HomeMy WebLinkAboutCAG2020-120 - Other - Bottomline Technologies, Inc. - Transform AP 8.0 Upgrade for Office 365 Modern Authentication - 10/14/2022 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: ILS/TD
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep: IMC
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
Lynnette Smith IT
Date Sent: Date Required:
> 04/04/2023
0
CL Authorized to Sign: Date of Council Approval:
C Director or Designee N/A
Budget Account Number: Grant?[:]YesZNo
52001770.64160.1800
Budget?R]Yes:No Type: N/A
Vendor Name: Category:
Bottomline Technologies, Inc. License
Vendor Number: Sub-Category:
= 213922 Other
0
Project Name: TAP 4.1 Transform 8.0 Upgrade for Office 365 Modern Authentication
E
1. Project Details:One-time procurement of professional services to upgrade existing TAP
= platform to Transform 8.0 and implement Modern Authentication with 0365.
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Agreement Amount: $10 890.00 Basis for Selection of Contractor: Direct Negotiation
GJ
`Memo to Mayor must be attached
3- Start Date: 10/14/2022 Termination Date:
Im
Q Local Business?F_1YesP'1No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
,�yef7llNo CAG2020-120
Comments:
<<signature on attached agreement p. 03/20>>
3 Mike Carrington, IT Director
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Date: <<date on attached agreement p. 03/20>>
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Date Routed to the City Clerk's Office: 4/4/23
ac«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
Bottomline Technologies,Inc. Sales Order No. BT-113210
325 Corporate Drive Sales Order Date 10/12/2022
To Boftomline Portsmouth,NH03801-6808 Customer Number KENCIT001
www.bottomIine.com Payment Terms NET 30
Account Rep Kevin Lane
Email klane@bottomline.com
Phone (603)501-5107
Purchase Order
Thank you for choosing Bottomline
. .
Address CITY OF KENT CITY OF KENT
220 4TH AVENUE SOUTH 220 4TH AVENUE SOUTH
KENT,Washington 98032-5838 KENT, Washington 98032-5838
United States United States
Ship to Attention Kerry Richardson Comments:
Phone +12538564625
Email kichardson@kentwa.gov
Delivery Method ELECTRONIC
Currency USD
Product Name
Services
TAP Consultancy-Hourly Rate(Remote) NA-TJD-PS01-90001 One Time $220.00 32.00 $7,040.00
TAP Off-hours Professional Services-daily rate,
billed in full days NA-TJD-PS01-90007 One Time $3,850.00 1.00 $3,850.00
Subtotal for Services $10,890.00
• $0.00
• $10,890.00
$0.00
Page 1 of 2
Bottomline Technologies,Inc. Sales Order No. BT-113210
321 Corporate Drive Sales Order Date 10/12/2022
To Bottomline Portsmouth,NH 03801-6808 Customer Number KENCIT001
www.bottomIine.com Payment Terms NET 30
Account Rep Kevin Lane
Email klane@bottomline.com
Phone (603)501-5107
Purchase Order
Terms and Conditions
Products and Services.Customer agrees to purchase from Bottomline Technologies,Inc.("Bottomline"),and Bottomline agrees to provide
to Customer,the Products and Services set forth in this Order Form,pursuant to Bottomline's Terms and Conditions which are incorporated
by reference,which may include professional services to be provided to Customer as detailed herein or a Statement of Work.Customer is
identified in the bill to section set forth in this Order Form.Capitalized terms used but not defined herein shall have the meanings given to
them in the Terms and Conditions.
Term.The perpetual license term shall commence on the Order Form Date and continue in full force and effect unless Customer terminates
by providing Bottomline with thirty(30)days written notice,provided all Fees are paid in full.
Payment. Fees and payment terms for the Products and Services are specified in this Order Form.Payments are non-refundable.Software
Fees will be invoiced upon shipment.Software support shall be invoiced upon shipment of Software and annually thereafter,unless Customer
provides notice of non-renewal. Professional Service Fees,if any,will be invoiced as rendered.
Entire Agreement.This represents the entire understanding and agreement between the Customer and Bottomline for the Products and
Services referenced herein and supersedes all prior and contemporaneous agreements,proposal,representations or warranties,written and
oral. This Order Form may not be modified without an amendment signed by both parties.
In order to implement the Products and Services,please sign below and return this Order Form to globalsales2@bottomline.com.
In the event Customer does not execute this Order Form by 11/11/2022,Bottomline reserves the right to reject this Order Form.
T��
10-14-2022
Authors ed Custom Si ature Date
Mike Carrington IT Director
Print Name&Title Purchase Order No.
Page 2 of 2
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Bottomfine
Statement of Work
Date: September 27, 2022
Customer Name: CITY OF KENT
Project Name: TAP 4.1 - Transform 8.0 Upgrade for Office 365 Modern Authentication
Description of Work: The following table is a list of high-level project phases or tasks identified during
the discovery process, and the estimated effort required.
Project Phase / Task Weekend Offsite
Days Hours
Transform AP — Transform 8.0 Upgrade 0 24
• Project Management.
• See Project Assumptions for phased tasks and ownership.
• Implementation Preparatory efforts, planning & technical
requirements.
• In place test server upgrade to Transform 8.0 and implementation
of Modern Authentication with Office 365 across all branches for 10
email accounts and all outbound email, if applicable, (See list of
email accounts in project assumptions).
• Testing Support and Production Readiness and Planning
Transform AP Operational Readiness Services — Go Live Support: 8
• Bottomline Services will provide support for the production Go-Live
of Transform AP from the TAP Project Manager and TAP Technical
Consultant in preparation of and immediately following go-live
• Dedicated remote go live support for one full business day.
• As we hold a consultant on reserve for the scheduled go-live day,
go live support will be invoiced in full.
