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Home My WebLink AboutROCKET JONES INTERACTIVE LLC - CONTRACT - AGREEMENT MISC - ROCKET JONES INTERACTIVE LLC (2)Software Support Agreement Customer: Transfort Software Sites(s)/Tool(s) Covered: www.ridetransfort.com Includes RocketCore Agreement Date: 12/1/2017 Agreement Term: 1/1/2018 through 12/31/2018 Agreement Type: Type One - Distributed Base Agreement Cost: $900 ($75/month x 12 months) (Billed hours not included — see Billing Rates below)  Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com Rocket Jones Support Support Grid Type One Type Two Distributed Flat Rate Trained Support Team with Specific Project Knowledge x x Project and Support History Tracking x x Support Incident Reporting x x Training Hourly Included General Support Questions Hourly Included Problem Troubleshooting Hourly Included Office Hours Support $175/hour Included Office Hours Support - Priority $225/hour Included Office Hours Support - Urgent $300/hour $175/hour After Hours Support - Extended Day $300/hour $175/hour After Hours Support - Nights/Weekends $350/hour $175/hour After Hours Support - Rocket Holidays $400/hour $175/hour Distributed Plans: $50/month per Project (+$25 for RocketCore) Flate Rate Plans: Cost Varies by Complexity Requests for support when no support contract is in place are handled within our standard project workflow (fixed bids or hourly billing). Availability depends on current Rocket pipeline — no priority or urgency implied. 1 DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB Software Support Agreement This Software Support Agreement (“Agreement”) is entered into as of the effective date set forth below by and between Rocket Jones Interactive, LLC (“Rocket Jones”) and Transfort, the Customer under this Agreement (“Customer”). BY PURCHASE ORDER OR REMITTANCE OF PAYMENT FOR THE SOFTWARE SUPPORT AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. TERMS AND CONDITIONS 1.Definitions. For purposes of this Agreement (a)“Error” means any failure of the Software to conform in any material respect to its or their specifications. (b)“Error Correction” means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with its or their published specifications, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity. (c)“Product” means a product that Rocket Jones develops on behalf of the Customer. (d)“Software” means the object code version of the software program listed on the first page of this Agreement as well as any related software programs, purchased or provided, which are designed to operate in conjunction with that software program. 2. Term. Support agreements for new Software typically have a one year term, beginning on the date the software is shipped (or “goes live”). The term of a support renewal will be included on the renewal notice. Rocket Jones will endeavor to send a renewal notice prior to expiration of your current support agreement. Support agreements will automatically terminate in the event that Customer fails to pay the then current Support Fee when due. 3. Scope of Support. During the support term, Rocket Jones agrees to provide basic support services in support of the Software product(s) specifically identified on the first page of this Agreement. Basic support services shall consist of: (a)General Consulting and Troubleshooting - Support will include the opportunity for up to two designated Customer representatives to consult with a member of the Rocket Jones technical support staff who will assist the Customer with the Software capabilities, functionality and characteristics, and provide problem resolution assistance. Does not include end-user support. (b)Network Troubleshooting - Includes basic testing and troubleshooting of databases, connections, and scripts (in cases where we have such level of access to the hosting environment). Does not include responsibility for these 3rd Party hosting services in any way. Page 2 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB (c)Error Correction - 0-60 Days. Rocket Jones shall be responsible for using all reasonable diligence to correct verifiable and reproducible Errors when reported to Rocket Jones in accordance with its standard reporting procedures. Error Correction is available at no additional charge for 60 days from product launch (“go-live” period). The Error Correction, when completed, may be provided in the form of a “temporary fix,” consisting of sufficient programming and operating instructions to implement the Error Correction. (d)Error Correction - 60+ Days. Rocket Jones shall be responsible for using all reasonable diligence to correct verifiable and reproducible Errors when reported to Rocket Jones in accordance with its standard reporting procedures. Error Correction, after the 60 day “go-live” period, to be billed at agreed upon rates. The Error Correction, when completed, may be provided in the form of a “temporary fix,” consisting of sufficient programming and operating instructions to implement the Error Correction. (e)Staff. Rocket Jones shall maintain a trained staff capable of rendering the services set forth in this Agreement. 4. Prioritization of Support. (a)Priority 1 [Urgent] - System down, inability to perform work, inability to take new orders, significantly impacts Customer reputation   [1 hour initial response time, updates every 2 hours, expect fix within 4 hours] (b)Priority 2 [High] - System significantly degraded, impacts all users, some workarounds available (but painful), can take new orders   [2 hour initial response time, updates every 4 hours, fix typically within 1–2 days] (c)Priority 3 [Normal] - Some areas of system not working as designed, but workarounds available, impacts subset of users, can still take orders   [1 business day initial response time, updates as required, fix typically within a week] (d)Priority 4 [Low] - Minor system issue impacting a small minority of users.   [2 business day initial response time, updates as required, fix typically within next planned release] 5. Support Hours. The following support hour blocks are included in the agreement: (a)Business Hours - Rocket Jones will provide telephone and email support during Rocket Jones' normal business hours, from 9:00 a.m. through 5:00 p.m., Monday through Friday, Mountain Time, excluding Rocket Jones holidays. (b)Extended Weekday Hours - Rocket Jones will provide telephone and email support during extended weekday hours, from 5:00 p.m. through 9:00 p.m., Monday through Friday, Mountain Time, excluding Rocket Jones holidays. (c)Weeknight Hours - Rocket Jones will provide telephone and email support during weeknight hours, from 9:00 p.m. through 9:00 a.m., Monday through Friday, Mountain Time, excluding Rocket Jones holidays. (d)Limited Weekend Hours - Rocket Jones will provide telephone and email support during weekend hours, from 10:00 a.m. through 3:00 p.m., Saturday and Sunday, Mountain Time, excluding Rocket Jones holidays. (e)Full Weekend and Holiday Hours - Rocket Jones will provide telephone and email support during all weekend and holiday hours, Mountain Time. Page 3 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB 6. Additional Services. In addition, Rocket Jones may provide additional services, as mutually agreed, in support of the Software, subject to payment of its normal charges and expenses: (a)Additional Training. Subject to space and staff availability, for an additional charge, Rocket Jones will provide the Customer’s employees with additional or advanced training classes. (b)Custom Enhancements. Rocket Jones will consider and evaluate the development of custom enhancements and will respond to the Customer’s requests for additional services pertaining to the Software. 7. Cooperation of the Customer. The Customer agrees to notify Rocket Jones promptly following the discovery of any Error. Further, upon discovery of an Error, the Customer agrees, if requested by Rocket Jones, to submit to Rocket Jones a listing of output and any other data that Rocket Jones may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. 8. Exceptions. The following matters are not covered by basic support: (a)Any problem related to 3rd party servers and hosting services; (b)Any problem resulting from the misuse, improper use, alteration, or damage of the Software; (c)Any problem caused by modifications in any version of the Software not made or authorized by Rocket Jones; (d)Any problem resulting from programming other than the Software; (e)Any problem resulting from the combination of the Software with such other programming or equipment to the extent such combination has not been approved by Rocket Jones The Customer will be responsible to pay Rocket Jones’ agreed upon billing rates and expenses for time or other resources provided by Rocket Jones to diagnose or attempt to correct any such problem. In addition, the Customer is responsible for procuring, installing, and maintaining all hosting services, equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Software and to obtain support services from Rocket Jones. Rocket Jones will not be responsible for delays caused by events or circumstances beyond its reasonable control. 9. Fees and Expenses. Customers may subscribe to the support agreement by paying the annual support fee. The support fee for each successive one-year term shall be due and payable no later than the last day of the then current term. Customer may be required to pay an additional fee if support services lapse and are subsequently resumed. Customers purchasing additional software or modules during the current term of their support agreement may be required to pay additional support fees for the additional software or modules. Support fees do not include any applicable travel and living expenses for installation and training, file conversion costs, optional products and services, directories, consulting services, shipping charges, or the costs of any recommended hardware. The Customer agrees to pay such fees and costs, when and as the services are rendered and the expenses incurred, as invoiced by Rocket Jones. Rocket Jones reserves the Page 4 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB right to require prepayment or advance deposit for such additional charges or expenses in some instances. The Customer is also responsible for sales or use taxes and state or local property or excise taxes associated with Customer’s licensing, possession, or use of the Software or any associated services. 11. Limited Warranty. Rocket Jones shall perform its services hereunder in a workmanlike manner. Notwithstanding the addition of any Error Correction or update to the Software for purposes of the Software License Agreement, Rocket Jones’s obligation to correct Errors in such additions shall be limited to the terms of this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ROCKET JONES SHALL HAVE NO LIABILITY FOR THE SOFTWARE OR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; ROCKET JONES MAKES AND the CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND ROCKET JONES SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. Limitation of Liability; Exclusion of Consequential Damages. IN NO EVENT SHALL ROCKET JONES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES OR SOFTWARE PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF: BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ROCKET JONES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Page 5 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB Software Support Agreement Acceptance Transfort Accepted by Authorized Agent (please sign) Accepted by Authorized Agent (please print name) Date Rocket Jones Interactive, LLC Accepted by Authorized Agent (please sign) Accepted by Authorized Agent (please print name) Date NOTE: Please initial the bottom of each preceding page. Page 6 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB 12/13/2017 Gerry Paul 12/12/2017 Jeff Bristol Contact Rocket Jones ! ROCKET JONES INTERACTIVE, LLC Office Address: Rocket Jones Interactive 204 Walnut Street Fort Collins, Colorado 80524-2412 Mailing Address: Rocket Jones Interactive PO Box 2091 Fort Collins, Colorado 80522 Phone: (970) 482-5790 Jeff Bristol, President jeff@rocketjones.com Jeff Shoemaker, Principal Software Engineer shoe@rocketjones.com Technical Support support@rocketjones.com Page 7 Software Support Agreement | Rocket Jones Interactive | www.rocketjones.com DocuSign Envelope ID: 16FA36FB-0B58-4DF1-B0EF-CA4ABD712AEB