HomeMy WebLinkAboutbocc.con.amended.134.21 A8/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10022100.531500
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Carrie Fleischman County Representative
Phone (970) 319-2513
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 55,900.00
$ -
$ 45,900.00
$ 101,800.00
BITS
Licensing for all-county use of Monday.com platform. Annual subscription cost of $45,900.00 for 150
user licenses shall apply for the period 1/5/2023 - 1/4/2024.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
No
All-County Monday.com Licensing SaaS Agreement
Monday.com Ltd
$45,900.00
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$-
$-
$-
$45,900.00
Sole Source
Services/Maintenance
7/2/2021
1/4/2024
Change Order/Contract Amendment
134.21 A
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
Rev 2018-10-10 btf
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk’s check list and send the original signed contract
with coversheet to clerk’s office for archiving. 1
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: February 7, 2023 FROM: Carrie Fleischman, Director of Information Technology
Proposed Contractor: Monday.com Ltd
Product/Service: Monday.com user licensing Estimate expenditure for the above Product/Service: $ 45,900.00
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc): Explain:
Monday.com provides an exceptional platform for project and team management to organize, prioritize,
assign, and track tasks across all or within departments. Monday.com was rolled out, with great success,
among several departments to aid in the response to the COVID-19 pandemic in 2020 & 2021.
Departments have grown accustomed to having access to and now rely on the software to manage day-to-
day activities as well as large/capital projects. No other platforms available offer the same degree of user
interface and adaptability for unique departmental needs. The County would not realize any financial,
time, or feature benefits by pursuing a different platform for task and project management without a
significant investment of time and customization of a different vendors offering.
Rev 2018-10-10 btf
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk’s check list and send the original signed contract
with coversheet to clerk’s office for archiving. 2
The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. Department Head Section Head
!#COUNTY REPRESENTATIVE#! Date !#SECTION LEADER#! Date
County Manager
Reason for Denial: ______________________________________________
!#COUNTY MANAGER SOLE#! Date
Carrie Fleischman
Director of Information Technology
Feb-15-2023 Feb-28-2023
Finance Director, Treasurer, and Public Trustee
Ann Driggers
Feb-28-2023
Deputy County Manager
Phylis Mattice
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
SaaS Subscription Agreement This SaaS Subscription Agreement (“Agreement”), is made and entered into on January 5th, 2023 (“Effective Date”), by and between monday.com Ltd., an Israeli company with its registered office at6 Yitzhak Sadeh St. , Tel-Aviv, Israel, 6777506 (“monday.com”), and Pitkin County, CO a governmental entity, having its main office at 530 E Main Street, Aspen, CO 81611 (“Customer”) (Customer and monday.com shall be referred to as a “Party” and collectively as the “Parties”).
WHEREAS, monday.com is the owner, developer and provider of a work operating system platform and makes these solutions available for its customers to use on a Software-as-a-Service basis (“Service”); and
WHEREAS, Customer wishes to: (i) subscribe to, access and use the Service; and (ii) permit its employees and/or other users to access and use the Service, in accordance with the terms of this Agreement and subject to the number of users subscribed under the underlying plan (the “Users”).
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Right to Use. Subject to the terms and conditions of this Agreement, monday.com hereby grants Customer alimited, non-exclusive, non-sublicensable, non-assignable and non-transferable right during the SubscriptionTerm to (i) access and use the Service, via its Users in Customer’s internal operations; and (ii) to create and editCustomer Data, and to access or edit Customer Data created, uploaded, posted, or published on Customer’sAccount (as such capitalized terms are defined below). The foregoing right is subject to the access and userestrictions set forth in Section 5 (“Restricted Use”) below, which restrictions, for the avoidance of doubt, are inaddition to, and without derogating from, any other access and use restrictions set forth herein.
2.The Service. monday.com provides the functionalities described in www.monday.com as a part of the Service.monday.com may add other functionalities and/or modify and/or discontinue some of the functionalities in itsown discretion and without further notice; however, if monday.com makes any material adverse change in thefunctionality of the Service, then monday.com will notify Customer by posting an announcement on the companywebsite and/or via the Service or by sending Customer an email.