Transform AP Operational Readiness Services — Go Live 1
Preparation:
• Bottomline Services will provide weekend production server
preparatory services for the Go-Live of Transform AP to
accommodate for TAP downtime during non-business day hours by
both the TAP Project Manager and TAP Technical Consultant.
• One weekend day to manage in-place upgrades of Transform 7.4
with Modern Email Authentication for one TAP Production server.
• As we hold a consultant on reserve for the scheduled weekend day,
weekend support day will be invoiced in full.
Estimated TOTAL: 1 32 Hours
The additional professional services listed in this document are to enhance Transform AP product to
accommodate the customer requirements as detailed in the DOU (Document of Understanding). As a
result, when future releases of Transform AP including hotfixes, patches, service packs become
available, which the customer would be entitled to as a maintenance paying customer, upgrading to the
new release will entail incorporation some level of the same services quoted in this document. Of course,
the customer can decide if the new releases of Transform AP have functionality that pertains to them
and elect to forgo installing certain version updates. In addition, newer versions may incorporate
features as part of the base solution which are being performed today as professional services with the
approval of this estimate, thus, eliminating the cost moving forward. There is no assertion however that
the above listed integrations will be incorporated into the base Transform AP product.
CK_TAP4.1_SOW_TF58.0 Upgrade_V1_10122022_AH.docx Page 1 of 3
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Bottomline
Project Assumptions:
• Project phased tasks and ownership:
o Bottomline - In place upgrade of TAP servers
o CITY OF KENT - Configure 0365 to allow OAUTH2 connection for Bottomline
o Bottomline/CITY OF KENT - Configure Bottomline Token Manager on TAP/TFS servers
o Bottomline - Modify Transform Projects authenticating to 0365 to use OAUTH2 and Auth
Token
o CITY OF KENT - Basic testing of affected projects
o Bottomline/CITY OF KENT - Promotion to production tasks
• Current Emails effected:
Prod:
TAPApprovalsCa)kentwa.aov
APInvoicesCa)kentwa.gov
Test:
TAPApprovalsTest@kentwa.gov
APInvoicesTestC�kentwa.gov
General Assumptions and Notes
• All services and development efforts are based on customer supplied forms, data files and business
rules defined at commencement of project. Customers are responsible for providing production
quality data files representative all of conditions and data field variations prior to the commencement
of any Bottomline development activities. Development is conducted within Bottomline development
environments and may result in variations when tested within the client's environment or repository.
Variances discovered during the project lifecycle may require a change order to secure additional
billable services. Additional billable services will be needed to accommodate new or additional data
files, conditions, or modifications to data files once development commences; including the use of
data files needed to develop, validate or test business logic, presentation layers, or distribution rules.
• Customers must provide an appropriate primary point of contact to work with the Bottomline
Technologies dedicated Project Manager and Technical Team for the entire duration of the
engagement. In addition, customers are responsible for providing and managing the necessary staff
resources to assist with the implementation of each defined project. Customers are responsible for
providing and managing their necessary partner(s) and/or third party resources to assist with the
project as needed.
• Customers are responsible for procuring all hardware required to support infrastructure of defined
technical architecture. In addition, customers who utilize email, fax, PDF generation or any 3rd party
product must have that application installed and configured for use by all Bottomline Technology
software prior to the commencement of services. All environments identified at commencement of
project are installed and configured at the same time and are identical in configuration to facilitate
testing that will be consistent with production setup and processing.
• All listed work efforts will follow standard Bottomline project methodology. All services are provided
during normal Bottomline business hours. Components of the stated services may be provided
remotely. Other than project operational documents, supplemental documents or training materials
are not provided. Advanced project plans are not expected to be needed however can be
accommodated on a time and materials basis from your Bottomline project manager.
• All services and development efforts are to be completed in consecutive business days over a
scheduled period of time. Bottomline project managers will work with the client to schedule the
project engagement. If the client experiences a delay for any reason that impacts Bottomline's ability
to deliver or complete the engagement within the scheduled dates the project lifecycle may be
delayed or rescheduled to resume at a later date. Services work scheduled to resume at a later date
will be given a first available date to resume once all missing elements are provided to Bottomline
and the Bottomline project team has confirmed receipt of all outstanding items.
• Any Onsite or Retainer date confirmed in writing for the provision of one or more Professional Services
days ("Consultancy Day(s)") may only be cancelled or postponed by the Customer by written
notification to Bottomline. If a request for cancellation or postponement is received from the
Customer less than five (5) working days before the commencement of the Consultancy Day(s) then
Bottomline shall be entitled to invoice Customer at the full applicable Daily Rate for the cancelled or
postponed Consultancy Day(s). Additionally, for any scheduled onsite visit that is cancelled or
CK_TAP4.1_SOW_TF58.0 Upgrade_V1_10122022_AH.docx Page 2 of 3
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Bottomfine
postponed after travel arrangements have been made by a Bottomline consultant, the Customer is
responsible for any nonrefundable travel expenses (or the change fee) and any other adjustments in
travel costs.
• All onsite work shall be charged in full-day increments for each of the Bottomline personnel assigned
to provide the Services. For all onsite engagements once a consultant is at the client location; should
all tasks be completed earlier than expected and the client elects to end onsite services early, the
full amount of onsite days scheduled shall be charged. All off-site or remote work is charged in one
(1) hour increments. Rates shall be set forth in the accompanying Sales Order.
• Remote billable consulting services include, but are not limited to the following activities: preparatory
efforts, planning, internal and external calls, emails, WebEx's, resource coordination, managing
logistics, reporting, scheduling, project and task management, confirmation of software/licenses,
analysis, implementation and installation services, product and application trouble shooting,
knowledge transfer, questions/answers, issue escalation and resolution, configuration of remote
access or WebEx connectivity and project close-out. Upon request project work logs will be provided
which summarize the services performed. Requests made for projects work logs containing non-
standard information will incur an additional charge based on time and materials.
