"). De-Identified
using or referring to the Discloser's Confidential Data will be owned solely by Blazestack and may be
Information. used for any lawful business purpose."Aggregated
Data"means Customer Data that is: (i)anonymized
5.2.Protection of Confidential Information.The and not identifiable to any person or entity;(ii)
Recipient may only use the Discloser's Confidential combined with the data of other customers or
Information in relation to this Agreement.The additional data sources;and(iii)presented in a way
Recipient shall maintain the confidentiality of the which does not reveal Customer's identity.
Discloser's Confidential Information with at least the
same degree of care that it uses to protect its own 6.3. Feedback. If Customer provides Feedback,
confidential and proprietary information(including Customer grants to Blazestack sole and exclusive
but not limited to maintaining reasonable ownership of all intellectual property rights to any
administrative,physical,and technical safeguards) Feedback and results of the implementation or any
and no less than a reasonable degree of care. Each such Feedback."Feedback"means recommendations,
party has the right to seek an injunction(without suggestions,enhancement requests or any ideas,
having to post a bond)to prevent any breach or technology,developments,derivative works,or other
continued breach of this section. intellectual property related to the Service or
Blazestack.
5.3.Compelled Disclosure. If the Recipient is
required by law or a valid court or government order 6.4.Reservation of Rights.Blazestack and its
to disclose any of the Discloser's Confidential licensors reserve all right,title and interest in and to
Information,then(to the extent permitted under law) the Service,including all related intellectual property
the Recipient shall promptly notify the Discloser in rights,subject to the limited rights expressly granted
writing of the required disclosure so that the in this Agreement.No other rights are granted to
Discloser may seek to protect its Confidential Customer by this Agreement.
Information.The Recipient shall cooperate with the
Discloser in seeking such protection. 7.TERM AND TERMINATION
7.1.Term.The Terri begins on the Effective Date
and ends on the Termination Date."Termination
Date"means the earlier date of:(i)the expiration or
termination of all Order Forms under this Agreement;
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
hello@blazestack.com
CONFIDENTIAL (866)303-4344
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
or(ii)termination of this Agreement under this THE SERVICE IS PROVIDED"AS IS."EXCEPT
section. AS EXPRESSLY PROVIDED HEREIN,
BLAZESTACK MAKES NO WARRANTIES OF
7.2.Automatic Renewal.All subscriptions will renew ANY KIND,WHETHER EXPRESS, IMPLIED,
for an additional I-year term("Renewal Term")at STATUTORY OR OTHERWISE,AND
the prevailing list price at the time of such renewal SPECIFICALLY DISCLAIMS ALL IMPLIED
unless either party receives written notice of an intent WARRANTIES, INCLUDING BUT NOT LIMITED
not to renew at least 30 days before the end of the TO ANY WARRANTIES OF
Term or Renewal Term. MERCHANTABILITY,NON-INFRINGEMENT
OR FITNESS FOR A PARTICULAR PURPOSE,
7.3.Termination for Cause.A party may terminate TO THE MAXIMUM EXTENT PERMITTED BY
this Agreement or any applicable Order Form:(i)if APPLICABLE LAW. SPECIFICALLY,THIRD
the other party is in material breach of this PARTY CONTENT AND TEST FEATURES ARE
Agreement and fails to cure the breach within 30 PROVIDED"AS IS,"EXCLUSIVE OF ANY
days of receiving written notice from the non- WARRANTY. EACH PARTY DISCLAIMS ALL
breaching party;or(ii)if the other party becomes the LIABILITY AND INDEMNIFICATION
subject of a petition in bankruptcy or any proceeding OBLIGATIONS FOR ANY HARM OR DAMAGES
relating to insolvency,receivership,liquidation or CAUSED BY ANY THIRD-PARTY
assignment for the benefit of creditors. If Customer NETWORKING OR HOSTING PROVIDERS OR
terminates due to Blazestack's breach,Customer's THIRD-PARTY PRODUCTS.
