8362 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE
8362- Find Help
October 5, 2024
Kayla Clark
Customer Agreement with Aunt Bertha Page 1 of 27
[v Sept 2022]
Customer Subscription Agreement and Order
Customer: City of Denton (“Customer”)
Address: 601 East Hickory Street
City, State, Zip: Denton, Texas 76205
Upon execution of this Order, Customer and Aunt Bertha, a Public Benefit Corporation (“Aunt Bertha”, also doing
business as findhelp® and findhelp.org) will be parties to a legally binding contract consisting of this Order, the
attached State and Local Government Customer Subscription Terms and Appendix C Denton County Cybersecurity
and Data Access (collectively, the “Agreement”).
1. Subscription Term
Initial Subscription Term: October 5, 2023[Start Date] through October 5, 2024[End Date].
Future Subscription Terms: The term is for one (1) year, with no renewal options.
2. Services & Fees The following selection list will indicate which Services are being subscribed by the Customer. For
clarity, to the extent that API Services are subscribed and no Platform Services are selected, then Customer will have
no subscription to utilize the Platform. Aunt Bertha agrees to provide and Customer agrees to pay for the following
Services:
Platform Services Fees
✓
Professional Platform
One (1) Customer Branded Staff Site for City of Denton
$24,000 per year,
discounted $16,000 to
$8,000.
✓
One (1) Shared Coalition Branded Community Site
for the Denton County Coalition
(Denton County Public Health, City of Denton, and City of Lewisville)
Included subject to the
Coalition Lead Entity’s
Approval and Continued
Funding of the Shared
Community Site
✓
Included Platform Support
In addition to ongoing updates, standard support and maintenance and
updates of the findhelp Platform:
O support.findhelp.com; the comprehensive findhelp self-service portal
includes online training, release notes, and basic troubleshooting steps
O support@findhelp.com and to assist with support concerns and unique
reviews.
Included with Platform
Subscription
API Services Fees
NA No API Services Selected NA
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Additional Services Fees
✓
Professional Initial Launch Package
Implementation, Configuration, Training (1 virtual), and Launching for Professional
Platform (6 months)
$15,000 one-time
fee, discounted
$15,000 to $0
✓
Customer Success - Support Package
(After 6-month implementation phase)
With collaboration and cooperation from the Customer team:
● Quarterly executive business review with a findhelp Customer Success Manager
(CSM) - includes metrics review, goal setting, and action planning with Customer
team to continue to have successful upcoming quarters.
● Consistent strategy and project plan check-in calls with your CSM - best practice is
bi-weekly or monthly
● Recommendations on best practices and guidance around KPIs and outcomes
● Hands-on guidance for technical configuration support, including configuration
updates, workflow design and troubleshooting.
● CSM support via email and phone to navigate platform issues and
troubleshooting.
$6,000 per year,
discounted $6,000
to $0
✓
Community Engagement - Support Package
With collaboration and cooperation from the Customer team:
● Monthly progress and support meeting
● Advisement on nonprofit trends and best practices for partnership
● CBO Marketing Campaigns + Awareness Generation
● Quarterly progress reports on network status and best practice
recommendations
$0 per year.
As
Needed Additional Services See Appendix A
The Platform Services Fees and API Services Fees are, collectively, the “Subscription Fees.”
Initial Subscription Term Fees $42,000
Initial Subscription Term Discounts $(34,000)
Amount Due for the above-ordered Services During Initial Subscription Term $8,000
3. Scope of Use Customer is purchasing a subscription license for above-identified Aunt Bertha Services to be
used within the scope by Customer and Authorized Customer Users (all Customer designated employees and
contracted personnel, who are located in, and will limit their access to the Site, from within the United States)
who Customer determines need access to Customer’s staff Site and Denton County Coalition’s branded public
facing Site for Community Users for Customer’s operations offered within the State of Texas, and as is standard
with all Aunt Bertha projects national coverage for Aunt Bertha provided Data, including CBO related programs
and information, is included, and the public facing site is intended for public access throughout the United States.
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4. Travel and Associated Expenses The parties do not anticipate the need for any travel under this Agreement
and understand all services will be performed via remote online and electronic methods. If the parties agree to
have any services performed other than via remote online methods, Customer will be responsible for reimbursing
Aunt Bertha for travel and associated expenses for in-person travel. Flights will be coach class unless not available.
Meals will be billed at the per diem rate for meals and incidental expenses as issued by the Internal Revenue
Service for day rate and travel day rate. Receipts for meals and incidentals will not be required. Travel and
associated expenses will be invoiced monthly and due thirty (30) days from the date invoice is issued, irrespective
of Invoice Schedule selected below.
5. Taxes City of Denton is exempt from federal excise taxes, state taxes, and city sales tax and will furnish a tax
exemption certificate upon request.
x
Place an X to the left if you are exempt from sales tax and commit to providing proof of this exemption.
Aunt Bertha will follow up with you to collect your sales tax exempt documents. If Customer is not sales
tax exempt this box should be left empty and sales tax will be added.
6. Invoice Schedule Customer will be invoiced upon execution of this agreement for the subscription and
implementation (one-time) fees due for the Initial Subscription Term. After the initial invoice, an invoice will be sent at
the beginning of each consecutive renewal Subscription Term. Subscription Services (any items with recurring fees)
added during a Subscription Term will be invoiced at an amount prorated to the Customer’s next occurring subscription
renewal date, and all other items will be invoiced as ordered or otherwise mutually agreed in writing. All invoices are
due within thirty (30) days from Customer’s receipt of invoice.
7. Billing Contact The following person will be the main Customer contact for all billing and payment communication.
Changes to this contact must be made by emailing ar@findhelp.com with new contact information.
Name: Courtney Douangdara
Email: Courtney.Douangdara@cityofdenton.com
Phone: 940-349-7235
Other Billing
Instructions:
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The authorized representatives of the parties have executed this Agreement effective as of the last day signed by
a party:
City of Denton
(“Customer”)
Aunt Bertha, a Public Benefit Corporation
(“Aunt Bertha”)
By: By:
Name: Name: Tyler Hartung
Title: Title: VP of Finance
Date: Date:
Thank you from the entire team at
Our Mission: Connecting all people in need
and the programs that serve them (with dignity and ease).
DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE
9/18/2023
Buyer, City of Denton Purchasing
Kayla Clark
9/18/2023
Customer Agreement with Aunt Bertha Page 5 of 27
[v Sept 2022]
Appendix A: Services Rate Sheet
[current as of August 2022]
The services listed below are for additional optional services (unless selected on the Order Form) and their current
available rates. These services are supplemental and not required for an initial launch and are available to serve
customers for ongoing needs and initiatives during and after go-live. We can provide estimated fees for any of the
below services. Travel and related travel expenses (subject to Customer pre-authorization) apply for any onsite visits
and trips outside of onsite training included in Implementation Fee.
Service Rate
Branded Mobile App for a
Community Site (iOS or Android) $10,000 per year.
Live Search Help $6,000 per year.
Data Warehouse Access $12,000 per year as a stand alone.
Premium Reports & Insights $18,000 per year (includes Data Warehouse Access)
Enterprise API
Available to use within a Customer
System (“System”)
Price to be quoted after discussing and understanding use case.
Marketplace for
Goods & Services Fulfillment
Varies based upon the transaction type and the Marketplace
Supplier, subject to separate ordering and terms
Custom Development $225 per hour.
Non-standard Integrations and
After Hours Technical Support $150 per hour.
Ongoing Support & Services
Customer Success Manager/Project Management - $135 per hour
Technical Advisor/Project Management - $150/hour
Custom-scoped Community Engagement Support - $135 per hour
Reporting Services - $150 per hour
Executive Advisor - $250 per hour
Professional Services Priced based on scope of work
Additional Staff Trainings Virtual Staff Trainings: $250 per training.
Onsite Staff Trainings: $250 per training + Travel and Expenses.
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Our Mission: Connecting all people in need
and the programs that serve them (with dignity and ease).
State and Local Government Entity Customer Terms (End User) Subscription Services Agreement
The parties agree this Customer Agreement will only apply to the extent permissible and not prohibited by laws of
the State of Texas in which the Customer (a state or local public governmental entity) is located and any applicable
United States federal law:
Overview of findhelp Services and Options:
Aunt Bertha, a Public Benefit Corporation (also d/b/a findhelp® and findhelp.org) provides certain findhelp
Services [findhelp’s commercially available web-based social services technology platform application,
functionality, integrations, data, and communication options] for use and configuration by Customer and
Customer self-designated authorized users. With the findhelp platform, Customer is able to set up and manage
the Customer’s own administrative users and other authorized users (and groups of users) and may elect to use
various automated configuration options and functionality. Findhelp provides options for online and staff support
for customers and other users of the findhelp platform, and the findhelp platform subscription does not require
findhelp personnel to access any of the Customer’s sensitive and personally identifiable data that may be stored
or entered by Customer or other users within the findhelp platform. Findhelp and findhelp personnel shall have
no responsibility to enter, send, request, or receive any data on behalf of the Customer, all such options are
available for use and configuration by Customer and Customer’s Authorized Users. Without express written
agreement by an authorized representative of findhelp, Customer agrees not to request or require findhelp
personnel to enter, send, request, or receive any data on behalf of Customer.
In the event Customer may request specialized professional services and unique deliverables that findhelp may
be able to provide in addition to the currently available findhelp platform subscription and related support
options, the findhelp team will communicate and engage in good faith efforts to finalize the details in a mutually
acceptable Statement of Work for any additional customer-specific requirements and deliverables that are outside
the parameters of the current functionality and configurations available to our Customers within the findhelp
Services. Such additional services would, for example, be to assist the Customer with customer specific needs and
requirements, including dedicated staff augmentation, extra customized training, including for example
Customer-specific additional security and screening requirements and processes for any assigned findhelp
personnel and any subcontractors as may be mutually agreed and identified by Customer and findhelp.
