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HomeMy WebLinkAboutR-2012-098 Agreement for Software Upgrade and Training with Tyler Technologies RESOLUTION NO. R-2012-098 A RESOLUTION ACCEPTING THE PROPOSAL OF TYLER TECHNOLOGIES TO UPGRADE THE EXISTING COURT CASE MANAGEMENT INCODE SOFTWARE, PROVIDE FOR DATA MIGRATION AND TRAINING FOR SUCH SYSTEM, AUTHORIZING THE EXPENDITURE OF FUNDS IN THE AMOUNT OF $18,641 FOR SUCH PURPOSES AND AUTHORIZING AN ANNUAL SERVICE AGREEMENT FOR ONGOING MAINTENANCE AND TRAINING WHEREAS, the City issued a request for proposals to Tyler Technologies as its financial software vendor for the purpose of upgrading the existing court case management software; and WHEREAS, the proposal and the software system proposed by Tyler Technologies $18,641 has been evaluated by the Finance Director and recommended as the most advantageous proposal for use by the City; and WHEREAS, the Board of Aldermen find it is in the best interest of the City to purchase such software and provide for annual training and license fees associated therewith as set forth in Exhibit A attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the proposal of Tyler Technologies for INCODE Court Case Management Software and training in the amount of $18,641 is hereby accepted and approved; and FURTHER THAT the Mayor and/or City Administrator are hereby authorized to enter into the Systems Agreement attached hereto as Exhibit A and to further execute all documents and agreements necessary or incidental to carry out the terms and conditions of such award and the City Clerk is authorized to attest thereto. PASSED AND ADOPTED by the Board of Idermen and APPROVED by the Mayor of the City of Riverside, Missouri, the �—tlay of ���i/� 2012. , K th een L. Rose, Mayor ATTEST: J �'� Robin Littrell; C ty Clerk Approved�s to Form: / ho so , City Attorney •• ••:; �. tyler • ter.hnolog�es Systems Agreement Local Government Division Agreementbetween: TylerTechnologies, Inc 5519 53rd Streeb Lubbock, Texas 79414 (800) 646.2633 (806)797-4849 Fax And City of Riverside, MO 2950 NW Vivion Road Riverside, MO 64150-1502 (816)741-3993 Issued date: July 3, 2012 A c ••° a� tyler .,. � . AGREEMENT This ageement is entered into by and benveen Tyler TecMologies, Inc., hereinafter referted to as COMPANY, located at 5519 53rd Street, Lubbock, Texas 79414; and; City of Riverside, MO hereinafter refened to as CLIENT oq , 2012. WMPANY and CLIENT agree as follows: L COMPANY shall fi�mish the produas and servires as descnbed in this Agreement, and CLIEIJT shall pay the prices set forth in this Agreement. 2. This Agreemenl mnsists o£ this Cover and �he following Attachments and E�ibits. Sectiun A Investment Summary (A-F) Seciion B COMPANY Agreement Terms and Conditions 3. The License Fees se� fonh in ihe Invesimem Summary are based on defined caregory levels. Place- ment within a category is based on the size ufthe organiration serviced and measured by such facrors as operating budget, number of employees, number of utility accounts, number of swom offirers, population of the entiry, etc. M WITTIESS WHEREOF, persons having been duly authorized and empowered �o e�ter inro this Ag7eement hereumo executed fiis Agreement effective as of the date las� set forth below. Client: S �ty ofRiverside, MO TylerTech�ologies, Inc.: 8 /l �/�i�il1�.�-G�✓`�'� B 1 �' -�-_ �.../ .�.-�__ Y Y�--- - - � - - Sign�Mr i / � � Signamre o � � i i�17 � P G: .l � O.� r� Y v �v Printed Name Printed Name J ) ��,. ,^,L Gb0 � I�i1� Trtle Title 'JU/�� / 7, :�.0 / :1-- �isnz Dat� Issue Dare /�4q3Ja..1 Sales Taz Certificate Number B InvesUnent Summary +�k tyler ��.� CM a RHerWe. YO : I�z�v.r. (:onr�n ID M: 301LIIIM p� (��; cry�i wrmiaq MU Cw�aaPwm: �.wa I�.u�oa�: ]1411 Addea: ncnNW VinmNmE w.�.ix.Nnw�sa�sox Sdnimn: 0.Rme Powc IPIfi)MI-NlJ FL: lBin]�68a19 E�miL f.+am TaE�rnyC Yn/N �mdM.Bmi¢R69Te1� . .. . ..��hepmOm�i �.. TMab � p1i{n�e.' idy PqYMatlms 9ollxae tbnuFwe-IACOCELw�GeseMS+genia�ISWe WT 3,&1.W Tdal PMeiYmal Servlws qy 15,MOW ISLUOW ,� ,> , �.. �,�,�;,. .. G � s ' ' 7s,ouuoo � s,ui:oo %eueNde: TwMapenxoxvQledillNuinand General Payment Terms • ��� tyler Donna Resz �� �� City of Riverside, MO � technalogles Genera/ Payment Terms: The fees and other charges sel forth on the Investment Summary - Page C shall be due and payable as follows: (a) License Fees: CLIENT shall pay to COMPANY the license fees for the Migrated Soflware upon the earlier of (A) COMPANY's verification of the soRware producls; (B) CLIENT's completion of its own validalion process; or (C) CLIENT's live processing (each as set foAh in Section 2.3 of the Software License Agreement) per implemented produd suile. In no case, shall this period exceed one hundred-eighty (180) days from delivery of the software. (b) Proiect Manaaement Services: Projed management will be billed upon verifcation of soflware. In no case, shall lhis period exceed one hundred-eighly (180) days from delivery of ihe soflware. (c) Dafa Conversion Services: Conversion Programming Fee will be billed upon verificalion of soflware. Associaled service fees will be billed as incurred. - (d) Professional Services: All other professional service fees and e�enses shall be billed as delivered and incurred and shall be due and payable net 30 days. � (e) Annual Soitware Maintenance Fees: The soRware license tees for ihe Migrated Soflware include maintenance from ihe date the Migrated Software is delivered until the anniversary date of CLIENT's existing Annual Software Maintenance Agreement, thereaRer, the annual soRware maintenance fees for the Migrated Software set forth on ihe Investment Summary shall be billed annually in advance and due upon such anniversary date. (� The fees and other charges set forth on the InvesUnent Summary - Page C do not include any taz or other govemmenlal imposition inGuding, without limitation, sales, use or excise tax. All applicable sales tax, use tax, or excise tax shall be paid 6y CLIENT and shall be paid over to lhe proper authorities by CLIENT or reimbursed by CLIENT to COMPANY on demand in the event that COMPANY is responsible or demand is made on COMPANY for the payment thereof. If lax-exempt, CLIENT must provide COMPANY with CLIENT's tax-exempt number or form. D Soflware Licenses � , tyler Donna Reaz � CIy W RiveniEe, M0 � - ' � ` JuN �. 301E Mnual ApPlicatlonSdMare UTY LlcenaeFee Main�enanu I EeC rIC M�u ml5 rte � 3 �� CnminalCOW CacaMenegdnen� In<atleApPlicatimSUMatal N/A 3.&11 AppliwUOn+ntlSystem5ortwareTdal H�A �•�� E Professional Services '�'.