exclusive remedy is a pro-rata reimbursement of
prepaid Fees covering the remainder of the Term 8.3 Indemnification.Customer shall indemnify,
after the Termination Date.If Blazestack terminates defend,and hold harmless the Blazestack and its
due to Customer's breach,Customer will pay any officers,directors,employees,agents,successors,and
unpaid Fees covering the remainder of the Term after assigns against all losses arising out of or resulting
the Termination Date.Termination under this section from any third patty claim,suit,action,or proceeding
will not relieve Customer of its obligation to pay any related to or arising out of or resulting from:(i)
Fees owed for the period prior to the Termination Customer's(or its User's)bleach of any
Date. representation,warranty,covenant,or obligation
under this Agreement,(ii)all matters related to any
8. WARRANTIES AND DISCLAIMERS; Report,(iii)the transmission of harmful or malicious
INDEMNIFICATION code,files,scripts,agents or programs by or through
8.1.Mutual Warranties. Each party represents that it: Customer(or its Users),(iv)any intellectual property
(i)has the legal power to enter into this Agreement; infringement or other matter resulting from the
(ii)will comply with all applicable laws in Customer's Data,or(v)any acts or omissions of
relationship to the provision and use of the Service Customer(or its Users).
during the Term;and(iii)will use reasonable efforts
to avoid transmitting to the other party any harmful 9.LIMITATION OF LIABILITY
or malicious code,files,scripts,agents or programs. 9.1 Limitation of Liability.IN NO EVENT WILL
EITHER PARTY'S AGGREGATE LIABILITY
8.2.Warranty Disclaimer.Blazestack does not make ARISING OUT OF OR RELATED TO THIS
any representations that the functions performed by AGREEMENT,WHETHER IN CONTRACT,
n
the Service will meet all of Customer's requirements, TORT OR UNDER ANY OTHER THEORY OF
that the operation of the Service will be uninterrupted LIABILITY,EXCEED THE TOTAL AMOUNT
or error free,that all defects in the Service will be PAID BY CUSTOMER HEREUNDER IN THE 12
corrected,or that the Service will be available in all MONTHS PRECEDING THE INCIDENT GIVING
languages or all countries. RISE TO THE LIABILITY.THE FOREGOING
LIMITATIONS WILL NOT APPLY TO
CUSTOMER'S PAYMENT OBLIGATIONS OR
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
hello@blazestack.com
(866)303-4344
CONFIDENTIAL
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
CUSTOMER'S WILLFUL MISCONDUCT, proceed to legal action shall take place in Travis
FRAUD,NEGLIGENCE,OR INDEMNIFICATION County,Texas.
OBLIGATIONS.
11.2.Notices.Notices under this Agreement must be
9.2.Exclusion of Consequential and Related in writing and will be considered given upon: (i)
Damages. IN NO EVENT WILL EITHER PARTY delivery by traceable courier or mail(delivery
HAVE ANY LIABILITY TO THE OTHER PARTY confirmation/return receipt requested);or(ii)the
FOR ANY LOST PROFITS OR REVENUES OR second business day after sending by email.Notices
FOR ANY OTHER CONSEQUENTIAL, to Blazestack should be sent to
INCIDENTAL,INDIRECT,SPECIAL,COVER OR notice n,blazestack.com.Billing notices and notices
PUNITIVE DAMAGES,HOWEVER CAUSED, relating to this Agreement will be sent to the contacts
WHETHER IN CONTRACT,TORT OR UNDER designated by Customer on the Order Form.
ANY OTHER THEORY OF LIABILITY,AND
WHETHER THE PARTY HAS BEEN ADVISED 11.3.Customer References.During the Term,
OF THE POSSIBILITY OF SUCH DAMAGES. Blazestack may include Customer's name,logo and
THE FOREGOING WILL NOT APPLY TO THE success stories in Blazestack's website,press
EXTENT PROHIBITED BY APPLICABLE LAW, releases,promotional and sales literature,and lists of
customers.