• Limited remote go live support is included in this proposal. As we work with your team implementing
these services, our project manager will work directly with you to determine the appropriate level of
go live consultative support we recommend.
• The information contained in this SOW is valid for
90 days from the above date.
CK_TAP4.1_SOW_TF58.0 Upgrade_V1_10122022_AH.docx Page 3 of 3
https://www.bottomIine.com/us/saas-terms/professional-services-specific-terms
(Saved 10/13/2022)
Professional Services Specific Terms
These terms (the "Professional Services Terms") apply to Bottomline's Professional
Services. Customer may purchase Professional Services pursuant to a Statement of
Work (as define below) or Order Form, as applicable. By purchasing Professional
Services, Customer agrees to be bound by the Terms, these Professional Services
Terms, the Statement of Work and the applicable Order Form. Capitalized terms not
defined in these Professional Service Terms have the meaning given to them in the
Terms.
1. Customer Responsibilities. Customer shall perform all duties and obligations set
forth in a document that is executed by both Bottomline and Customer specifying the
nature and scope of the work to be performed by Bottomline (a "Statement of Work" or
"SOW"), including without limitation, providing Bottomline with timely and professional
assistance and cooperation, and complete and accurate data (collectively,
"Assistance"). Bottomline shall not be liable for any deficiency in performing the
Professional Services if such deficiency results from Customer's failure to provide
adequate Assistance. Customer shall designate an employee or agent as project
manager who shall be primarily responsible for communication between Customer and
Bottomline regarding the Professional Services. Customer shall provide Bottomline with
reasonable working space and equipment, and any other materials necessary for
Bottomline to complete the Professional Services. Customer shall reimburse Bottomline
for all reasonable travel and living expenses incurred in the performance of on-site
Professional Services.
2. Propriety Rights Reserved. Bottomline retains all right, title and interest, including,
without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to
any deliverables developed as a result of the Professional Services, and any portion
thereof. All changes, upgrades, updates, improvements or other modifications to
Bottomline's Technology as may be developed as a result of the Professional Services
shall be owned exclusively by Bottomline. All changes, upgrades, updates,
improvements, or other modifications to Customer Materials or Customer's proprietary
technology as may be created as a result of the Professional Services shall be owned
exclusively by Customer. To the extent that Customer obtains any right, title or interest
in or to any deliverables, Customer hereby irrevocably assigns to Bottomline, without
additional consideration, all right, title and interest in and to all such deliverables,
including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial
rights and all other intellectual property and proprietary rights related thereto, whether
existing now or in the future, effective immediately upon the inception, conception,
creation or development thereof. Customer shall execute such written instruments and
do such other acts as may be necessary to evidence or enforce Bottomline's rights in
and to such deliverables.
3. Change Order. Any modifications to the specifications, delivery dates or Fees in a
SOW will require execution of a document executed by both Bottomline and Customer
that details any changes to the specifications, delivery dates or Fees detailed in a SOW
(a "Change Order"), signed by Bottomline and Customer. Each Change Order shall be
deemed an amendment to the SOW. In the event that Bottomline, in good faith,
determines that unforeseen factors materially increase Bottomline's cost of
performance of a SOW hereunder, Bottomline shall notify Customer immediately in
writing of such factors and may seek Customer's approval for revising the
specifications, delivery dates or Fees associated with a SOW. In the event that the
parties cannot mutually agree upon the details of the Change Order, Bottomline shall
not be required to perform the change, and in such event, Customer reserves the right to
terminate the SOW. Upon such termination, Customer shall pay to Bottomline all Fees
incurred up to the date of termination for any Professional Services provided by
Bottomline to Customer.
4. Professional Services Warranty. Bottomline warrants that the Professional Services
will be performed in a workmanlike manner consistent with generally accepted industry
practices. Bottomline represents and warrants to Customer that, for a period of thirty
(30) days from when the Professional Services are performed, the Professional Services
as provided by Bottomline will materially conform with the specifications set forth in the
SOW (the "Professional Services Warranty"). This Professional Services Warranty shall
not apply to the extent the results of the Professional Services or any portions thereof,
have been altered or modified in any way by any party other than Bottomline. Customer
must submit a claim for breach of the Professional Services Warranty in writing on or
before thirty (30) days from the data of completion of the Professional Services, or such
claim shall be deemed waived. Customer's sole and exclusive remedy and Bottomline's
sole and exclusive liability for breach of the Professional Services Warranty shall be for
Bottomline, at its option, to correct any nonconformity or reperform the Professional
Services. The Professional Services Warranty is intended solely for the benefit of
Customer and Customer shall have no authority to extend or transfer this warranty to
any other person or entity.
5. Non-Solicitation. While the Terms remain in effect and for one (1) year following the
termination of the Terms, neither party shall directly or indirectly recruit, solicit or hire
any employee of the other party, or induce or attempt to induce any employee of a party
hereto to terminate his/her employment with the other party; provided that either party
shall be permitted to hire any employee of the other party who responds to a general
employment advertisement or solicitation
6. Cancellation. In the event that Customer cancels confirmed on-site Professional
Services, Customer will be charged a cancellation fee as well as any non-refundable
lodging, airline or other expenses related thereto. Such cancellation fees will be
calculated based upon the amount of notice provided to Bottomline. Bottomline's fee
schedule is available upon request. The cancellation fee will not be subject to any
previously agreed upon discounts or expense restrictions.
https://www.bottomIine.com/us/software-terms (Saved 10/13/2022)
Terms and Conditions for Software
These Terms and Conditions (the "Terms") govern Customer's use of Bottomline's
software (the "Products and Services"). These Terms are a legal contract between
Bottomline Technologies (de), Inc., on behalf of itself and its affiliates and subsidiaries
(collectively, "Bottomline") and the customer identified in an order form
("Customer"). Each party represents and warrants that they have the authority to enter
into these Terms and doing so does not conflict with any other agreements to which
they are a party.
