7426 - Contract Executed - Subscription Agreement
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
INNOVATIVE INTERFACES INCORPORATED
SUBSCRIPTION LICENSE AGREEMENT
This Subscription License Agreement (“License Agreement”) is entered into by and between Innovative
Interfaces Incorporated, a California corporation (“Innovative”), and the party identified as Client below (“Client”), as
of the “Effective Date” also set forth below.
Client Denton Public Library
Address 502 Oakland St.
Denton TX 76201
Customer No. CU0306
Effective Date May 11, 2020
Initial Term 36 Months from the Go-Live Date
1. Definitions.
“Go-Live Date” means the Client’s first use of the Software in a production environment.
“GTCs” means the Innovative Interfaces Incorporated Subscription License Agreement General Terms and
Conditions in Exhibit B.
“Support Terms” means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions
in Exhibit C.
“Hosting Terms” means the Innovative Interfaces Incorporated Hosting Terms and Conditions in Exhibit D.
2. General. Innovative and Client agree that this License Agreement is a binding agreement between the
parties and is governed by the GTCs, Support Terms and, if the attached Pricing Exhibit indicates that Client has
purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement,
the GTCs, Support Terms, Hosting Terms, if applicable, and all other exhibits, schedules and terms and conditions
referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together constitute the
“Agreement.” Client acknowledges and agrees that it has had the opportunity to review the Agreement, including
without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of this License Agreement.
Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the
GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of the State
of New York, without regard to any other laws that would require the application of the laws of another jurisdiction.
Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded.
EXHIBITS TO LICENSE AGREEMENT
A PRICING EXHIBIT
B GENERAL TERMS AND CONDITIONS
C MAINTENANCE AND SUPPORT TERMS AND CONDITIONS
D HOSTING SERVICES TERMS AND CONDITIONS
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In witness whereof, the parties have executed this Agreement by their duly authorized representatives as
of the Effective Date.
Client Innovative
Denton Public Library
By:
Innovative Interfaces Incorporated
By:
Name: Name:
Title: Title:
Date: Date:
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Exhibit A Pricing Exhibit 1. Fees. All Fees must be paid to Innovative within 30 days from the invoice date or as stated on the invoice if different. 2. Term. Subject to the early termination provisions set forth in the GTCs, this Agreement will be effective for an initial term of three (3) years following the Go-Live Date (the “Initial Term”). This Agreement will be automatically renewed for additional one (1) year terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either party gives the other not less than ninety (90) days’ prior written notice of its intent to terminate this Agreement effective as of the end of the then-current Term. Innovative will have the right to increase rates hereunder by a maximum percentage equivalent to 5% over the previous year.
[APPROVED SOFTWARE LICENSE QUOTE FOLLOWS THIS PAGE]
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Innovative Interfaces Incorporated 1900 Powell St.Suite 400Emeryville CA 94608United States
Pricing Exhibit
Date 5/7/2020
Quote #EST-INC11806
Bill To
Trey FordDenton Public Library502 Oakland St.Denton TX 76201United States
Ship To
Trey FordDenton Public Library502 Oakland St.Denton TX 76201United States
Payment Terms Net 30
Overall Contract Term (Months)36
Contract Start Date
Contract End Date
Sales Rep Melanie McRee
Site Code dentp
Expires 7/31/2020
Currency
US Dollar
Item
SkyriverSubscription
Item Category
License - Term
Qty
1
Description
SkyRiver Bibliographic Utility
SkyRiver is a cloud-basedservice that provides librarieswith high quality bibliographicmetadata and user-friendlycataloging capabilities. For usewith any ILS. Enables staff tosave time and simplifyworkflows. Key capabilitiesinclude: complete MARC formatwith authorized headings,support for RDA and transitionto Linked Data, minimalduplicate results, ongoingsearch service for hard-to-findrecords, CIP upgradenotification, automatedlocalization of records,specialized integration withSierra and Millennium.