�:�. tyler Donna Resz Ciry of Riverside, MO • u� mnir� r� Juy 5, 2012 Application Professlonal Services Summary Estimated Hours Estimated Services ImplemeMation Services - Court Case Management Suite Conversion Services Court Case Management Suite INCODE Professional Services INCODE v.X Migration Services 120 15,000 Professional Services Total 120 15,000 Estimated Estimated Implementatlon Services Breakdown QTY Hours Servlces Incode Court Case Manaaement Suite ^ Criminal CouA Case Management 1 Court Case Management Suite Su6[oWl N/A N/A P�otesslonal Services INCODE Migration Servlces INCO�E v.X CouA Migration Services eo 10,000 P�o(esslonal Services Advanced v X Treinino 40 5,000 Professional Services SubtoWl 120 15,000 F . COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS 1. General Terms. The following terms set forth in this Section 1 apply to each of the Software License Agreement (Section 2), Professional Services Agreement (Section 3), Annual Maintenance Agreement (Section 4), Hardware and System Software Agreement (Section 5), Annual Hardware Maintenance Agreement (Section 6), Third Par[y Produc[ Agreement (Section 7), and RMA Policy (Section 8) as if fully set forth therein. I.1 General Payment Terms. See page D of the [nvestment Summary. 1.2 Invoicing. The Company shall invoice the Client in accordance with Section l.l. In the event of any disputed invoice, Client shall provide written notice of such disputed invoice [o Attention: Company ConVoller at the address listed on the cover of this Agreement. Such written notice shall be provided to Company within fifteen (15) days. An additional fifteen (l5) days is allowed for the Client to provide wcitten clarification and details for the disputed imoice. Company shall provide a written response to Client that shall include either a justification of the imoice or an explanation of an adjusUnent to the invoice and an action plan that will outline the reasonable steps needed to be taken by Company and Client to resolve any issues presented in ClienYs notification to Company. Client may withhold payment of only the amount actually in dispute until Company provides the required written response, and full payment shall be remitted to Company upon Company's completion of alI material action steps required to remedy the disputed matter. Notwithstanding the foregoing sentence, if Company is unable to complete all material action steps required to remedy the disputed matter because Client has not completed the action steps required of them, Client shall remit full payment of the invoice. Any imoice not disputed as described above shall be deemed accepted by the Client. If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, Company reserves the right to suspend delivery of all services under this Agreement. 1.3 Cooperative Nature of Implementallons. Client acknowledges that the implementafion of the products identified on the lnvestment Summary is a cooperative process requiring the time and resources of Client personnel. Client shall, and shall cause Client personnel to, use all reasonable efforts to cooperate with and assist the Company as may be reasonably required to timely implement the systems. The Company shall not be liable for failures to timely and effectively implement the systems when such failure is due to Force Majeure or to the failure by Client personnel to provide such cooperation and assistance (either through action or omission). 1.4 No Inteuded Third Party Beneficiaries; AssignmenL This Agreement is entered into solely for the benefit of Company and Client. No third party shall be deemed a beneficiary of this Agreement or have the right to make any claim or assert any right under this Agreement. The Client shall no[ have the right to assign or transfer its rights hereunder to any party. 1.5 Cancellation or Termination. In the event of cancellation or termination of this Agreement, Client shall make payment to Company for all software producis, services, and expenses delivered or incurted prior to the termination or cancellation of this Agreement. 1.6 Entire Agreement. (a) This Agreement, including the functional description of the softwaze products found in Company's written proposal and/or RFP Response to Client, represents the entire agreement of Client and Company with respect to the items listed within the Investment Suminary and supersedes any prior agreements, understandings and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement it did not rely on any represe�tations or warranties other than those explicitly set forth in this Agreement and the functional description of the software products found in Company's written proposal and/or RFP Respoase to Client. (b) If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS Agreement or the application oFsuch term or provision [o persons or circumstances other than those as to which it is held imalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. (c) This Agreement may only be amended, modified, or changed by a written instrument signed by both parties. (d) Client should retum an executed copy of this Agreement lo Company. If the Agreement is not retumed to Company within 90 days from the issue date, then such Agreement is subject to be voided and prices are subject to change. 1.7 Force Majeure. Company shall not be responsible for delays in performing its obligations hereunder to the extent that such delays are caused by strikes, lockouts, rioLs, epidemic, war, govemment regulations, fire, power failure, acts of God, or other causes beyond its conVol. 1.8 General Limitation of Liability. IN NO EVENT SHALI. CLIENT OR COMPANY BE LIABLE TO THE OTHER PARTY FOR INC[DENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WiTHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS ACTNITIES, OR FAILURE TO REALIZE SAVINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMEN'C, IRRESPECTNE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSBILITY OF SUCH DAMAGE. 1.9 Approval of Goveroing Body. Client reptesents and warranLs to Company that this Agreement has been approved by its governing body and is a binding obligation upon Client. Client represents and warrarits that funds are appropriated and/or arrangements have been made with a third party financier. Both parties represent that this Agreement has been exewted by an authorized representative. 1.10 Dispute ResoluNon. In the event of a dispute between the parties under this Agreement that cannot be resolved by �ood faith negotiations between the parties, the matter shall be settled by arbitration in acwrdance with the prevailing rules of the AAA. 1.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Clienfs state of domicile. 