10. US.GOVERNMENT MATTERS
10.1.Terms for U.S. Government Customers.This 11.4.Force Majeure.Neither party will be
section applies only to Customers that are U.S. responsible for failure or delay of performance if
government entities subject to the cited regulations caused by an event outside the reasonable control of
("U.S.Government Customers").The Service is a the obligated party,including but not limited to an
"commercial item"(as defined in 48 C.F.R.2.101) electrical, internet,or telecommunication change or
and involves the use of"commercial computer outage not caused by the obligated party;govermnent
software"and"commercial computer software restrictions;or illegal acts of third parties("Force
documentation"(as used in 48 C.F.R. 12.212).All Majeure Event"). Each party will use reasonable
U.S. Government Customers acquire subscriptions to efforts to mitigate the effect of a Force Majeure
the Service only as a"commercial item"and only Event.
with those rights that are granted to all other end-
users pursuant to the terms and conditions of this 11.5.Assignment.Neither party may assign any of its
Agreement,consistent with 48 C.F.R. 12.212 and 48 rights or obligations under this Agreement without
C.F.R.227.72021 through 227.72024. the other party's prior written consent(not to be
unreasonably withheld),except either party may
11.GENERAL TERMS assign this Agreement in its entirety without the other
11.1. Dispute Resolution;Governing Law; Forum. party's consent to its affiliate or as part of a merger,
The parties shall first attempt to resolve any dispute acquisition,corporate reorganization,or sale of all or
through mediation.The parties shall jointly select a substantially of all its assets.
mediator and shall participate in good faith in the
mediation process. The costs of the mediation 11.6.Relationship of the Parties. The parties are
process shall be shared equally by the parties.The independent contractors. This Agreement does not
mediation shall take place in Austin,Texas.If the create a partnership,franchise,joint venture, agency,
dispute is not resolved through mediation within 90 fiduciary or employment relationship between the
days from receipt by one party of the initial notice of parties.
the dispute from the other party,either party may
proceed to court to seek resolution. Each party 11.7. Waiver.No failure or delay by either party to
waives its right to a jury trial.The laws of the State of exercise any right under this Agreement will
Texas govern this Agreement excluding that State's constitute a waiver of that right,unless expressly
choice-of-law provisions.Venue for any disputes that stated in this Agreement.
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
liello@blazestack.com
CONFIDENTIAL (866)303-4344
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952
BLAZE STACK
"include,"and"includes"are not limiting and shall
11.8.Severability. If any provision of this Agreement be deemed to be followed by the phrase"without
is held by a court of competent jurisdiction to be limitation."Use of the terms"hereunder,""herein,"
invalid or unenforceable,the provision will be "hereby,"and similar terms refer to this Agreement.
modified to the minimum extent necessary to make it No modification,amendment,or waiver of any
enforceable.The provision will be disregarded only if provision of this Agreement shall be effective unless
such modification is not possible or is prohibited by in writing and signed by both parties hereto.
law.The remaining provisions of this Agreement will
remain in effect. 11.11.Headings.Headings are for reference only and
do not affect the meaning or interpretation of this
11.9.Order of Precedence.If there is a conflict or Agreement.
inconsistency between any Order Form,Statement of
Work,Exhibit,and this Agreement,the order of 11.12.Counterparts.This Agreement may be
precedence shall be:(i)Order Form,(ii)Statement of executed in one or more counterparts.Each
Work,(iii)an Exhibit,and(iv)this Agreement. counterpart is an original.All counterparts together
form one document.
11.10 Entire Agreement;Amendment.This
Agreement,including the Software Services Order 11.13. System Requirements.Customer shall meet
Form,constitutes the entire agreement between the the minimum system requirements for access to the
parties with respect to the subject matter set forth Service
herein,and supersedes all prior and contemporaneous
agreements,proposals,or representations,written or Google ChromeTM:Version 97 to most
oral,concerning its subject matter.No terms, Current
provisions,or conditions of any purchase order,
acknowledgement,check,or other business form that Microsoft®Edge&Version 96 to most
Customer may use in connection with the acquisition Current
or licensing of the Service or Software will have any
effect on the rights,duties,or obligations of the Mozilla@ Firefox®: Version 96 to most
parties under this Agreement,regardless of any Current
failure of Blazestack to object to such terms,
provisions,or conditions. Apple®Safari®: Version 15 to most
Current
As used in this Agreement,the terns"including,"
Blazestack Inc.
3201 Bee Caves Road,
Suite 120#160266,
Austin,Texas 78746
Bello@blazestack.com
(866)303-4344
CONFIDENTIAL
Last updated:January 20,2024
DocuSign Envelope ID:42164FC2-385F-40E4-A9B7-18E7291CB952