HomeMy WebLinkAbout131-25 RESOLUTION1 r its
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 131-25
File Number: 2025-259
IMAGETREND SOFTWARE MAINTENANCE ORDER FORM AND AGREEMENT (BID WAIVER):
A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE A SOFTWARE MAINTENANCE
AGREEMENT WITH IMAGETREND IN THE AMOUNT OF $70,150.00 PLUS ANY APPLICABLE SALES
TAXES FOR RECORDS MANAGEMENT SOFTWARE FOR THE FAYETTEVILLE FIRE DEPARTMENT
WHEREAS, the Fire Department's current records management software is being phased out by Tyler Technologies
and, following research into multiple software management systems, staff identified ImageTrend as the only company
to offer solutions to meet the unique software data needs of the Fayetteville Fire Department; and
WHEREAS, data that is essential to fire operations and required for credentialing as an accredited agency is auto -
generated to allow simple data capture measured against departmental accreditation performance indicators; and
WHEREAS, this software will assist in processing data on all aspects of emergency responses, including response
times versus benchmarks, and will analyze data that will be utilized for compliance at local and state levels; and
WHEREAS, ImageTrend does not distribute the source code to any other vendors or resellers and, therefore,
development, modification or implementation of ImageTrend's software, its modules, and extensions can only be
performed by ImageTrend.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional situation exists
in which competitive bidding is deemed not feasible or practical and therefore waives the requirements of formal
competitive bidding and authorizes a software maintenance agreement with ImageTrend in the amount of $70,150.00
plus any applicable sales taxes for records management software for the Fayetteville Fire Department.
PASSED and APPROVED on May 20, 2025
Approved:
* �0�
Attest:
EAYE77EVILLE,'
i�y� 70NSGp0`�`,
Molly Rawn, Mayor Kara Paxton, City Clerk Treasurer
Page 1
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF MAY 20, 2025
TO: Mayor Rawn and City Council
CITY COUNCIL MEMO
2025-259
THRU: Brad Hardin, Fire Chief
FROM: Granville Wynn, Financial Analyst - Fire
SUBJECT: IMAGETREND SOFTWARE MAINTENANCE ORDER FORM AND AGREEMENT (BID
WAIVER):
RECOMMENDATION:
Staff recommends approval of a bid waiver and request the Mayor's Signature on the ImageTrend Software
Maintenance Order Form and Agreement at a cost of $70,150 plus any applicable sales taxes for use by the
Fayetteville Fire Department annually within approved budget. This resolution is for the purchase and the
ongoing yearly renewable maintenance at $56,300 plus any annual price escalations not to exceed 4% of the
then -current price in any given year.
BACKGROUND:
The Fire Department's Current Records Management Software is being phased out by Tyler Technologies.
We are mandated by the State of Arkansas and the United States Fire Administration to complete an incident
report for every emergency call we respond to. We researched multiple software management systems.
ImageTrend was the only company to offer solutions to meet the unique software data needs of the
Fayetteville Fire Department. Specifically, Per Image Trend, the Fire Content Package within Continuum is
proprietary to ImageTrend. Data that is essential to fire operations and required for credentialing as an
accredited agency is auto generated to allow simple data capture measured against departmental accreditation
performance indicators.ln addition this software will also assist in processing data on all aspects of emergency
responses including response times versus our benchmarks. It will analyze data that will be utilized for
compliance at local and state levels. Data processed by the software helps in developing fire response
capabilities, future fire station locations, current locations and types of fire apparatus in service.
DISCUSSION:
This software is the core of our department's operations. Continuum, a near real-time data reporting solution
providing a live data feed populating Dashboards and Monitors is only available from ImageTrend. They are
the sole source provider of this information that can be displayed over maps and graphical overlays giving an
accurate representation of the Fayetteville Fire Department at any given time. As the sole source vendor of
this software, they distribute on a use license basis. All data obtained and maintained within the software
application is proprietary to and owned by the licensed user. ImageTrend does not distribute the source code
to any other vendors or resellers and therefore development, modification or implementation of Elite and its
modules and extensions can only be performed by ImageTrend. For these reasons, a bid waiver is being
requested for procurement and usage of ImageTrend Software.
BUDGET/STAFF IMPACT:
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Funds are budgeted and available in the 2025 Budget and Work Program for the estimated cost of $70,150
plus any applicable sales taxes. Subsequent funds will be budgeted each year for the annual software
maintenance costs with the anticipated annual cost escalations. This resolution is for the purchase and the
ongoing yearly renewable maintenance at $56,300 plus any annual price escalations not to exceed 4% of the
then -current price in any given year.
ATTACHMENTS: SRF (#3) , ImageTrend Order Form and Master Agreement (#4)
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
= City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Legislation Text
File #: 2025-259
IMAGETREND SOFTWARE MAINTENANCE ORDER FORM AND AGREEMENT (BID
WAIVER):
A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE A SOFTWARE
MAINTENANCE AGREEMENT WITH IMAGETREND IN THE AMOUNT OF $70,150.00 PLUS
ANY APPLICABLE SALES TAXES FOR RECORDS MANAGEMENT SOFTWARE FOR THE
FAYETTEVILLE FIRE DEPARTMENT
WHEREAS, the Fire Department's current records management software is being phased out by Tyler
Technologies and, following research into multiple software management systems, staff identified
ImageTrend as the only company to offer solutions to meet the unique software data needs of the
Fayetteville Fire Department; and
WHEREAS, data that is essential to fire operations and required for credentialing as an accredited
agency is auto -generated to allow simple data capture measured against departmental accreditation
performance indicators; and
WHEREAS, this software will assist in processing data on all aspects of emergency responses,
including response times versus benchmarks, and will analyze data that will be utilized for compliance
at local and state levels; and
WHEREAS, ImageTrend does not distribute the source code to any other vendors or resellers and,
therefore, development, modification or implementation of ImageTrend's software, its modules, and
extensions can only be performed by ImageTrend.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional
situation exists in which competitive bidding is deemed not feasible or practical and therefore waives the
requirements of formal competitive bidding and authorizes a software maintenance agreement with
ImageTrend in the amount of $70,150.00 plus any applicable sales taxes for records management
software for the Fayetteville Fire Department.
Page 1
Brad Hardin
Submitted By
City of Fayetteville Staff Review Form
2025-259
Item ID
5/20/2025
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
4/23/2025 FIRE(300)
Submitted Date Division / Department
Action Recommendation:
Staff recommends approval of a bid waiver and request the Mayor's Signature on the ImageTrend Software
Maintenance Order Form and Agreement at a cost of $70,150 plus any applicable sales taxes for use by the
Fayetteville Fire Department annually within approved budget. This resolution is for the purchase and the ongoing
yearly renewable maintenance at $56,300 plus any annual price escalations not to exceed 4% of the then -current
price in any given year.
1010.300.3020-5416.00
Account Number
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Budget Impact:
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Item Cost
Budget Adjustment
Remaining Budget
General
Fund
Project Title
$ 158,367.00
$ 62,405.97
Is 95,961.03
$ 70,150.00
Is 25,811.03
Previous Ordinance or Resolution #
Approval Date:
V20221130
Ima eTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
g Phone: (952) 469-1589 Toll Free: (888) 469-7789
ORDER FORM
Prepared For:
WII To:
Fayetteville Fire Department (AR)
Fayetteville Fire Department (AR)
303 W Center ST, Fayetteville, Arkansas, United States, 72701-5102
Salesperson
Quote Number
Order Form
Date
Kristen Halpin
Enterprise Account Executive
Q-10331v4
April 18, 2025
Contract Start Date
sifterwo Uft 4*4
Date of Last Signature on this Order Form
12
One Time Fees
Vamoven
Qty
Fftwee
i
"f001
Elite' Fire Setup & Implementation
1
One Time
$7,150
$7,150
Onsite Training Session - 8 Hours
2
One Time
$1,800
$3,600
Travel
1
One Time
$1,750
$1,750
Modules Setup & Implementation
6
One Time
$225
$1,350
Total Net Price
$13,850
Recurring Fees
DOSGOO abts
Qty
Fee Type
titrttprice
I
EliteTm Fire - SaaS
1
Recurring
$22,750
$22,750
CAD Distribution
1
Recurring
$4,000
$4,000
Staffing Solution Integration
1
Recurring
$3,500
$3,500
Data Mart- Subscription
1
Recurring
$5,000
$5,000
Continuum® for Fire
1
Recurring
$9,750
$9,750
Customer Success Offering - Premier
1
Recurring
$15,000
$15,000
Total Net Price
$56,300
Business Private 1/1
ImageTrend 2
Incident
1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
Total Year 1:
$70,150
Total Recurring:
$56,300
Total One time:
$13,850
Total Contract Value:
$70,150
Category
Incidents
Elite
13,000
Continuum
13,000
This Order Form is subject to the terms of the Master Subscription Agreement attached between
Fayetteville Fire Department (AR) and ImageTrend.
This proposal is valid for 90 days from the date listed above.
Additional Terms:
• One Time Fees are due upon contract signature.
• Recurring fees will be invoiced annually in advance, beginning on the Effective Date,
unless Customer provides notice of cancellation in accordance with the MSA, no less
than sixty (60) days prior to the end of a Subscription Term.
• Customer's subscription to a Service will automatically renew for a one-year Subscription
Term at the end of each prior Subscription Term.
• Recurring fees are subject to price increases each year following the first year of the
Subscription Term, and will not exceed 4% of the then -current price in any given year.
• Any terms not defined herein shall have the same meaning as defined in the Master
Subscription Agreement.
• The Subscription Term for any Services added by Customer after the beginning of the then -
current Subscription Term will be coterminous with the then -current Subscription Term for
existing Services.
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby agree.
Fayetteville Fire Department (AR)
ImageTrend
Name
Molly Rawn
Name
Jon Sachs
Title
Mayor
Title
CFO
Signatures
May 20, 2025
Signature
Date
Date
jApr22,2025
Business Private 2/1
ImageTrend �
1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
IMAGETREND ELITE FIRE STATEMENT OF WORK
ImageTrend Elite'"" is a centralized, web -based system that offers fire data collection, analysis and reporting in one
enterprise solution. Elite Fire supports the identification of evolving problems or successes in fire prevention and
suppression while simultaneously providing secure access of that information to authorized personnel from
anywhere, at any time. The information can be used to set priorities, make plans and ultimately improve public
safety.