2. Software License Agreement 2.1 Sofhvare Product License. (a) Upon ClienYs timely payment in full of the software products license fees set forth in the Investment Summary of this Agreement, Company shall grant to Client, and Client shall accept from Company, a non-exclusive, nontransferable, non-assignable license to use the software products and accompanying documentation for the intemal business purposes of Client only, subject to the conditions and limitations in this Softwaze License Agreement. (b) Client shall not (i) reverse engineer, de-compile, or disassemble any portion of the software products or (ii) sublicense, transfer, rent, or lease the software products. (c) Ownership of the software producis, accompanying documentation and related materials, and any modifications and enhancements to such software products and any related interfaces shall remain at all times with Company. (d) The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by Company at the time Company issued this Agreement. (e) The right to Vansfer this license to a replacement hardware system is included in this Software License Agreement. The cost for new media or any required technical 2 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS assistance to accommodate the transfer would be billable chazges to Client. Advance written notice of any such transfer shall be provided to Company. (� Client agrees that the software products, any modifications and enhancements, and any related interfaces aze proprietary to Company and have been developed as a trade secret at Company's expense. To the extent permitted by law, Client agrees to keep the software products confidential and use its best et�orts to prevent any misuse, unauthorized use, or unauthorized disclosures by any party of any or all of the software products or accompanying documentation. (g) If Client has made modifications to the software products, Company will not support or wrrect errors in the modified software products, unless modifications were speci£cally authorized in writing by Company. (h) Client may make copies of the software products for archive purposes only. Client will repeat any proprietary notice on the copy of the software products. The documentation accompanying the software products may not be copied except for intemal use. (i) The tertn of the license granted by [his Section shall be petpetual. (j) Company maintains an escrow agreement with an escrow services company under which Company places the source code of each major release. At ClienYs request, Company will add Client as a beneficiary on its escrow account. Client shall be invoiced the annual beneficiary fee by Company and shall be solely responsible for maintaining its status as a beneficiary. 2.2 License Fees. Client agrees to pay Company, and Company agrees to accept from Client as payment in full for the license herein, the total sum of the Company license fees set forth in the Investment Summary, which shall be paid in accordance with the payment provisions set forth in Sectiou 1.1. 2.3 Verificallon ot the Sofhvare Products. (a) At the ClienPs request, within thir[y (30) days after the software producu have been installed on ClienPs system, Company shall test the software produc[s in accordance with Company's standard verification test procedure. DemonsUation shall constitute ClienYs verification that the softwaze products substantially comply with Company's current specifications for the most curren[ version of the software products and functional descriptions of the software found in Company's written proposal to Client. (b) At its option, Client may perform ClienYs own defined intemal validation process to test the software to subsfantially comply with Company's wrrent specifications for the most current version of the softwaze products and func[ional descriptions of the software found in Company's written proposal to Client. Such validation test shall constitute ClienPs verification. (c) Notwithstanding anything contrary herein, ClienYs use of the soflware products for its intended purpose shall constitute ClienPs verifica[ion of the software products, without exception and for all purposes. (d) Verification or validation, by Client, that Ihe software producLs substantially comply with Company's current specifications for the most curren[ version of the software products and functional descriptions of the softwaze found in Company's written proposal to Client shall be final and conclusive, except for latent defect, fraud, and such gross mistakes that amount to fraud. In the event said verification becomes other than final, or becomes inconclusive, Client's sole right and remedy against Company shall be to require Company to correct the cause thereof. (e) Company shall correct any functions of the software products that failed the standard verification testing or failed to comply with Company's current specifications for the most current version of the software products and functional descriptions of the software found in Company's written proposal to Client. Tf Client has made modifications to the software programs, Company will not make such corrections, unless such modifications were specifically authorized in writing by Company. 3 COMPANY MIGRATION AGREEMENT TERMS AND CONDITION5 2.4 Schedule of Verification. Company will install the soflware products and cause the same to be veri£ed within sixty (60) days after Client makes available to Company the equipment into which the software product is to be loaded. Company shall exemise reasonable efforts ro cause the software products to be verified according to the schedule set forth in this paragraph, but Company shall not be liable for failure to meet said schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of Company. 2.5 Limited Warranty. Company warrants that the Ihen current, unmodified version of the Company software products will substantially conform to the then current version of its published curzent specifications. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLIJDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITTIESS FOR A PARTICULAR PURPOSE. 