1. DEFINITIONS
“Assistance”: the findhelp Customer or other findhelp User requested help: services (for example wheelchair ramp
installation, home modifications, pest control, transportation) and/or products (for example, prepared meals, car seats,
including delivery options) that may be selected by Customer as part of a Referral, including the fulfillment of the
Referral by the CBO.
“Aunt Bertha” or “findhelp” means Aunt Bertha, a Public Benefit Corporation, also doing business as findhelp and
findhelp.org.
“findhelp API” means findhelp’s application programming interface and any accompanying or related documentation,
source code, executable applications and other materials made available by findhelp, including, without limitation,
through its developer website and via the Platform.
“findhelp Marks” means Aunt Bertha® and findhelp®, and findhelp’s other product and service names, trademarks,
service marks, branding and logos made available for use in connection with the Services pursuant to this Agreement.
“Authorized Customer User” means, collectively Customer and any of Customer’s individual employees, agents, or
contractors accessing or using the Services on Customer’s behalf under the rights granted to Customer pursuant to this
Agreement.
“Community Based Organization” or "CBO" or “Program” means an organization or program that provides community,
social, or other services to individuals that is listed on the Site. The legal entity or individual (Community Based
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Organization) that is responsible for the Program that receives the Referral to fulfill the request for Assistance. These
entities are a variety of private and public entities that provide the listed programs at no or reduced costs or other
specialized services to persons in need in their applicable areas of operation in the United States. The Programs are
independent entities who offer help (programs) to provide the requested Assistance in response to Referrals submitted
by other users of the findhelp Services to the Program. The Programs and are not subcontractors of findhelp.
“Community User” means a member of the general public (not an Authorized Customer User) who accesses the Site.
“Confidential Information” means any and all non-public information disclosed by one party to the other party
pursuant to this Agreement in any form or medium, whether oral, written, graphical or electronic, that has been
identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be
treated as confidential. Aunt Bertha, dba findhelp,_acknowledges that the City of Denton must strictly comply with the
Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information
related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material
submitted by Aunt Bertha dba findhelp to the City of Denton shall become property of the City upon receipt. Any
portions of such material claimed by Aunt Bertha dba findhelp to be proprietary must be clearly marked as such.
Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and
Texas Government Code.
“Customer Affiliate” is defined as a company which controls, is controlled by or is under common control with Customer
where “control” is defined as the power to direct the management and policies of the entity in question, whether by
contract, ownership of voting securities, or otherwise. A Customer Affiliate shall only be considered such for so long as
such control exists.
“Customer Content” means the data, media and content submitted, stored, posted, displayed, or otherwise transmitted
by Customer and Authorized Customer Users to findhelp through the Service, but does not include any data collected
by Customer through use of or in connection with the Services. For clarity, Customer Content does not include
Community User data or any other Non-Customer Originated Data.
“Data” means the Customer Content, Seeker Data, and Non-Customer Originated Data as it is made generally available
by findhelp to Community Users and findhelp’s general customer base.
“Documentation” means text and/or graphical information and data made available from or provided by findhelp to
Customer, whether electronically or printed or as part of the Services, that describe the generally available features,
functions and operation of the Services, and which are designed to facilitate use of the Services.
“Materials” mean collectively all the text, Non-Customer Originated Data, information, software, graphics,
photographs and more, including the Documentation, the Platform and findhelp API through which findhelp offers the
Services. Materials include any and all intellectual property embodied in the Materials including the findhelp Marks.
Materials does not include Customer Content.
“Non-Customer Originated Data” means findhelp’s vast database of content that findhelp continuously collects and
stores based upon its own database of content and pursuant to separate content agreements with third parties,
including its Community Users.
“Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU
General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License,
BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).
“Order” or “Order Form” means the ordering documents (may be referred to as a Statement of Work) for Services
purchased from findhelp that are mutually agreed upon and executed hereunder by the parties from time to time.
These Customer Terms and Conditions shall be deemed incorporated into each Order entered between the parties
(collectively, the ‘Agreement’).
“Platform” means a “customer-branded” presentation of the Site that may be licensed by Customer pursuant to an
Order, subject to the terms of this Agreement.
“Referral” is a request for Assistance in the Platform by the Customer (or a Community User of the Customer’s branded
public facing platform) on findhelp Platform using the Referral Functionality to be provided to designated Recipient(s)
for Assistance fulfilled by the CBO designated by Customer.
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"Seeker" means the specific individual that is the subject of any referral, assessment, note, survey, or similar activity
performed on or using the Site or Services. The individual person(s) (sometimes referenced as Community Users or
Seekers) or entity(ies) designated and referred by the Customer or User to be the recipient of the Assistance.
“Seeker Data” means information about a Seeker that is processed or created by, or entered into, the Site or Services
by anyone. For avoidance of doubt, forms, assessments, surveys, and similar content created by Authorized Customer
User to collect such information is not Seeker Data.
“Services” means any and all services, tools, software, content, applications and functionalities as may be provided by
findhelp to Customer under this Agreement, including access to and use of the Platform and the findhelp API, which is
offered on a subscription basis, and the Data as presented to findhelp’s general customer base through the Platform
including access to and use by way of such Platform and API further described in the Order depending upon the Services
subscribed by the Customer pursuant to the Order. Services include the API License, the Platform License and any or all
other services purchased pursuant to an Order.
“Site” means, collectively, the sites located at the URL: www.findhelp.com , findhelp.org ,as well as all associated sites
linked or redirected to such sites by findhelp, its subsidiaries and affiliated companies, whether as presented to end
users by findhelp or as presented by the Customer pursuant to and subject to a Platform License.
“Subscription Term” means each period of time that Customer has subscribed to the Services stated in an Order, or
extension. Unless otherwise agreed in writing, each Subscription Term will be for consecutive twelve-month periods
from acceptance by findhelp of the applicable Order for the Services.
“System” means, in the event that an API License is granted in the Order, the Customer managed software system that
is listed in the Order with which the licensed API is permitted to interact.
“User Terms” means the “Aunt Bertha Privacy Policy” located at https://company.findhelp.com/privacy/ and the “End
User Terms of Service” located at https://company.findhelp.com/terms/. These terms apply to public users of the Sites
made available publicly online. To the extent available within the features and functionality of the Services, Customer
is able to provide disclaimer wording and Customer’s own linked terms for use on Customer’s branded public-facing
Site.
2. PLATFORM LICENSE; AND API LICENSE; RELATED INTELLECTUAL PROPERTY RIGHTS, UNIQUE DELIVERABLES
2.1. Platform License. If Customer purchases a license to the Platform pursuant to the Order then this Section 2.1 will
apply. All rights to use the Platform are subject to Customer’s subscription to and payment for applicable Platform
Services that are agreed pursuant to an Order. In consideration of Customer’s payment of applicable Fees, subject to
the terms and conditions of this Agreement, including but not limited to Section 3 below, findhelp hereby grants to
Customer and its Authorized Customer Users a non-exclusive, non-transferable, non-sublicensable, within the USA only,
revocable right and license during the Subscription Term (i) to access, input and interact with the Data within the
Platform and (ii) to use, reproduce, transmit, publicly perform, publicly display, copy, process, and measure the Data
solely (1) within the Platform and to the extent required to enable the ordinary and unmodified functionality of the
Platform as described in the online descriptions, and (2) for the Customer’s internal business use (together “Platform
Purpose”). Customer hereby acknowledges that the license hereunder is solely being provided for the Platform Purpose
and not to modify or to create any derivatives based on the Data. Customer will take all reasonable measures to restrict
the use of the Platform to prevent unauthorized access, including the scraping and unauthorized exploitation of the
Data. Community Users who are not Authorized Customer Users do not require a separate license to be purchased on
such Community User’s behalf by Customer. A Community User is granted the right to access general public capabilities
of the Site when the Community User agrees to (and maintains compliance with) findhelp’s then current User Terms.
2.2. API License. If Customer purchases an API license pursuant to the Order, then this Section 2.2 will apply. All rights
to use the findhelp API are subject to Customer’s subscription to and payment for applicable API Services that are
agreed pursuant to an Order. In consideration of Customer’s payment of applicable Fees, subject to the terms and
conditions of this Agreement, including but not limited to Section 3 below, findhelp hereby grants to Customer a non-
exclusive, non-transferable, non-sublicensable, within the USA only, revocable right and license during the Subscription
Term to: (i) access, use and make calls for real time transmission and reception of Data and information to the findhelp
API, in object code form only; (ii) access, input, transmit, and interact with the Data solely for use with and within the
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System; and (iii) use, process, and measure the Data solely to the extent required to enable the display of the Data for
“System End Use,” as defined in the following sentence (together, the “API Purpose”). The Authorized Customer Users
are permitted read only access to the Data solely as and how the Data is presented to such Authorized Customer Users
within the System and only within the USA (the “System End Use”). Customer hereby acknowledges that the license
hereunder is solely being provided for the API Purpose and not to modify or to create any derivatives based on the
Data. Customer shall ensure that the Authorized Customer Users will not access the findhelp API other than within the
System and within the scope of use granted herein. Customer agrees that (w) Customer will not persist or cache any
Data; (x) display of the Data in the System will be based on real-time API use; (y) Customer will use all reasonable efforts
restrict the use of the System so as to prevent unauthorized access, including the scraping and unauthorized
exploitation of the Data; and (z) Customer will install updates to the API that findhelp makes available from time to
time within thirty (30) days of findhelp making an update generally available to its customer base.