1. Customer Acknowledgments and Obligations.
a. Authorized Users. A Customer may authorize itself or one or more of its
employees, consultants, vendors or agents (collectively, "Authorized Users") to
use or manage the Products and Services on Customer's behalf. Customer will,
and will ensure that each Authorized User will, keep any access credentials
confidential and ensure that they are not disclosed to any third-party. Customer is
responsible for the acts and omissions of its Authorized Users and is fully
responsible for all activity that occurs with use of access credentials. Customer
agrees to, and will ensure that each Authorized User will, notify Bottomline
at BTnotifications@bottomline.com immediately upon learning of any
unauthorized use of access credentials. Bottomline may rely on Customer's and
its Authorized Users' or end users' access to the Products and Services which is
believed by Bottomline to be genuine, and assume an individual using or
accessing the Products and Services is, in fact, Customer's Authorized User or end
user. Customer shall be responsible and liable for all use of, access to, and activity
within the Products and Services of its Authorized Users and end users.
b. License Grant. Subject to the Terms and the applicable Order Form (as
defined below) and for the term set forth in an Order Form, Bottomline grants to
Customer a non-exclusive, non-transferable, revocable, fee-bearing, limited, non-
sublicensable license to install, execute and use the machine-readable, object
code form of software that is ordered pursuant to an Order Form and is installed
and operated on-site at locations and on servers and devices that Customer
controls, including the Client Software and the Server Software (the "Software")
solely: (a) in object code format; (b) in accordance with applicable Documentation
and number of licenses purchased; (c) on the server or PC hardware on which the
Client Software has been activated and/or installed with Bottomline's
authorization to the extent applicable to the specific Software (the "Designated
Equipment"); and (d) for Customer's internal business purposes. Bottomline will
deliver any required activation keys for the Software upon purchase, if applicable.
Except as otherwise set forth in an applicable Order Form, all Software sales are
F.O.B. Bottomline's shipping point. "Client Software" means the on-premise
software that requires software agents, clients or plug-ins be installed on
particular devices. "Server Software" means software in object-code form that is
intended to be installed and operated in a server environment, as specified in the
Documentation.
c. Customer Access. Subject to these Terms, Customer and its Authorized
Users and end users (if applicable) may access and use websites, dashboard or
portals that are made available to Customer in connection with the Products and
Services, solely for internal business operations and solely in accordance with the
Documentation, defined herein. If Customer allows access to the Products and
Services to its end users, Customer shall enter into terms and conditions with its
end users that shall be at least as protective of Bottomline and its Products and
Services and Confidential Information (as defined in the Security Terms) as these
Terms.
d. Customer Materials. "Customer Materials" means any data, information and
materials of Customer and its end users: (a) provided to Bottomline or its third-
party service providers, either directly by Customer or through Customer's data
processing system(s); or (b) processed using the Products and Services. If
applicable, Customer hereby appoints Bottomline as Customer's agent to receive
Customer Materials from, and deliver Customer Materials to, Customer's data
processing system(s), including any third-party providers thereof. Customer shall
provide all required and appropriate privacy or other notices to its end users and
obtain all required consents from its end users regarding Bottomline's access to
Customer Materials for its performance under the Terms. Customer grants to
Bottomline a worldwide, non-exclusive, royalty-free, transferable and sublicensable
right to use, copy, modify, display, distribute, reproduce and store Customer
Materials for the purpose of performing its obligations under these Terms,
improving the Products and Services, and as otherwise provided in Bottomline's
Privacy Policy. Customer is solely responsible for the content and accuracy of the
Customer Materials. Bottomline may compile statistical and other information
related to the performance, operation and use of the Products and Services,
Customer Materials, and other transactional and usage data derived from the
Products and Services in anonymized and aggregated form for security
management, business operations, to create statistical analyses, for research and
development, to make improvements to the Products and Services, and for
marketing purposes.
e. Documentation. Customer agrees to comply with Bottomline's Security Terms
found here, user manuals, third party service providers' terms and conditions (as
applicable), technical requirements and specifications, and other documentation
available at Bottomline's websites, FAQs, as updated from time to time, and which
are incorporated herein by this reference (together, the "Documentation"). In the
event of a conflict between provisions that appear in different documents, these
Terms and the Order Form shall control.