2.6 Intellectual Property Indemnity. In the event that the software products are determined [o infringe upon any existing United States pateni, copyright, or trademark rights held by any other person or entity, Company shall defend and hold harniless Client and iu officers, agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awarded against Client which arise as a result of any claim that is based on an assertion that ClienYs use of the software products under this Software License Agreemen[ constitutes an infringement of any United States patent, copyright, or trademark; provided, however, that Client notifies Company promptly of any such claim or proceeding and gives Company full and wmplete authority, information, and assistance to defend such daim or proceeding and further provided that Company shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement provided that Company shall consult with Client regarding such defense. In the event that the software products are finally held to be infringing and the use by Client is enjoined, Company shall, at its election: (1) prowre for Client the right to continue use of the software products; (2) modify or replace the software products so that they become non-infringing; or (3) if procurement of the right to use or modification or replacement cannot be completed by Company, termina[e the license for the infringing software product, and upon termination, refund the license fees paid for the infringing sofiwaze product as depreciated on a sVaight-lirte basis over a period of seven (7) years with such depreciation to commence on the execution of this Agreement. Company shall have no liability hereunder if Client modified the software products in any manner without the prior written consent of Company and such modi5cation is detettnined by a wurt of competent jurisdiction to be a contributing cause of the infringement or if the infringement would have been avoided by ClienPs use of the most current revision of the software products. The foregoing states Company's entire Iiability and ClienPs exclusive remedy with respect to any claims of infringement of any copyright, patent, trademark, or any property interest rights by the software products, any part thereof, or use thereof. 2.7 Limitalloo of Liability. IF THE MIGRATED SOFTWARE PRODUCTS DO NOT PERFORM AS WARRANTED PR[OR TO THE INITIATION OF THE PERIOD OF PAID MAINTENANCE FOR THE MIGRATED SOFTWARE, COMPANY'S SOLE OBLIGATION SHALL BE TO USE REASONABLE EFFORTS, CONSISTENT WITH INDUSTRY STANDARDS, TO CLJRE THE DEFECT. SHOULD THE COMPANY BE UNABLE TO CURE THE DEFECT OR PROVIDE A COMPANY REPLACEMkiNT PRODUCT, CLIENT SFIALL BE ENTITLED TO A REFUND OF THE LICENSE FEE PAID, WHICH SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY UNDER THIS SOFTWARE LICENSE AGREEMENT, WHETHER CLIENT'S CLAIMS FOR DAMAGES ARE BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE 4 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS AND STRICT LIABILITY. THE LICENSE FEES SET FORTH IN THE INVE51'MENT SUMMARY REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE EXCLUSION OF SUCH DAMAGES AS SET FORTH IN THIS SOFTWARE LICENSE AGREEIvfENT. UPON THE INITIATION OF PAID ANNUAL SOFTWARE MAINTENANCE FOR THE M[GRATED SOFTWARE, COMPANY'S OBLIGATIONS AND LIABILITIES SHALL BE AS SET FORTH IN SECTION 4, ANNUAL SOF'TWARE MAINTENANCE AGREEMENT. 3. Professiooal Services Agreement 3.1 Services Provided. Company shall provide some or all of the following services to Client, as evidenced in the attached Investment Summary: (a) Installation as described in the Investment Summary; (b) Comersion of ClienPs existing data as set forth in the [nvestment Summary, with Client being responsible for reading and complying with Company's Data Comersion Process Statement; (c) Training/[mplementation as set forth in the Imestment Summary; (d) Consulting/Analysis as set forth in the Investment Summary; and (e) Verification testing as described in the Software License Agreement. 3.2 Professional Services Fees. (a) Notwithstanding specific prices to the conVary identified in the Imestment Summary, alI services will be invoiced in hourly increments as delivered, plus uavel and other expenses, plus a 10% travel processing fee. Client agrees to pay Company for the actual amount of training provided. Client acknowledges that the Investment Summary represents only an estimate of time required to complete all phases of this Agreement. (b) Upon the completion of each service day, or group of days, Company shall present a Daily Log. Clien[ shall sign the report indicating acceptance of the service day and its subsequent billing, or noting reasons for ClienPs non-acceptance of such. This acceptance is final. (c) Client is not charged for [ravel time to and from the ClienPs site; only time spent on-site is billed as training time, with the exception of those cases in which the Client requires the Company trainer(s) to travel on the weekend, in which case Client will be billed for weekend travel time at a rate of $500 per weekend day. (d) If Clien[ travels ro Company location for training, Client shall be responsible for and shall pay for all expenses related to the transportation and lodging of ClienYs employees. (e) All requests for supporting documentation shall be made within thirty (30) calendar days of invoice delivery. Such dowmentation will consist of quoted internet rates within 7 days from the date [he request is received by the Company and not actual receipts. Such quotes will be deemed acceptable documentation if price is within 25% of actual amounts charged to Client, adjusted by unusual or seasonal travel circumstances. (� The ra[es for Verification Testing shall be the same as the Training/Implementation rates set forth in the Investment Summary. 3.3 Training Environment. If Vaining is being conducted at the Client's site, the Client shall provide a productive environment to conduct training. Company is not responsible for its inability [o conduct training or for inadequate training arising due to interruptions and/or unavailability of Client personnel to be trained. Time spent on-site by Company personnel that results in non-productive Vaining time beyond Company's control will be billed as haining time. Company will make reasonable efforts to schedule training on dates requested by the Client. Trainers will be on-site approximately noon Monday through noon Friday, which allows appropriate travel time to and from the ClienYs site. 5 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS 3.4 Project Management. CLIENT agrees to designate in writing a primary contact (the "Project ManageP') to represent CLIENT and help coordinate CLIENT's personnel during the design, development, installation, training and maintenance of the system. The Projec[ Manager shall have the authority to amend delivery schedules, seek additional services hours, and authorize other changes to this AgreemenL 3.5 Additional Services. Services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the Investment Summary shall be billed at Company's then current market rate for the service as they are incurred. Travel and other expenses, plus a 10% travel processing fee, shall be billed as delivered. 3.6 Limitation of Liability. COMPANY SHALL NOT BE RESPONSiBLE FOR INACCURATE DATA IN COMPANY'S APPLICATION SOFTWARE THAT IS THE RESULT OF THE CONVERSION OF INACCURATE DATA FROM THE CLIENT'S PRTOR SYST'EM. COMPANY'S LIAB[LITY FOR DAMAGES ARISING OUT OF THIS PROFESSIONAL SERVICES AGREEMENT, WIIETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE PROFESSIONAL SERVICES FEES IDENTIFIED IN THE INVESTMENT SUMMARY AND PAID TO COMPANY. 