2.3 Intellectual Property Understandings; Unique Deliverables. Customer shall own all right, title and interest to any
unique Deliverables (as defined in this section) and findhelp agrees to grant to Customer a perpetual, non-exclusive,
non-transferable, royalty-free license to use findhelp’s Background IP (defined below), Utilities, and Residual IP solely
for Customer to use the Deliverables, subject to the following:
(i) each party will retain all Intellectual Property Rights that it owned or controlled prior to the effective date of this
Agreement or that it develops or acquires from activities independent of the Services performed under this
Agreement (“Background IP”),
(ii) findhelp will retain all right, title and interest in and to all Intellectual Property Rights in or related to the Services,
or tangible components thereof, including but not limited to (a) all know-how, intellectual property,
methodologies, processes, technologies, algorithms, software or development tools used in supplying the
findhelp Services (collectively, the “Utilities”), and (b) such ideas, concepts, know-how, processes and reusable
reports, designs, charts, plans, specifications, documentation, forms, templates or output which are developed,
created or otherwise provided by, used by or on behalf of findhelp in the course of performing the Services or
creating the Deliverables, other than portions that specifically incorporate proprietary or Confidential
Information or data of Customer (collectively, the “Residual IP”), even if embedded in the Deliverable, and
(iii) Customer use of software, online services, or software-enabled services in connection with the Services is
pursuant to the terms of the applicable licensing software and cloud computing/platform terms.
As used herein, “Deliverables” means the work product or tangible embodiment of specifically agreed services that are
(i) prepared or performed by findhelp or its subcontractors uniquely and exclusively for a Customer and (ii) specifically
identified in a signed Statement of Work as Deliverables expressly for the sole benefit and use of the named Customer.
“Intellectual Property Rights” means rights to patents, utility models, mask works, copyrights, trademarks, trade
secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and
applications.
3. RESTRICTIONS
3.1. Materials. Customer shall not, and shall not permit any Authorized Customer Users to: (i) copy or duplicate any
of the Materials in any form, regardless of technique (e.g., screen-scraping, downloading, printing or otherwise) except
as permitted in this Agreement and the Documentation; (ii) decompile, disassemble, reverse engineer or otherwise
attempt to obtain or perceive the source code from which any software component of any of the Materials is compiled
or interpreted, or apply any other process or procedure to derive the source code of any software included in the
Materials, or attempt to do any of the foregoing, and Customer acknowledges that nothing in the Agreement will be
construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any
of the Materials, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing,
except with the prior written consent of findhelp; (iv) interfere or attempt to interfere in any manner with the
functionality or proper working of any of the Materials; (v) remove, obscure, or alter any notice of any intellectual
property or proprietary right appearing on or contained within any of the Materials; (vi) use any Open Source Software
in connection with any of the Materials in any manner that requires, pursuant to the license applicable to such Open
Source Software, that any of the Materials be (1) disclosed or distributed in source code form, (2) made available free
of charge to recipients, or (3) modifiable without restriction by recipients; (vii) assign, sublicense, sell, resell, lease, rent,
disseminate, distribute, or otherwise transfer, make available, or convey, or pledge as security or otherwise encumber,
Customer’s rights granted hereunder; (viii) host, save, preserve, memorialize, aggregate, collect, compile, or otherwise
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retain or store any of the Materials (or any copy thereof); (ix) use the Materials in any manner not expressly authorized
by this Agreement, or (x) use the Materials, or findhelp API to create or benefit from any service that is competitive
with the Platform or any other findhelp service. Customer’s use of any of the Materials will comply with all applicable
laws, statutes, regulations or rules and Customer will not use any of the Materials in connection with any illegal
activities. All copies of the Materials in Customer's possession, or any part thereof, shall be identified by title, shall
reproduce findhelp's copyright notice (if any) and proprietary legend (if any), and shall be marked confidential (to the
extent that the Materials are marked confidential or otherwise identified to be confidential by findhelp). For purposes
of this Agreement, any copy (e.g. cached representation) of all or any portion of the Materials shall be treated in the
same manner as the Material itself, and all obligations as to Materials as set forth in this Agreement, with respect to
copies of such Materials, shall survive indefinitely. Each Party shall comply with any and all laws and regulations of any
and all countries, states, or other jurisdictions that apply to the use and display of the Materials. Aunt Bertha dba
findhelp acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas
Government Code in responding to any request for public information related to this Agreement. This obligation
supersedes any conflicting provisions of this Agreement. All material submitted by findhelp to the City of Denton shall
become property of the City upon receipt. Any portions of such material claimed by findhlep to be proprietary must be
clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act,
chapter 552, and Texas Government Code.
3.2. Authorized Customer Users. Customer acknowledges and agrees that, as between Customer and findhelp,
Customer shall be responsible for all acts and omissions of Authorized Customer Users, and any act or omission by an
Authorized Customer User which, if undertaken by Customer would constitute a breach of this Agreement, shall be
deemed a breach of this Agreement by Customer. Customer shall ensure that all Authorized Customer Users are aware
of the provisions of this Agreement as applicable to such Authorized Customer User’s use of the Services and shall cause
Authorized Customer Users to comply with such provisions. findhelp reserves the right to establish a maximum amount
of storage and a maximum amount of data that Customer or its Authorized Customer Users may store within, or post,
collect, or transmit on or through the Services. No Customer Affiliate will have any right to use the Services unless and
until the Customer expressly purchases a license to use the Services in an Order. If Customer expressly purchases a
license to the Services for Customer Affiliates, such Customer Affiliates may use the Services purchased on behalf of
and for benefit of Customer or Customer Affiliates as set forth on the Order in accordance with the terms of this
Agreement. Customer shall at all times retain full responsibility for Customer Affiliate’s compliance with the applicable
terms and conditions of the Agreement. Customer Affiliates’ individual employees, agents, or contractors accessing or
using the Services (subject to payment for use rights pursuant to an Order) on Customer Affiliates’ behalf under the
rights granted to Customer or Customer Affiliates pursuant to this Agreement shall be “Authorized Customer Users”
for purposes of the Agreement.
3.3. Customer Accounts. It is the responsibility of Customer to obtain and maintain all Customer equipment and
services needed for access to and use of the Services and pay all charges related thereto. It is also Customer’s
responsibility to maintain the confidentiality of password(s), including any password of a third-party site that findhelp
may allow Customer to use to access the Services, and Customer is responsible for all activities that occur using such
account passwords. Should Customer believe any password or security for the Services has been breached in any way,
Customer must immediately notify findhelp. Customer shall not share account passwords, let others access or use the
Customer account or do anything else that might jeopardize the security of the Customer account passwords. Customer
shall notify findhelp if account passwords are lost, stolen, if Customer is aware of any unauthorized use of account
passwords on the Services or if Customer is aware of any other breach of security in relation to the Services.
3.4. Suspension. findhelp reserves the right, in its reasonable discretion, to temporarily suspend access to and use of
the Services: (i) during planned downtime for upgrades and maintenance to the Services (findhelp will generally provide
notice of such planned downtime on the support pages applicable to the Services); (ii) during any unavailability caused
by circumstances beyond findhelp’s reasonable control, such as, but not limited to, acts of God, acts of government,
acts of terror or civil unrest, technical failures (including, without limitation, inability to access the Internet), or acts
undertaken by third parties; or (iii) if findhelp suspects or detects any malicious software connected to Customer’s
account or use of the Services by Customer or Authorized Customer Users. The City of Denton, any Customer, and the
Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an
act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of
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the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further
performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent
continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever
extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at
a reasonable level of detail the circumstances causing the non-performance or delay in performance.
4. DELIVERY
4.1. Credentials. In order to use and access the Platform, Authorized Customer Users must obtain login credentials.
Customer may not share its credentials with any third party, shall make commercially reasonable efforts to keep such
credentials and all login information secure and shall use the credentials as Customer's sole means of accessing the
Services.
4.2. Data. Data will be provided in the form and format that findhelp makes such Data available to its general customer
base for the applicable Services. Any technical changes to the format, frequency, and volume of Data delivered
requested or required by Customer shall not be binding on findhelp without the prior written consent of findhelp, which
may be withheld for any reason but shall not be unreasonably withheld.
4.3. Site. In order to access certain password-restricted areas of the Site and to use certain Services and Materials
offered on and through the Site, Customer must ensure the successful registration of a user account for each of its
Authorized Customer Users with findhelp. To register an account, each of its Authorized Customer Users must submit
a working email address and a preferred password through the account registration page on the Site.
5. IMPLEMENTATION AND ACCEPTANCE
findhelp will provide and implement the Services for the options as specified and on each mutually agreed Customer
Order or Statement of Work in a timely manner in accordance with a mutually agreed implementation workplan. Unless
otherwise agreed in writing between the Customer and findhelp on the specific Order or Statement of Work, for any
implementation of Services or other deliverables for which findhelp is responsible, findhelp will notify each Customer
as applicable of the completion of the deliverable. Within thirty (30) days of the date that the Customer receives a
notification (which may be in the form of an invoice) from findhelp that the deliverable is complete (Submitted
Deliverable), the Customer may:
a. accept the Submitted Deliverable as complete, which acceptance will be deemed to have occurred in the event
Customer provides no response to findhelp within thirty days after the notice from findhelp;
b. accept the Submitted Deliverable as partially complete along with an explanation to findhelp as to the non-
accepted portion;
c. decline to accept the Submitted Deliverable and provide a written explanation to findhelpr of the reasons for the
non-acceptance; or,
d. request more time from findhelp to allow Customer to discuss and consider the Submitted Deliverable.
e. Within a time period that may not to exceed thirty (30) days of the date that findhelp receives the non-acceptance
from Customer of an entire or partial Submitted Deliverable, findhelp will have the opportunity to rework and
resubmit or otherwise resolve the deliverable to Customer, and Customer will then follow the process above for a
new Submitted Deliverable.