Options Original Rate
6,000
Discounted ...
5,700.00
Amount
5,700.00
Total Fees US$5,700.00
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Exhibit B
Innovative Interfaces Incorporated
Subscription License Agreement
General Terms and Conditions
Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the
License Agreement.
1. Software License.
a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of
the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non-sub-
licensable, nontransferable license to use the components of its software applications, modules, and other products
that are listed in the Pricing Exhibit to the License Agreement (collectively, the "Software"). The license granted in
the preceding sentence will be for the duration of the term of this Agreement and will automatically expire upon the
termination or expiration of this Agreement or as otherwise specified in this Agreement.
b. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any
Client Configurations) (i) only for the management of the library and for servicing its patrons (including permitting
Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or
similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other
terms of this Agreement. Client will be responsible for its Authorized Users' compliance with the terms hereof.
Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws
regarding the transmission of data, including, without limitation, any applicable export control and data protection
laws; and (ii) not use the Software for illegal purposes.
c. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify,
reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the
Software into its component files. All rights to the Software that are granted to Client in this Agreement are limited
to the object code versions of the Software and in no event will Client be deemed to have any right, title or interest
in the source code of the Software.
d. The Software may be used by the base number of Client's worldwide employees, third-party auditors,
agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such
Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which
Client pays the additional Fees referred to in Section 4(a) of this Agreement. Each Authorized User license is
allocable to a single full-time user of the Software and may be transferred to another user only on a full-time basis.
Authorized User license(s) may not be shared on a part time or concurrent user basis. For the avoidance of doubt,
Client patrons do not fall within the restrictions of Authorized Users.
e. The license granted to Client pursuant to this Agreement will include, at no additional cost, a license to use
all new scheduled major releases, service pack releases, and hot fixes of the Software offered generally by
Innovative to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not
include new or additional modules, applications or other software now or hereafter offered by Innovative, each of
which require a separate license and payment of additional license fees. The term “Software” will be deemed to
include New Releases. Additional fees at Innovative's then-prevailing professional service rates will apply for
implementation of New Releases.
f. Innovative offers support for the Software in accordance with the Support Terms, the terms of which are
incorporated by reference herein.
g. The license granted hereunder grants Client the right to use a single production instance (copy) of the
Software and up to two (2) additional instances (copies) of the Software for non-production use at no additional
charge. All copies of the Software are subject to the terms of this Agreement. Non-production use includes training,
development, testing, quality assurance, staging or preproduction provided that the copies of the Software are not
used in a production environment or as a backup to production. Except to the extent expressly set forth in a License
Agreement, this license grant does not provide Client with any rights to hosting services.
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h. If, during the Term of this Agreement, Innovative discontinues any Software, then Innovative will deliver to
Client notice to such effect no less than twelve (12) months prior to the discontinuation of such Software and Client’s
annual Fees will be decreased a pro-rated amount equal to the annual line item Fees for that Software starting in
the next years’ annual invoice.
2. Acceptance. Following the execution of the Agreement by the parties, Innovative will deliver the Software,
in its preconfigured, out-of-the box format, to Client (i) via the Internet, if Client has purchased hosting services from
Innovative pursuant to the Hosting Terms or (ii) by making it available to Client to download via an FTP site or other
mutually agreed upon method, if Client has not purchased hosting services from Innovative pursuant to the Hosting
Terms. Client will be deemed to have accepted that the out-of-the box Software has been delivered upon initial
download or receipt.