4. Annual Sofhvare Maioteoance Agreement 41 Scope of Agreemeot. The Client agrees to purchase, and Company agrees to provide maintenance and support services for, the softwaze products listed in the Investment Summary of this Agreement in accordance with the following terms and conditions. Both parties acknowledge [hat this Annual Software Maintenance Agreement covers both the support for the software products listed in the Investment Summary of this Agreement and licensing of updates of such installed software producu. 41 Term of Agreement. This Annual Software Maintenance Agreement is effective on the date executed by an officer of Company and shall have a term beginning upon the next anniversary due date of ClienYs existing Annual Soflware Maintenance Agreement following installation of the Migrated Software and ending upon the last day of the month one year following that date. (a) This Annual Software Maintenance Agreement shall automafically renew for subsequent one-year tertns unless either party gives the other party at least thirty days prior written notice of its intent not to renew prior to the expiration of the then current term. Fees for subsequenf. years are subject to change. (b) If Client has not elected to participate in the Company Annual Software Maintenance Agreement, or elects no[ to renew the Annual Software Maintenance Agreement, the Client shall be governed by the "Support Terms for Clients Not Participating in the Annual Software Maintenance AgreemenY' set forth herein. 4.3 Payment. (a) Client agrees to pay Company the amount identified in the Imestment Summaty for licensing and support services of the software products in accordance with the payment provisions set forth in Section l.l. (b) Additional Chazges. Any maintenance performed by Company for the Client, which is not covered by this Annual Software Maintenance Agreement, shall be charged at Company's then wrrent market rates. All materials supplied in connection with such non- covered maintenance or support plus expenses shall be charged to Client. (c) Support and services will be suspended whenever Client's account is thir[y (30) calendar days overdue and shall be reinstated when ClienPs acco�nt is made current. 6 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS 4.4 Liceosing of Updates, Releases, and New Versions of the Installed Software Products. (a) In consideration for the payment of the annual maintenance fees, Client's license of the Company's installed software products se[ forth in the Investment Summary shall be extended [o include any and all updates, releases, and/or new versions of the installed softwaze products delivered to Client under this Annual Software Maintenance Agreement, subject to the terms, conditions, and restrictions set forth in Section 2.1 of the Softwaze License Agreement. (b) For as long as a current Annual Software Maintenance Agreement is in place, Company shall promptly correct any functions of the software producLs that fail to substantially comply with Company's curzent specifications for the most current version of the software products. If Client has made modifications to [he software products, Company will not make such corcections, unless modifications were specifically authorized in writing by Company. (c) Company reserves the right to change the functionality of future releases of its software and Clien[ understands that Company is not obligated to include specific functionality in future releases unless provided for herein. 4.5 Terms and Conditions for Support. (a) Company shall provide software-related Client support during standard suppoR hours, which are curcently 7:OOam to 7:OOpm, CenVal Standard Time, Monday thru Friday, excluding holidays. Company reserves the right to modify these support hours as Company sees fit in order to better serve its entire client base. Assistance and support requests which require special assistance from Company's development group shall be taken and directed by support personnel. (b) Company shall maintain staff that is appropriately trained to be familiar with the software products in order to render assistance, should it be required. (c) Company shall provide Client with all updates that Company may make to the then wrrent version of the installed software products covered in this Agreement. CLIENT agrees to install such updates promptly after receipt. (d) Client acknowledges that the updates/enhancements may not be compatible with ClienYs particular hardware configuration or operating system. Client acknowledges that additional hardware and software may be required, a[ the ClienPs expense, in order to utilize the updates/enhancemenTs. (e) Company shall make available appropriately trained personnel to provide Client additional training, program changes, analysis, consultation, recovery of data, conversion, non- coverage maintenance service, etc., which shall be billable at the curzent per diem rate plus expenses. Company employs many CPAs, but the C[ient acknowledges that it is not a board registered CPA firm. (� COMPANY shall provide CLIENT with remote support through [he use of secure connection over the Internet connection via Citrix GotoAssist. If CLIENT will not allow access through GotoAssist, COMPANY canno[ guarantee support standards will be me[. 4.6 Support Terms for Clients Not Participating in [he Annual Software Maintenance Agreemenk If Client elects not to participate in the Company Annual Software Maintenance Agreement, Client shall receive support on a"time and materials" basis in accordance with the following terms: (a) Clients nol on software support maintenance shall receive the lowest priority for Software SuppoR; (b) Clients not on software support maintenance shall be required to purchase new releases of the soRware, including, without limitation, ftxes, enhancements and updates, such as Tax Tables, W-2 reporting formats, 1099 changes, etc.; (c) Clients not on softwaze support maintenance shall be chazged $175 per hour with a one- hour minimum for all software suppoR calls; 7 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS (d) Clients not on software support maintenance shall not be granted access to Company's software support web-site; (e) Clients not on software support maintenance aze subject to higher rates for training and continuing education performed by Company employees, which is due to the fact that the Ciient may not be utilizing the most current version of our software; (� Company will not guarantee a program fix to a dowmented bug for softwaze versions � that are not the currently released version (because every Client is on software support maintenance, often times, bug fixes are rolled into the latest release and then sites are upgraded to the latest release of the softwaze); and (g) If a Client decides to discontinue software support maintenance and later chooses to reinstate this Annual Software Maintenance Agreement, the Client shall be required to pay the portion of annual software support maintenance fees for the Enhancement and Software Updates (27%) dating back to the date when the Client discontinued software support maintenance. 