3.Customer Account. A Customer account will be created by Customer (“Account”) and access to the Account maybe provided by the Customer to each of its Users in connection with Customer’s use of the Service, subject to: (i)the User limitations and any other limitations set forth in Exhibit A (the “Proposal”) or a separate mutually agreedorder form (an “Order Form”), (ii) the features and functionalities available to each User as determined by therespective subscription plan governing such Account, (iii) the privileges of each such User, which include thegeneral limitations underlying the different types of users, such as Admin and Guests (as defined below); ((i) - (iii)above, collectively, the “Limitations”). Customer is solely responsible for the content and any activity that occursin each Account, including without limitation, any activity performed in the Account by Customer’s Users andcompliance by its Users with the AUP (as defined below). Customer shall: (a) not allow anyone other than Customer’s
Users to access and use the Account; (b) keep, and ensure that Users keep all Account login details and passwordssecure at all times; (c) ensure that the login details for each User may only be used by that User, and that multiplepeople may not share the same login details; and (d) promptly notify monday.com in writing if Customer becomesaware of any unauthorized access or use of Customer’s Account.
“Admin(s)” is a user that possess all privileges in an Account and control over the use of the Service. Admins are severally
and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin,
is deemed as an authorized decision or action on behalf of Customer. An Admin’s rights include but is not limited to: (1)
assigning or adding other members of the Account as Admins; (2) controlling Customer’s and Users ’use of the Account;
(3)purchasing, upgrading or downgrading the Service; (4) creating, monitoring or modifying Users ’actions and
permissions; (5) managing the access to, control, remove, share posts or otherwise change, all or part of the Customer
Data (as defined below); and (6) integrating or disabling integration with Third Party Services.
A “Guest” is a user that is external to the organization, has an email domain that is different from the email domain(s) associated with Customer and has limited access rights to the Service.
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
“AUP” means the monday.com Acceptable Use Policy, available at https://monday.com/terms/aup, as may be updated from time to time, and such terms are hereby incorporated as part of this Agreement.
4. Technical Support and Committed Uptime. To the extent Customer purchased an enterprise tier subscription (an “Enterprise Plan”), Customer shall be entitled to premium technical support and an uptime commitment, by monday.com, in accordance with the Service Level Agreement available at https://monday.com/terms/sla/, as may be updated from time to time, and such terms are hereby incorporated as part of this Agreement.
5. Restricted Use. Except as specifically permitted in this Agreement, Customer shall not, and shall not allow any User to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile, disassemble, decrypt or attempt to derive the source code of, the Service, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Service for any purpose; (vi) take any action that imposes or may impose (as determined in monday.com’s sole discretion) an unreasonable or disproportionately large load on the monday.com infrastructure or infrastructure which supports the Service; (vii) use the Service in breach of the Limitations; (viii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (ix) remove, deface, obscure, or alter monday.com’s or any third party’s identification, attribution, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service without monday.com’s prior written approval; (x) use monday.com’s Materials (as defined below) without monday.com’s prior written consent; (xi) use the Service to develop a competing service or product; (xii) use the Service to send unsolicited or unauthorized commercial communications; and/or (xiii) use the Service in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of this Agreement, any terms and conditions or agreements related to any third-party product or service Customer uses in connection with the Service. Without derogating from the above, Customer agrees to remain liable to monday.com for any act or omission of an User that would constitute a breach of this Agreement as if such acts or omissions were by Customer.
6. Customer Data.
6.1. The Service allows Customer, via its Users, to create, upload, post, and publish certain content, such as (i) images
and/or text and/or videos used in creating content through the Service, as well as comments; (ii) images or videos
retrieved from third parties in such items; (iii) description, text and information processed through the Service;
and/or (iv) submissions made through the Service or any other data which is stored on, or otherwise processed by
the Service, and all of the aforesaid is processed by monday.com solely on Customer’s behalf (“Customer Data”).