3. Ownership.
a. All Intellectual Property Rights (defined below) in the Software and also including, without limitation, all
improvements, enhancements, modifications, Client-specific upgrades, or updates to the Software, developed by
either party, solely or jointly (collectively, "Innovative Products"), will remain the exclusive, sole and absolute
property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative
Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request
or direction of Innovative, will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual
property rights existing from time to time under any law or regulation, including without limitation, patent law,
copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair
competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all
applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect
worldwide. Client hereby assigns to Innovative all right, title and interest in any feedback and suggestions it provides
to Innovative regarding the Software or other products commercialized by Innovative now or in the future. This
Agreement does not convey to the Client any interest in or to the Innovative Products or any associated Intellectual
Property Rights, but only a limited right to use the Software to the extent set forth in this Agreement, which right is
terminable in accordance with the terms of this Agreement and is otherwise subject to the limitations, restrictions,
and requirements contained herein. If Client configures or otherwise modifies the Software using an API licensed
hereunder, Client will also have a license to use such configurations or modifications as part of the Software on the
terms set forth in Section 1. Rights not expressly granted to the Client are hereby expressly reserved by Innovative.
b. For purpose of this Agreement, as between Innovative and Client, any Intellectual Property Rights in the
Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third
party. The Software may include third-party software and products, which are described in the documentation and/or
Specifications made available to Client by Innovative, and any third-party pass-through terms relating to such third-
party software and products are identified therein (or by other mode of disclosure).
c. Except as expressly stated herein, Client will exclusively have and retain all right, title and interest, including
all associated Intellectual Property Rights, in and to data that Client enters into the Software or disclosed by Client
to Innovative in its performance hereunder ("Client Data"), and, as between Client and Innovative, such Client Data
will remain the sole property of Client. Client hereby grants to Innovative a license to use Client Data (i) to process
the Client Data pursuant to Client's business requirements, (ii) for maintenance and support of the Software, (iii) to
collect and use aggregate, non-identifying and anonymized data, and (iv) for research and development purposes.
Client acknowledges and agrees that it will have no rights in any products or services created or sold by Innovative
or its affiliates that use any of the Client Data in the manner set forth in (iii) or (iv) of the preceding sentence. To the
extent that applicable law requires any permissions or authorizations to have been obtained prior to submission of
Client Data to Innovative (including without limitation from individuals to whom the data pertains), Client warrants
and covenants that it (and its Authorized Users, as applicable) will have first obtained the same permissions or
authorizations prior to transmitting such data to Innovative. Client will defend, indemnify and hold harmless
Innovative in the event of any third-party claim arising from a breach of the aforesaid warranty and covenant.
4. Fees; Expenses; Payment Terms.
a. In consideration of receiving a limited license to use the Software, Client will pay the fees set forth in the
Pricing Exhibit to the License Agreement (the “Fees”) on the terms set forth therein. Initial invoicing under this
Agreement will occur when the Software is initially delivered to Client per Section 2; subsequent renewal invoices
will be sent to Client prior to the date such payment is due. Invoices for any Renewal Terms may be provided to
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Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client
hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such
additional Authorized Users or additional Software modules in accordance with the terms set forth on the invoice
for such fees. The Software may, from time to time, electronically transmit to Innovative reports verifying the type
and number of Authorized Users, and Innovative may utilize license keys or other reasonable controls to enforce
Authorized User license limitations. Client will cooperate with Innovative in all such efforts.
b. Fees for additional Third-Party Software, hardware and services are subject to change and will be quoted
at the then current rate.
c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the
delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes
based on Innovative’s net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate
(or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing
authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this
Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes
and all costs associated with such assessment, including without limitation, interest, penalties and attorney’s fees.
Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or
deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased
by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no
withholdings or deductions been made.
d. Where this Agreement establishes a due date for a payment and/or a recurring method for payment,
payment will be due and payable on such due date and/or according to the method specified. Other fees or
expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30 (thirty)
days of the date of the invoice. All amounts stated herein and all Fees determined hereunder are in U.S. Dollars,
unless otherwise required by applicable law.
e. Any invoices not paid when due will accrue interest at the rate of 1% per month or the maximum rate
permitted by law, whichever is greater.
5. Limited Warranty.
a. Innovative warrants, solely for the benefit of Client, that:
i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to
the Software hereunder; and
ii. The Software will conform in all material respects to the applicable technical documentation for the
Software provided to Client by Innovative and expressly identified by Innovative as the specifications for
the Software (collectively, the "Specifications").