Customer will test the Services to confirm that it performs as described in the Documentation. Customer will notify
findhelp of any material failures of the Services to properly function and perform in conformance to the Documentation
and findhelp will promptly correct or resolve any such material failures to the extent within with the control and
responsibility of findhelp at no additional cost. Customer will test any resubmitted deliverable to determine whether
the failure has been corrected. The Services or other deliverable will be understood to have achieved “Acceptance”
(still retaining any warranty and any additional ongoing obligations) on the date per the above process unless Customer
provides findhelp written notice to the contrary per the above.
5. CUSTOMER CONTENT AND PERFORMANCE DATA
5.1. Customer Content. Customer shall retain all right, title and interest in and to the Customer Content. Customer
hereby grants to findhelp the right to use the Customer Content during the Subscription Term for purposes of making
available the Services to Customer.
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5.2. Performance Data. Customer hereby grants to findhelp the right to collect and use data related to the use of
and calls to the findhelp API (the "Performance Data") so as to analyze the performance of the findhelp API in order to
improve its operation. None of this data will be the data of any Authorized Customer User or of the Customer except
to the extent necessary for evaluation of the performance of the findhelp API and associated systems. The Performance
Data will never include any personally identifiable information of an Authorized Customer User or of the Customer.
6. FEES AND PAYMENT
6.1. Fees. Customer agrees to pay all applicable fees (“Fees”) related to the implementation and use of the Services
as set forth on the applicable Order (after approval by Customer’s authorized representative which may be in the form
of a formal Purchase Order from Customer clearly referencing and approving the Order from findhelp), including a
subscription Fee as set forth in the Order for access to the Services.
6.2. Payment. Customer shall pay to findhelp the undisputed Fees in accordance with the payment terms in the
Order within thirty (30) days of Customer’s receipt of such Invoice from findhelp. The parties agree that the applicable
state law on prompt payments by will apply if different from this payment term.
7. TERM AND TERMINATION
7.1. Subscription Term. Unless otherwise agreed on the Order, the Subscription Term will be for one year. 7.2.
Termination for Convenience. Either party may terminate this Agreement at any time for convenience with at
least sixty (60) days prior written notice of such termination. In the event of such a termination by Customer, no refunds
of Fees shall be provided and Customer shall be responsible for paying any balance due on Customer’s account. If
Customer cancels for convenience, the annual subscription fees will still apply for the then current annual subscription
term. Findhelp will only be obligated to refund the non-subscription fees that have been prepaid, if any, for items and
services for which findhelp has not already incurred expenses or otherwise committed resources under an Order or
SOW for any such non-subscription fee services that would have been performed after the termination date. Findhelp
reserves the right to delete all Customer Content and any other data in the normal course of operation. In the event
that findhelp terminates the Agreement for convenience pursuant to this Section 7.2, Customer shall be entitled to a
refund of all prepaid, unused subscription Fees (calculated for the days remaining prepaid, if any, in the current
Subscription Term from the termination date) paid by Customer to findhelp. Any refund that may become due under
this provision will be provided to Customer within thirty (30) days of the effective date of termination for convenience.
In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent
upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If
the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to
Contractor that City may terminate the Contract without penalty, further duty, or obligation.
7.4. Notice and Opportunity to Cure; Termination for Material Breach. Either party may terminate this Agreement
if the other party ceases the conduct of active business. In addition, either party may terminate this Agreement in the
event that the other party materially breaches any other terms and conditions of this Agreement and fails to cure such
breach within thirty (30) days of receiving written notice from the other party describing such breach. findhelp’s failure,
if any, to fulfill its obligations stated in the attached Enterprise Service Level Agreement may be claimed as a material
breach under this section by Customer providing written notice of the material adverse impact to Customer resulting
from any such failure.
7.5. Effects of Termination. Upon expiration or termination of this Agreement, Customer's right to receive and use
any Services pursuant to the terms of this Agreement shall cease immediately, Customer shall no longer access the
Services or use the Materials. Any termination shall be without prejudice to any other rights or remedies that each
party may have against the other party with respect to any default under this Agreement, nor will such termination
relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this
Agreement. Upon Customer’s request, Customer and Aunt Bertha will in good faith cooperate to discuss and provide
the standard options available within the Aunt Bertha Services and available standard technology processes available
to enable the orderly transfer of Customer Content (expressly including any personally identifying information (PII) or
protected health information (PHI) of Customer) data and Customer Confidential Information to Customer at no
additional cost to Customer. Upon written request to do so by Customer and confirmation by Customer of the process
and an agreed date to do so, Aunt Bertha shall destroy Customer Content data remaining in its possession belonging to
or provided on behalf of Customer, and promptly provide Customer with a certificate signed by an officer of the
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company certifying said destruction. Notwithstanding any obligations to the contrary in this Agreement (1) except that
each party may retain any such information (a) as required by federal or state law or regulation, (b) if the party
reasonably determines that such return or destruction is not feasible, (c) for its own management and administration
purposes in the ordinary course of business, or (d) to carry out its legal responsibilities; and, (2) to the extent any such
data is retained by either party, the party will continue to comply with its obligations under federal and state law and
this Agreement to protect the PII and sensitive PII and any other Confidential Information; and, each Party agrees not
to access, use or further disclose any such retained data acquired from or provided by the other party other than as
permitted by this Agreement or required by law.
8. ELECTRONIC COMMUNICATIONS
Customer consents to receiving electronic communications from findhelp. These electronic communications may
include notices about applicable fees and charges, transactional information and other information concerning or
related to the Services. These electronic communications are part of Customer’s relationship with findhelp. Subject to
the notice requirements in Section 18.1, Customer agrees that any notices, agreements, disclosures or other
communications sent by findhelp to Customer electronically will satisfy any legal communication requirements,
including that such communications be in writing.
9. PRIVACY AND CONFIDENTIALITY
9.1. Privacy Policy. The Aunt Bertha Privacy Policy sets forth how findhelp may use Customer information.
9.2. Confidentiality. Customer and findhelp agree as follows with respect to Confidential Information: (i) to use
Confidential Information disclosed by the other party only for the purposes described herein; (ii) to not reproduce
Confidential Information of the other party, and to hold in confidence and protect such Confidential Information from
dissemination to, and use by, any third party; (iii) to not create any derivative work from the Confidential Information
of the other party; (iv) to restrict access to the Confidential Information of the other party to its personnel, agents,
and/or consultants, who have a need to have access and who have been advised of and have agreed in writing to treat
such Confidential Information in accordance with this Agreement; and (v) to return or destroy all Confidential
Information disclosed by the other party that is in its possession upon termination or expiration of the Subscription
Term. Notwithstanding the foregoing, the obligations contained in this paragraph will not apply to Confidential
Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available
or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons
not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any
confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the
recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the
foregoing, each party may disclose Confidential Information to the limited extent required (g) in order to comply with
the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided
that the party making the disclosure pursuant to the order shall first have given written notice to the other party and
made a reasonable effort to obtain a protective order; or (h) to establish a party’s rights under the Agreement, including
to make such court filings as it may be required to do. Aunt Bertha dba findhelp acknowledges that the City of Denton
must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request
for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement.
All material submitted by findhelp to the City of Denton shall become property of the City upon receipt. Any portions of
such material claimed by findhlep to be proprietary must be clearly marked as such. Determination of the public nature
of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code.
9.3. HIPAA. In addition, under certain circumstances, Customer and its Authorized Customer Users may be
presented with the ability to send referrals or inquiries directly to CBOs and other entities and individuals that are also
users of the Site and the Services. If Customer is a “covered entity” or “business associate” as those terms are defined
in regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), at 45 CFR
160.103, Customer is responsible for ensuring that disclosures that Customer or its Authorized Customer Users make,
including through the Services, to any CBO or other entity or individual comply with HIPAA requirements.
9.4 Personally Identifiable Information and Sensitive Personally Identifiable Information. Each party will be responsible
to comply with each party’s respective obligations related to Protected Health Information and Sensitive Personally
Identifiable Information as defined under applicable federal and state law. In addition, under certain circumstances,
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Customer and its Authorized Customer Users may be presented with the ability to send such information through
referrals or inquiries and engage in other forms of data exchange and requests for data directly (and indirectly via user-
selected options to transmit via text or email) to and from other users (individuals and/or entities) of the Site and the
Services and the findhelp.org technology platform. Customer is responsible for ensuring that any data entry and sharing
(through direct or indirect communication or through requests to do so) that Customer or its Authorized Customer
Users may make to, or request from, any other user or entity complies with applicable federal and state laws. For the
avoidance of doubt, findhelp is not a business associate of any CBO or any individual user and does not sign a “business
associate agreement” with any CBO or any individual user. As between Customer and findhelp, Customer is solely
responsible for entering into a business associate agreement or other agreement with any entity or individual if, in
Customer’s sole interpretation and discretion, one is necessary to disclose or receive information to or from that entity
or individual. As between findhelp and Customer, Customer agrees that it takes responsibility for (i) access to and use
of the Services and the Documentation, by Customer, Authorized Customer Users, or other third parties accessing the
Services or Documentation on Customer’s behalf, (ii) ensuring that Customer’s and Authorized Customer Users’ use of
the Services conforms with applicable federal and state laws and regulations, including, but not limited to HIPAA, and
complies with all of Customer’s applicable internal policies and procedures, including policies related to the collection
of appropriate consent from individuals for the use or disclosure of personal information and Protected Health
Information (as that term is defined in HIPAA) and of sensitive or other personally identifiable information subject to
other federal and state laws of the United States; and (iii) for the reliability, integrity, legality, and accuracy and
appropriateness of Authorized Customer Users’ use of the Services and decision-making related thereto. Customer
understands and agrees that the Services are only to be used and accessed within the United States. While findhelp
may provide functionality as a part of the Services to assist with collecting consent from individuals, it is solely the
Customer’s decision to use or not use such functionality, and any such decision by Customer will not be interpreted to
make findhelp responsible for Customer’s failure to comply with its’ responsibilities under applicable federal and state
laws.