IMAGETREND RESPONSIBILITIES
• Create Elite site.
• Facilitate site setup.
• Provide client with education materials on using and managing their Elite site.
• Continue supporting the client with their Elite site and integrations.
CLIENT RESPONSIBILITIES
• Administer and manage Elite site, including end -user access and training.
• Provide required details for purchased integrations.
PREREQUISITES
• Client has an executed contract for Elite.
IMAGETREND DELIVERABLES
• ImageTrend will facilitate the complete and successful transfer of all legacy data from the client's old site to their new
Elite site.
Data migration consists of many facets and we will work with you to import your legacy data from the previous
providers. Both NFIRS (TXT) and NEMSIS (XML) file formats can be accepted as a standard. If the data format differs
from either of these formats, then we will need additional discovery to scope the request.
Depending upon the standard and format of the legacy Training/Activity, Location, Occupant, and Inspection data,
ImageTrend can import your legacy information into Elite. Elite's standard offering provides clients with spreadsheet
workbooks to populate data from their legacy systems and/or database. These workbooks are in CSV format and
contain multiple tabs to account for each data relationship associated with the data. If your data does not meet the
standardized fields in the workbooks, we would require further discovery, project scope, and additional cost outlined
in a mutually agreed upon SOW. ImageTrend's hourly rate for custom dev is $225 per hour.
ImageTrend will import all legacy NFIRS fields into Elite. The non-NFIRS fields listed below will be imported via SQL
script at no additional cost. If we identify additional required fields needed during the implementation process that
ImageTrend cannot map into Elite, we would require further discovery, project scope and additional cost outlined in
a mutually agreed upon SOW. ImageTrend's hourly rate for custom dev is $225 per hour.
• apparatus enroute time
• incident GPS coordinates
• in service time
• narratives
• PSAP/dispatch time
• apparatus staged time
• back at home time (if this is the same as back in station)
Business Private 1/1
ImageTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
There are three phases forth e legacy data import process:
Phase 1: Initial Review and Import—ImageTrend will import the workbooks from the City and will notify the City upon
completion. The City will have two weeks to review the data and modify any data that is in error.
Phase 2: Secondary Review and Import—ImageTrend will import any updated data provided by the City. The City will
have two weeks to review the data.
Phase 3: Final Import: ImageTrend will import the final workbooks from the City prior to going live. All previously
imported data will be deleted to ensure a clean transition. The timing of this will be coordinated with the City.
• ImageTrend will provide the client with login credentials for Elite administrators.
Business Private 2/1
ImageTrend 2
1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
IMAGETREND FIRE CONTINUUM STATEMENT OF WORK
The Continuum module within the system is an integrated solution designed to make monitoring Client's
system easy. Continuum analyzes the data within the Client's system as it is added or updated to
provide Client with notifications and easy -to -view charts, tabular reports, and maps based on the data
you need without requiring Client to build reports or manually check its system. The base Continuum
offering includes the following primary components:
Monitors - Continuum Monitors are predefined analytics, built by ImageTrend using industry -wide best
practices and metrics. Groups of similar Monitors are organized in Continuum Domains. Within each
Monitor, you can drill down and expand for more detail. The end result is easily accessible information
that can help you turn your data into wisdom. Make more informed decisions, impact operations and
improve patient care with Continuum.
• Data Sets -- Following is a list of the available data sets that are currently available in Continuum to
create new monitors based upon the information that you collect with your Elite system. New data sets
are added to Continuum as they become available for ImageTrend Elite.
o Elite Agency Location
o Elite Facility
o Elite Fire
o Elite Personnel
o EMS CAD
o Fire Content Package
o Inspections
o Locations
o Occupants
• Domains -- In Continuum, a Domain is the term used to refer to dashboards and monitors related to
different overarching subjects (e.g., Public Health Incidents).
The following domain is available by default as part of what is included with the base Continuum Fire
offering. These domains include the charts, maps, and tabular reports that you need for
presentations to your system stakeholders.
o Fire Board Report
The Continuum Fire Board Report domain includes dashboard content and monitors that pertain to
various types of information that is useful for presentations to your Fire Board of Directors and other
stakeholders. Information included in this domain include: Overall System Statistics, 911 Responses,
Incident Types, Mutual Aid given and received, Fire and Civilian Casualties, Property Lost and Saved, etc.
o The Fire Board Report domain is included as part of the base Continuum offering.
As part of this task, ImageTrend will provide training to the designated members of the Client
Implementation Team to provide an overview of Continuum.
IMAGETREND RESPONSIBILITIES
• Coordinate and schedule the Training Session with the Client's Project Manager.
• Provide required skills and any pre -requisite training required by trainees.
Business Private 1/1
Ima eTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
• Provide the Client access to Continuum through their Elite site.
• Coordinate and support the remote configuration of Continuum.
... . ..... ... .... . ...... .. . .........
CLIENT RESPONSIBILITIES
• With ImageTrend assistance, configure Continuum.
• Coordinate the location and scheduling of the remote Training Session with ImageTrend's Project
Manager.
• Identify and schedule the Training Session trainees.
• Ensure that the designated trainees attend the scheduled Training Session.
PREREQUISITES
• Set up Elite Environment
• Client has begin inputting data into the Elite Environment
..............
IMAGETREND DELIVERABLES
• Fully operational Continuum tool configured in environment.
• Training trainee pre -requisite training and required skill set.
• Completed Training Session per the Project Schedule.
TASK COMPLETION CRITERIA
• Completed Training Session.
• Trainees have been adequately trained on the agreed upon Training topics and are able to use
Continuum effectively.
• 30 day testing/verification period to validate the accurate and complete display of data within the
dashboards.
Business Private 2/1
ImageTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
g Phone: (952) 469-1589 Toll Free: (888) 469-7789
DATA MART STATEMENT OF WORK
Data Mart is the solution that provides clients the ability to extend and expand their system and give them more
control over their data. The Data Mart makes available a replicated copy of the Elite solution reporting database(s)
into the client's own managed database environment. The Data Mart is ideal for clients who have technical staff,
analysts and other staff looking to dive deeper into their data by using their own reporting, analysis and business
intelligence tools. It will also serve as a powerful tool in connecting and combining Elite data with other internal
data sources.
IMAGETREND RESPONSIBILITIES
• Coordinates kick off call with ImageTrend technical representative, client and client IT.
• Send client VPN Workbook.
• Configure VPN Tunnel.
• Complete an initial full load of data to the data mart.
• Configure continuous load ETLjob.
• Coordinates call upon complete setup of the data mart with client and ImageTrend technical representative to
cover Database Schema and any questions.
• Maintain Data Mart integration.
CLIENT RESPONSIBILITIES
• Collaborate with ImageTrend and your IT to participate in the configuration of the Data Mart Integration.
• Return the completed VPN workbook document from your IT as required by ImageTrend to configure the Data Mart
Integration.
• Provide all liaison support with your IT as required to support the configuration and testing of the integration.
• Configuration of the Server and SQL database being used for the Data Mart.
• Coordinate with ImageTrend and your IT to schedule integration tests.
• Verify the functionality of the integration.
PREREQUISITES
• Set up Elite environment.
IMAGETREND DELIVERABLES
• Setup Data Mart Integration.
TASK COMPLETION CRITERIA
• The Data Mart is configured and tested to verify that it is operating appropriately.
Business Private 1/1
ImageTrend 2
1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
CAD INTEGRATION STATEMENT OF WORK
The ability to easily integrate CAD data into run reports is very beneficial in ensuring accurate data and
improving crew efficiency. CAD data can be obtained via a file export, a query or it can be sent directly to
the ImageTrend web service. Only fields listed in the CAD integration workbook are available for
_population through the integration, ImageTrend does not charge for fixes with the existing If the_0i---
needs to switch to a new CAD vendor, will be a one-time fee of $3 500 ___ , _ ..................................
- --- ---------
IMAGETREND RESPONSIBILITIES
• Collaboratively, with the Client and Client's CAD Vendor, configure the CAD Integration.
• Schedule CAD Integration tests at least ten business days prior to the scheduled testing.
• Perform_initial testingpri the CAD_Integration andprov_ide the Client with verification of functionality_.__________
CLIENT RESPONSIBILITIES
• Collaborate with ImageTrend and CAD Vendorto participate in the configuration of the CAD Integration.
• Provide the most updated Documentation available from its CAD Vendor as required by ImageTrend to
configure the CAD Integration.
• Provide all liaison support with CAD Vendor as required to support the configuration and testing of the
integration.
• Coordinate with ImageTrend and CAD Vendor to schedule integration tests.
• Verify -the functionality_of the integration ________-------------------------------- _-
PREREQUISITES
• Setup Elite_en_v_ironment. _ _
IMAGETREND DELIVERABLES
• Setup CAD Integration ---------------- -•-•----•---•-----.._...----._._................._......_.......----
TASK COMPLETION CRITERIA
• The CAD Integration is configured and tested to verify that it is operating appropriately.
Business Private 1/1
ImageTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
g Phone: (952) 469-1589 Toll Free: (888) 469-7789
IMAGETREND CUSTOMER SUCCESS OFFERING PREMIER
ImageTrend's Premier Customer Success Offering provides an enhanced level of service tailored to
organizations seeking structured collaboration and access to advanced tools and resources. This tier balances
flexibility with strategic oversight, empowering clients to drive value, maintain compliance, and streamline
adoption of the platform with the support of experienced professionals.
ImageTrend Responsibilities
As part of the Premier Offering, ImageTrend will provide:
• Assigned Technical Account Manager (TAM): A dedicated resource to guide platform utilization,
recommend best practices, and serve as an escalation point.
• Ticket Prioritization: Elevated handling of critical issues to accelerate resolution and reduce downtime.
• Regulatory & Compliance Support: Assistance with preparing your system for audits, reporting
requirements, and evolving industry regulations.
• System Optimization Guidance: Periodic check -ins and usage reviews to recommend enhancements and
increase adoption.
• Beta Product Access: Opportunity to explore upcoming features and provide input during early testing
phases.