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) THE WARRANTIES
EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR
CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW,
INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO
REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL
WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER
ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE
FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND
SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY,
THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL
SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT-
FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL
BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE,
INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES
REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY,
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INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR
SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF, INCLUDING
ALL CONTENT GENERATED THROUGH USE THEREOF.
c. As the exclusive remedy of Client for a breach of the limited warranties set forth in Section 5, for any error
or other defect for which Innovative is solely responsible, Innovative will, at its option, either (i) correct or repair the
Software, or (ii) accept termination of this Agreement and refund the unused balance of any prepaid Fees for the
Software, prorated for the period commencing on the date the error or defect was reported by Client to Innovative
and continuing throughout the balance of the period to which such Fees apply. None of the above warranties or
remedies in this Section 5 will apply with respect to any Software that has been damaged or modified by any party
other than Innovative, or used in a manner for which the Software is not designed or intended.
6. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL,
INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER,
EVEN IF INNOVATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE
OTHERWISE FORESEEABLE. INNOVATIVE’S TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER
DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER
THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH
A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM
OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN
SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE
AGGREGATE (NOT PER INCIDENT) AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE
WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT.
7. Indemnification.
a. If a third party files a legal action in a court of competent jurisdiction against Client claiming the Software,
as delivered to Client by Innovative, directly infringes such third party’s U.S. copyright or U.S. patent, Innovative will
defend Client against such legal action, provided that Client promptly notifies Innovative in writing of the legal action
and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from
all damages and out-of-pocket costs (including reasonable attorneys’ fees) finally awarded by a court of competent
jurisdiction in connection with any such legal action, or agreed to by Innovative in a settlement. Innovative will control
all aspects of the defense and conduct the defense and any settlement negotiations in any such third-party legal
action. This indemnification is limited to the Software in the form delivered to Client and does not cover claims
arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y)
use of the Software in combination with other software or items not provided by Innovative, or (z) third party
modifications (including addition of source code) to the Software.
b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the
Software by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the
Software, (ii) modify the Software to remove the cause of the legal action, (iii) replace the Software at no additional
charge to Client with a substantially similar, non-infringing product, which will then be subject to the provisions of
this Agreement, or (iv) terminate this Agreement and refund to Client that portion of the Fees allocable to the
infringing component of the Software, prorated for the period Client’s use of the Software is enjoined. None of the
above warranties or remedies will apply with respect to any element of the Software that has been modified by any
party other than Innovative, or used in a manner for which the Software is not designed or intended. This Section
states Innovative’s entire liability and Client’s exclusive remedies for infringement of intellectual property rights of
any kind.
8. Confidentiality.
a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications
and other information pertaining to the Software, and/or Innovative's business interests or activities, product pricing,
financial information, methods of operation or customers that are disclosed by any party to Client in the course of
performing this Agreement or any ensuing business arrangement are the confidential and proprietary information
of Innovative. Innovative acknowledges that Client Data and other proprietary Client materials are the confidential
information of Client. The information and materials described in the preceding sentences is referred to herein as
"Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" does not include
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information pertaining to a party if (i) such information is generally known to the public through no improper action
or inaction by the other party, (ii) was, through no improper action or inaction by the other party, in the possession
of the other party prior to the Effective Date, or (iii) rightly disclosed to the other party by a third party if such
disclosure does not violate the terms of any confidentiality agreement or other restriction by which such third party
may be bound.
b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than
as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and prevent
the unauthorized use of any such Confidential Information by any third party within such party's control. Each party
may disclose Confidential Information (i) to the receiving party's employees and contractors required to have access
to such Confidential Information for the purposes of performing this Agreement or using the Software, provided
each party hereto notifies its employees and contractors accessing such Confidential Information of the
confidentiality obligations in this Section 8; or (ii) if such disclosure is in response to a valid order of any court,
statute, or other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to
provide the other party with prior notice of such Order, to the extent legally permitted to do so and in accordance
with the Order. Under no circumstances will Confidential Information received from Innovative be disclosed to any
competitor of Innovative without Innovative's advance written permission.
c. Recognizing any improper use or disclosure of any Confidential Information by either party may cause the
party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies
may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to
petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any
unauthorized use or disclosure of such Confidential Information.
d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information
exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement
be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms
hereof.