4.7 Additional Services. The services listed below are not included in this Annual Software Maintenance Agreement. These services shall be provided at Company's discretion and will be billed on' a Time and Materials basis a[ Company's then current rates: (a) Changes to print programs; (b) Software modifications; (c) Software Training; (d) Responding to problems caused by bad data; (e) Responding to problems caused by hardware; (� Responding to problems caused by operator error, (g) Responding to problems caused by softwaze that is not Company softwaze; (h) Responding to problems resulting from misuse, accidents, Client neglect, fire, or any other cause not within Company's reasonable control; (i) Changes made to the Company software other than by Company personnel; and (j) Any other services performed by Company not otherwise specifically provided for in this Agreement, including but not limited to, bank reconciliation, reconciling out of balance reports, balancing segments of the system, etc. 4.8 Limitations and Exclusions. The suppod and services of this Annual Software Main[enance Agreemen[ do not include the following: (a) Support service does not include the installation of the software products, onsite support, application design, and other consulting services, support of an operating system or . hardware, or any support requested outside of standard suppor[ hours. (b) Client shall be responsible for implementing, at its expense, all changes to the curtent version. Client understands that changes fumished by Company for the current version are for implementation in the curcent insfalled software products version, as it exists without customization or Client alteration. (c) If Client has made modifications to the software products, Company will no[ suppoR the modified software producis, unless modifications were specifically authorized in writing by Company. 4.9 Client Responsibilities. (a) Client shall provide, at no charge to Company, full and free access to the software progrartis covered hereunder, including the following: working space; adequate facili[ies within a reasonable distance from the equipmenh, and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service. Such environment includes, but is not Iimited to, use of the appropriate operating system a[ the version and release levels specified by Company and additionally specities that the emironcnent for any Company software application requires the Client to have e-mail and Intemet access. Client shall provide telephone lines, communications software specified by Company, and all equipment necessary to use Company's on-line 8 COMPANY MIGRATION AGREEMENT TERMS AND CONDiTIONS support. Client shall be responsible for all additional costs incurred to the extent such hardware and software does not conform to Company's current specifications. The acquisitions of necessary hardware and software meeting the requirements then in effect shall be the sole responsibility of the Client. (b) CLIENT shall mainiain a high speed internet connection (DSL, Cable, or faster) and must be able to provide COMPANY with IP connection to CLIENT's network through CiVix GotoAssist, VPN, Citrix, or Microsoft Terminal Services. COMPANY shall use the connection to assist with problem diagnosis and resolution. COMPANY is not responsible for purchase of VPN client software license or wnfiguration of CLIENT's firewall settings. If CLIENT will not allow aceess through GotoAssist, COMPANY cannot guarantee support standards will be me[. (c) Client mttst maintain an active e-mail address capable of receiving a 5 MB attachment. This e-mail account must be accessible from a PC connected to the server hosting the Company software applications. (d) Client must open firewall ports to enable access to Company's FTP server for program upda[es via Live Update. (e) CLIENT is responsible for reading and complying with COMPANY's Systems Requirements. (� CLIENT is responsible for ensuring that dala and application backup processing is occurring, as well as, verifying the existence and accuracy of the data being backed up. For mission critical data, COMPANI' highly recommends regularly scheduled off-site backup services, as well as, frequent local backups. 4.10 Limitation of Liability. UPON 77-IE INITIATION OF MAINTENANCE AND SUPPORT SERVTCES UNDER THIS ANNUAL SOFI'WARE MAINTENANCE AGREEIViENT, THE LIABILITY OF COMPANY, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILTY, SHALL BE LIMITED TO FIXING DEPECTS IN ACCORDANCE WITH 'THE TERMS HEREIN, AND IF THE COMPANY CANNOT FIX DEFECTS, TO THE MAINTENANCE AND SUPPORT FEES PA[D BY CLIENT FOR THE SERVICES UNDER THIS ANNUAL SOFTWARE MAINTENANCE AGREEMENT. THE PRICES SET FORTH IN THE INVESTMENT SUMMARY REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND EXCLUSION OF SUCH DAMAGES AS SET F'ORTH HEREIN. 5. Hardware and System Sofhvare Agreement 5.1 Agreement to License or Sell Hardware. For the price set forth in the Investment Summary (Hardware & System Softwaze), Company agrees to license or sell and deliver to Client, and Client agrees [o accept from Company, the hardware and system software products set forth in the Imestment Summary. 5.2 License of Hardware. Upon Clien['s payment for the hardwaze listed in the Investment Summary, for the license fees set forth in the Investrnent Summary, Company shall grant [o Client, and Client shall accept from Company, a non-exclusive, nontransferable, non-assignable license to the hardware and system software products and accompanying documentation and related materials for intemal business purposes of Client, subject to the conditions and limitations in this section. 5.3 Price and Costs. (a) Clien[ agrees to pay Company, and Company agrees to accept from Client as payment in full for the hazdware and system software products, the price set forth in the [nvesVnent Summary in accordance, which shall be paid in accordance with the payment provisions set forth in Section I.l. 9 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS (b) Unless othenvise indicated in the Imestment Summary, the price includes wsts for shipment of and insurance while in Vansit for the hardwaze and system software products from the supplier's place of manufacture to Client's site. 5.4 F.O.B. Point. Delivery of each hardwaze and system software product shall be F.O.B. ClienYs site. 5.5 Schedule of Delivery. Delivery of each hardware and system softwaze product shall take place according to mutually agreeable schedule, but Company shall not be liable for failure to meet the agreed upon schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of Company. 