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<br /> <br />visionLiveTM Subscription Services Agreement <br />Vision Internet Providers <br />Account Terms and Conditions <br /> <br />These Terms and Conditions, and any addendum attached hereto, represents the complete agreement and <br />understanding (“Agreement”) between Vision Technology Solutions, LLC DBA Vision Internet Providers <br />("Vision Internet"), a Delaware Limited Liability Company, and CITY OF REDWOOD CITY, California <br />(the "Client"), and supersedes any other written or oral agreement with regard to the Subscription Services <br />provided for herein. Client and Vision Internet are sometimes individually referred to as “Party” and <br />collectively as “Parties.” <br /> <br />1. Ongoing Service Provisions <br />Pursuant to the terms herein, Vision Internet agrees to provide Hosting Services, Upgrade Services, and <br />Support Services (collectively "Subscription Services") as provided below for the Client's website, which <br />utilizes Vision Internet's Vision Content Management System (“VCMS”) developed under a prior or <br />concurrent agreement by and between Vision Internet and Client (“Website Development Services <br />Agreement”). To the extent that the Website Development Services Agreement conflicts with this <br />Agreement with respect to the Subscription Services, then the terms and conditions of this Agreement shall <br />supersede and replace any and all conflicting provisions of such prior agreement. Vision Internet will <br />provide Subscription Services to the Client in exchange for payment of fees and compliance with the terms <br />and conditions of this Agreement. Subscription Services include the following: <br /> <br />(a) Hosting Services <br />Vision Internet will provide shared website hosting on a Microsoft Windows Server and <br />shared database hosting on a Microsoft SQL Server for one (1) unique VCMS website <br />designated by Client (“Website”). Vision Internet’s web hosting standards shall conform <br />to the following requirements: <br /> <br />• Website Uptime. The Website shall be generally accessible to the public via the <br />Internet on the shared servers operated by Vision Internet 99.9% of the time seven <br />days a week, twenty four hours a day, measured on a monthly basis, excluding <br />service interruptions cause by force majeure or scheduled periodic maintenance of <br />servers. Vision Internet shall provide at least one week advance written notice of <br />any scheduled maintenance. <br />• Security. Vision Internet shall prevent unauthorized access to any shadow site <br />created hereunder, or to any other restricted areas of the Website and any databases <br />or other sensitive material generated from or used in conjunction with the Website; <br />and Vision Internet shall notify the Client of any known security breaches or holes. <br />• Daily Backup: Vision Internet shall generate daily backups of the entire Website <br />and the entire site database and keep two weeks of daily backups at all times. Data <br />shall be backed up by both FTP to an off-site storage location and by tape backup. <br />• Restoration: In the event of a Website crash, Vision Internet shall restore the <br />Website back to its condition as it existed at the day of the most recent backup. <br /> <br />(b) Upgrade Services <br />Vision Internet will provide Upgrade Services which include: <br />• Enhancements to the backend VCMS functionality. <br />• Enhancements to the Included Interactive Components that were <br />developed under the Website Development Services Agreement or other <br />prior agreement entered into by and between Vision Internet and Client. <br />ATTY/AGR/2014.177/VISIONLIVE TM SUBSCRIPTION SERVICES AGR <br />REV: 09-16-14 GK & PT <br />Page 1 of 11 <br />7.1.G. - Page 30