f. Restrictions. Customer acknowledges and agrees that it shall not, and shall
ensure its Authorized Users and end users do not: (i) access or use the Products
and Services in any manner or for any purpose other than expressly permitted by
these Terms and the Documentation; (ii) change, modify or otherwise create
derivative works of all or any portion of the Products and Services; (iii) modify,
disassemble, decompile or reverse engineer any part of the Products and Services
or apply any other process or procedure to derive source code algorithms,
methods or techniques of any software included in the Products and Services or
any portion thereof (except solely to the extent permitted by applicable law); (iv)
access or use the Products and Services in a way intended to avoid exceeding
usage or transaction limits; (v) use the Products and Services in order to build a
similar or competitive application or service; (vi) remove, tamper with or alter any
disabling mechanism or circumvent any technical protection measures associated
with the Products and Services, or otherwise use any tool to enable features or
functionalities that are otherwise disabled in the Products and Services; (vii)
distribute, disclose, market, rent, lease, assign, resell, pledge, license or otherwise
transfer the Products and Services or any portion thereof to any unauthorized
third-party, (viii) permit the Products and Services to be used in connection with
any facility management services or service bureaus or otherwise to be used for
processing the data of any third-party other than its end users; or (ix) remove or
alter any proprietary notices (e.g., copyright and trademark notices) pertaining to
the Products and Services; (x) perform, or release the results of benchmark tests
or other comparisons of the Products and Services or perform other unauthorized
technical acts such as screen or data scraping. Customer further acknowledges
and agrees to: (i) only use the Products and Services on the Designated
Equipment; (ii) purchase additional licenses or rights to use the Products and
Services for additional Designated Equipment, if needed; (iii) use the Products and
Services in accordance with the Documentation; and (iv) not to interfere or
attempt to interfere with any activation keys. Should any aspect of Customer's
deployment or use not adhere to the applicable Documentation for the Products
and Services, none of Bottomline's contractual duties or obligations shall apply to
such aspect that is not in compliance, and Bottomline shall have the right to treat
such noncompliance as a material breach of the Terms. Customer's rights to use
the Products and Services, including without limitation, any applicable allotment of
End Users, shall not extend to acquired entities, in whole or in part, or new entities
established as a result of an acquisition. In such event, the Fees set forth in any
associated Order Forms shall be adjusted. Customer shall not offer to any third
parties products or services substantially similar to the Products and Services
provided by Bottomline to Customer hereunder.
2. Software-Specific Terms.
Payments & Cash Management (Enterprise & Premier). Support services for
payments and cash management (enterprise and premier) are available here. For
the avoidance of doubt, the support services mentioned below do not apply.
Cyber Fraud and Risk Management Hosted Services ("CFRM"). If Customer uses
or purchases CFRM, Customer acknowledges and agrees that: (i) CFRM has been
reviewed and tested by Customer and it meets Customer's business and
operational needs; and (ii) effective security threat detection and management are
dependent on a multi-layered, multi-faceted combination of software, hardware
and services components, deployed and managed in accordance with appropriate
policies and procedures consistently applied, and no individual element in such a
system, including CFRM, alone is sufficient to detect and prevent all security
threats. Customer shall be solely responsible for its, and its end users, use of
CFRM, including any data and other output generated from CFRM, and for verifying
any such data and other output. Customer acknowledges that the quality of such
data and other output and the result of using CFRM are dependent on the data
inputted by Customer and its end users. Bottomline may, at times, provide
suggestions for Customer's use of CFRM and Bottomline disclaims all liability
related thereto.
Professional Services. Professional Services terms are available here.
Support Services. Support services Documentation is available here.
3. Proprietary Information.
a. Reservation of Rights. As between the parties, Customer acknowledges and
agrees that the software, code, hardware, trademarks, trade secrets, proprietary
methods and systems used to provide the Products and Services ("Bottomline
Technology") and the content made available or displayed by Bottomline through
the Products and Services, including all text, graphics, images and the look and
feel of such Products and Services (collectively "Bottomline Content") are owned
by or licensed to Bottomline. Nothing in these Terms or any of the Documentation
shall be considered an assignment or other transfer of ownership in and to the
Bottomline Technology or the Bottomline Content to Customer, either expressly, or
by implication, estoppel, or otherwise. Other than the authorizations or licenses as
may be conferred or granted by Bottomline to Customer in these Terms,
Bottomline reserves all right, title and interest in and to Bottomline Technology
and Bottomline Content. No right or license is granted by Bottomline to Customer
or its end users to use any Bottomline trademark, trade name, service mark,
product name or other source designator.
b. Pre-release Services. Bottomline may develop software, products, services,
enhancements or features as pre-release, alpha or beta services (collectively, the
"Pre-Release Services"). Customer acknowledges and agrees that: (i) use of the
Pre-Release Services is for the sole purposes of evaluating and testing the Pre-
Release Services and providing Feedback (as defined below) to Bottomline; (ii)
Customer will not use Customer Materials, Confidential Information (as defined in
the Security Terms), personal identifiable information, Protected Health
Information (as defined by HIPAA), sensitive financial information, production
data, or any other information that is sensitive in nature in relation to its evaluation
and testing of the Pre-Release Services; (iii) the Pre-Release Services will only be
used in a non-production environment; and (iv) the Pre-Release Services are
provided for a limited time and are experimental in nature, have not been fully-
tested and may be discontinued at any time with or without notice.
c. Feedback. In the course of using the Products and Services, Customer may
provide Bottomline reports, comments, suggestions or ideas relating to the
Products and Services ("Feedback"). Bottomline shall have no obligation to
incorporate Feedback into the Products and Services, and Customer shall have no
obligation to provide Feedback. Bottomline shall have no obligation to treat such
Feedback as Customer's confidential or trade secret information. Customer, on
behalf of itself and its successors in interest, grants Bottomline a world-wide, non-
exclusive, irrevocable, perpetual, and royalty-free right and license to use, profit
from, disclose, publish, or otherwise exploit any Feedback. Without limiting the
generality of the foregoing, Customer agrees that its provision of Feedback does
not give it any intellectual property or any other right, title, or interest in or to any
aspects of the Products and Services, even if such Feedback leads Bottomline to
create new Products and Services. No representations, warranties, or indemnities
as may be granted by either party to the other under these Terms or the
Documentation shall apply to Feedback.
4. Software Warranty. Bottomline represents and warrants to Customer that, for a
period of ninety (90) days from the date of shipment, the Products and Services as
provided by Bottomline will materially conform with the specifications set forth in the
applicable Documentation when used as prescribed by Bottomline (the "Software
Warranty"). This Software Warranty shall not apply to the extent the Products and
Services or a portion thereof, have been altered or modified by any party other than
Bottomline. Customer must submit any claim for breach of the Software Warranty in
writing on or before ninety (90) days from the date of shipment, or such claims shall be
deemed waived. Upon written notice of a Products and Services non-conformity,
Bottomline agrees to use reasonable efforts to correct such non-conformity during the
warranty period. If Bottomline is unable to correct such non-conformity, Customer's
sole and exclusive remedy shall be the refund of Fees paid to Bottomline for the
defective Products and Services. The Software Warranty is intended solely for the
benefit of Customer and Customer shall have no authority to extend or transfer this
warranty to any other person or entity.