• Development Roadmap Input: Your feedback will be incorporated into development considerations via
your TAM.
• Access to Online Release Communities: Ongoing engagement with peers and Product Managers in curated
release discussion environments.
• Support Channels: Access to multichannel support through email, webform, phone, and chat, with issue
tracking and resolution through our internal case management processes.
CLIENT Responsibilities
Clients engaged in the Premier Offering will:
• Appoint a point of contact to coordinate Customer Success efforts.
• Provide timely input on support cases, optimization initiatives, and system usage.
• Share internal priorities to align roadmap and configuration discussions.
• Engage in enablement and feedback opportunities.
Prerequisites
• Execution of the Premier -tier agreement.
• Identification of key client contacts and internal project lead(s).
• Completion of an initial system assessment and kickoff meeting.
ImageTrend Deliverables
The following deliverables will be provided as part of this engagement:
Business Private 2/1
Ima eTrend 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
• Priority Issue Response: Accelerated handling of high -priority tickets with coordinated escalation processes
to ensure timely resolution of critical issues.
• Compliance Support Resources: Guidance and materials to assist in meeting regulatory and data
compliance standards within the platform.
• Enablement Resources: Access to training content, including live or recorded webinars and self -paced
learning modules, to support internal user education and adoption.
• Beta Product Access: Early access to select upcoming features or modules, with the opportunity to evaluate
functionality and provide feedback.
• Development Roadmap Contribution: A formal channel to submit product suggestions and feedback that
may be considered in future development cycles.
• Participation in Release Communities: Inclusion in the All -User and State Admin Release Communities to
collaborate with peers, ask questions, and access release updates and best practices
Business Private 2/1
ImageTrend 2
Master Subscription Agreement
This Master Subscription Agreement (the "MSA") is between the Customer listed in the signature block
below ("Customer") and ImageTrend, LLC ("ImageTrend"), a Minnesota entity. (each, a "Party" and
together, the "Parties.")
The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase
ImageTrend's Services and Professional Services as described in an Order Form, Statement of Work or
other document signed or agreed to by the Parties.
In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order
Form or Statement of Work, the terms of the Order Form or Statement of Work shall control.
SECTION 1. ACCESS TO THE SERVICES
1.1 Service. ImageTrend will make the Services and Customer Data available pursuant to this Agreement
and the applicable Order Form(s) in accordance with Customer's Service Plan. ImageTrend will use
commercially reasonable efforts to make the Services available pursuant to the Service Level Agreement
which is attached.
1.2 Support. ImageTrend will, at no additional charge, provide Customer standard customer support for
the Services as detailed on the Site at.littps://wNN,w.iiiiageti-eiid.colli/SLIPVOI-t .
1.3 Implementation Services. ImageTrend may provide Implementation Services subject to the terms and
conditions stated in a Project Plan. Any education or training hours expire one year from the date of
execution of such Order Form.
1.4 Professional Services. ImageTrend may provide Professional Services, including education or training,
subject to the terms and conditions stated in a Project Plan or Statement of Work. Any education or training
hours expire one year from the date of execution of such Statement of Work.
1.5 Updates. Customer acknowledges that ImageTrend may update the features and functionality of the
Services during the Subscription Term. Customer will be notified prior to upgrade or maintenance releases.
ImageTrend will not materially decrease the overall functionality of the Services purchased by Customer
during the Subscription Term. ImageTrend shall provide Customer with thirty (30) days' advance notice of
any deprecation of any material feature or functionality.
SECTION 2. USE OF THE SERVICES
2.1 Compliance. Customer is responsible for compliance with the provisions of this Agreement for any and
all activities that occur under an Account. Without limiting the foregoing, Customer will ensure that its use
of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices,
agreements or other obligations Customer may maintain or enter into.
2.2 System Requirements. Customer is responsible for procuring and maintaining the network connections
that connect Customer's network to the Services including, but not limited to, browser software that
supports protocols used by ImageTrend, including the Transport Layer Security (TLS) protocol or other
Business Private
ImageTrend Q
protocols accepted by ImageTrend. ImageTrend assumes no responsibility for the reliability or performance
of any connections as described in this Section.
2.3 No Competitive Access. Customer may not access the Services for competitive purposes or if Customer
is a competitor of ImageTrend, LLC.
2.4 Product Specific Terms. The provision and use of certain Services are subject to ImageTrend's Product
Specific Terms which are attached.
SECTION 3. TERM, CANCELLATION AND TERMINATION
3.1 Term. The term of this Master Subscription Agreement begins on the date this MSA is fully executed
(the "Effective Date") and will remain in effect until Customer no longer has a valid Order Form or
Statement of Work in effect, or until this MSA is terminated in accordance with the terms hereof, whichever
occurs first. The Subscription Term will be defined in each individual Order Form. Unless a subscription to
a Service is terminated in accordance with this MSA or the applicable Order Form, or unless otherwise
stated in the applicable Order Form, Customer's subscription to a Service will automatically renew for a
one-year Subscription Term at the end of each prior Subscription Term.
3.2 Cancellation. Either Party may elect to terminate an Account and subscription to a Service at the end
of the then -current Subscription Tenn by providing notice to revenueuncrations rr'Image I rend.cow no less
than sixty (60) days prior to the end of such Subscription Tenn.
3.3 Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the
other Party of a material breach by the other Party if such breach remains materially uncured after thirty
(30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition
in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for
the benefit of creditors.
ImageTrend will refund any prepaid fees covering the remainder of the Subscription Tenn as of the effective
date of termination if this Agreement is terminated by Customer in accordance with this Section 3.3 for
ImageTrend's uncured material breach.
Customer must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all
applicable Service Order if ImageTrend terminates this Agreement for Customer's material breach in
accordance with this Section. In no event will ImageTrend's tennination for cause relieve Customer of its
obligation to pay any fees payable to ImageTrend for the period prior to termination.
3.4 Non -appropriation. In the event Customer does not receive sufficient funds from the legislature that
appropriates its budget, Customer will provide ImageTrend with written notice of such non -appropriation.
In such event, the Agreement and any applicable Order Forms and Statements of Work will be terminated
at the end of the then -existing Term. ImageTrend will be entitled to payment for Services and any
Implementation Services or Professional Services provided through the date of notification or a date
determined by such legislature, whichever is later.
3.5 Export of Customer Data upon termination or expiration. Upon Customer's written request, ninety
(90) days after the effective date of termination or expiration, ImageTrend will make Customer Data
available to Customer. Thereafter, ImageTrend will delete Customer Data in accordance with NIST 800-88
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standards, unless prohibited by law or legal order. For clarity, Customer Data that has been de -identified
pursuant to section 6.5 or Aggregate Data Insights derived from Aggregate Data pursuant to section 6.6
shall not be subject to such deletion.
SECTION 4. USAGE AUDIT AND PLAN MODIFICATIONS
4.1 Usage Audit. Once per year, ImageTrend will conduct an audit of Customer's use of the Services. In
the event such audit shows increased usage beyond what is listed in the Order Form, ImageTrend will
provide 30 days' notice of an increase in fees related to such increased usage.
4.2 Payment Portals. If Customer mandates that ImageTrend use a vendor payment portal or compliance
portal that charges ImageTrend a subscription fee or a percentage of any uploaded invoice as a required
cost of doing business, Customer will be invoiced by ImageTrend for, and Customer is obligated to pay, the
cost of this fee.
4.3 Taxes. Unless otherwise stated, ImageTrend's Subscription Charges do not include any Taxes. Customer
is responsible for paying Taxes assessed in connection with the subscription to the Services except those
assessable against the ImageTrend Group measured by its net income. ImageTrend will invoice the
Customer for such Taxes if ImageTrend believes it has a legal obligation to do so and Customer agrees to
pay such Taxes if so invoiced. ImageTrend agrees to exempt Customer from any taxes for which Customer
provides to ImageTrend a tax exemption certificate prior to the issuance of an invoice; provided, however,
that no such exemption shall be extended to Customer following written notice to ImageTrend from a taxing
authority of appropriate jurisdiction that Customer does not qualify for the claimed exemption.
SECTION 5. CONFIDENTIAL INFORMATION
Each Party will protect the other's Confidential Information from unauthorized use, access or disclosure in
the same manner as each Party protects its own Confidential Information, but with no less than reasonable
care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other
Parry's Confidential Information solely to exercise its respective rights and perform its respective
obligations under this Agreement and shall disclose such Confidential Information (a) solely to the
employees and/or non -employee service providers and contractors who have a need to know such
Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of
such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative
agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law
or regulation. The provisions of this Section 5 shall control over any non -disclosure agreement by and
between the Parties and any such non -disclosure agreement shall have no further force or effect with respect
to the exchange of Confidential Information after the execution of this Agreement. This section shall not
apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing
Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving
Party in violation of this Agreement. Given the unique nature of Confidential Information, the Parties agree
that any violation or threatened violation by a Party to this Agreement with respect to Confidential
Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or
threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all
legal remedies.
SECTION 6. CUSTOMER DATA SECURITY, USE AND REQUIREMENTS
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6.1 Safeguards. ImageTrend will maintain commercially reasonably administrative, physical, and
technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those
safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or
disclosure of Customer Data (other than by Customer). ImageTrend's compliance with such safeguards
shall be deemed compliance with ImageTrend's obligations to protect Customer Data as set forth in the
Agreement.
6.2 Customer Data. ImageTrend will, and Customer hereby instructs ImageTrend to, access Customer
Data to provide, secure and improve the Services. Customer is solely responsible for the accuracy, content,
and legality of all Customer Data.
6.3 Business Associate Agreement. To the extent Customer is considered a "covered entity" under 45 CFR
160.103 of the Health Insurance Portability and Accountability Act of 1996, and its implementing
regulations ("HIPAA"), the Parties shall execute a Business Associate Agreement, which shall be attached
hereto and incorporated herein by reference into this Agreement once signed by the Parties.
6.4 Data Export Authorization
Customer hereby authorizes ImageTrend to transmit Customer Data to an end point as is required by the
Service in order for it to function as intended.