6.2. Customer hereby represents and warrants that it and/or its Users (i) own or have the necessary rights and permissions
to use and authorize monday.com to use all intellectual property rights in and to their Customer Data, and to enable
inclusion in the Service and use thereof in the Service as contemplated by this Agreement; and (ii) the Customer
Data it submits, its use of such Customer Data, and monday.com’s use of such Customer Data, as set forth in this
Agreement, does not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual
property, proprietary or privacy or publicity rights of any third party; (b) violate any applicable law, including data
protection legislation and export control laws; (c) be offensive, threatening, pornographic, defamatory, libelous,
harassing, hateful, or encourages conduct that would be considered a criminal offense, gives rise to civil liability,
or is in any way inappropriate; (d) promotes illegal drugs, relates to illegal gambling, or illegal arms trafficking;
and/or (e) be malicious or fraudulent. Customer further represents and warrants that all Customer Data and its use
of the Service complies with the AUP.
6.3. Customer and its Users, as applicable, will retain all of their ownership rights in their Customer Data. Customer
and/or its Users hereby grant monday.com a worldwide, irrevocable (during the Subscription Term), non-exclusive,
royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of,
display, and perform the Customer Data only in connection with providing and operating the Service.
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
6.4. Other than monday.com’s security obligations expressly set forth in Section 9, monday.com assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it, including without limitation, for any errors or omissions therein, or for any infringement of third party rights. It is hereby clarified that monday.com shall not monitor and/or moderate the Customer Data and there shall be no claim against monday.com of not acting so.
7. Privacy. Customer acknowledges and agrees that Customer's use of the Service, including, without limitation, any information transmitted to or stored by monday.com, is governed by the monday.com Privacy Policy at www.monday.com/terms/privacy (“Privacy Policy”) and the Data Processing Addendum available at: www.monday.com/terms/dpa (the “DPA”), as may be updated from time to time, and such terms are hereby incorporated as part of this Agreement.
8. Anonymous Information. monday.com may collect, use and publish Anonymous Information (defined below), and disclose it to its third party service providers, to provide, improve and publicize monday.com’s Service. “Anonymous Information” means information about use of the Service which does not enable identification of an individual, such as aggregated and analytics information about use of the Service. monday.com owns all Anonymous Information collected or obtained by monday.com.
9. Security. monday.com agrees during the Subscription Term to implement reasonable industry-standard, technical, and organizational security measures as applicable to monday.com to protect Customer Data and will, at a minimum, utilize industry standard security procedures applicable to monday.com (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data) designed to protect the confidentiality and integrity of Personal Data, as set forth in www.monday.com/trustcenter/datasecure.
10. Intellectual Property Rights, Title and Ownership in the Service. All right, title and interest in and to the Service
(excluding Customer Data), any enhancements or derivatives thereof, any and all related or underlying technology and
modifications thereto, including associated intellectual property rights (including, without limitation, patents, copyrights,
trade secrets, trademarks, etc.), evidenced by or embodied in and/or related to the Service, are the property of
monday.com. Any rights not explicitly granted to Customer hereunder, are reserved to and shall remain solely and
exclusively proprietary to monday.com (or its third party providers). monday.com, the monday.com logo, and other
materials, such as software, application programming interface, design, text, editorial materials, informational text,
photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks
and services marks (excluding Customer Data) (collectively, “monday.com Materials”) are the property of
monday.com, its affiliates and its licensors. As between Customer and monday.com, monday.com retains all right, title
and interest, including all intellectual property rights, in and to the monday.com Materials. This Agreement does not
convey to Customer an interest in or to the Service, but only a limited revocable right of use in accordance with the terms
herein. Nothing in this Agreement constitutes a waiver of monday.com’s intellectual property rights under any law.
11. Suggestions and Feedback. It is understood that Customer and its Users, may, at their sole discretion, provide
monday.com with suggestions and/or comments with respect to the Service (“Feedback”). Customer and its Users
represent that they are free to do so and that they shall not provide monday.com with Feedback that infringes upon third
parties’ intellectual property rights. Customer further acknowledges that monday.com fully owns the Feedback and may
use the Feedback at its discretion, without limitation, and without being obliged to make any payment or give credit to
the Customer and its Users.