9. Term; Termination.
a. The term of the Agreement is set forth in the Pricing Exhibit to the License Agreement.
b. If either party hereto fails to perform or comply with any material term or condition of this Agreement,
specifically including Client’s failure to pay any Fees (such party being the “Breaching Party”), and such failure
continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this
Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such
failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will
have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this
Agreement if such failure continues unremedied.
c. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next
annual anniversary of the Effective Date if Client’s budget (funding) is eliminated and Client provides written
evidence to Innovative of the elimination of Client’s budget (funding), such evidence to be in the form and substance
reasonably requested by Innovative.
d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this
Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be
responsible for all Fees and expenses for the Software provided prior to and as of the date of termination. Any
termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the
terminating party may have under the terms of this Agreement. Upon termination of this Agreement, the rights and
duties of the parties will terminate, other than the obligation of the Client to pay Fees and costs in accordance
herewith, and the obligations of the parties pursuant to Section 1.c. (Software License), Section 3 (Ownership),
Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification),
Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 13
(General). Within 30 (thirty) days of receipt of a written request following a termination of this Agreement, each party
must return or destroy all Confidential Information of the other party, as requested in writing by the other party.
Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of
the other party when it would be commercially impracticable for the receiving party to do so (for example, when
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Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as
such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8
(Confidentiality) hereof will continue to restrict the receiving party’s use or disclosure of such Confidential
Information. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance
with its terms.
e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts
of its programming, data model, or any other information regarding which Innovative claims a proprietary or
Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection
with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a
commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a
written statement of work under a separate professional services agreement and paid for by Client, applying
Innovative’s then-current rates for daily/hourly work, as the case may be.
10. Third Party Software. The Software may contain third-party and/or “open source” code provided under
third-party license agreements. The terms and conditions of such third-party license agreements will apply to such
source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of
certain third-party and/or open source code contained in the Software, the respective license terms applicable to
such code, and certain related notices are included in the documentation and/or Specifications made available to
Client by Innovative. Except as required for the authorized use of the Software as contemplated herein, Client may
not use any name or trademark of any supplier of third party or open source code without such party’s prior written
authorization.
11. Client Configurations. Client will be permitted to use one or more application programming interfaces
(APIs) made available by Innovative to configure the Software hereunder in accordance with the Specifications
(such configurations or other modifications, “Client Configurations”). Client will not use any other API to modify or
configure the Software. No API may be used to create any Client Configuration that, in whole or in part, mimics any
material functionality of any software or service developed or marketed by Innovative or that would reasonably be
deemed competitive to any software or service developed or marketed by Innovative if the Client Configuration were
to be released to the public market. Innovative disclaims all representations and warranties, express or implied,
regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. Client
agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs (including reasonable
attorney fees) for any third-party action based on a claim that any Client Configuration infringes a copyright or a
patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets.
12. Back-Up Activities. Except to the extent that Client purchases Innovative’s hosting service or back-up
services, Client has the sole responsibility for the maintenance and protection of all data input into the Software,
including, without limitation, the making, storing and security of back-up and archive copies of such data and the
Software (collectively “Back-Up Activities”), and Client acknowledges Innovative will not perform any Back-Up
Activities for or on behalf of Client.
13. Data Privacy. Innovative follows industry standard privacy practices, available at
https://www.iii.com/services-privacy-policy/.
