AMD 2 - $150K ORDER FORM_SIGBLOCS.PDF
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Order Form QUALTRICS CONFIDENTIAL Qualtrics Customer By (signature): \s2\ By (signature): \s1\ Name: \n2\ Name: Bill Gates Title: \t2\ Title: Chairman, Board of Supervisors Date: \d2\ Date: \d1\ Qualtrics Primary Contact: Customer Primary Contact: Name: Sharath Bhat Name: Jackie Ward Phone: Phone: 6025063011 Email: sharathb@qualtrics.com Email: jackie.ward@maricopa.gov gParties: Qualtrics, LLC 333 W. River Park Dr. Provo, UT 84604 United States (“Qualtrics”) County of Maricopa 201 W Jefferson St Fl 4 Phoenix, AZ 85003 United States (“Customer”) Effective Date: The date signed by the last party to sign. Governing Document: This Order Form is subject to the Qualtrics Terms of Service at https://www.qualtrics.com/terms-of-service/ (the “Agreement”). All capitalized terms used but not defined herein have the meanings given to them in the Agreement. If there is a conflict between the terms of the Agreement and this Order Form, this Order Form will control. Attachments: - Service Level Exhibit - Fees Exhibit - Cloud Service Exhibit Services: As set forth in the exhibits attached hereto Term: As set forth in the exhibits attached hereto Payment Terms: As set forth in the exhibits attached hereto Additional Terms: To be completed by Customer Regional Data Center: Purchase Order Number (if any): \tbx_1_text\ Email Address for Invoice Submission: Shipping Address: \addressLineA1\ \addressLineB1\ Invoicing Instructions (if applicable): \instructions_1_text\ Billing Address for Invoice Submission: Attn: Order Form QUALTRICS CONFIDENTIAL Service Level Exhibit Service Levels 1. Availability. Qualtrics will use commercially reasonable efforts to ensure that the Cloud Service will be available at all times, excluding when the Cloud Service is unavailable due to (a) required system maintenance as determined by Qualtrics (“Scheduled Maintenance”); and (b) causes outside of the reasonable control of Qualtrics that could not have been avoided by its exercise of due care, including any outages caused by: (i) the Internet in general; (ii) a Customer-caused event; or (iii) any Force Majeure Event (“Availability”). 2. Scheduled Maintenance. A minimum of five days’ advance notice will be provided by email to Customer for all Scheduled Maintenance exceeding two hours. For Scheduled Maintenance lasting less than two hours, notice will be displayed on the login page. 3. Downtime. “Downtime” is defined as the Cloud Service having no Availability, expressed in minutes. 4. Remedies for Downtime. If Downtime exceeds a certain amount per month, Customer will be entitled, upon written request, to a credit (“Fee Credit”) based on the formula: Fee Credit = Fee Credit Percentage set forth below * (1/12 current annual Fees paid for Software affected by Downtime). All times listed immediately below are per calendar month. 1. If Downtime is 30 minutes or less, no Fee Credit Percentage is awarded. 2. If Downtime is from 31 to 120 minutes, Customer is eligible for a Fee Credit Percentage of 5%. 3. If Downtime is from 121 to 240 minutes, Customer is eligible for a Fee Credit Percentage of 7.5%. 4. If Downtime is 241 minutes or greater, Customer is eligible for a Fee Credit Percentage of 10.0% Order Form QUALTRICS CONFIDENTIAL Fees Exhibit License Details Start Date End Date Term in Months 20-Jan-2022 05-Aug-2022 7 Cloud Service Details Period Services Price Estimated Invoice Date Payment Terms from Invoice License Configuration 20-Jan-2022 TO 05-Aug- 2022 Cloud Professional $150,000.00 $0.00 Effective Date Net 30 Q-1644813 Total USD $150,000.00 *Term-based prorated amount of $150,000.00 annualized price. Prices shown do not include applicable taxes. Applicable taxes will be presented on the invoice. Press Release Notwithstanding anything to the contrary in the Agreement, upon mutual execution of this Order Form Customer grants Qualtrics the right to issue a press release naming Customer as a customer of Qualtrics and identifying the product purchased. Order Form QUALTRICS CONFIDENTIAL Cloud Service Exhibit Cloud Service Renewal (not applicable to pilots or proofs of concept). Qualtrics sends renewal notices to customers at least 60 days before the end of the term. Upon expiration of each term, the Cloud Service will automatically renew for a successive one-year term with a price increase of no more than 5% at such renewal, unless either party provides notice of nonrenewal at least 30 days prior to the end of the term. [Description of Services on following page] Order Form QUALTRICS CONFIDENTIAL YEAR 1 Q-1644813 CLOUD SERVICE CoreXM5 State of the Art SMS Text Reserve : 15000000 FOR AND ON BEHALF OF MARICOPA COUNTY By _______________________________ Bill Gates, Chairman, Board of Supervisors Date _______________________________ ATTEST: _______________________________ Clerk of the Board _______________________________ Date APPROVED AS TO FORM: _______________________________ Attorney for Maricopa County _______________________________ Date