12. Third Party Services. Customer may elect to integrate or otherwise use in conjunction with the Service, any third party
services, products, apps and tools, including, without limitation, third party applications and widgets offered via the
Service (collectively, “Third Party Services”). Customer’s use of such Third Party Services, including without
limitation, the collection, processing and use of Customer’s Data by such Third Party Services, are subject to a separate
contractual arrangement between Customer and the provider of such Third Party Service. Notwithstanding anything in
this Agreement to the contrary, monday.com bears no responsibility and/or liability for any Third Party Services,
including without limitation, such Third Party Service’s operability or interoperability with the Service, security,
accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or
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monday.com – SaaS Agreement October 2020 CONFIDENTIAL
omissions by third parties.
13. Links and Third Party Tools. The Service may contain links to third party websites, including third party tools that are
not owned or controlled by monday.com. monday.com is not affiliated with, has no control over, and assumes no
responsibility for the content, privacy policies, or practices of, any third party websites or terms related to such third party
tools. Customer: (i) is solely responsible and liable for its use of and linking to third party websites, any content that it
may send or post to a third party website, and any use of such third party tools; and (ii) expressly releases monday.com
from any and all liability arising from its use of any third party website or third party tools. Accordingly, monday.com
encourages Customer to read the terms and conditions and privacy policy of each third party website that it may choose
to visit and terms and conditions related to use of any third party tools that it may use.
14. API Use. monday.com may offer an application programming interface that provides additional ways to access and use
the Service (“API”). Such API is considered a part of the Service and Customer may only access and use our API for
Customer’s internal business purposes, in order to create interoperability and integration between the Service and other
products, services or systems Customer uses internally. When using the API Customer should follow the relevant
developer guidelines. monday.com reserves the right at any time to modify or discontinue, temporarily or permanently,
Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications,
and Customer is solely responsible to ensure that Customer’s use of the API is compatible with the current version.
15. Third Party Open Source Components. Portions of the Service include third party open source components that are
subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms
and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third
party open source component. Notwithstanding anything in this Agreement to the contrary, monday.com makes no
warranty or indemnity hereunder with respect to any third party open source component. The following copyright
statements and licenses apply to discrete Service components that are distributed with various versions of the
monday.com products: Open Source List
16. Payments.
16.1. Subscription Fees. Customer’s access to and use of the Service is subject to Customer’s payment of the subscription fees (the “Subscription Fees”) set forth in the Proposal or an Order Form for the respective subscription period.
16.2. Payment processing. Customer agrees to provide monday.com updated, accurate and complete billing information, and authorizes monday.com (either directly by monday.com or through its affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account for all applicable Subscription Fees and if paid via credit card to store its credit card information on monday.com servers and/or on third parties ’payment processing providers systems. Customer’s payment via credit card may be processed through a third party payment processing service, as determined by monday.com at its sole discretion, and additional terms may apply to such payments.
16.3. Payment Terms. Unless indicated otherwise in the Proposal or Order Form, all amounts are stated and shall be paid in US dollars and are payable within thirty (30) days from the date of the invoice. Unless otherwise specified in the Proposal or Order Form, the Subscription Fees shall be billed on an annual basis for the respective subscription (each annual billing shall be referred to as a “Billing Cycle”), and the Subscription Fees for any Renewal Terms (as defined below) are based on monday.com’s then current prevailing rates on the first date of such respective Billing Cycle according to the subscription plan and number of Users selected upon renewal. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable.
16.4. Subscription Upgrade. Customer may upgrade its subscription plans to an upgraded plans and/or to higher Users ’tiers and/or plans in accordance with the commercially available plans and Users ’tiers, either by adding Users, changing the plan term or any other upgrade that is commercially available, during the applicable subscription period, either: (a) by providing monday.com with written notice specifying the requested upgrade; (b) by the Admin affecting the upgrade through the Service; or (c) executing a mutually agreed Order Form or Proposal for such upgrade (collectively, an “Upgrade”). Unless otherwise set forth in the applicable Proposal or
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monday.com – SaaS Agreement October 2020 CONFIDENTIAL
Order Form, upon any such Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees at monday.com’s then-current rates, which shall be prorated for the period remaining in the then-current Subscription Term.