14. Security. Innovative holds the internationally-recognized ISO 27001:2013 standard for its information
security management system. Security and compliance is a shared responsibility between Innovative and the Client.
Innovative operates, manages and controls the components from the host operating system layer to the networking
layer, if Hosting is identified in the Pricing Exhibit. All physical security is managed by Innovative’s hosting partner.
The Client assumes shared responsibility and management of the Software. Client should take into consideration
the Client Configurations and any third-party application they choose and their responsibility depending on any
applicable laws and regulations. Innovative takes reasonable and appropriate administrative, technical and physical
measures to protect the confidentiality, integrity and availability of Client’s sensitive information.
15. General.
a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the
other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
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b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and
that Client’s relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative
personnel will be entitled to participate in any compensation or benefits plan of Client.
c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such
delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo,
government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions
of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitters,
vandals, or hackers, or any other similar causes that may be beyond its control (a “Force Majeure Event”).
d. Notice. Any notice or communication required to be given by either party must be in writing and made by
hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set
forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed
delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service;
or (b) when electronically confirmed, if delivered by facsimile.
e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will,
as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in
any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
Agreement invalid, illegal, or unenforceable in any other jurisdiction.
f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf (or
similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
delivered will be deemed an original, but all such counterparts will together constitute but one and the same
instrument.
g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or
other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which
consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue
public statements pertaining to the existence of the business relationship between Innovative and Client, including
the right to limited use of Client’s name, logo and other reasonable non-confidential information in press releases,
web pages, advertisements, and other marketing materials.
h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations
hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any
assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a
party may assign this Agreement without the other party’s consent (i) as part of a corporate reorganization,
consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party
provided that any such assignment will not release the assigning party from its obligations under this Agreement.
i. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT
OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the
English language; any translation of this Agreement into another language will be for convenience only but will not
modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement.
j. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all
prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish
or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that
they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have
included in this Agreement all terms material to the parties’ rights and obligations with respect to the subject matter
hereof and intend this document to be the final expression of their contractual intent. The parties further represent
and acknowledge that communications exchanged between the parties during contract negotiation (including,
without limitation, requests for proposal (“RFPs”) and Innovative’s responses to such RFPs; questionnaires and
responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such
documents submitted by Client will be for Client’s internal administrative purposes only and the terms and conditions
contained in any such purchase order, work order or other such document will have no force or effect and will not
amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License
Page 11 of 16
Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control:
1. License Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, or
referenced by the Agreement.
Page 12 of 16
Exhibit C
Innovative Interfaces Incorporated
Maintenance and Support
Terms and Conditions
These Maintenance and Support Terms and Conditions (“Support Terms”) apply to the License Agreement.
Unless otherwise specified, capitalized terms in these Support Terms have the same meaning as those in the GTCs.
The terms set forth herein supplement, but do not replace or modify, the GTCs.
1. Maintenance and Support. Innovative will offer maintenance and support on the terms set forth herein
(“Maintenance and Support”) for the latest generally available version of the Software and for certain earlier versions
in accordance with Innovative’s support policy. Standard Maintenance and Support is included with the price for the
annual license set forth in the License Agreement.
2. Error Response. Error descriptions (each an “Error”), the Error severity levels and corresponding targeted
response time per level are each described in the table below. The Targeted Response Times in the table below
identify the response times that Innovative will target for the corresponding Error, however, such Targeted
Response Times are not guaranteed.