5. Disclaimers. BOTTOMLINE EXPRESSLY DISCLAIMS ANY AND ALL
RESPONSIBILITY AND LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED ACCESS TO
OR RELEASE OF ANY CUSTOMER MATERIALS, ANY FRADULENT PAYMENTS OR
FUNDS TRANSFERS ARISING OUT OF OR RESULTING FROM CUSTOMER'S OR ITS END
USER'S NETWORK OR DEVICES (SUCH AS A MOBILE PHONE, TABLET, LAPTOP OR PC),
OR ILLEGAL OR UNAUTHORIZED ACCESS TO CUSTOMER'S OR ITS END USER'S
ENVIRONMENT OR ACCESS CREDENTIALS. BOTTOMLINE DOES NOT WARRANT THAT
OPERATION OF THE PRODUCTS AND SERVICES SHALL BE UNINTERRUPTED OR
ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY
ENCRYPTION AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE OR
THAT THE PRODUCTS AND SERVICES WILL CORRECTLY DETECT OR IDENTIFY ALL
SECURITY THREATS (IF APPLICABLE). BOTTOMLINE DOES NOT WARRANT THAT THE
PRODUCTS AND SERVICES WILL RUN PROPERLY IN ALL CUSTOMER INFORMATION
TECHNOLOGY INFRASTRUCTURE OR OPERATING SYSTEMS; OR WILL OPERATE IN
COMBINATIONS THAT MAY BE SELECTED FOR USE BY CUSTOMER OR ITS END
USERS. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THE PRODUCTS AND
SERVICES ARE DESIGNED TO GENERATE DATA OUTPUTS AS A RESULT OF
CUSTOMER'S DATA INPUTS, NOT TO PROVIDE ADVICE OR RECOMMENDATION FOR
ACTION, AND BOTTOMLINE DISCLAIMS ANY AND ALL LIABILITY THEREOF. FOR THE
AVOIDANCE OF DOUBT, BOTTOMLINE EXPRESSLY DISCLAIMS ANY AND ALL
RESPONSIBILITY AND LIABILITY FOR ANY AND ALL DAMAGES RESULTING FROM
MALWARE, VIRUSES OR WORMS INFECTING CUSTOMER'S OR ITS END USER'S
NETWORK OR DEVICES. THE PRODUCTS AND SERVICES MAY ACCESS AND TRANSFER
INFORMATION OVER THE INTERNET AND CUSTOMER ACKNOWLEDGES AND AGREES
THAT BOTTOMLINE DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (i)
VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR
COMPONENTS MAY ENTER CUSTOMERS' INFORMATION TECHNOLOGY
ENVIRONMENT; (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO
OBTAIN ACCESS TO AND DAMAGE CUSTOMER MATERIAL AND CUSTOMER'S
INFORMATION TECHNOLOGY INFRASTRUCTURE; (iii) CUSTOMER IS SOLELY
RESPONSIBLE FOR MAINTAINING ITS OWN INTERNET AND DATA CONNECTIONS; AND
(iv) COMPONENTS OF THE PRODUCTS AND SERVICES THAT ARE ACCESSED OR USED
THROUGH INTERNET CONNECTIONS MAY BE SUBJECT TO CUSTOMER'S INTERNET
SERVICE PROVIDER'S FEES AND DOWNTIME. CUSTOMER ACKNOWLEDGES AND
AGREES BOTTOMLINE IS NOT RESPONSIBLE FOR SUCH ACTIVITIES. THE
WARRANTIES SET FORTH IN HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, AND
EXCEPT AS SET FORTH HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED BY
BOTTOMLINE "AS-IS", "WHERE-IS" AND WITH ALL FAULTS AND WITHOUT WARRANTY
OF ANY KIND. BOTTOMLINE, ON BEHALF OF ITSELF, ITS AFFIIATES, SUBSIDIARIES,
PARTNERS, LICENSORS, AND ANY THIRD-PARTY SERVICE PROVIDERS PROVIDING
THE PRODUCTS AND SERVICES, OR PORTIONS THEREOF, EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ALL WARRANTIES
THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE.
6. Fees and Payment.
a. Order Form. Customer purchases the Products and Services by executing an
Order Form. "Order Form" means the Bottomline document, in either electronic or
paper form, that establishes the Products and Services purchased, the Fees to be
paid and other material business terms.
b. Fees. Customer agrees to pay all fixed and recurring fees (collectively, the
"Fees") in accordance with the terms set forth in the applicable invoice or Order
Form. Customer shall reimburse Bottomline for all expenses it may incur in its
efforts to collect any amounts owed to Bottomline. Any portion of the Fees that is
not paid when due will accrue interest at one and one-half percent (1.5%) per
month or the maximum rate permitted by applicable law, whichever is less, from
the due date until paid. Customer shall pay the Fees without offset or deduction.
Any amounts Customer disputes must be disputed in writing within thirty (30)
days from receipt of invoice or Customer's right to dispute such amounts shall be
deemed waived. Bottomline may increase its Fees upon forty-five (45) days prior
written notice no more than five percent (5%) in any twelve (12) month period after
the first twelve (12) months of the Term (as defined in the applicable Order Form).