16.5. Taxes. All Subscription Fees payable to monday.com are exclusive of applicable taxes (including without limitation VAT, withholdings or duties), and the Subscription Fees set forth in the Proposal or Order Form are the net amounts which monday.com shall be paid by Customer hereunder, following any such taxes, withholdings or duties. Customer shall be responsible for the payment of all taxes, withholdings and duties of any kind payable with respect to its subscription to the Service arising out of or in connection with this Agreement, other than taxes based on monday.com’s net income. In the event that Customer is required by applicable law to withhold taxes imposed upon Customer for any payment under this Agreement, the amounts due to monday.com shall be increased by the amount necessary so that monday.com receives an amount equal to the sum it would have received had Customer not made any withholding.
17. Warranty Disclaimer. NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
17.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN: (I) THE SERVICE IS PROVIDED ON AN “AS IS” “WITH ALL FAULTS” AND "AS AVAILABLE" BASIS AND MAY BE UPGRADED OR CHANGED FROM TIME TO TIME; AND (II) MONDAY.COM DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. MONDAY.COM WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SERVICE OR CUSTOMER’S INTERNET OR DATA SERVICES.
17.2. MONDAY.COM DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE.
17.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MONDAY.COM DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CUSTOMER; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CUSTOMER OBTAINS THROUGH THE SERVICE AND/OR THE SITES.
18. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
18.1. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MONDAY.COM, ITS AFFILIATES AND THIRD-PARTY PROVIDERS BE LIABLE FOR ANY: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS; AND/OR (V) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
18.2. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION SHALL APPLY: (I) EVEN IF MONDAY.COM, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED,
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monday.com – SaaS Agreement October 2020 CONFIDENTIAL
OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
18.3. IN ANY EVENT, MONDAY.COM’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THIS AGREEMENT SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO MONDAY.COM WITHIN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
19. Indemnification.
19.1. By monday.com. monday.com hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that Customer’s or its Users ’use of the Service within the scope of this Agreement infringes any copyright or trade secret of a third party. monday.com shall have no obligations or liability hereunder to the extent that the (i) alleged infringement is based on the Customer Data and any other content provided by Customer or its Users or to any events giving rise to Customer’s indemnity obligations (ii) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the claim would have been avoided by not doing such modification; and/or (iii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such claim would have been avoided without such combination. Without derogating from the foregoing defense and indemnification obligation, if monday.com believes that the Service, or any part thereof, may so infringe, then monday.com may in its sole discretion: (a) obtain (at no additional cost to Customer) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent functionality; or (c) if monday.com determines that the foregoing remedies are not reasonably available, then monday.com may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Subscription Fees paid for the unused and unexpired portion of the subscription period. This Section states monday.com’s entire liability and Customer’s exclusive remedy for infringement.
19.2. General. The defense and indemnification obligations of the indemnifying Party under this Section are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s defense of, or response to, such claim.
20. Term and Termination.
20.1. Term. Access to the Service is provided on a subscription basis for a set subscription term specified in the Proposal or the Order Form (the “Initial Term”). This Agreement shall become effective upon the Effective Date and shall automatically renew following the Initial Term for periods equal to the duration of the Initial Term and shall continue to automatically renew for as long as Customer has a valid subscription to the Service (each a “Renewal Term”, and together with the Initial Term, collectively, the “Subscription
Term”), unless either Party gives the other a sixty (60) day prior written notice of non-renewal of all underlying Accounts before the end of the relevant Subscription Term(s). For clarity, this Agreement shall continue for as long as Customer has a valid subscription to the Service and shall expire on the date of expiration or termination of all Subscription Terms for all underlying Accounts associated with Customer.