Severity Description Target
Response Time
One - Site Down A major component of the software is in a non-responsive state
and severely affects library productivity or operations. A high
impact problem that affects the entire library system. Widespread
system availability, production system is down
1 hour
Two – Critical Any component failure or loss of functionality not covered in
Severity 1 that is hindering operations, such as, but not limited to:
excessively slow response time, functionality degradation; error
messages; backup problems; or issues affecting the use of the
module or the data
2 hours
Three - High Lesser issues, questions, or items that minimally impact the work
flow or require a work around
2 business days;
excludes
holidays and
weekends
Four – Routine Issues, questions, or items that don’t impact the work flow. Issues
that can easily be scheduled such as an upgrade or patch
4 business days;
excludes
holidays and
weekends
3. Error Reporting and Diagnosis.
a. Client must designate a representative as the contact that will report Errors to Innovative and be
Innovative’s primary contact for the provision of Maintenance and Support pursuant to the terms of this Agreement
(such representative is referred to herein as the “Client Contact”). When a Client Contact reports an Error, Innovative
will use commercially reasonable efforts to diagnose the root cause of the Error (“Diagnosis”). Upon completing the
Diagnosis, each Error will be classified as either a “Warranty Error” or a “Non-Warranty Error” pursuant to Section
3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and Non-
Warranty Errors as described below.
b. “Warranty Errors” are all Errors that do not qualify as Non-Warranty Errors. “Non-Warranty Errors”
are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Software;
(ii) operator error; (iii) incorrect data entry by Client; (iv) third-party software not part of the Software; (v) errors
and/or limitations attributable to Client environment; (vi) Client’s failure to incorporate any New Release previously
provided to it by Innovative which corrects such Error; (vii) modification of the Software performed by Client; and
(viii) technical consulting services provided by Innovative at Client’s request (e.g., change orders, integration
development, or configuration design and implementation), unless Client notifies Innovative of such technical
Page 13 of 16
consulting services problem within the applicable warranty period set forth in the governing statement of work,
change order or agreement. Client acknowledges that the Software is intended for use only with the software and
hardware described in the Specifications provided by Innovative from time to time, and Client will be solely
responsible for its adherence thereto.
c. If the Client is hosting their Software, the Client must provide direct network internet access to the
Software, including any firewalls. Innovative requires such access to correct Software bugs and carry out
modifications of the Software for the purpose of maintaining the Software.
4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to
Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if
Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge
Client for such effort with respect to Non-Warranty Errors according to the following process: (i) When the Client
Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact
that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a
Non-Warranty Error, in which case only the first two hours of Diagnosis will be at no charge; and (ii) Innovative will
then commence the Diagnosis unless instructed otherwise by the Client Contact. If more than two hours are required
for the Diagnosis of Non-Warranty Errors, then such additional Diagnosis hours will be charged to Client at
Innovative’s then-current rate for technical services. Once the Diagnosis is complete, the Client Contact will be
given the option of having Innovative proceed with repairing the Non-Warranty Error, and, if so requested, Innovative
will provide an estimate of the total cost for such effort. If agreed to by the Client Contact, Innovative will undertake
to repair the Non-Warranty Error and charge Client for the associated technical services performed.
5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management
system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported
online. When an Error is either unresolved or not resolved in a timely fashion, the Client should contact Innovative
representatives pursuant to Innovative’s escalation policy made available on Innovative’s Internet portal.
Page 14 of 16
Exhibit D
Innovative Interfaces Incorporated
Hosting Services
Terms and Conditions
These Hosting Services Terms and Conditions (“Hosting Terms”) apply to the License Agreement if, and
only to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as a
purchased service. Unless otherwise specified, capitalized terms in these Hosting Terms have the same meaning
as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs.
1. Hosting Services. The following terms apply for all purposes to Client’s license to and use of the
Software under the Agreement.
2. Hosting Solution. Innovative offers clients a standard cloud-based hosting option (the “Standard Plan”).
The table below sets forth the features of the Standard Plan. This option provides industry-leading security and
monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting provider (the
“Hosting Provider”), with the flexibility to meet clients’ data storage, data recovery, and information security policy
requirements. To meet clients’ global hosting needs, Innovative offers hosting options in datacenters located in
the United States, Ireland, Australia and the Asia-Pacific region, however, Innovative reserves the right to
increase, decrease and/or relocate its datacenters at anytime.