6.5 De -Identification. ImageTrend may use Customer Data to create de -identified data (a "De -identified
Data Set"). Such De -identified Data Set shall no longer constitute, as applicable, identifiable Customer Data
or Protected Health Information, as defined under HIPAA at 45 CFR 160.103, and ImageTrend may, in its
discretion, transform, analyze, distribute and redistribute, create derivative works of, license, make
available to third party researchers, or otherwise use such De -identified Data Set except as limited by
applicable law and regulation. Notwithstanding any of the foregoing, ImageTrend shall create the De -
identified Data Set in accordance with the then current HIPAA standards for de -identification set forth at
45 CFR § 164.514(b).
6.6 Data Aggregation. Customer hereby grants ImageTrend a non-exclusive license during the term of this
Agreement to use, reproduce, display, make derivative or collective works of and otherwise exploit
Customer Data, including the right to compile Customer Data collected and/or combine it with data
collected from other data sources to create Aggregate Data and to use such Aggregate Data to create
Aggregate Data Insights;
6.7 Data Ownership. Customer hereby irrevocably assigns, transfers, and conveys to ImageTrend all of
the Customer's right, title, and interest in and to a De -identified Data Set and Aggregate Data Insights,
including the right to sue, counterclaim, and recover for all past, present, and future infringement,
misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world (the
"Assignment"). To the extent Customer cannot make the Assignment as a matter of applicable law,
Customer hereby irrevocably grants to ImageTrend, without further consideration, an exclusive, perpetual,
worldwide, transferable, sublicensable (through multiple tiers), royalty -free, fully paid -up license under any
and all such rights to exercise any and all present or future rights in the De -identified Data Set and the
Aggregate Data Insights.
SECTION 7. TEMPORARY SUSPENSION
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In the event ImageTrend detects or has reasonable suspicion of any Malicious Software connected to
Customer's Account or use of a Service by Customer, ImageTrend reserves the right to restrict
functionalities or suspend the Services (or any part thereof), Customer's Account or Customer's rights to
access and use the Services and remove, disable or quarantine any Customer Data or other content. Unless
legally prohibited from doing so or where ImageTrend is legally required to take immediate action,
ImageTrend will use commercially reasonable efforts to notify Customer as soon as practicable when taking
any of the foregoing actions. ImageTrend will use commercially reasonable efforts to (a) mitigate any
interruption to the Service, and (b) restore the Services as soon as practicable. ImageTrend will not be liable
to Customer or any other third party for any modification, suspension or discontinuation of Customer's
rights to access and use the Services under this Section 7. ImageTrend may refer any suspected fraudulent,
abusive, or illegal activity by Customer to law enforcement authorities at ImageTrend's sole discretion.
SECTION 8. NON-IMAGETREND SERVICES
If Customer decides to enable, access or use Non-ImageTrend Services, Customer's access and use of such
Non-ImageTrend Services shall be governed solely by the terms and conditions of such Non-ImageTrend
Services. ImageTrend does not endorse, is not responsible or liable for, and makes no representations as to
any aspect of such Non-ImageTrend Services, including, without limitation, their content or the manner in
which they handle, protect, manage or process data (including Customer Data), or any interaction between
Customer and the provider of such Non-ImageTrend Services. ImageTrend cannot guarantee the continued
availability of such Non-ImageTrend Service features. Customer irrevocably waives any claim against
ImageTrend with respect to such Non-ImageTrend Services. ImageTrend is not liable for any damage or
loss caused or alleged to be caused by or in connection with Customer's enablement, access or use of any
such Non-ImageTrend Services, or Customer's reliance on the privacy practices, data security processes or
other policies of such Non-ImageTrend Services.
SECTION 9. INTELLECTUAL PROPERTY RIGHTS
9.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective
Intellectual Property Rights. The rights granted to Customer to use the Service(s) under this Agreement do
not convey any additional rights in the Service(s) or in any Intellectual Property Rights of ImageTrend
associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated
herein, all rights, title and interest in and to the Services and all hardware, Software and other components
of or used to provide the Services and ImageTrend's machine learning algorithms, including all related
Intellectual Property Rights, will remain with ImageTrend and belong exclusively to ImageTrend.
9.2 Feedback. ImageTrend shall have a fully paid -up, royalty -free, worldwide, transferable, sub -licensable
(through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, and
incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or
other feedback regarding the Services that ImageTrend receives from Customer or other third parties acting
on Customer's behalf. ImageTrend also reserves the right to seek intellectual property protection for any
features, functionality or components that may be based on or that were initiated by suggestions,
enhancement requests, recommendations or other feedback regarding the Services that ImageTrend receives
from Customer or other third parties acting on Customer's behalf.
9.3 Use of ImageTrend Marks. Customer may only use the ImageTrend Marks in a manner permitted by
ImageTrend, provided Customer does not attempt, now or in the future, to claim any rights in the
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ImageTrend Marks, dilute or degrade the distinctiveness of the ImageTrend Marks, or use the ImageTrend
Marks to disparage or misrepresent ImageTrend or ImageTrend Services. ImageTrend may use Customer
Marks with written agreement of Customer.
9.4 Ownership of Customer Data. Customer shall retain ownership rights, including all Intellectual
Property Rights, to all Customer Data.
SECTION 10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against such Party in
accordance with its terms; (b) no authorization or approval from any third party is required in connection
with such Party's execution, delivery or performance of this Agreement; and (c) the execution, delivery and
performance of the Agreement does not and will not violate the terms or conditions of any other agreement
to which it is a party or by which it is otherwise bound.
10.2ImageTrend Warranties. ImageTrend warrants that during an applicable Subscription Term (a)
ImageTrend does not have any express or implied obligation to a third party which in any way conflicts
with any of ImageTrend's obligations under this Agreement; (b) the Services will perform materially in
accordance with the applicable documentation; and (c) all implementation services and will be provided in
a professional and workmanlike manner in accordance with applicable industry standards. For any breach
of a warranty in this section, Customer's exclusive remedies are those described in Section 3.3 herein. The
warranties herein do not apply to any misuse or unauthorized modification of the Services made by
Customer.
To the extent applicable, ImageTrend represents and warrants to Customer that ImageTrend (i) is not
currently excluded, debarred, or otherwise ineligible to participate in any federal health care program as
defined in 42 U.S.C. Section 1320a-7b(f) ("the Federal Healthcare Programs"); (ii) has not been convicted
of a criminal offense related to the provision of health care items or services and not yet been excluded,
debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs, and (iii) is not
under investigation or otherwise aware of any circumstances which may result in ImageTrend being
excluded from participation in the Federal Healthcare Programs. This shall be an ongoing representation
and warranty during the term of this Agreement, and ImageTrend shall immediately notify Customer of any
change in the status of the representations and warranty set forth in this section.
10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.2, THE SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF
ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND IMAGETREND EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES
THAT IMAGETREND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR -FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE,
AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM IMAGETREND OR
THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THIS AGREEMENT.
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SECTION 11. INDEMNIFICATION
11.1 Indemnification by ImageTrend. ImageTrend will indemnify and defend the Customer from and
against any claim brought by a third party against Customer alleging that Customer's use of a Service as
permitted hereunder (1) infringes or misappropriates a third party's valid patent, copyright, trademark or
trade secret (an "IP Claim"); (2) is grossly negligent or constitutes willful misconduct; (3) resulted in fraud;
(4) resulted in personal injury or death (any of (1) through (4) are a "Claim"). ImageTrend shall, at
ImageTrend's expense, defend such Claim and pay damages finally awarded against Customer in
connection therewith, including reasonable fees and expenses of attorneys engaged by ImageTrend for such
defense, provided that (a) Customer promptly notifies ImageTrend of the threat or notice of such Claim; (b)
ImageTrend will have sole, exclusive control and authority to select defense attorneys, defend and/or settle
any such Claim (however, ImageTrend shall not settle or compromise any claim that results in liability or
admission of any liability by Customer without Customer's prior written consent); and (c) Customer fully
cooperates with ImageTrend in connection therewith. If use of a Service by Customer has become, or, in
ImageTrend's opinion, is likely to become, the subject of any IP Claim, ImageTrend may, at ImageTrend's
option and expense (i) procure for Customer the right to continue using the Service(s) as set forth hereunder;
(ii) replace or modify a Service to make it non -infringing; or (iii) if options (i) or (ii) are not commercially
reasonable or practicable as determined by ImageTrend, terminate Customer's subscription to the Service(s)
and repay Customer, on a pro-rata basis, any Subscription Charges paid to ImageTrend for the unused
portion of Customer's Subscription Term for such Service(s). ImageTrend will have no liability or
obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part
by (x) compliance with designs, data, instructions or specifications provided by Customer; (y) modification
of the Service(s) by anyone other than ImageTrend or ImageTrend Personnel; or (z) the combination,
operation or use of the Service(s) with other hardware or software where a Service would not by itself be
infringing. The provisions of this Section 12.1 state the sole, exclusive and entire liability of ImageTrend
to Customer and Customer's sole remedy with respect to a Claim brought by reason of access to or use of
a Service by Customer.
11.2 Indemnification by Customer. Customer will indemnify, defend and hold ImageTrend harmless
against any claim brought by a third party against ImageTrend (a) arising from or related to Customer's use
of a Service in breach of this Agreement (and not arising solely from the Service itself); or (b) alleging that
Customer Marks or content selected by Customer in the design and implementation of the Services,
including but not limited to the URL, graphics, illustrations, logos, and marks, or Customer Data infringes
or misappropriates a third party's valid patent, copyright, trademark or trade secret; provided that (i)
ImageTrend promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the
sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such
claim (however, Customer shall not settle or compromise any claim that results in liability or admission of
any liability by ImageTrend without ImageTrend's prior written consent); and (iii) ImageTrend fully
cooperates with Customer in connection therewith.
SECTION 12. LIMITATION OF LIABILITY
12.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER
PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE
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OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST
DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER'S
SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF IMAGETREND), BUSINESS
INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY
OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR
PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES
INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS
AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN
SUCH DAMAGES.