Bottomline shall pass-through any third-party service fees (such as
telecommunication charges) to Customer.
c. Taxes. Customer shall pay all sales, use and excise taxes relating to or
arising under these Terms, exclusive of taxes based on Bottomline's net
income. All amounts payable hereunder by Customer shall be paid without
deduction or withholding for or on account of any present or future tax, levy,
impost, fee, assessment, deduction or charge by any taxing authority.
7. Term. These Terms shall commence as of the effective date set forth on the
applicable Order Form and shall remain in effect for the period of time the applicable
Order Form(s) remain active unless terminated in accordance with these Terms.
8. Termination. Except as otherwise specified on an Order Form, Customer may
terminate the Order Form and these Terms by providing written notice to Bottomline
at contracts&bottomline.com, provided however, Customer shall remain responsible for
payment of any and all Fees set forth on the applicable Order Form. Upon such
termination or expiration, Customer acknowledges and agrees to remove all Software
from its systems and environment within thirty (30) days of such expiration or
termination and provide Bottomline with certification thereof. Furthermore, either party
may terminate these Terms upon written notice to the other party if: (i) the other party
materially breaches any term or condition of these Terms and fails to cure such breach
within thirty (30) days following receipt of written notice; (ii) the other party becomes
insolvent or unable to pay its debts when due; (iii) the other party files a petition in
bankruptcy, reorganization or similar proceeding, or, if filed against the party, such
petition is not removed within sixty (60) days after such filing; (iv) the other party
discontinues its business; or (v) a receiver is appointed or there is an assignment for the
benefit of the other party's creditors.
9. Effect of Termination. Termination of these Terms in accordance with the previous
section will not release Customer from its obligation to pay any fees or expenses owed
or payable to Bottomline as of the effective date of such termination. Upon termination
of these Terms: (i) all rights and licenses granted to Customer pursuant to these Terms
shall immediately terminate; (ii) any and all amounts owed to Bottomline, whether or not
invoiced shall become immediately due and payable; and (iii) Customer shall promptly
and without charge return to Bottomline or destroy (at Bottomline's option) all copies of
Documentation and other materials containing any of Bottomline's Confidential
Information (as defined in the Security Terms) in Customer's possession or control
(including, without limitation, all electronic copies).
10. Indemnification.
a. Indemnification by Bottomline. Bottomline agrees to defend, at its expense, any
third-party claim that Bottomline's proprietary technology or intellectual property
infringes upon any US patent or copyright, and to pay any settlement, or damages finally
awarded, in any such suit. Notwithstanding the foregoing, Bottomline shall have no
liability for any claim arising from: (i) any modification of the Products and Services; (ii)
use of an old or discontinued version of the Products and Services; (iii) use of the
Products and Services in combination with any products or services not provided or
authorized by Bottomline; (iv) use of the Products and Services in violation of these
Terms or the Documentation; (v) Bottomline's or its third-party service providers'
compliance with Customer's designs, specifications or instructions; or (vi) any claim for
which Customer is required to indemnify Bottomline. In the event the Products and
Services, or any portion thereof, becomes or, in Bottomline's opinion, is likely to become,
subject to any claim of infringement of a third-party's intellectual property rights,
Bottomline may, in its sole discretion: (i) procure for Customer the right to continue to
use the Products and Services: (ii) replace or modify the Products and Services with a
version that does not infringe; or (iii) if Bottomline cannot accomplish (i) or (ii) using
commercially reasonable efforts, terminate these Terms and the Order Form. THIS
SECTION SETS FORTH THE ENTIRE LIABILITY OF BOTTOMLINE, AND CUSTOMER'S
SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF
THIRD-PARTY RIGHTS.
b. Indemnification by Customer. Customer agrees to indemnify, defend, at its
expense, and hold Bottomline harmless, against any claim, and to pay any settlement, or
any damages in any such suit, that is based upon or arising as a result of Customer's
negligent or intentional misuse of the Products and Services, or Customer's violation of
any applicable law or regulation.
c. Indemnification Procedure. The indemnification obligations of each party (the
"Indemnifying Party") under this section are subject to the following conditions: (i) the
party seeking indemnification (the "Indemnified Party") shall give the Indemnifying Party
timely written notice of any claim for which indemnification is sought; (ii) the
Indemnifying Party shall have the authority to control the defense and settlement of the
claim (provided that the Indemnified Party shall have the right, but not the obligation, to
participate at its own expense in the defense of such claim); and (iii) the Indemnified
Party shall give reasonable assistance to the Indemnifying Party to enable the
Indemnifying Party to defend the claim. The Indemnifying Party shall not settle or
compromise any claim without the prior written consent of the Indemnified Party, not to
be unreasonably withheld, if such settlement or compromise in any manner indicates
that the Indemnified Party contributed to or was responsible for such claim, or if such
settlement or compromise imposes any obligations upon the Indemnified Party or
requires the Indemnified Party to take any action.
11. Injunctive Relief. The parties acknowledge that breach of these Terms may cause
a party irreparable damage which cannot be remedied in monetary awards in an action
at law and, in the event of any such breach, the non-breaching party may seek injunctive
relief. Nothing contained in this section shall limit either party's right to any remedies at
law or in equity.
12. Limitation of Liability. FOR PURPOSES OF THIS SECTION, BOTTOMLINE SHALL
MEAN BOTTOMLINE, ITS AFFILIATES, SUBSIDIARIES AND THIRD-PARTY SERVICE
PROVIDERS. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR
OTHER INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST
REVENUES OR PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL OR
REPUTATION) WITH RESPECT TO ANY CLAIMS ARISING FROM OR RELATING TO
THESE TERMS OR THE PRODUCTS AND SERVICES, WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO
KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. BOTTOMLINE'S LIABILITY
FOR DAMAGES OF ANY KIND WITH RESPECT TO ANY CLAIMS ARISING FROM OR
RELATING TO THESE TERMS OR THE PRODUCTS AND SERVICES, WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT
LIABILITY) SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE FOR THE
SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM BY CUSTOMER DURING
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM
WHICH SUCH LIABILITY AROSE. BOTTOMLINE'S THIRD PARTY SERVICE PROVIDERS
SHALL BE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS. THE
FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW. THE REMEDIES SET FORTH IN THESE TERMS SHALL BE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS. CUSTOMER
ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION
ARE AN ESSENTIAL TERM OF THESE TERMS BUT FOR WHICH BOTTOMLINE WOULD
NOT PROVIDE THE PRODUCTS AND SERVICES. THE LIMITATION OF LIABILITY SET
FORTH IN THIS SECTION SHALL NOT APPLY TO CUSTOMER'S OBLIGATION TO PAY
FEES.