Feature Standard
24x7 infrastructure monitoring 9
Dedicated production environment 9
99.9% guaranteed infrastructure uptime** 9
Dedicated public IP address and custom URL 9
Operating system installation and management 9
Library software installation and upgrades 9
Data backups Daily
Archive data backup retention 30 days
3. Hosting Solution System Configuration. The hosting systems are configured to meet the solution
requirements as per the Hosting Terms set forth on the Pricing Exhibit to the License Agreement.
4. Security Controls.
a. Generally. Subject to the terms of the Agreement, Innovative implements industry-recognized
best practices to prevent the unintended or malicious loss, destruction or alteration of Client’s data resident in the
Software.
b. Access Control. Highly available redundant firewall and edge routers are configured to control
access to hosted systems
c. Network Systems Audit Logging. All firewall logon activity and password changes are logged,
monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services
provided by Innovative and those pertinent log files and configuration files are retained for ninety (90) days and
can be made available upon request for audit and problem resolution, as may be required.
d. Network Monitoring. All network systems and servers are monitored 24/7/365. Innovative will
monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes
suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and
suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized
changes to its system or network, system or network misuse or program information theft or mishandling).
Innovative will notify Client as soon as reasonably possible of any known security breaches or suspicious
Page 15 of 16
activities involving Client’s production data or environment, including, without limitation, unauthorized access and
service attacks, e.g., denial of service attacks.
e. Security Audits. Client may perform audits of Innovative’s security best practices. Innovative will
share various security audit reports, within reason, as requested by Client.
f. Information Security Auditing/Compliance. Innovative’s hosting providers undergo SOC 1/SOC 2
Type 2/ISO 27001 audits each year by independent third-party audit firms.
g. **The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement
(SLA):
i. Hours of operation/exclusive remedy for service unavailability. Innovative offers a
monthly infrastructure uptime target of 99.9% of Scheduled Up-Time to Client. Scheduled Up-Time means all of
the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails
to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled to receive a
credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such
infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this
Paragraph (i) are the exclusive remedies of the Client for Innovative’s failure to provide Client with 99.9%
infrastructure uptime.
ii. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or
the Hosting Provider, conduct periodic scheduled system maintenance and release updates for which Innovative
will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client
notice of scheduled system maintenance 48 hours in advance and notice of release updates three weeks in
advance.
Page 16 of 16
Certificate Of Completion
Envelope Id: 94C71F4188544BD8BB77E269F9F27235 Status: Completed
Subject: 7426 Innovative Interface Subscription Agreement
Source Envelope:
Document Pages: 17 Signatures: 2 Envelope Originator:
Certificate Pages: 5 Initials: 0 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
8/26/2020 3:30:01 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 8/26/2020 3:36:01 PM
Viewed: 8/26/2020 3:36:11 PM
Signed: 8/26/2020 3:36:53 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Akin Adekeye
Akin.Adekeye@iii.com
EVP & General Counsel
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 108.18.244.61
Signed using mobile
Sent: 8/26/2020 3:36:54 PM
Viewed: 8/26/2020 3:56:16 PM
Signed: 8/26/2020 3:56:26 PM
Electronic Record and Signature Disclosure:
Accepted: 8/26/2020 3:56:16 PM
ID: 9f0add8a-7138-444b-b5f8-ba69f3e41ee3
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dennis Carter
dcarter@iii.com
VP & General Counsel
Security Level: Email, Account Authentication
(None)
Sent: 8/26/2020 3:56:27 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Jennifer Reaves
jennifer.reaves@cityofdenton.com
Library Technical Services Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/26/2020 3:56:28 PM
Viewed: 8/26/2020 4:18:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/26/2020 3:56:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/26/2020 3:56:28 PM
Certified Delivered Security Checked 8/26/2020 3:56:28 PM
Signing Complete Security Checked 8/26/2020 3:56:28 PM
Completed Security Checked 8/26/2020 3:56:28 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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