12.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, IMAGETREND'S AGGREGATE LIABILITY TO THE CUSTOMER ARISING
OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO
EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES
PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT
OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND
AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS
UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY
GIVEN THE SUBSCRIPTION CHARGES AND PROFESSIONAL SERVICES FEES, WHICH WOULD
HAVE BEEN SUBSTANTIALLY HIGHER IF IMAGETREND WERE TO ASSUME ANY FURTHER
LIABILITY OTHER THAN AS SET FORTH HEREIN. IMAGETREND HAS RELIED ON THESE
LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO
ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN
THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 12.2 SHALL NOT APPLY TO
CLAIMS OR DAMAGES RESULTING FROM IMAGETREND'S INDEMNITY OBLIGATIONS IN
SECTION 12.1 OF THIS AGREEMENT.
12.3 LIMITATION OF LIABILITY IN THE AGGREGATE. THE LIMITATION OF LIABILITY
PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER
AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.
12.4 Enforceable against ImageTrend. Any claims or damages that Customer may have against
ImageTrend shall only be enforceable against ImageTrend and not any other entity, nor any officers,
directors, representatives or agents of ImageTrend.
SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
13.1 Assignment. Except as permitted herein, neither party may, directly or indirectly, by operation of law
or otherwise, assign all or any part of this Agreement or rights under this Agreement, or delegate
performance of its duties under this Agreement, without written prior consent of the other party, which
consent will not be unreasonably withheld. Notwithstanding the foregoing, (a) subject to Section 2.6 herein,
Customer may, without ImageTrend's consent, assign this Agreement in connection with any merger or
change of control of Customer or the sale of all or substantially all of Customer's assets provided that any
such successor agrees to fulfill its obligations pursuant to this Agreement; and (b) ImageTrend may, without
Customer's consent, assign this Agreement in connection with any merger or change of control of
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ImageTrend or the sale of all or substantially all of ImageTrend's assets provided that any such successor
agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this
Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their
respective successors and assigns.
13.2 Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all prior
agreements between Customer and ImageTrend, with regard to the subject matter hereof. This Agreement
shall apply in lieu of the terms or conditions in any purchase order, request for information, request for
proposal, or other order documentation Customer provide(s) and all such terms or conditions in such
purchase order, request for information, request for proposal, or other order documentation are null and
void. Except as expressly stated herein, there are no other agreements, representations, warranties or
commitments which may be relied upon by either Party with respect to the subject matter hereof. There are
no oral promises, conditions, representations, understandings, interpretations or terms of any kind between
the Parties, except as may otherwise be expressly provided herein. The headings used herein are for
convenience only and shall not affect the interpretation of the terms of this Agreement.
13.3 Waiver. Either Party's failure to enforce at any time any provision of this Agreement does not
constitute a waiver of that provision or of any other provision of this Agreement.
SECTION 14. SEVERABILITY
If any term in this Agreement is determined to be invalid or unenforceable by a competent court or
governing body, such term shall be replaced with another term consistent with the purpose and intent of
this Agreement, and the remaining provisions of this Agreement shall remain in effect.
SECTION 15. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint
venture, general agency, fiduciary or employment relationship between the Parties. Customer is solely
responsible for determining whether the Services meet Customer's technical, business, or regulatory
requirements.
SECTION 16. NOTICE
16.1 Notices to Customer. All notices provided by ImageTrend to Customer under this Agreement may be
delivered in writing by (a) nationally recognized delivery service ("Courier") or U.S. mail to the contact
mailing address provided by Customer on any Order Form; or (b) electronic mail to the electronic mail
address provided for the Account owner.
16.2 Notices to ImageTrend. All notices provided by Customer to ImageTrend under this Agreement must
be delivered in writing by (a) Courier or U.S. mail to 1305 Corporate Center Drive, Suite 500, Eagan, MN
55121 Attn: Legal Department; or (b) electronic mail to contracts a I mat!eTrend.com.
16.3 Timing of Notices. All notices provided by either Party to the other shall be deemed to have been
given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2)
business days after being deposited in the mail or with a Courier as permitted above.
SECTION 17. GOVERNING LAW
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This Agreement shall be governed by the laws of the State of Minnesota, without reference to conflict of
laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in
Hennepin County, Minnesota. Customer hereby expressly agrees to submit to the exclusive personal
jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or relating
to access to or use of the Services by Customer.
SECTION 18. ETHICAL CONDUCT AND COMPLIANCE
Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly,
any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing
of value), or will offer or accept the same in connection with this Agreement.
SECTION 19. SURVIVAL
Sections 2.1, 3.5, 5, 6.5-6.7, 10-17 and 20 shall survive termination of this Agreement with respect to use
of the Services by Customer. Termination of this Agreement shall not limit a Party's liability for obligations
accrued as of or prior to termination or for any breach of this Agreement.
SECTION 20. DEFINITIONS
When used in this Agreement with initial letters capitalized, these terms have the following meaning:
"Account" means any accounts or instances created by, or on behalf of, Customer within the Services.
"Aggregate Data" means the compilation of Customer Data collected over time and/or the combination of
Customer Data with data collected from other data sources, and the derived data resulting from the analysis
and processing of such compiled and combined data to create Aggregate Data Insights.
"Aggregate Data Insights" means the conclusions, patterns, trends, metrics, statistical models, predictions,
or other analytical outcomes derived from the processing, examination, or interpretation of Aggregate Data.
"Agreement" means the Master Subscription Agreement together with any and all Product Specific Terms,
Order Form and other mutually executed documents. The Master Subscription Agreement may also be
referred to as "MSA."
"Confidential Information" means all information disclosed by one Party to the other Party which is in
tangible form and designated as confidential or is information, regardless of form, which a reasonable
person would understand to be confidential given the nature of the information and circumstances of
disclosure, including but not limited to the pricing terms, product plans and designs, business processes,
security notifications, database structures, database schemas and customer communications.
Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already
known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the
receiving Party from a third party not known by the receiving Party to be under an obligation of
confidentiality with respect to such information; (c) is or becomes generally available to the public other
than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is
independently developed by the receiving Party without the use of the disclosing Party's Confidential
Information.
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"Customer Data" means all electronic data, text, messages, communications or other materials submitted
to and stored within a Service by Customer in connection with Customer's use of such Service. "Customer"
Data" does not include Protected Health Information that has been de -identified pursuant to section 6.5 of
this Agreement and Aggregate Data Insights derived from Aggregate Data pursuant section 6.6.
"Force Majeure Event" means any circumstances beyond ImageTrend's reasonable control, including,
but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike
or other labor problem (other than one involving ImageTrend employees), Internet service provider failure
or delay, Non-ImageTrend Services, or acts undertaken by third parties, including without limitation, denial
of service attack.
"ImageTrend Marks" means any trademarks, service marks, service or trade names, taglines, logos or
other designations of ImageTrend, whether registered or unregistered.
"Intellectual Property Rights" means any and all of a Party's patents, inventions, copyrights, trademarks,
domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
"Malicious Software" means any viruses, malware, Trojan horses, time bombs, or any other similar
harmful software.
"Non-ImageTrend Services" means third party products, applications, services, software, networks,
systems, directories, websites, databases and information which a Service links to, or which Customer may
connect to or enable in conjunction with a Service, including, without limitation, Non-ImageTrend Services
which may be integrated directly into an Account by Customer or at Customer's direction.
"Order Form" means ImageTrend's generated order form(s) executed by Customer with respect to
Customer's subscription to a Service.
"Personnel" means employees and/or non -employee contractors of ImageTrend engaged by ImageTrend
in connection with performance hereunder.
"Planned Downtime" means planned downtime for upgrades and maintenance to the Services scheduled
in advance of such upgrades and maintenance.
"Product Specific Terms" means ImageTrend's Product Specific Terms attached.
"Professional Services" means professional services (including any training, success and implementation
services) provided by ImageTrend Personnel as indicated on an Order Form or other written document such
as an SOW.
"Service(s)" means the products and services that are used or ordered by Customer via an Orde Form
referencing this Agreement, and made available by ImageTrend, via the applicable Customer login.
"Services" exclude (a) Non-ImageTrend Services as that term is defined in this Agreement; and (b) any
Additional Features or Associated Services that are not provided under this Agreement or Customer's
Service Plan. From time to time, the names and descriptions of the Services or any individual Service may
be changed. To the extent Customer is given access to such Service as so described by virtue of a prior
Service Order or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such
Service as newly named or described.
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"Site" means a website operated by ImageTrend, including hops: ,%%,"P%%.ItnaseTrend.com, as well as all
other websites that ImageTrend operates (but does not include the Services).
"Subscription Charges" means all charges associated with Customer's access to and use of an Account.
"Subscription Term" means the period during which Customer has agreed to subscribe to a Service.
"Taxes" means taxes, levies, duties or similar governmental assessments, including value-added, sales, use
or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby, ^agree.
Customer ImageTrend, LLC
Signature: v v Signature: 17A
Jon Sachs (Apr 22, 2025 21:03 MDT)
Print Name: Molly Rawn Print Name:
Jon Sachs
Title: Mayor Title: CFO
Date: May 20, 2025 Date: Apr 22, 2025
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SERVICE LEVEL AGREEMENT ATTACHMENT
ImageTrend is committed to offering exceptional levels of service to our customers. This
Service Level Agreement ("SLA") guarantees your website or application's availability,
reliability and performance. This SLA applies to any site or application hosted on our network.
1. Customer Support
ImageTrend is committed in providing an exceptional level of customer support. ImageTrend's
servers are monitored 24 hours per day, 7 days per week, 365 days per year and our support
staff is available via phone (888.469.7789) and email (www.imagetrend.com/support) as
posted on the company's website. ImageTrend works to promptly resolve all issues reported
by customers, and will acknowledge the disposition and potential resolution according to the
chart below:
Severity Level
Examples of Severity
Notification of Acknowledgement
Action Expectation:
by ImageTrend
Update and
Anticipated Error
Resolution Plan
After Notification by
ImaffeTrend._ _
Site
Complete shutdown or partial
Within one (1) hour of initial
Six (6) hours.
Down/Critical
shutdown of one or more critical
notification via email or ticketing
software functions.
system.
• Access to one or more Software
functions not available.
• Major subset of software application
impacted.
CAD Down/High . Minor subsystem failure. Within four (4) hours of initial Twenty-four (24)
notification during business hours via business hours
• Data entry or access impaired on a phone, email, or ticketing system.
limited basis — usually can be
delegated to local client contact as a
first level or response for resolution —
usually user error (Le training).