10. LINKS TO THIRD-PARTY SITES
findhelp may provide links on the Services to third-party sites. findhelp is not obligated to review any third-party sites
that Customer visits through a link to from the Services, findhelp does not control any of the third-party sites, and is
not responsible for any of the third-party Services (or the products, services, or content available through any of them).
findhelp does not endorse or make any representations about such third-party sites, any information, software,
products, services, or materials found there or any results that may be obtained from using them. Customer’s access of
any third-party sites shall be entirely at Customer’s own risk and Customer shall follow the privacy policies and terms
and conditions for those third-party sites. Certain areas of the Services may allow Customer to interact and/or conduct
transactions with one or more third-party sites, and, if applicable, allow Customer to configure its privacy settings in
that third-party site account to permit Customer’s activities on the Services to be shared with Customer’s contacts in
Customer’s third-party site account.
11. UNAUTHORIZED ACTIVITIES RELATED TO THE SITE
11.1. Permitted Purpose. Use of the Services shall be solely for the Platform Purpose or API Purpose, as the case may
be (the “Permitted Purposes”). Any other use of the Services beyond the Permitted Purposes is prohibited and,
therefore, constitutes unauthorized use of the Services. By way of example and not limitation, Customer shall not, and
shall not allow its Authorized Customer Users to use the Services in any of the following ways: (i) in a manner that
violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (ii) to
stalk, harass, or harm another individual; (iii) to impersonate any person or entity or otherwise misrepresent Customer’s
affiliation with a person or entity; (iv) to interfere with or disrupt the Services or servers or networks connected to the
Services; (v) to use any data mining, robots, or similar data gathering or extraction methods in connection with the
Services; or (vi) to attempt to gain unauthorized access to any portion of the Services or any other accounts, computer
systems, or networks connected to the Services, whether through hacking, password mining, or any other means.
11.2 Use of the Services. Customer and its Authorized Customer Users are entirely responsible for the content of, and
any harm resulting from, any Customer Content or other content posted or uploaded by Customer or such Authorized
Customer Users to the Services, regardless of whether the Customer Content in question constitutes text, graphics,
audio files, information, or computer software. By using the Services, Customer warrants that: (i) the uploading,
downloading, copying and use of the Customer Content will not infringe the proprietary rights, including but not limited
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to the copyright, patent, trademark or trade secret rights, of any third party; (ii) the Customer Content does not contain
or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (iii) the Customer Content
is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content
designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful
acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); (iv) the Customer
Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or
publicity rights of any third party; (v) the Customer Content is not getting advertised via unwanted electronic messages
such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
(vi) the Customer Content is not named in a manner that misleads readers into thinking that Customer is another person
or company; (vii) the Customer Content does not include racially, ethnically, obscene, sexually explicit or otherwise
offensive language or use the Services to discuss, incite illegal activity or promote hatred against individuals or groups
based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity.
Customer shall ensure that all Authorized Customer Users shall be at least 13 years of age. If any Authorized Customer
Users are not 18 years of age they shall have permission of parent. In addition, Customer agrees to not in any way,
directly or indirectly, by contract or otherwise, block or restrict any other findhelp customer or CBO from obtaining any
Seeker Data made available by findhelp through the Site or Services.
12. SPECIFIC TERMS FOR CBOs [only applicable if Customer (or a department of Customer) may elect to use the CBO
account functionality in the findhelp Services]
12.1. Customer CBO. In addition to all of the other terms in this Agreement, Customers who are CBOs, and the
Authorized Customer Users who use the Services on the CBO’s behalf are subject to the additional requirements
described in this Section 12. By claiming a CBO on findhelp’s Site as required herein, either through the workflow
maintained at https://www.findhelp.com/claims or through any other method that may now or in the future become
available, Customer represents and warrants that Customer is authorized to act on its own behalf, and on the behalf of
the CBO, and its Authorized Customer Users (collectively “Customer CBO”), and to bind Customer CBO to the terms of
this Agreement. CBOs and their Authorized Customer Users are granted access to certain functionality through the Site
to help the CBO with intake management, appointment scheduling, communication and other tasks related to
individuals who are seeking services from them (“CBO Tools”). CBO Tools and their use by Authorized Customer Users
are subject to all terms of this Agreement, in addition to any supplemental terms related to specific functionality
described in this Section 12.
12.2. Referrals. Customer understands that by using the Services, the Customer CBO will be granted access to referrals
and inquiries made by or on behalf of Community Users of the Services who may be seeking help from the Customer
CBO. These referrals are content generated by and are the exclusive property of the Community Users who submit
them. findhelp has and is able to grant Customer the limited license described in this Agreement, to use any inquiry or
referral only for the purpose of making further contact with the Community Users who submitted it, or the individual
who is the subject of the inquiry or referral. The Customer CBO is not permitted to use any inquiry or referral for any
other purpose, unless that purpose is explicitly authorized by findhelp, the Community Users who submitted it, or the
individual who is the subject of the inquiry or referral. Obtaining consent from the appropriate individual(s) for any
other use of referrals or inquiries is the responsibility of Customer. Customer agrees that between the Customer CBO
and findhelp, the Customer CBO is solely liable for its use of any referrals or inquiries sent to it, whether or not such
use is explicitly authorized by this Agreement. findhelp reserves the right, but does not have any obligation, to terminate
this Agreement according to the terms of Section 7, if the Customer CBO is misusing referrals or inquiries from other
Community Users.
12.3. Modifications. By claiming the Customer CBO, Customer will be granted access to make modifications or updates
to the information on the Site related to the Customer CBO. Any information about the Customer CBO that Customer
uploads to the Site is Customer Content and is subject to all other terms of this Agreement related to Customer Content.
In certain circumstances, Customer may be granted the functionality to reply directly to a referral or inquiry made by
Community Users that represent a health care or care management organization. If Customer makes use of this
functionality, Customer agrees to grant the Community Users, and the organization that the Community Users
represents, if any, a non-exclusive, perpetual, irrevocable, and royalty-free license to use Customer’s reply for the
purposes of maintaining or updating medical or other records held by such Community Users, and for any other purpose
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related to the care of or providing services to the individual who is the subject of the referral or inquiry. This license will
survive the termination of this Agreement for any reason.
12.4. Consent. findhelp is aware that some CBOs provide services to individuals where the records related to those
services are subject to the privacy requirements established in 42 CFR Part 2 – Confidentiality of Substance Use Disorder
Patient Records. If the Customer CBO provides such services, Customer agrees that the Customer CBO is solely liable
for maintaining compliance with 42 CFR Part 2, including but not limited to collecting proper written or electronic
consent from any individual where such consent is necessary to further disclose that individual’s information for any
purpose. While findhelp may provide Customer with communication tools related to the services that the Customer
CBO provides, it is the Customer CBO’s responsibility to ensure that those tools, and any other CBO Tools, are used in
compliance with all applicable laws and regulations, including 42 CFR Part 2.
13. AUNT BERTHA’S PROPRIETARY RIGHTS
13.1. findhelp Marks. "Aunt Bertha" and “findhelp” are trademarks that belongs to Aunt Bertha, a Public Benefit
Corporation. Other trademarks, names and logos on the Services are the property of their respective owners. Unless
otherwise specified in this Agreement, all Materials, including the arrangement of them on the Services are the sole
property of Aunt Bertha, a Public Benefit Corporation. All rights not expressly granted herein are reserved. Except as
otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or
publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner
or license holder. Customer will not remove or alter findhelp Marks that may be included with any Materials.
13.2. findhelp Materials and Intellectual Property. The Materials are provided to Customer under a non-exclusive
license and not in connection with a sale. Other than the non-exclusive license granted to Customer for the Permitted
Purpose hereunder, findhelp retains all right, title and interest, including all copyright, patent, trade secret and other
intellectual property rights, in and to the findhelp API, Non-Customer Originated Data and Materials.
13.3. Aggregated Statistics. To assist with the functioning of the findhelp Services technology platform, and improve
the platform for all users and expand the use of the platform, findhelp may monitor Customer’s use of the Services and
use data and information related to such use and the Customer Content in an aggregate and anonymous manner,
including to compile statistical and performance information related to the provision and operation of the Services
(“Aggregated Statistics”). As between findhelp and Customer, all right, title and interest in the Aggregated Statistics
and all intellectual property rights therein, belong to and are retained solely by findhelp. Customer hereby
acknowledges that findhelp will be compiling Aggregated Statistics based on the Customer Content input into the
Services and Customer agrees that findhelp may (i) make such Aggregated Statistics publicly available, and (ii) use such
information to the extent and in the manner required by applicable law or regulation and for purposes of data
gathering, analysis, service enhancement and marketing, provided that such data and information does not identify
Customer or Customer Confidential Information. findhelp retains all rights not expressly granted herein.
13.4. Suggestions and Feedback. If Customer and any of Customer’s users may elect to provide or make available
suggestions, comments, ideas, improvements, or other feedback or materials to findhelp in connection with or related
to the findhelp Site, Platform, findhelp API, or Services (including any related Technology), findhelp will be free to use,
disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any such information or materials
in any manner. In order to cooperate with governmental requests, to protect findhelp’s systems and customers, or to
ensure the integrity and operation of findhelp’s business and systems, findhelp may access and disclose any information
we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic
information, usage history, and posted content. If findhelp makes any suggestions on using the Services, Customer is
responsible for any actions Customer may take based on any such suggestions.