5.6 Client Delays. If any ac[ or failure to act by the Client delays Company's perfortnance, Company shall be excused from performance for an amount of time commensurate with the delay caused by Client. Client acknowledges that its delay may exwse Company from performance tor an amount of time greater than the delay caused by Client. Such delays by Client that may cause Company to delay perfocmance include, but are not limited to, failure to have prepared any data in the fortn and format requested by Company, on or before the date specified by Company or to have verified such data for accuracy, submission of erroneous daffi to Company or ClienPs failure to have completely prepared the hardware's installation site prior to the hardwaze's ac[ual delivery, including, but not limited to, failure to have all electrical work and cable installation completed. 5.7 InstallaHon and Verification. If itemized in the Imestment Summary, the price includes installation of the hardware and system software products. Upon the completion of installation, Client shall obtain from the installer a certification of completion, or similar dowment, which certification or similar document shall constitute ClienPs acceptance of the hardware and system software products. Such acceptance shall be final and conclusive except for latent defects, fraud, and such gross mistakes as amount to fraud. 5.8 Site Requirements. Client shall prepare the installation site prior to the delivery of the hardware and system software. Client is solely responsible for and shall fumish all necessary labor and material to install all associated elechical lines, CRT cables, and telephone lines for communication modems. Client is responsible for installing all required cables. 5.9 Warranties. ALL WARRANTIES RELAT[NG TO 7'HE HARDWARE AND SYS7'EM SOFTWARE ARE PROVIDED DIRECTLY FROM THE HARDWARE MANUFACTURERS AND/OR SOFI'WARE PUBLISHERS UNDER THE TERMS AND CONDITIONS OF THEIR RESPECTIVE WARRANTIES. THE WARRANTiES SET FORTH IN THIS HARDWARE AND SYSTEM SOFTWARE AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRAT[ON. � 5.10 Maintenance. There is no hardware maintenance provided pursuant to this Agreement, unless othenvise set forth in the Investment Summary, in which event such hazdware main[enance shall be governed by the terms of Company's Annual Hardware Maintenance Agreement. 5.11 LimitaHoo of Liability. CLIENT EXPRESSLY ASSUMES FCILL AND SOLE RESPONSIBILITY FOR THE SELECTION AND USE OF THE HARDWARE AND SYSTEM SOFTWARE. COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF THIS HARDWARE AND SYSTEM SOFTWARE AGREEMENT, WHETHER BASED ON A T[-IEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE PRICE PAID FOR THE HARDWARE AND SYSTEM SOFTWARE PRODUCTS AS SET FORTH IN THE INVESTIvIENT SUMMARY. THE PRICES SET FORTH IN THE INVESTMENT SUMMARY REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATiON OF RISK AND THE EXCLUSION OF SUCH DAMAGES AS SET FORTH IN THIS HARDWARE AND SYSTEM SOFTWARE AGREEMENT. 10 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS 6. Annual Hardware Maintenance Agreement 6.1 Scope of Agreement. For the prices set forth in the Investment Summary, Client agrees to purchase, and Company agrees to provide, services for the equipment specified therein in accordance with the following terms and conditions. Company requires all like-kind hardware to be covered (i.e., all cash drawers, all receipt printers, etc.). 61 Price and Payment The Client agrees to pay the Annual Hardwaze Maintenance fee specified in the Investment Summary. Company guazantees this fee for the then current [erm of the Annual Hardware Maintenance Agreement, however, fees for subsequent years are subject to change. Client shall pay the annual hardware maintenance fees in accordance with the payment provisions set forth in Section 1.1. 6.3 Equipment Maintenance Program Terms. Company agrees to provide the maintenance on the equipment specified under this Annual Hardware Maintenance Agreement in accordance to the following terms: (a) In [he event of equipment failure, Company shall repair the defective equipment and � provide the Client wi[h "like or near like" equipment while the defective equipment is being repaired. (b) Client shall notify Company of equipment failure. Upon notification, Company shall ship via over-night service to the Client the appropriate loaner equipment. The Client shall package the defective equipment in its original container and ship the equipmen[ to Company. (c) Once the equipment is repaired, it shall be shipped to the Client. Upon receipt of the repaired equipment, the Client shall ship the loaner equipment back to Company. The loaner equipment should be shipped back to Company within two days of receiving the repaired equipment. The Client agrees to pay daily rental fees to Company if the loaner equipment is not shipped back to Company within the [ime frame specified. (d) The Client is responsible for shipping cost related [o shipping equipment to Company. Company is responsible for shipping cost related to shipping equipment to the Client. 6.4 Definitions. The following definitions apply to the terms of this Annual Hardware Maintenance Agreement: (a) Loaner Equipment: equipment loaned to the Client by Company for use while the ClienPs equipment is being repaired. (b) Like or Near-Like Equipment: equipment compatible with the Client's wmputer system and capable of performing the tasks performed by the equipment being repaired. 6.5 Limitation of Liability. COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF THiS ANNUAL HARDWARE MAINTENANCE AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE ANNUAL HARDWARE MAINTENANCE FEE PAID HEREUNDER. THE PRICES SET FORTH IN THE INVESTMENT SUMMARY REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND EXCLUSION OF SUCH DAMAGES AS SET FORTH IN THIS ANNUAL HARDWARE MAINTENANCE AGREEMENT 7. Third Party Product Agreement 7.1 Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary (Hardware & System Softwaze), Company agrees to license or sell and deliver to Client, and Client agrees to accept from Company, the third party products set for[h in the Inves[ment Summary. 