Medium/Normal . System operational with minor issues; Within twenty-four (24) hours of initial Future Release.
suggested enhancements as mutually notification during business hours.
agreed upon.
2. Data Ownership
All customer data collected and maintained by ImageTrend shall at all times remain the
property of the customer.
3. Data Protection
ImageTrend takes data privacy and cybersecurity very seriously. ImageTrend utilizes
compliant and industry recognized best practices to ensure data security, and does not use
or make available any personally identifiable information to third parties without customer
consent or as required by law. ImageTrend acknowledges that its handling of information on
behalf of customers may be subject to federal, state or local laws, rules, regulation and
restrictions regarding the privacy of consumer information. ImageTrend agrees to comply with
all of such laws, rules, regulations and restrictions at its sole cost and expense.
4. Suspension of Service
ImageTrend reserves the right to suspend and limit network resources to customers failing to
pay the monthly fee in advance at its own discretion. In the event of service suspension, full
service delivery will be restored within 48 hours from the date and time that payment is
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received.
5. Availability
ImageTrend is fully committed to providing quality service to all customers. To support this
commitment, ImageTrend offers the following commitments related to application server
Availability:
Availability Objective: ImageTrend will provide 99.5% Availability (as defined below) for the
ImageTrend network services within ImageTrend's Immediate Control. For purposes, hereof,
"Availability" or "Available" means the ImageTrend Services are available for access and use
through the Internet.
"Immediate Control" includes ImageTrend's network services within the ImageTrend data
center which extends to, includes and terminates at the Internet Service Provider ("ISP")
circuit termination point on the router in ImageTrend's data center (i.e., public Internet
connectivity).
Specifically excluded from the definition of "Immediate Control" are the following:
a. Equipment, data, materials, software, hardware, services and/or facilities provided by or
on behalf of Client or a third -party entity (or any of their vendors or service providers) and
Client's or a third party entity's network services or end -user hardware.
b. Acts or omissions of Client, their employees, contractors, agents or representatives, third
party vendors or service providers or anyone gaining access to the ImageTrend Services
at the request of Client.
Issues arising from bugs, defects, or other problems in the software, firmware, or
hardware of third parties.
Delays or failures due to circumstances beyond ImageTrend's reasonable control that
could not be avoided by its exercise of due care.
e. Any outage, network unavailability or downtime outside the ImageTrend data center.
Availability Calculation: Availability is based on a monthly calculation. The calculation will
be as follows: ((a — b) / a) x 100, where "a" is the total number of hours in a given calendar
month, excluding Scheduled Maintenance (as defined below), and "b" is the total number of
hours that service is not Available in a given month.
Offline Capability: The Software may have offline capability which provides redundancy
when network or server back -end capability is not available. Periods of time when the
Software's primary functions continue to function offline shall be excluded from the
unavailability calculation "b" above.
Scheduled Maintenance: ImageTrend conducts scheduled maintenance, as necessary,
every last Wednesday of the month. ImageTrend will perform scheduled maintenance within
that maintenance window between the hours of 9:00 p.m. CST to 11:00 p.m. CST.
ImageTrend may change the regularly scheduled maintenance window from time to time at
ImageTrend's discretion upon reasonable notice to Client.
Service Disruption: Upon customer's written notice to ImageTrend, if Availability for the
month is below the guaranteed level, ImageTrend will issue a credit to customer in accordance
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with the schedule below:
Availability: 99.0% - 99.5% = 5% of monthly hosting fee
credited 95.0% - 98.99% = 10% of monthly hosting
fee credited 90.0% - 94.99% = 15% of monthly
hosting fee credited
89.99% or below = 2.5% for every 1 % of lost Availability (in no event
exceeding 50% of monthly hosting fees)
ImageTrend maintains precise and objective Availability metrics, which shall be determinative
when calculating any customer requested credit. ImageTrend maintained Availability metrics
shall only be requested in good faith to address material customer concerns. To receive a
credit, customers must specifically request it during the month following the month for which
the credit is requested. Credits shall not be issued if a customer account is past due,
suspended or pending suspension.
6. General
ImageTrend reserves the right to change or modify this SLA and the related services being
provided to benefit its customers, including changes to hosting environments and
infrastructure, provided that any such improvements shall adhere to the regulatory guidelines
and best practices referenced herein.
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BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement (the "Agreement") is entered into by and between the covered
entity ("Covered Entity"), and ImageTrend, Inc. ("Business Associate") (each a "Party" and collectively the
"Parties").
1. BACKGROUND
Business Associate performs functions, activities, or services for, or on behalf of, Covered Entity under an
existing written agreement (the "Underlying Agreement") and Business Associate creates, receives,
maintains, or transmits Protected Health Information ("PHI"), including Electronic Protected Health
Information ("EPHI"), in order to perform such functions, activities, or services (referred to collectively as
the "Services").
The purpose of this Agreement is to set forth the terms and conditions of disclosure of PHI by Covered
Entity to Business Associate, to set forth the terms and conditions of Business Associate's use and
disclosure of PHI, and to ensure the confidentiality, integrity, and availability of EPHI that Business
Associate creates, receives, maintains, or transmits on behalf of Covered Entity. It is the intent of Covered
Entity and Business Associate that this Agreement will meet the requirements of the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), the American Recovery and Reinvestment Act of
2009, Public Law 111-5 ("ARRA"), the Privacy Rule, and the Security Rule, 45 C.F.R. Parts 160 and 164.
2. DEFINITIONS
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in
HIPAA, ARRA, the Privacy Rule, and the Security Rule. Following are some of the key terms of this
Agreement.
2.1 Electronic Protected Health Information. "Electronic Protected Health Information" or "EPHI"
shall have the same meaning as the term "electronic protected health information" in 45 C.F.R. §
160.103, but shall be limited to the EPHI that Business Associate creates, receives, maintains, or
transmits on behalf of Covered Entity.
2.2 Individual. "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. §
160.103 and shall include a person who qualifies as a personal representative in accordance with
45 C.F.R. § 164.502(g).
2.3 Minimum Necessary. "Minimum Necessary" shall have the same meaning as "minimum
necessary" described in 45 C.F.R. § 164.502(b) and Section 13405(b) of ARRA.
2.4 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable
Health Information at 45 C.F.R. Parts 160 and Part 164, subparts A and E.
2.5 Protected Health Information. "Protected Health Information" or "PHI" shall have the same
meaning as the term "protected health information" in 45 C.F.R. § 160.103, but shall be limited
to the information that Business Associate creates, receives, maintains, or transmits on behalf of
Covered Entity.
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2.6 Required by Law. "Required by Law" shall have the same meaning as the term "required by law"
in 45 C.F.R. § 164.103.
2.7 Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and
Human Services or his designee.
2.8 Security Incident. "Security Incident" shall have the same meaning as "security incident" in 45
C.F.R. § 164.304.
2.9 Security Rule. "Security Rule" shall mean the Security Standards for the Protection of EPHI at 45
C.F.R. Parts 160 and 164, subparts A and C.
2.10 Subcontractor. "Subcontractor" shall have the same meaning as "subcontractor" in 45 C.F.R. §
160.103.
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
3.1 Use and Disclosure. Business Associate agrees to not use or disclose PHI other than as permitted
or required by this Agreement and any Underlying Agreement(s) related to the Services, or as
Required by Law. Business Associate shall also comply, where applicable, with the Privacy Rule
and the Security Rule.
3.2 Safeguards. Business Associate agrees to use appropriate safeguards and comply, where
applicable, with the Security Rule with respect to EPHI, to prevent use or disclosure of the
information other than as provided for by this Agreement.
3.3 Business Associate's Reporting Obligations.
(a) Reports of Non -Permitted Use or Disclosure. Business Associate agrees to report to
Covered Entity any use or disclosure of the PHI not provided for by this Agreement of
which Business Associate becomes aware. Where applicable, such report shall comply
with the requirements outlined in Sections 3.3(b) and 3.3(c).
(b) Reports of Breach of Unsecured PHI.
1. For purposes of this Section, "Breach" and "Unsecured PHI" shall have the same
meaning as "breach" and "unsecured protected health information," respectively, as
such terms are defined by 45 C.F.R. § 164.402.
2. Following the discovery of a Breach of Unsecured PHI, Business Associate shall notify
Covered Entity of the Breach. Such notification shall be made without unreasonable
delay after discovering the Breach, but no later than five (5) calendar days after its
discovery.
3. Business Associate's notice shall include, to the extent possible, the identification of
each Individual whose Unsecured PHI has been or is reasonably believed by Business
Associate to have been, accessed, acquired, used, or disclosed during or as a result of
the Breach. Business Associate shall also provide Covered Entity with at least the
following information: (i) a description of the Breach, including the date of Breach
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and the date of discovery of the Breach, if known; (ii) a description of the types of
Unsecured PHI involved in the Breach; (iii) any steps Individuals should take to protect
themselves from potential harm resulting from the Breach; (iv) a brief description of
what Business Associate is doing to investigate the Breach, to mitigate harm to
Individuals, and to protect against anyfurther Breaches; and (v) any other information
Covered Entity is required to include in notification to the affected Individual(s) under
45 C.F.R. § 164.404(c). Business Associate will provide additional information to
Covered Entity as such information becomes available.
(c) Reports of Security Incidents. Business Associate agrees to report to Covered Entity any
Security Incident of which it becomes aware. Where applicable, such report shall comply
with the requirements outlined in Sections 3.3(a) and (b). This Agreement serves as
Business Associate's notice to Covered Entity that attempted but unsuccessful Security
Incidents, such as pings and other broadcast attacks on Business Associate's firewall, port
scans, unsuccessful log -on attempts, denials of service and any combination of the above,
regularly occur and that no further notice will be made by Business Associate unless there
has been a successful Security Incident.
3.4 Subcontractors. Business Associate agrees to ensure that any Subcontractor that creates,
receives, maintains, or transmits PHI (including EPHI) on behalf of Business Associate agrees to
substantially the same restrictions and conditions that apply through this Agreement to Business
Associate with respect to such information, including but not limited to, compliance with the
applicable requirements of 45 C.F.R. Parts 160 and 164. Such agreement between Business
Associate and the Subcontractor must be made in writing and must comply with the terms of this
Agreement and the requirements outlined in 45 C.F.R. §§ 164.504(e) and 164.314.