13. Audits. Customer acknowledges and agrees Bottomline shall have the right to
audit Customer records upon reasonable written notice in order to ensure compliance
with the Terms. Audits may be conducted by Bottomline personnel or by an independent
third-party auditor appointed by Bottomline. Customer shall grant Bottomline or its
independent third-party auditor reasonable access to its personnel, records and
facilities during normal business hours for such audit. In the event that results of the
audit indicate that Customer has underpaid any Fees, Bottomline will deliver to
Customer an invoice representing the Fees owed to Bottomline as a result of the audit
and Customer agrees to pay any such invoice within thirty (30) days of receipt.
14. Force Majeure. Except for Customer's obligation to pay amounts due or as
otherwise expressly set forth in these Terms, neither party shall be liable to the other for
any failure or delay in performing its obligations hereunder (or any resulting loss or
damage) if such failure or delay is due to circumstances beyond its reasonable control,
including, but not limited to: (a) Internet network failures or Internet capacity limitations;
(b) compliance with regulations, orders or instructions of any federal, state or municipal
government or any department or agent thereof that delay or restrict performance
hereunder; (c) third-party providers failure to deliver services; or (d) acts of God, acts of
third parties including terrorist acts, unauthorized system access or intrusions, acts of
civil or military authority, fires, embargoes, epidemics, war or riots.
15. Waiver; Entire Agreement. No course of dealing, course of performance or failure
of either party to strictly enforce any term, right or condition of these Terms shall be
construed as a waiver of any other term, right or condition. No waiver or breach of any
provision of these Terms shall be construed to be a waiver of any subsequent breach of
the same or any other provision. These Terms and applicable Order Form(s) constitute
the entire agreement and understanding of the parties with respect to the subject
matter herein and supersedes all prior agreements and understandings, whether written
or oral, between the parties with respect thereto. The terms and conditions of any
purchase order or other document submitted by Customer shall not have any force or
effect or govern or amend these Terms in any way. Sections 1(f), 3, 9, 10, 11, 12, 15 and
17 shall survive the expiration or termination of these Terms and remain in full force
and effect.
16. Assignment. These Terms and any rights and licenses granted hereunder, may not
be transferred or assigned by Customer without Bottomline's prior written consent, and
any attempted transfer or assignment will be null and void. Notwithstanding the
foregoing, these Terms shall be binding upon, inure to the benefit of, and be enforceable
by, the parties and their respective successors and permitted assigns. If another entity
merges with or into or acquires Bottomline, or all or substantially all of Bottomline's
assets, stock or business, Customer agrees and consents that Customer Materials and
information that Bottomline has collected from Customer, including personally
identifiable information, may be securely transferred to such successor or assignee.
17. Compliance and Governing Law; Disputes. The parties shall comply in all
materials respects with all applicable laws and regulations. Any claim or dispute arising
out of these Terms (a "Claim") is governed by the laws of the State of Delaware without
regard to conflict of law provisions. The parties shall attempt to resolve any Claim
promptly by negotiation between executives who have authority to settle the Claim.
Within thirty (30) days after delivery of a notice of Claim from either party, the
executives of both parties shall confer and all such negotiations shall be treated as
confidential settlement negotiations for purposes of applicable rules of evidence. Any
Claim not resolved pursuant to this paragraph shall be resolved by a Delaware state or
federal court, and the parties irrevocably consent to this jurisdiction and those courts
for all Claims. In any litigation relating to these Terms, the prevailing party shall be
entitled to recover from the other party its reasonable attorneys' fees and costs, in
addition to any other relief awarded.
18. Severability. If any provision of these Terms is invalid or unenforceable under
applicable law, then it will be changed, interpreted or severed, as appropriate to
accomplish the objectives of such provision to the greatest extent possible under
applicable law, and the remaining provisions will continue in full force and effect.
19. Notices. Bottomline's Products and Services may be covered by one or more of
the patents listed here. All other legal notices required or permitted under these Terms
shall be made in writing and shall be deemed to have been duly given if sent by
registered or certified mail (return receipt requested). All notices shall be addressed to
Bottomline at 325 Corporate Drive, Portsmouth, NH 03801 attention Contracts, with a
copy to contracts@bottomIine.com. All notices for Customer shall be addressed to the
contact information provided by Customer to Bottomline in an Order Form.
20. Relationship between Bottomline and Customer. These Terms do not create the
relationship of principal and agent, or any similar relationship between Bottomline and
Customer, including, but not limited to, that of joint venturers, partners, employees, or
associates. Neither party is granted any right or authority to assume or create any
obligation or responsibility for, or on behalf of,the other party or to otherwise bind the
other party, other than as may be expressly authorized in these Terms.
21. Publicity. Customer agrees that Bottomline may refer to the Customer as a client
of Bottomline, and refer to the type of Products and Services that Bottomline has
provided Customer, in its marketing material including without limitation, general press
releases. With prior written consent from Customer, Bottomline may use any of
Customer's trademarks in Bottomline's marketing and publicity materials.
Last Updated: May 2021