13.5. Exchange of Seeker Data. To strengthen connections between Seekers and helper organizations such as Customer
and to enhance the continuity of social care delivered to Seekers, the findhelp Services supports options and
functionality within the Site and Services for Authorized Customer Users to view a given Seeker’s history of referrals
completed on or through the Site or Services. This functionality is made possible by findhelp customers and other helper
organizations agreeing to exchange Seeker Data with each other through the findhelp Services, and Customer wishes
to use this functionality. Accordingly, Customer agrees Aunt Bertha may store, process, and disclose Seeker Data
submitted by Authorized Customer Users in order to facilitate the exchange of Seeker Data with participating helper
organizations, solely for purposes of delivering social care to the individual Seeker to whom the data pertains. While
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Customer may disconnect itself from the functionality that allows the exchange of Seeker Data with other helper
organizations, the rights granted to Aunt Bertha under this paragraph are non-exclusive and irrevocable as to any Seeker
Data exchange occurring prior to such disconnection. Solely to assist the individual Seeker, Customer and Authorized
Customer Users agree to only query or use Seeker Data from the Site or Services as permitted and authorized under
this Agreement and applicable federal and state laws.
14. INDEMNITY
14.1. findhelp Intellectual Property Indemnity. findhelp will defend at its expense any cause of action brought against
Customer, to the extent that such cause of action is based on a claim that the Services, as delivered by findhelp to
Customer, infringe a United States patent, copyright, or trade secret of a third party. findhelp will pay those costs and
damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such
settlement was approved in advance by findhelp. Customer may retain its own counsel at Customer’s own expense.
findhelp shall have no liability for any claim of infringement based on: (i) Services which has been modified by parties
other than findhelp where the infringement claim would not have occurred in the absence of such modification; (ii)
Customer’s use of the Services in conjunction with data where use with such data gave rise to the infringement claim;
or (iii) Customer’s use of the Services outside the permitted scope of the Agreement. Should the Services become, or
in findhelp’s opinion is likely to become, the subject of a claim of infringement, findhelp may, at its option, (I) obtain
the right for Customer to continue using the Services, (ii) replace or modify the Services so it is no longer infringing or
reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is
commercially reasonable, terminate the access and use of the Services. Upon such termination, Customer shall cease
accessing the Services and findhelp will refund to Customer, as Customer’s sole remedy for such license termination,
the subscription Fees paid by Customer for the terminated license for the past twelve months. TO THE EXTENT
PERMITTED BY STATE LAW, THIS SECTION STATES THE ENTIRE LIABILITY OF AUNT BERTHA WITH RESPECT TO ANY CLAIM
OF INFRINGEMENT REGARDING THE SERVICES. The Parties expressly agree that no provision of the Contract is in any
way intended to constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from liability that
the City of Denton may have by operation of law.
14.2. Indemnification Procedures. The parties obligations as set forth in this Section 14 are subject to the other party,
to the extent allowed under applicable state law: (i) giving the indemnifying party prompt written notice of any such
claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any
such claim; and (iii) providing full cooperation to the indemnifying party in good faith in the defense of any such claim.
15. WARRANTIES AND SECURITY
15.1 Warranty Disclaimer. THE SITE, THE SERVICES, AND MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS".
CUSTOMER AND AUTHORIZED CUSTOMER USERS ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE SITE. AUNT BERTHA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY)
WITH RESPECT TO THE SITE, THE SERVICES AND THE MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY
IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUNT BERTHA MAKES NO WARRANTY THAT THE SITE OR
SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. AUNT BERTHA MAKES NO
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES OR AS TO THE
ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER THROUGH THE SITE OR FROM AUNT BERTHA
(OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS) SHALL CREATE ANY WARRANTY. AUNT BERTHA DISCLAIM
ALL EQUITABLE INDEMNITIES. ADDITIONALLY, AND NOT IN LIMITATION OF THE FOREGOING, OTHER THAN AS
EXPRESSLY SET FORTH HEREIN, AUNT BERTHA DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY DATA
PROVIDED UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT
IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
15.2 Warranties. Notwithstanding the above warranty disclaimers, findhelp warrants that the Services (i) will run
substantially in accordance with their Documentation; and (ii) will be performed in a professional and workmanlike
manner, consistent with industry standards. Each Party represents and warrants to the other that it has the full
corporate right, power, and authority to enter into this Agreement. Customer represents and warrants to findhelp that
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its use of the Services, including the Data, shall be conducted in accordance with applicable laws, rules or regulations,
industry standards and this Agreement.
15.3 Security Assurance. findhelp will continue to take appropriate and reasonable measures designed to provide for
the security, and availability, of data and information in the Services, including backup and disaster recovery for the
systems within the control and responsibility of findhelp; and, during the term of this agreement (including consecutive
renewals), findhelp will maintain compliance with the requirements for its current HITRUST certification (or equivalent
alternative). findhelp will also keep records of all personnel with such IT systems access and findhelp shall promptly
report any breach of its IT systems or data that relates to Customer or Customer's data that is stored within the
findhelp’s systems and shall inform Customer of its investigation and mitigation of any such breach. Both parties will
take industry standard precautions to protect login information, prevent malicious software transmissions, prevent
unauthorized access to the IT systems, prevent access to unauthorized information within the IT systems, timely
terminate personnel access when not needed, and other reasonable administrative, technical, and physical
safeguards. Each party shall remain responsible for their respective network and/or systems, as well as the
configuration of their security settings and controls. Without a mutual written amendment to this Agreement, the
Parties agree that findhelp will not be obligated to complete any additional security assessments or reviews, or be
subject to additional testing or inspections or audits (initiated by or on behalf of Customer) while such HiTRUST
certification is consistently maintained by findhelp. Upon request by Customer, findhelp will provide the most current
completed third-party assessment related to such HiTRUST certification to Customer.
16. LIMITATION OF LIABILITY. THE FOLLOWING TERMS ONLY APPLY TO THE EXTENT, IF ANY, PERMITTED UNDER
APPLICABLE STATE LAW AND FEDERAL LAW:
16.1. Disclaimer of Damages. IN NO EVENT WILL CUSTOMER, AUNT BERTHA (OR ITS AFFILIATES, SUBSIDIARIES,
LICENSORS OR AGENTS) BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR
DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED
TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR
HAVE PROVEN INEFFECTIVE.
16.2. Liability Cap. SUBJECT TO SECTION 16.3, THE CUMULATIVE LIABILITY OF CUSTOMER, AUNT BERTHA (OR ITS
AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS) FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION BASED IN CONTRACT, TORT, OR STRICT
LIABILITY, WILL NOT EXCEED THREE (3X) THE TOTAL AMOUNT OF ALL FEES PAID TO AUNT BERTHA BY CUSTOMER
OR ON CUSTOMER’S BEHALF DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT
GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
16.3. Exclusions. THE LIMITATIONS SET OUT IN SECTIONS 16.2 DO NOT APPLY OR LIMIT A PARTY’S LIABILITY WITH
RESPECT TO (A) FEES DUE BY CUSTOMER FOR USE OF MATERIALS OR SERVICES, (B) SECTION 9.2
(“CONFIDENTIALITY”), (C) CUSTOMER’S MISAPPROPRIATION OF MATERIALS (INCLUDING DATA), SERVICES OR
OTHER INTELLECTUAL PROPERTY, OR (D) SECTION 14 (“INDEMNITY”). IN ADDITION, THE LIMITATION OF LIABILITY
IN SECTION 16.2 FOR ALL CLAIMS ARISING FROM OR RELATING TO THE PRIVACY OR SECURITY OF PROTECTED
HEALTH INFORMATION OR PERSONALLY IDENTIFIABLE INFORMATION OR SENSTIVE PERSONALLY IDENTIFIABLE
INFORMATION SHALL BE INCREASED TO FIVE TIMES (5X) THE TOTAL AMOUNT OF FEES PAID TO AUNT BERTHA BY
CUSTOMER OR ON CUSTOMER’S BEHALF DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT,
OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY, NOTWITHSTANDING ANY LANGUAGE THEREIN TO THE
CONTRARY.
17. LOCAL LAWS; EXPORT CONTROL
findhelp controls and operates the Services from its headquarters in the United States of America and the entirety of
the Services may not be appropriate or available for use in locations outside of the United States of America. If Customer
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or Authorized Customer Users use the Services or Services outside the United States of America (provided such use has
been permitted in writing), Customer and Authorized Customer Users are solely responsible for following applicable
local laws.
18. GENERAL
18.1 Notice. Any legal notice necessary under this Agreement and any notice by a party to the other party in the event
of a breach of this Agreement will be in writing and delivered by personal delivery, documented overnight courier,
confirmed email, or certified or registered mail with return receipt requested, and will be deemed given upon personal
delivery, one (1) day after deposit with an overnight courier, and five (5) days after deposit in the mail, or upon
confirmation of receipt of email. Any notice of material breach will clearly define the breach including the specific
contractual obligation that has been breached. Notices will be sent to Customer at Customer’s address set forth on the
Order. Notices to findhelp will be sent to:
Aunt Bertha, a Public Benefit Corporation
Attn: Legal and Customer Contracts
3429 Executive Center Drive
Austin, Texas 78731
LegalNotices@findhelp.com
Either party may change its address by sending a notice under this Section.
18.2. Independent Contractor. The parties are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall
make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be deemed or
construed to create a joint venture or partnership between Customer and Business Associate. The parties agree that
neither party is acting or expected to act as an agent of Customer under the federal common law of agency [45 C.F.R §
160.402]. Accordingly, each party shall have no vicarious liability for any federal HIPAA violations of the other party.
18.3 Training. Customer is responsible to ensure that all Customer Authorized Users are appropriately trained and
capable of using the Services. Customer will engage in commercially reasonable efforts to comply with this obligation.