3.5 Access to Designated Record Set. The Parties do not intend for Business Associate to maintain
any PHI in a Designated Record Set for Covered Entity. To the extent Business Associate possesses
PHI in a Designated Record Set, Business Associate agrees to provide access, at the request of
Covered Entity, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered
Entity, to an Individual in order to meet the requirements under 45 C.F.R. § 164.524. Business
Associate is not required to provide such access where the PHI contained in a Designated Record
Set is duplicative of the PHI contained in a Designated Record Set possessed by Covered Entity. If
an Individual makes a request for access pursuant to 45 C.F.R. § 164.524 directly to Business
Associate, or inquires about his or her right to access, Business Associate will direct the Individual
to Covered Entity.
3.6 Amendments to Designated Record Set. The Parties do not intend for Business Associate to
maintain any PHI in a Designated Record Set for Covered Entity. To the extent Business Associate
possesses PHI in a Designated Record Set, Business Associate agrees to make available such PHI
for amendment and incorporate any amendment(s) to PHI in a Designated Record Set that
Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of Covered
Entity or an Individual. If an Individual submits a written request for amendment pursuant to 45
C.F.R. § 164.526 directly to Business Associate, or inquires about his or her right to amendment,
Business Associate will either forward such request to Covered Entity or direct the Individual to
Covered Entity.
3.7 Accounting of Disclosures.
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(a) Business Associate agrees to document such disclosures of PHI and information related
to such disclosures as would be required for Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
(b) Business Associate agrees to provide to Covered Entity or an Individual information
collected in accordance with Section 3.7(a) of this Agreement, to permit Covered Entity
to respond to a request by an Individual for an accounting of disclosures of PHI in
accordance with 45 C.F.R. § 164.528.
3.8 Compliance with Law. To the extent Business Associate is expressly obligated under the
Underlying Agreement(s) to carry out one or more of Covered Entity's obligation(s) under the
Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply
to Covered Entity in the performance of such obligation(s).
3.9 Records and Audits. Business Associate agrees to make internal practices, books, and records
relating to the use and disclosure of PHI received from, or created or received by Business
Associate on behalf of, Covered Entity available to the Secretary for purposes of the Secretary
determining Covered Entity's compliance with the Privacy Rule and Security Rule.
3.10 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation
of the requirements of this Agreement.
4. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
4.1 General Use and Disclosure.
(a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI
to perform Services for, or on behalf of, Covered Entity as such services may be specified
in any Underlying Agreement(s), provided that such use or disclosure would not violate
the Privacy Rule or the Security Rule if done by Covered Entity.
(b) All uses and disclosures of PHI must comply with the Minimum Necessary requirements
under the Privacy Rule. The Party disclosing PHI shall determine what constitutes the
Minimum Necessary to accomplish the intended purpose of the disclosure.
4.2 Specific Use and Disclosure.
(a) Business Associate may use or disclose PHI to carry out Business Associate's legal
responsibilities and forthe proper management and administration of Business Associate,
provided that any such disclosures are either (1) Required by Law, or (2) Business
Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and used or further disclosed only as Required
by Law or for the purpose for which it was disclosed to the person, and the person notifies
Business Associate of any instances of which it becomes aware in which the confidentiality
of the information has been breached.
(b) Business Associate may use PHI to provide Data Aggregation services to Covered Entity as
permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
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(c) Business Associate may use and disclose PHI to report violations of law to appropriate
state and federal authorities, to the extent permitted or required by 45 C.F.R. §
164.502(j)(1) and state law.
(d) Business Associate may use PHI to create de -identified information in accordance with
the requirements outlined in the Privacy Rule. Data that has been de -identified will no
longer be subject to the terms of this Agreement.
5. OBLIGATIONS OF COVERED ENTITY
5.1 Privacy Practices. Covered Entity will notify Business Associate of any limitation(s) in its notice of
privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may
affect Business Associate's use or disclosure of PHI. Covered Entity will provide such notice no
later than fifteen (15) days prior to the effective date of the limitation.
5.2 Notice of Changes Regarding Individual Permission. Covered Entity will obtain any consent or
authorization that may be required by the Privacy Rule, or applicable state law, prior to furnishing
Business Associate with PHI. Covered Entity will notify Business Associate of any changes in, or
revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes
may affect Business Associate's use or disclosure of PHI. Covered Entity will provide such notice
no later than fifteen (15) days prior to the effective date of the change.
5.3 Notice of Restrictions to Use or Disclosure of PHI. Covered Entity will notify Business Associate
of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance
with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use
or disclosure of PHI. Covered Entity will provide such notice no later than fifteen (15) days prior
to the effective date of the restriction. If Business Associate reasonably believes that any
restriction agreed to by Covered Entity pursuant to this Section may materially impair Business
Associate's ability to perform its obligations under the Underlying Agreement or this Agreement,
the Parties will mutually agree upon any necessary modification of Business Associate's
obligations under such agreements.
5.4 Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to
use or disclose PHI in any manner that would not be permissible under the Privacy Rule or the
Security Rule if done by Covered Entity, except that Business Associate may use or disclose PHI as
set forth herein.
5.5 Safeguards. Covered Entity shall use appropriate safeguards to maintain the confidentiality,
privacy, and security of PHI in transmitting PHI to Business Associate pursuant to this Agreement.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall be effective upon the Effective Date and shall remain in effect until
all of the PHI provided by Covered Entity to Business Associate or created or received by Business
Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is
infeasible to return or destroy PHI, protections are extended to such information, in accordance
with Section 6.3(b).
6.2 Termination.
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(a) Termination Resulting from the End of Services. This Agreement shall terminate in the
event that the Underlying Agreement(s) under which Covered Entity discloses PHI to
Business Associate terminates for any reason, or if the Services that give rise to the
necessity of a business associate agreement terminate for any reason.
(b) Termination for Cause. Upon either Party's knowledge of a material breach of this
Agreement by the other Party, the non -breaching Party must either:
1. Provide an opportunity for the breaching Party to cure the breach or end the
violation within thirty (30) business days, and if the breaching Party does not cure
the breach or end the violation within thirty (30) business days, the non -
breaching Party shall terminate this Agreement; or
2. Immediately terminate this Agreement if cure is not possible.
6.3 Return or Destruction of PHI.
(a) Except as provided in paragraph (b) of this Section, upon termination of this Agreement
for any reason, Business Associate shall return or destroy all PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity, that
Business Associate still maintains in any form. This provision shall also apply to PHI that is
in the possession of Subcontractors of Business Associate. Business Associate shall retain
no copies of the PHI. Pursuant to the Underlying Agreement and Section 4.2(b) and (d) of
this Agreement, de -identified data and insights derived from Business Associate's
provision of Data Aggregation services are not subject to the provisions of this Section 6.3.
(b) In the event that Business Associate determines that returning or destroying the PHI is
infeasible, Business Associate and its Subcontractors shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as Business Associate
and/or its Subcontractors maintain such PHI.
7. MISCELLANEOUS
7.1 Regulatory References. A reference in this Agreement to a section in the Privacy Rule, the Security
Rule, HIPAA, or ARRA, or any other reference to a law or regulation, means the section or law as
in effect as of the date of this Agreement or as subsequently amended.
7.2 Amendment. The Parties agree to take such action as is necessary to amend this Agreement from
time to time to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, and
ARRA.
7.3 Survival. The respective rights and obligations of Business Associate under Section 6.3 of this
Agreement shall survive the termination of this Agreement.
7.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits compliance with the Privacy Rule, the Security Rule, HIPAA, and ARRA.
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7.5 Relationship to Other Agreement Provisions. In the event that a provision of this Agreement is
contrary to a provision of an Underlying Agreement or Agreements under which Covered Entity
discloses PHI to Business Associate, the provision of this Agreement shall control. Otherwise, this
Agreement shall be construed under, and in accordance with, the terms of such Underlying
Agreement or Agreements between the Parties.
7.6 Prior Business Associate Agreements. Consistent with Section 7.5, this Agreement shall
supersede any and all prior business associate agreement(s), or terms of other agreements
addressing the privacy and security of PHI, between the Parties.
7.7 No Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer,
nor shall anything herein confer, upon any person other than Covered Entity or Business Associate
any rights, remedies, obligations, or liabilities whatsoever.
7.8 Modification of Agreement. No alteration, amendment, or modification of the terms of this
Agreement shall be valid or effective unless in writing and signed by Business Associate and
Covered Entity.
7.9 Relationship of Parties. Business Associate, in furnishing services to Covered Entity, is acting as
an independent contractor, and Business Associate has the sole right and obligation to supervise,
manage, contract, direct, procure, perform, or cause to be performed, all work to be performed
by Business Associate under this Agreement. Business Associate is not an agent of Covered Entity
and has no authority to represent Covered Entity as to any matters, except as expressly authorized
in this Agreement.
7.10 Notices. Any notices required or permitted to be given under this Agreement by either Party shall
be given in writing: (a) by personal delivery; (b) by electronic facsimile with confirmation sent by
United States first class mail; (c) by bonded courier or nationally recognized overnight delivery
service; or (d) by United States first class registered or certified mail, postage prepaid, return
receipt requested, addressed to the Parties at the addresses set forth below or to such other
addresses as the Parties may request in writing by notice pursuant to this Section 7.10. Notices
shall be deemed received on the earliest of personal delivery, upon the next business day after
delivery by electronic facsimile with confirmation that the transmission was completed or upon
receipt by any other method of delivery.
Business Associate: ImageTrend, LLC, Attn: Legal Department, 1305 Corporate Center Drive,
Suite 500, Eagan, MN 55121.
7.11 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Minnesota.
Z12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which
shall be deemed an original and when taken together shall constitute one agreement.
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IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby agree.