20.2. Termination for Cause. Either Party may terminate this Agreement with immediate effect if the other Party:
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monday.com – SaaS Agreement October 2020 CONFIDENTIAL
20.2.1.materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof; or 20.2.2.becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or takes any action to be so declared and the proceedings are not dismissed within forty-five (45) days.
20.3. Effect of Termination. 20.3.1. Upon termination of this Agreement, Customer shall, and shall cause its Users to immediately cease all access to and use of the Service. 20.3.2.Access to Customer Data. Upon termination or expiration of this Agreement, Customer’s access to its Account shall terminate. It is Customer’s responsibility to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account upon termination, monday.com may continue to store and host it until either Customer requests monday.com to delete the data or monday.com, at its sole discretion, deletes such Customer Data. During such period that the data has not been deleted, Customer shall still be able to make a limited use of the Service solely in order to export the Customer Data (the “Read-
Only Mode”), but monday.com is not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated, at any time, with or without notice to Customer, and subsequently, the Customer Data may be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of this Agreement. monday.com shall not have any liability either to Customer, nor to any User or third party, in connection thereto. monday.com reserves the right to permanently delete any Customer Data or other content that may be contained in Customer’s Account at any time following termination, and Customer agrees to waive any legal or equitable rights or remedies it may have against monday.com with respect to such Customer Data or other content that had been deleted. 20.3.3. Obligation to Pay. Except as otherwise specifically set forth in the Agreement, termination or cancellation of this Agreement for any reason shall not relieve Customer from its obligation to pay any outstanding payments due under this Agreement and Customer’s obligation to pay the Subscription Fees throughout the end of the applicable Subscription Term shall remain in full force and effect, and except for Termination for Cause by Customer in accordance with Section 20.2 above Customer shall not be entitled to a refund for any pre-paid Subscription Fees. In case of termination of the Account, cancellation will take effect at the end of the then-current Billing Cycle and Customer will not be charged for the subsequent Billing Cycle.
20.3.4. Survival. This Section 20.3 (Effect of Termination”) and Sections 5 (“Restricted Use”), 7 (“Privacy”), 8 (“Anonymous Information”), 10 (“Title and Ownership in the Service”), 11 (“Suggestions and
Feedback”), 16 (“Payments”, to the extent any amounts due hereunder remain payable), 17 (“Warranty Disclaimer”), 18 (“Limitation of Liability”), 19 (“Indemnification”), 21 (“Confidentiality”), 25 (“Independent Contractors”), 26 (“Assignment”), 27 (“Notice”), 28 (“Governing Law and Disputes”), 29 (“Order of Precedence”), 30 (“Export”) and 31 (“General”) shall survive termination of this Agreement.
20.3.5. Suspension. If monday.com reasonably determines that Customer is using the Service in a manner that violates laws, rules or regulations or AUP, imposes a security risk or is otherwise misused or creates an excessive burden above the anticipated standard of use as determined in monday.com’s sole reasonable discretion, monday.com may terminate this Agreement immediately or suspend Customer’s access to and use of the Service until such time as monday.com believes the issue has been resolved.
21. Confidentiality. All information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”), prior to or during the Subscription Term of this Agreement, whether in writing, orally or in any other
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
form which is not in the public domain (“Confidential Information”), shall be held in absolute confidence, and the Receiving Party shall take all reasonable and necessary safeguards (affording the Confidential Information at least the same level of protection that it affords its own information of similar importance) to prevent the disclosure of such Confidential Information to third parties. In addition, the Receiving Party will limit its disclosure of the Confidential Information to employees, affiliates and consultants with a “need to know” and only in the context of such employees’, affiliates and consultants ’fulfillment of their duties under this Agreement, and further provided that such employees, affiliates and consultants have a signed confidentiality agreement with the Receiving Party with terms and conditions no less protective of the Confidential Information than the terms under this Agreement, and that the Receiving Party shall remain liable for any breach of the terms herein by any of its employees, affiliates and consultants. The provisions of this paragraph shall survive termination or expiration of this Agreement, for any reason whatsoever. It is agreed that the Confidential Information shall not include information that is publicly available or becomes known to the general public through no act or omission of the Receiving Party in breach of this Agreement. It is further agreed that the Receiving Party may disclose any information pursuant to a court order, provided the Receiving Party, to the extent legally permissible, notifies the Disclosing Party of such order and uses reasonable efforts to limit such disclosure to the maximum extent permitted.
22. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential Information may cause irreparable
injury that is inadequately compensable by monetary damages. Accordingly, and notwithstanding Section 28, either Party
may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of Section 21
(“Confidentiality”) in addition to any other remedies in law or equity.
23. Disclosure. monday.com reserves the right to access, read, preserve, and disclose any information that it obtains in
connection with the Service as necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena,
governmental request, resolving a dispute or enforcing this Agreement, (ii) detect, prevent, or otherwise address fraud,
security or technical issues, and/or (iii) respond to Customer's support requests.
24. Reference Customer. monday.com may use Customer’s name and logo on its website and in its promotional materials to state that Customer is a customer of monday.com and its Service.
25. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither Party may make, or undertake, any commitments or obligations on behalf of the other.
26. Assignment. This Agreement and any rights or obligations hereunder: (i) may not be transferred or assigned by Customer without the prior written consent of monday.com; but (ii) may be transferred or assigned by monday.com without the Customer’s prior written consent. Subject to the foregoing conditions, this Agreement shall be binding upon and benefit each Party and its respective assigns. Any prohibited assignment shall be null and void.
27. Notice. All notices or reports permitted or required under this Agreement shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by fax, electronic mail, or through the Service in the case of notices by monday.com and shall be deemed effective (a) if mailed, five (5) business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via fax, electronic mail or through the Service in the case of notice by monday.com, upon transmission and the earlier of (i) electronic confirmation of receipt; or (ii) on the first business day following transmission.
28. Governing Law and Disputes. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Israel. Each party irrevocably agrees that the courts of Tel Aviv-Jaffa, Israel, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
29. Order of Precedence. In the event of any conflict or discrepancy by and among this Agreement, its exhibits and any other document referred to herein, such conflict or inconsistency shall be resolved by giving precedence in the following order, unless explicitly indicted otherwise in writing, by the Parties:
29.1. The DPA insofar as it refers to Processing of Personal Data (as such terms are defined in the DPA) and the Privacy Policy insofar as it refers to Personal Data that monday.com collects, receives and stores about individuals in connection with the Service (as such terms are defined in the Privacy Policy);
29.2. This Agreement excluding its Exhibits;
29.3. The other Exhibits under this Agreement, including the Order Form; and
29.4. Any other online document incorporated into this Agreement, including the SLA and AUP.
30. Export. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the “Export
Controls”), and Customer acknowledges and confirms that (i) Customer is not located in or will use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is not organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine); (iii) Customer is not identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons; (iv) Customer is not otherwise the target of U.S. sanctions; (v) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data related to Customer’s use of the Service and/or Customer Data; (vi) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder; and (vii) Customer shall comply with all applicable laws related to its use of the Service.
31. General. The headings used in this Agreement are for convenience only and shall in no case be considered in construing this Agreement. The exhibits attached hereto is incorporated herein by this reference. Any purchase order entered into between the parties shall be deemed to incorporate the terms of this Agreement. If a purchase order contains terms that purport to modify or supplement the terms of this Agreement then those purchase order terms shall have no force or effect, unless expressly agreed to in writing by both parties. This Agreement: (i) comprises the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior understandings, oral and written, between the parties relating to the subject matter of this Agreement; and (ii) may only be modified by a writing that is mutually signed by both parties. Except for each Party’s payment obligations hereunder, neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, global pandemic, war, terrorism, and governmental action. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. No failure or delay in exercising any right hereunder by either Party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. This Agreement may be executed: (a) in counterparts, both of which taken together shall constitute one single Agreement between the parties; and (b) via facsimile or electronic copy, and a facsimile or electronic copy of either Party’s signature shall be deemed and be enforceable as an original thereof.