Customer understands that any if additional training services or other optional services may be helpful, Customer will
need to purchase such services at the then applicable rates of findhelp. If at any time in the future the Customer
determines additional personally-provided training may be helpful in the future, the parties will communicate in good
faith to establish a training program subject to Customer agreeing to the then current costs for available online training
and or for on-site training and travel expenses, if any. If findhelp determines that the Customer is inordinately or
excessively utilizing the standard subscription support services provided directly to Customer by individual staff
members of findhelp, findhelp will have the option to recommend that the Customer purchase additional training
services and other services as may be appropriate for the Customer’s designated Authorized Users to more efficiently
and effectively use the findhelp Services. If Customer declines to receive and participate in good faith in such
recommended services, findhelp may prospectively set reasonable limits on the amount and manner in which Customer
may request and findhelp may provide such support services to be performed by individual staff members of findhelp
to Customer.
18.4. Governing Law. The state law for the State of Texas in which the Customer is established as a public governmental
entity and applicable U.S. federal law, will govern this Agreement.
(i) Each Party Responsible for the Party’s Own Legal Fees. In the event of any dispute or controversy between
the Parties in connection with or related to this Agreement or this Addendum, or in connection with the
interpretation or enforcement of any provision hereof or thereof, each party in such dispute or controversy
will be responsible for its own legal fees (including attorneys’ fees).
(ii) For any mediation or for any judicial action that may be brought in a state or federal court under this
Agreement, each party also agrees to consent to agree to allow the other party to be represented by counsel
of its own choosing, whether from the state where the judicial proceeding occurs or from any other state on
the United States, pursuant to a pro hac vice or similar request to the maximum extent as may be allowed by
any applicable court or forum.
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(iii) Electronic Participation. To the maximum extent allowable and possible under the applicable rules and
laws and to minimize each party’s costs and expenses, the parties agree to use their best efforts to allow all
dispute resolution (mediation or other legal proceedings) proceedings to occur through electronic means and
for each party to participate remotely by electronic means whenever such option is available instead of the
physical presence of any or all parties at any particular location for any such proceeding.
18.5. Severability and Reformation. If any provision herein is held to be invalid or unenforceable for any reason, the
remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to
replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of
the invalid provision.
18.6. Force Majeure. Each party shall have no liability to the other party for any delay or failure to perform its obligations
hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such party Such
causes shall include, but are not limited to, acts of God, floods, pandemic, fires, loss of electricity or other utilities, or
delays by third parties in providing required resources or support. Aunt Bertha dba findhelp shall immediately notify
the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the
inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-
performance or delay in performance.
18.7. Survival. The Ownership (Section 5), Proprietary Rights (Section 13), Indemnities (Section 14), Warranties (Section
15), Limitation of Liability (Section 16) and General (Section 18) provisions shall survive any termination of the
Agreement.
18.8. Restricted Rights. Use of any software provided by findhelp hereunder by or for the United States Government is
conditioned upon the Government agreeing that the software is subject to Restricted Rights as provided under the
provisions set forth in FAR 52.227-19. If applicable, Customer shall be responsible for assuring that this provision is
included in all agreements with the United States Government and that the software, when accessed by the
Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights
as of such access.
18.9. Modifications to the Services. findhelp will endeavor to provide at least fifteen days advance notice of any
changes in the Services platform. However, findhelp may change or modify the Services at any time with immediate
effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add
additional features to the Services (where this does not materially adversely affect Customer’s use of the Services); or
(c) to restrict items or activities that findhelp deems disruptive, unsafe, inappropriate, or offensive. Customer’s
continued use of the Services after the effective date of any change will constitute acceptance of that change. If any
change is unacceptable to Customer, Customer agrees not to use the changed item and Customer may discontinue use
of that part of the Services. findhelp will notify Customer of changes by electronically postings on applicable customer
support webpages, to the applicable Services site to which the change relates, by sending an email notification, or by
other electronic means or via other methods, including to any email addresses Customer provides. Customer is
responsible to ensure that all of Customer’s contact information is up to date and accurate and regularly monitored.
[End of Customer Subscription Terms]
Thank you from the entire team at
Our Mission: Connecting all people in need
and the programs that serve them (with dignity and ease).
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Appendix: Enterprise Service Level Agreement
(vOctober 2022)
Customer Support
Contacting Customer Support
findhelp provides customer support during business hours to assist you with issues you encounter while using your site.
Your Customer Success Manager (CSM) will be your primary support contact.
Access Availability Service Notes
Self-Service support.findhelp.com 24x7
Our self-service portal includes a
variety of online resources, including
helpful training, release notes, and
basic troubleshooting steps.
Email
Email your CSM, the CS team
customer@findhelp.com or
support@findhelp.com for
additional support assistance.
Monday - Friday
9-5PM (Central
Time)
Except Company
Holidays*
New Year’s Day
Memorial Day
Independence Day
Labor Day
Election Day
Thanksgiving
Day after
Thanksgiving
Christmas Eve
Christmas Day
Your CSM or a member of our support
team will respond to your request
within two business days. When your
CSM is out of the office, email
customer@findhelp.com. We have
back-up CSMs in place to ensure
business continuity.
Phone Contact your CSM directly at their
provided phone number.
*Holidays may include the day the holiday is “observed” if the actual holiday occurs on weekends. findhelp reserves the right
to modify company holidays. Please contact your CSM for the most up to date company holiday list.
Severity Classifications and Response Times
Once an issue has been triaged, it will be given a severity classification. Response time and update frequencies for each
severity classification are listed in the table below.
Description Initial
Response
Update Frequency
Critical Critical service workflow or functionality unavailable to
a majority of users. No workaround exists.
2 business
hours
Every 4 business hours
Major Critical service workflow or functionality is impaired.
Users have a temporary workaround.
4 business
hours
Every 8 business hours
Minor Non-critical workflow or functionality is unavailable or
impaired. Users can still complete workflow.
8 business
hours
As mutually agreed
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Data Operations
Access First Reply
Time
Full Completion Time
Suggest a
New
Program
https://www.findhelp.com/find_a_program 2 business
days
In addition to the first reply,
most requests are also fully
completed within 2 business
days. Note that larger or more
complex suggestions may
require additional time.
Additionally, if we are not able
to get in contact with the
program in a timely manner
(maybe they are out of the
office) that may cause it to take
more time.
Suggest a
Program Edit
Submit suggestion directly on individual program
card
2 business
days
Verify Claims https://www.findhelp.com/claims 2 business
days
General
Program
Review
Our goal is 90% of all programs listings on the findhelp platform
are reviewed (including by external sources of data) every 6 months
System Availability
Availability
findhelp will be available ninety-nine and nine-tenths percent (99.9%) of the time, twenty-four (24) hours per day,
seven (7) days per week (a week will be deemed to commence at midnight Eastern Time on Sunday and extend for
seven (7) days), including all legal holidays, with the exception of scheduled interruptions for maintenance.
Status Portal
The current status of our platform can be monitored at any time, including during maintenance windows, at
status.findhelp.com. You may subscribe to email status updates from the Status Portal.
Reserved Maintenance Windows
We conduct regular maintenance which typically does not require downtime. In the rare event that downtime is
required for system maintenance, it will be announced ahead of time through our Status Portal. Our standard
maintenance window, when required, is Saturday 10:00 p.m. to Sunday 2:00 a.m. Central Time.
Incident Response
PHI Inquiry
Timeframe for PHI disclosure incident:
Description Communication
Timeframe
findhelp will provide relevant information in a report within this timeframe if there
is an incident regarding PHI disclosure. 72 hours
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Escalation Contacts
Your first point of contact for escalating any issue is your Customer Success Manager. If you have not received a timely
or adequate response based on the above service levels, you may escalate your issue in the following order:
VP of Customer Success: rlauderdale@findhelp.com
Chief Operating Officer: jtraish@findhelp.com
VP of Product Development: ehenderson@findhelp.com
[vOctober 2022 - End of Appendix]
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Appendix C: Denton County Cybersecurity and Data Access
1. Cybersecurity
A. Definitions:
“Information Systems”: A discrete set of information resources organized for collecting, processing,
maintaining, using, sharing, disseminating, or disposing of information, such as computer systems,
network systems, and storage systems.
B. Aunt Bertha shall apply basic safeguarding requirements and procedures to protect Customer Content
and Aunt Bertha’s Information Systems whenever the Information Systems store, access, process, or
transmit any Customer Content or are used to provide Service to Customer. These requirements and
procedures shall include, at a minimum, the security control requirements “reflective of actions a
prudent businessperson would employ,” which are outlined in the Federal Acquisition Regulations FAR
52.204-21(b) and codified in the Code of Federal Regulations at 48 CFR § 52.204-21(b) (2016).
C. Aunt Bertha shall maintain appropriate access controls to Customer Content and adhere to the principle
of least privilege, including limiting access to Customer Content only to personnel who require such
access in order for Aunt Bertha to provide Service to Customer or to exercise Aunt Bertha’s rights or
perform Aunt Bertha’s obligations under the Agreement.
D. Aunt Bertha shall enable, maintain, and monitor appropriate logging and auditing functionality on its
Information Systems to identify and report on malicious activity and anomalous events. Aunt Bertha shall
log all access to Customer Content and provide the logs to Customer upon request. Logging shall follow
NIST SP 800-92 guidelines.
E. Aunt Bertha shall maintain supported versions and apply security patches in a timely manner to Aunt
Bertha’s Information Systems, including all hardware, operating systems, and software utilized in the
delivery or support of this Agreement. In the event Aunt Bertha is unable to do so, Aunt Bertha shall
provide a Plan of Action including timelines, possible compensating controls, and detailed explanations
to Customer. All Aunt Bertha computer systems used in the delivery and support of Service shall contain
software that protects the systems from being infected by viruses and malware. The software shall be
actively managed and routinely updated by Aunt Bertha.