11 COMPANY MIGRATION AGREEMENT TERMS AND CONDITIONS 7.2 License of Third Party Sofhvare Products. (a) Upon ClienPs payment for the third party software products listed in the Investment Summary, for the license fees set forth in the Imestrnent Summary, Company shall grant to Client, and Client shatl accept from Company, a non-exclusive, nontransferable, non- assignable license to use the third party software products and accompanying documenta[ion and related materials for the intemal business putposes of Client only, subject to the conditions and limitations in this section. (b) Ownership of the third party software products, accompanying documentation, and related materials shall remain with the third pazty manufacturer or supplier. (c) The right to transfer [his license to a replacement hardware system is govemed hereby. The cost for new media or any required technical assistance [o accommodate the transfer would be billable charges to Client. Advance written notice of any such transfer shall be provided to Company. (d) Client agrees that the third par[y software products aze proprietary to the third party manufacturer or supplier and have been developed as a trade secret at the third-party's expense. To the extent permitted by law, Client agrees to keep the third party software products confidential and use its best efforts to prevent any misuse, unauthorized use, or unauthorized disclosures by any party of any or all of the third party software producTs or accompanying documentation. (e) Client shall not perform de-compilation, disassembly, translation, or other reverse engineering on the third party software producLs. (� Clien[ may make copies of the third party software products for archive purposes only. Client shall repeat any proprietary notice on the copy of the third party software products. The documentation accompanying the th'vd party softwaze products may not be copied except for intemal use. 7.3 Price and Payment; Costs. (a) Client agrees to pay Company, and Company agrees to accept from Client as payment in full for the third party products, the price set forth in the Tnvestment Summary, which shall be paid in accordance with the payment provisions set forth in Section 1.1. (b) Unless otherwise indicated in the Investment Summary, the price includes costs for shipmen[ of and insurance while in transit for the third party products from the supplier's place of manufacture to ClienYs site. 7.4 F.O.B. Point Delivery of each third party product shall be F.O.B. ClienPs site. 7.5 Schedule ot Delivery. Delivery of each third party product shall take place according to mutually agreeable schedule, but Company shall not be liable for failure to meet the agreed upon schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of Company. 7.6 Installation and VerificaHon. If itemized in the Imestment Summary, the price includes installation of the third party products. Upon the completion of installation, Client shall obtain from the installer a certification of completion, or similar document, which certification or similar document shall constitute ClienPs acceptance of the third par[y products. Such acceptance shall be final and conclusive except for latent defects, fraud, and such gross mistakes as amount to fraud. 7.7 Site Requirements. Client shall provide: (a) a suitable environment, location, and space for the installation and operation of the third party products; (b) sufficient and adequate elecVical cirwits for the third party products; and (c) installation of all required cables. 7.8 Warranties. (a) Company is authorized by the manufacturer or supplier of all third party software products listed in the Imestment Summary to grant licenses or sublicenses to such producLs. 12 COMPANY MIGRATION AGREEMENT TERM5 AND CONDITIONS (b) Unless otherwise noted in any attached addendum, Company warcants that each third party product shall be new and unused, and if Client fully and faithfully performs each and every obligation required of it under the Third Party Product Agreement, ClienYs title or license to each third party product shall be free and clear of all liens and encumbrances arising [hrough Company. (c) The parties understand and agree that Company is not the mariufacturer of the third party products; tl�erefore, the Company does not wamant or guarantee the condition of the third party products or the operation characteristics of the third party products. (d) THE WARRANTIES SET FORTH IN THIS THIRD PARTY PRODUCT AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LiMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION. 7.9 Maintenance. It shall be the responsibility of Client to repair and maintain the third party products after acceptance. Support for Third Party Application Software is not provided by Company unless othenvise specified in this Agreement. Company's responsibility is limited to delivering Ihe Third Party Application Softwaze and installing the software if installation services are provided in this Agreement. Z10 Limitation of Liability. CLIENT EXPRESSLY ASSUMES FULL AND SOLE RESPONSIBIL[TY FOR THE SELECTION AND USE OF THE THIRD PARTY APPLICATION SOFTWARE. COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF TH[S THIRD PARTY PRODUCT AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT L[ABILITY, SHALL BE LIMITED TO THE PRICE PAID FOR THE THIRD PARTY PRODUCTS SET FORTH IN THE INVESTMENT SUMMARY. THE PRICES SET FORTH IN THE INVES"I"IvifiNT SLJMMARY REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND EXCLUSION OF SUCH DAMAGES AS SET FORTH IN THIS TH[RD PARTY PRODUCT AGREEIvIENT. 8. General Return Merchandise Authorization (RMA) Policy. (a) In order to retum or replace any product ordered from Company, Client must request and obtain an RMA number from appropriate Company personnel. RMA numbers shall be issued at the discretion of Company and products retumed without an RMA number may be refused by Company. Company reserves the right to refuse the retum of any product or to refuse the issuance of an RMA number. (b) Client shall be responsible for all shipping costs. Company recommends the use of a Vaceable and insurable shipping source. Company shall not be responsible for lost or damaged products as a result of the shipping process. (c) Qualifying products must be returned unopened wi[h original packaging and materials, unless othenvise agreed upon by Company in writing. The following situations will result in the refusal of an RMA number and credit will not be issued to Client: (i) opened inkjet or laser jet printers; (ii) opened third party sottware; or (iii) damaged products as a result of irregular use of mishandling by Client. (d) Products may only be retumed to Company for account credit after an RMA number has been issued by Company. All retums are subject to a restocking fee of 20% of original purchase price. Failure to comply with this policy will result in a refusal of credit and fuhue product placement. 13