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives to be effective as of the Effective Date.
monday.com Ltd. Customer: Pitkin County, CO Signature: _________________ Signature: _________________ Name: _________________ Name: _________________ Title: _________________ Title: _________________ Date: _________________ Date: _________________
Pitkin County Manager Approval Pitkin County Attorney Approval for Use Signature: _________________ Signature: _________________ Name: _________________ Name: _________________ Title: _________________ Title: _________________ Date: _________________ Date: _________________
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
Exhibit A - Proposal
SERVICE DESCRIPTION monday.com work operating system platform, on a software as a service (SaaS) basis, under the plan described below, and the number of users defined below.
Plan Type ☐ Basic ☐ Standard ☐ Pro ☒ Enterprise
Enterprise Plan description: Workspaces, Private boards, Dashboards, Detailed activity stats, Google authentication, Single sign-on, Two-factor authentication, SCIM provisioning, Advanced account permissions, Reporting, Pivot tables, Time tracking, Resource planning, 5 year audit log, GDPR compliance, HIPAA compliance, 99.9% SLA, Onboarding & Consulting
Number of subscribed user licenses 150
Number of Guest licenses UNLIMITED
Storage Limit ☐ 5 ☐ 50 ☒ 1000
SERVICE SUBSCRIPTION FEES
Subscription Fees $45,900 annually
Billed Annually
Payment terms Check by Mail, 30 days
CUSTOMER DETAILS Company name Pitkin County Company Address 530 E Main St. Aspen, CO 81611 Company registration number 98-02624
BILLING INFORMATION Billing address 530 E Main St. Aspen, CO 81611 Contact Name for Invoices Carrie Fleischman
Pitkin Contract #: 134.21 Budget Code: 10022100.531500
monday.com – SaaS Agreement October 2020 CONFIDENTIAL
Contact Phone for Invoices 970-319-2513 Contact Email Address for Invoices carrie.fleischman@pitkincounty.com
SUBSCRIPTION TERM Initial Term (in months)* *commences on the Effective Date unless such other activation date for Customer Account is mutually agreed in an Order Form or by the parties in writing
January 5, 2023 – January 4, 2024
ADDITIONAL TERMS
Certificate Of Completion
Envelope Id: B4DE0D364BE44467B340F98EBB847EAB Status: Completed
Subject: Monday.com | Pitkin County Contract 134.21 A for Review and Signature
Source Envelope:
Document Pages: 15 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 65.38.144.66
Record Tracking
Status: Original
2/15/2023 9:18:41 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Carrie Fleischman
Carrie.Fleischman@PitkinCounty.com
Director of Information Technology
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.166.60.25
Sent: 2/15/2023 9:20:22 AM
Viewed: 2/15/2023 11:25:35 AM
Signed: 2/15/2023 11:25:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ann Driggers
ann.driggers@pitkincounty.com
Finance Director, Treasurer, and Public Trustee
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.170.199.68
Sent: 2/27/2023 1:37:47 PM
Viewed: 2/28/2023 3:26:51 PM
Signed: 2/28/2023 3:30:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Phylis Mattice
phylis.mattice@pitkincounty.com
Deputy County Manager
Signing Group: County Manager Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.198.131.252
Signed using mobile
Sent: 2/28/2023 3:30:42 PM
Viewed: 2/28/2023 4:52:07 PM
Signed: 2/28/2023 4:52:35 PM
Electronic Record and Signature Disclosure:
Accepted: 2/28/2023 4:52:07 PM
ID: 83098fcc-56e2-422b-a079-bf5926596e3c
Company Name: Pitkin County, Colorado
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
kara silbernagel
kara.silbernagel@pitkincounty.com
Deputy County Manager
Pitkin County Colorado
Security Level: Email, Account Authentication
(None)
Sent: 2/27/2023 1:37:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Manager
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 2/28/2023 4:52:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 2/28/2023 4:52:41 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/15/2023 9:20:22 AM
Certified Delivered Security Checked 2/28/2023 4:52:07 PM
Signing Complete Security Checked 2/28/2023 4:52:35 PM
Completed Security Checked 2/28/2023 4:52:41 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Phylis Mattice
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
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withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
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electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.