Customer
Signature:
Print Name: Molly Rawn
Title: Mayor
Date: May 20, 2025
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ImaseTrend, LLC
Signature: '701wk
Print Name: ion sachs
Title: CFO
Date: Apr 22, 2025
Business PrivaW
ImageTrend 2
PRODUCT SPECIFIC TERMS
IMAGETREND VAULT TM
PRODUCT SPECIFIC TERMS
1. ImageTrend Vault can store additional data fields from ImageTrend Service Bridge, Fire
Bridge, State Bridge, or Rescue Bridge ("ImageTrend Version 2 Products"). These are the
data fields beyond the NEMSIS National Data Elements but supported by ImageTrend
Version 2 Products. These data fields have the ImageTrend "IT" flag in the NISE export
file as exported by the ImageTrend Version 2 Products. ImageTrend Vault may also
import related incident attachments and pre-existing attached PDFs from ImageTrend
Version 2 Products. ImageTrend Vault cannot accept nor store data beyond the
elements identified here for legacy data ImageTrend Version 2 Products. ImageTrend
makes no promise to accept or store data in ImageTrend Vault except as identified
herein.
2. ImageTrend Vault can import NEMSIS 2.2.1 standardized Legacy Data with the following
limitations:
A. NEMSIS 2.2.1 XML Legacy Data from non-ImageTrend vendors may be imported
into ImageTrend Vault provided the NEMSIS 2.2.1 XML Legacy Data is the same
compatible format as the NEMSIS 2.2.1 XML Legacy Data System's State NEMSIS
submission and otherwise conforming with the NEMSIS Data Dictionary v2.2.1
available at
https://neriisis.org/ri)edia/nenisis v2/documents/NEMSIS Data Elements Defi
nitions v2.2.1.xis ("Conforming Legacy Data File"). It shall be the Customer
and/or Customer vendor's responsibility to ensure ImageTrend is supplied with
a conforming NEMSIS 2.2.1 XML Legacy Data file.
B. As part of the ImageTrend Vault product and service package, ImageTrend shall
perform a one (1) time import of Legacy data by either 1) Importing data from
Customer's ImageTrend Version 2 Products utilizing ImageTrend tools, or 2)
importing a Conforming Legacy Data File. Additional uploads, corrections or
modifications to uploaded data elements, or any other activity related to
importing Legacy Data after ImageTrend has completed the one-time import is
out of scope. ImageTrend may or may not choose to undertake this additional
work at ImageTrend's sole discretion pursuant to an SOW agreed to by the
Parties..
AUTO BILLING EXPORT TO FTP
AVAILABLE EXPORTS The following file formats are available for export:
a. NEMSIS XML Version 3.3.4, or latest version with attachments
b. NEMSIS XML Version 2.2.1, without attachments
c. System "Default" PDF format
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2. FILE NAME FORMAT The above files will be named according to this convention:
"CustomerName IncidentID IncidentNumber"
EXPORT SCHEDULE Incidents will be exported every ten (10) minutes. The system will modify
the status of exported incidents. Previously exported incidents will not be exported a second
time. The Export Add -on Form will provide the specific criteria for each Customer.
4. FTP REQUIREMENTS
Customer must use an FTP location which utilizes transport encryption (e.g. SFTP, FTPS with
a modern transport encryption protocol such as TLS 1.1 or higher) to which the exported
files will be deposited by the system
b. Customer must provide to ImageTrend the desired FTP directory, FTP URL, credentials (e.g.
username and password) for the FTP location
c. Dynamic workflow and process based subdirectories and naming conventions are out -of -
scope for the FTP Automated Export. Dynamically depositing exported files and dynamically
naming them is available as a custom project requiring its own Statement of Work at
ImageTrend's standard rate of $175/hour, please contact your ImageTrend sales
representative for more information.
ADMINISTRATIVE REQUIREMENTS:
d. Customer must fill out the "Agency Export Form". ImageTrend reserves the right to conduct
no work until the Agency Export Form for the agency is complete. The completed form
should be transmitted to ImageTrend via email.
e. Customer must fill out and sign the "ePHI Data Export Sign Off" form. ImageTrend reserves
the right to conduct no work until ImageTrend possesses a signed copy of the "ePHI Data
Export Sign Off" form for the agency
f. Customer must provide the date or date range of incidents that should be initially exported
upon set-up (e.g. export is set up Jan 1, 2019 but all Ready To Bill status incidents from
December 1, 2018 and forward should be initially exported)
DATA MART -PRODUCT SPECIFIC TERMS
DELIVERY OF IMAGETREND DATA MART DATA. Customer may choose to receive regular
deliveries of Data Mart data continuously via Microsoft SSIS or as otherwise negotiated between the
parties. Such deliveries do not include the provisioning of a database instance or virtual private
connection to directly run database queries against an ImageTrend Data Mart.. Customer must host
and provision its own Microsoft SQL Server instance or other tool to manipulate the .BAK file, as
applicable.
FTP DELIVERY OF IMAGETREND ELITE DATA MART DATA Customer may choose to receive
regular deliveries of Data Mart data via FTP or as otherwise negotiated between the parties. Such
data shall be delivered in .BAK file format as frequently as agreed between customer and
ImageTrend. Such deliveries do not include the provisioning of a database instance or virtual private
connection to directly run database queries against an ImageTrend Data Mart. Customer must host
and provision its own Microsoft SQL Server instance or other tool to manipulate the .BAK file, as
applicable.
Business Private
3. DATA MART RESTRICTIONS ON MULTI -AGENCY SITES. In the event of a multi -agency site, only the
owner of such multi -agency site may subscribe to DataMart. Any subscription to DataMart by a
non -owner single agency on a multi -agency site is void.
MANDATORY TERMS OF USE FOR CLEARINGHOUSE PROVIDER
Customer shall adhere to the rules, regulations and policies of Payers and governmental agencies
having jurisdiction including the department of Health and Human Services ("HHS"). Customer shall
provide or obtain any documents or supplementary agreements requested by Clearinghouse necessary
to comply with said rules, regulations, and policies. Customer shall be bound, to the same extent as
Clearinghouse, by all applicable Payer -imposed contractual obligations or policies required for access to
such Payer, and this Agreement shall be subject to any such obligation or policy. Customer
acknowledges that from time to time, Customer may be required to give its written acknowledgement
of certain obligations. With respect to Medicaid eligibility transactions, Clearinghouse and ImageTrend
are required to obtain and pass on the following covenants from Customer: (a) access to eligibility
information shall be restricted to the sole purpose of verification of Medicaid eligibility where the
recipient has requested Medicaid payment for medical services; (b) verification of eligibility under the
system is not a guarantee of payment and the records as to the recipient's eligibility status shall be final
authority; (c) Customer indemnifies and holds harmless each State, its agents and employees, from any
and all claims by such Customer or any recipient who is aggrieved by the actions of Customer; and (d)
Customer agrees to abide by the Federal and State regulations regarding confidentiality of information.
Clearinghouse EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. Clearinghouse does not guarantee the payment
or the timing of payment of any claims submitted through the Clearinghouse Services. Payment remains
the responsibility of the particular Payer of health care services and/or supplier to which the Customer is
submitting. IN NO EVENT SHALL CLEARINGHOUSE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR
SPECIAL DAMAGES EVEN IF CLEARINGHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. CLEARINGHOUSE'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT AND
WITH RESPECT TO CLEARINGHOUSE SERVICES, CHC PRODUCTS AND CHC MATERIALS FURNISHED
HEREUNDER (WHETHER UNDER CONTRACT, TORT OR ANY OTHER THEORY OF LAW OR EQUITY) SHALL
NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE LESSER OF (A) THE PRICE PAID BY VENDOR TO
CLEARINGHOUSE FOR THE PARTICULAR CLEARINGHOUSE SERVICES, CLEARINGHOUSE PRODUCTS
AND/OR CLEARINGHOUSE MATERIALS DURING THE ONE (1) YEAR PRECEDING VENDOR'S CLAIM; OR (B)
$10,000. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE
BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF
THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. In the event information to be transmitted through
the Clearinghouse Services is not transmitted by Clearinghouse or is not accurately transmitted as a
result of Clearinghouse's failure to perform the Clearinghouse Services in accordance with the terms of
Business Private
this Agreement and such failure results in damage to Customer, then Clearinghouse's sole obligation
and liability to Customer for such event (subject to reasonable mitigation by Customer) shall be limited
to furnishing credits on subsequent invoices from Clearinghouse to ImageTrend and Customer in an
aggregate amount equal to the actual damages incurred for reconstructing or retransmitting the data,
including reasonable out-of-pocket expenses which Customer can demonstrate it has sustained and
which are directly attributable to such failure. Any claim against Clearinghouse by Customer must be
asserted in writing within sixty (60) days after Clearinghouse should have transmitted information
received from a Customer or the transmission of inaccurate information on which the claim is based,
whichever is applicable. Customer hereby agrees to promptly supply to Clearinghouse and ImageTrend
documentation reasonably requested by Clearinghouse or ImageTrend to support any claim of Vendor.
THE FOREGOING STATES THE ENTIRE LIABILITY OF CLEARINGHOUSE WITH RESPECT TO CLAIMS THAT
INFORMATION WAS NOTTRANSMITTED OR WAS TRANSMITTED INACCURATELY BY CLEARINGHOUSE
AND SUCH LIABILITY IS FURTHER LIMITED BY THE LIMITATIONS OF LIABILITY APPEARING IN THE
PARAGRAPH ABOVE.
Business Private
Complete Fayetteville FD Order Form MSA
SLA Product Specific Terms BAA Revised
04.21.2025
Final Audit Report
Created: 2025-04-22
By: Kayla Kimmes (kkimmes@imagetrend.com)
Status: Signed
Transaction ID: CBJCHBCAASAAdiJQDvhepsgAZbAcjQFJyTr09p4PHZxH
2025-04-23
"Complete Fayetteville FD Order Form MSA SLA Product Specifi
c Terms BAA Revised 04.21.2025" History
Document created by Kayla Kimmes (kkimmes@imagetrend.com)
2025-04-22 - 6:56:32 PM GMT
E-14 Document emailed to Jon Sachs Osachs@imagetrend.com) for signature
2025-04-22 - 6:59:25 PM GMT
Email viewed by Jon Sachs asachs@imagetrend.com)
2025-04-23 - 3:02:41 AM GMT
Document e-signed by Jon Sachs asachs@imagetrend.com)
Signature Date: 2025-04-23 - 3:03:04 AM GMT - Time Source: server
® Agreement completed.
2025-04-23 - 3:03:04 AM GMT
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