F. Aunt Bertha (including all officers, employees, agents, and subcontractors of Aunt Bertha with access to
Customer computer systems or data) shall be required to complete a cybersecurity training program
certified by the Texas Department of Information Resources (DIR) under Texas Government Code §
2054.519 (or a cybersecurity training program with equivalent or greater requirements) at least annually
during each year of the initial term and any renewal terms of the Agreement. Any Aunt Bertha officers,
employees, agents, or subcontractors with access to Customer computer systems or data that does not
meet this requirement as of the execution date of the Agreement shall be required to complete the
training either a) within the first three months of the initial term of this Agreement or b) before granting
access to Customer computer systems or data if access is required after the first three months of the
initial term of this Agreement.
G. All Customer Content shall be stored and transmitted solely within secure data centers, computer
systems, and networks within the United States of America.
H. Aunt Bertha agrees that in the event Aunt Bertha becomes aware of a breach of security with respect to
Customer Content, Aunt Bertha shall immediately notify Customer in writing of the breach, the extent of
the breach, and possible consequences of the breach. Aunt Bertha agrees to provide appropriate and
timely support for computer forensic investigations and analysis as necessary. Aunt Bertha shall be
responsible for all damages, fines, litigation, and remediation costs related to a breach affecting
Customer Content except when the breach of security results from any action or inaction of Customer.
I. Aunt Bertha shall include the substance of this Cybersecurity section in subcontracts under this
Agreement (including subcontracts for the acquisition of commercial items other than commercially
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available off-the-shelf items) in which a subcontractor may have access to Customer computer systems
or databases or in which a subcontractor may have Customer Content residing in or transiting through its
Information Systems. Aunt Bertha shall disclose to Customer a list of all subcontractors and their role in
providing the Service to Customer upon request.
J. Aunt Bertha shall procure and maintain Cyber Liability Insurance, with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate, for the duration of the Agreement for claims arising out of
their services and including, but not limited to loss, damage, theft, or other misuses of data, infringement
of intellectual property, invasion of privacy and breach of data. Coverage shall be sufficiently broad to
respond to the duties and obligations as is undertaken by Aunt Bertha in this Agreement. It shall include,
but not limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information, alteration of
electronic information, extortion, and network security. The policy shall provide coverage for breach
response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to
respond to these obligations. If Aunt Bertha maintains broader coverage and/or higher limits than the
minimums shown above, Customer requires and shall be entitled to the broader coverage and/or higher
limits maintained by Aunt Bertha. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Customer. If coverage is written on a claims made
basis, then coverage shall be maintained for three (3) years after the termination of this Agreement.
Coverage shall be procured from an insurance company which carries a Best’s Policyholder rating of “A”
or better and carries at least a Class “VIII” financial rating. Aunt Bertha shall provide certificate(s) of
insurance confirming the required coverage on the standard Acord insurance certificate forms. Unless
otherwise specified, Customer shall be included as an additional insured on a primary and
noncontributory basis on all third-party coverages.
K. Aunt Bertha shall acquire the services of a reputable third party at Aunt Bertha’s expense to perform
security audits annually and provide assessment reports to Customer upon request.
L. Customer has the right to review Aunt Bertha’s infrastructure and security specifications in written
format upon request.
M. If Aunt Bertha requires remote access to Customer Information Systems, Aunt Bertha shall utilize remote
access solutions provided or approved by the Customer’s IT Security Officer.
N. Aunt Bertha shall annually provide to Customer an Attestation of Compliance with the requirements in of
this Cybersecurity section, including insurance certificates and security assessment reports, upon
request.
O. Aunt Bertha shall reasonably participate in discussions and remediation efforts with Customer regarding
cybersecurity risks and concerns.
P. Aunt Bertha shall defend, indemnify and hold harmless Customer and its affiliates, its respective
directors, officers, employees, subcontractors, agents and representatives during and after the Term of
this Agreement from and against any and all claims, demands, suits, judgments, settlements, losses,
liabilities, deficiencies, and expenses of any nature (including reasonable attorneys’ fees) to the extent
resulting from, or arising out of Aunt Bertha’s performance under this Agreement, including, but not
limited to, any actual or alleged cyber incident directed at, related to, or connected to the Service or
Aunt Bertha that impacts Customer Content or Customer’s Information Systems, including but not
limited to a data breach, ransomware attack, and DDoS attack. Aunt Bertha’s entire, aggregate, and
cumulative liability for indemnification shall be limited to the proceeds, if any, available under the
insurance policies and limits required by this Agreement.
2. Data Access and Ownership
A. Customer shall maintain ownership of all data provided, created, and maintained by Customer.
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B. Aunt Bertha shall maintain adequate backup copies of all Customer Content to prevent data loss and
recovery from a system failure. Aunt Bertha shall provide the configured backup schedule, recovery point
objective (RPO), and recovery time objective (RTO) to Customer upon request.
C. Aunt Bertha shall regularly create backup copies of Aunt Bertha’s critical business information and
software and test to verify their integrity.
D. Aunt Bertha shall implement appropriate disaster recovery and business continuity plans. Aunt Bertha
shall review and update such plans regularly.
E. Customer shall have access to its data at any time on-demand and at no additional cost, ideally on a self-
service basis, to include attachments, metadata, and images.
F. Aunt Bertha shall securely return all copies of Customer Content to Customer within 30 days of
Agreement termination or upon request of Customer Chief Information Officer. Aunt Bertha shall
maintain, back up, and secure the data until it is returned. Upon Agreement termination, Aunt Bertha
shall delete all Customer Content under Customer’s review and approval.
G. Aunt Bertha shall assist Customer, in responding to and complying with e-discovery requests, public
information requests, and litigation holds as needed.
H. Upon Customer request, Aunt Bertha shall provide to Customer all data access policies, procedures, and
standards, including technical standards for encryption and transmission, access controls at Aunt Bertha
locations, and background and/or security check protocols for Aunt Bertha resources that access
Customer Content.
3. Survival
Any provision of the Denton County Cybersecurity and Data Access Appendix, which contemplates
performance or observance subsequent to any termination or expiration of the Agreement, will survive
expiration or termination of the Agreement.
4. Nonappropriation
Customer may terminate this Agreement at the end of each fiscal year if funds sufficient to pay its obligations
under the Agreement are not appropriated by Denton County Commissioners Court. In the event of such
termination, Customer will not be considered to be in default or breach under this Agreement, nor shall it be
liable for any further payments ordinarily due under this Agreement, nor shall it be liable for any damages or
any other amounts which are caused by or associated with such termination.
5. Clickwrap Disclaimer
No ‘clickwrap,’ ‘click-to-accept’, ‘click-through,’ ‘shrink-wrap,’ ‘browse-wrap,’ or similar terms that may be
required for the Customer or its staff to access the Service and no ‘terms of use’ or ‘privacy policy’ referenced
therein or conditioned for use of the Service shall apply. The parties acknowledge that regardless of any
"acceptance" of those terms by electronic means as a condition of access to the Service, this agreement sets
forth all the terms to which the parties are binding themselves for the access and use of the Service and any
such clickwrap agreement and other terms (including Terms of Use and Privacy Policy) referenced therein
shall be null and void for the Customer and all staff.
6. Texas Government Code §2252.152 Compliance
To the extent that Texas Government Code Chapter 2252.152 applies to this Agreement, Aunt Bertha
certifies that it does not and will not do business with Iran, Sudan, or foreign terrorist organizations during
the term of this Agreement and that it is not identified on a list maintained pursuant to Texas Government
Code Section 806.051, 807.051 or 2253.153.
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7. Texas Government Code §2271 Compliance
To the extent that Texas Government Code Chapter 2271 applies to this Agreement, Aunt Bertha certifies
that it does not currently boycott Israel and it will not boycott Israel during the term of this Agreement.
[- End of Appendix]
DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE
Aunt Bertha
NA
9/18/2023
Certificate Of Completion
Envelope Id: BE9E60014881468A82B0BB8879B5F5CE Status: Completed
Subject: ***Purchasing Approval*** 8362- Find Help
Source Envelope:
Document Pages: 29 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 2 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
9/14/2023 11:40:24 AM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 9/14/2023 11:52:03 AM
Viewed: 9/14/2023 11:52:11 AM
Signed: 9/14/2023 11:52:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/14/2023 11:52:48 AM
Viewed: 9/15/2023 9:41:56 AM
Signed: 9/18/2023 10:17:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tyler Hartung
tyler@findhelp.com
VP of Finance
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 199.117.89.106
Sent: 9/18/2023 10:17:41 AM
Viewed: 9/18/2023 10:29:46 AM
Signed: 9/18/2023 11:33:49 AM
Electronic Record and Signature Disclosure:
Accepted: 9/18/2023 10:29:46 AM
ID: f367dd14-92c6-47ec-a097-735891ec2b0f
Courtney Douangdara
Courtney.Douangdara@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/18/2023 11:33:52 AM
Viewed: 9/18/2023 11:53:51 AM
Signed: 9/18/2023 11:56:15 AM
Electronic Record and Signature Disclosure:
Accepted: 9/18/2023 11:53:51 AM
ID: 3242c3a1-4ae8-410c-b979-15b03000476c
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/18/2023 11:56:18 AM
Viewed: 9/18/2023 12:27:47 PM
Signed: 9/18/2023 12:28:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2023 12:28:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dawn Friesen
dfriesen@findhelp.com
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2023 12:28:37 PM
Viewed: 9/18/2023 12:54:38 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 9/14/2023 11:52:03 AM
Certified Delivered Security Checked 9/18/2023 12:27:47 PM
Signing Complete Security Checked 9/18/2023 12:28:34 PM
Completed Security Checked 9/18/2023 12:28:37 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Tyler Hartung, Courtney Douangdara
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.