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HomeMy WebLinkAbout25-284 - Contract - Advent Financial Systems, LLC - Diversion Manager SoftwareDocusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 25-284 Subscription Agreement Council Approval N/A THIS SUBSCRIPTION AGREEMENT ("Agreement") made and entered into this 21st day of August, 2025, by and between Advent Financial Systems, LLC, a Kentucky limited liability company, 400 Ring Road, Suite 171, Elizabethtown, Kentucky 42701 ("Advent"), and The City of Tukwila whose address is 6200 Southcenter Blvd Tukwila, WA 98188 ("Subscriber"). WHEREAS, Advent owns and maintains a software program designed to aid Prosecutors, Courts, and other appropriate law enforcement agencies with operating an online alternative resolution program called Diversion Manager. The Advent Diversion Manager platform includes a fulfillment service, access to an online offense specific education library (herein referred to as "eLearning"), an online tracking and monitoring platform, and payment processing functionality. All educational programs that are automatically made available to the Subscriber via Diversion Manager can be found in Exhibit A (herein referred to as the "Service"). WHEREAS, Diversion Manager is available online; and WHEREAS, the Subscriber desires to subscribe to and avail itself of the Diversion Manager platform. NOW, THEREFORE, in consideration of the mutual covenants and promises herein provided, the parties agree as follows: 1. License Grant & Restrictions (a) Advent hereby grants to Subscriber a non-exclusive, non -transferable, right to use the Service, solely for the Subscriber's internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Subscriber are reserved by Advent and its licensors. Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any of its content in any way; (ii) modify or make derivative works based upon the Service or its content; (ill) create Internet "interfaces" to the Service or "frame or "mirror" any content on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Subscriber will be authorized to grant User licenses to employees and authorized personnel, the number of which is established in Exhibit A. Such User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 Subscriber may use the Service only for its internal purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate third party privacy rights; (ill) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or (v) attempt to gain unauthorized access to the Service or its related systems or networks. (b) Advent shall provide to Subscriber the support ("Support") as set forth on Exhibit B attached hereto and made a part hereof. 2. Fees and Payment Processing (a) Subscriber shall pay (i) an annual subscription fee for use of the Diversion Manager platform ("Subscription Fee"). If Subscriber utilizes Advent's eLearning programs which may be paid for by the Subscriber or Subscriber's users, a per course fee will be charged. Both the subscription fee and course fee, if applicable shall be set forth on Exhibit A. Subscriber can operate an agency funded program, whereby Advent will invoice the Subscriber on a monthly basis for services rendered as set forth on Exhibit A or directly paid by the Subscriber's users. Advent reserves the right to modify its fees and charges and to introduce new charges at any time, upon no less than thirty (30) days prior notice to Subscriber, which notice may be provided by email or written notice. Subscriber shall have the right to terminate this Agreement at any time upon no less than ninety (90) days prior by email or written notice to Advent. (b) Subscriber appoints Advent as its third -party payment processor for collection of the fees set forth on Exhibit A for Subscriber's users. Subscriber agrees to assist Advent in collecting any chargeback losses. If disbursements are made to the client by Advent, Subscriber agrees that funds will be held on account until disbursement at the beginning of the month. Subscriber agrees that they are responsible for any losses that may occur, including Advent's right to deduct chargeback losses from future disbursements to Subscriber. 3. Privacy & Security; Disclosure Diversion Manager is audited and certified for Level 3 Payment Card Industry Data Security Standards (PCI -DSS). Attestation of compliance available to Subscriber upon request. Subscriber is the data controller, and Advent makes no warranty about the protection of privacy of consumers using the Diversion Manager platform at the request of the Subscriber. It is the responsibility of the Subscriber to ensure that their use of the Platform meets all legal requirements set forth herein. Subscriber agrees that Advent Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 can disclose that Subscriber uses Diversion Manager and can disclose which edition of Diversion Manager that Subscriber is currently using. 4. Subscriber Responsibilities Subscriber is responsible for all activity occurring under its User licenses/ID's referred to in Exhibit A and shall abide by all applicable local, state, and national laws in connection with Subscriber's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Subscriber shall: (i) notify Advent immediately of any unauthorized use of any password or account or any other known or suspected breach of security, (ii) report to Advent immediately and use reasonable efforts to immediately cease any copying or distribution of content that is known or suspected by Subscriber or Subscriber's office staff, and (iii) not impersonate another Advent Subscriber or provide false identity information to gain access to or use the Service. 5. Account Information and Data Subscriber shall have sole responsibility for the accuracy of any data, information or material that Subscriber submits to the Service in the course of using the Service ("Customer Data"). Subscriber shall be further responsible for the quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use such Customer Data. 6. Intellectual Property Ownership Advent (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to Advent's technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or any other party relating to the Service. This Agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Service, Advent's technology or the Intellectual Property Rights owned by Advent. The Advent name, the Advent logo, and the product names associated with the Service are trademarks of Advent or third parties, and no right or license is granted to use them. 7. Term The license granted to the Subscriber under this Agreement will remain in effect for thirty-six (36) months. After the initial 36 -month term, the license shall automatically continue thereafter for annual periods until either party gives the other party a ninety (90) day notice of termination. Subscriber shall have the right to terminate this Agreement at any time upon no less than ninety (90) days prior by email or written notice to Advent. 8. Termination for Cause Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 During the term of this Agreement, any unauthorized use of Advent's technology or Service will be deemed a material breach of this Agreement. Advent, in its sole Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 discretion, may terminate Subscriber's password and use of the Service if Subscriber breaches or otherwise fails to comply with this Agreement. If Subscriber determines that Advent has breached this Agreement by reason of its failure to perform the Service as herein provided, and if Advent fails to cure such breach within thirty (30) days following written notice from Subscriber describing such breach, the Subscriber shall have the right to terminate this Agreement for cause. Advent acknowledges that the information provided to Advent is sensitive and confidential and that employees of Advent who have access to the Subscriber's information must meet high standards of honesty and integrity. Advent grants to the Subscriber the right to examine the personnel records of the employees of Advent as may be reasonably requested by the Subscriber on the condition that the Subscriber maintains the confidentiality of such records. If the Subscriber determines that any employee of Advent does not meet the high standards of honesty and integrity required by the Subscriber and if, after notice, Advent fails, within thirty (30) days thereof, to protect the Subscriber's information from such employee, the Subscriber may terminate this Agreement for cause. 9. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Advent represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Advent help documentation under normal use and circumstances. Advent represents that it bonded with a good and reliable insurance company for coverage up to $250,000. Subscriber represents and warrants that Subscriber has not falsely identified itself nor provided any false information to gain access to the Service and that the billing information is correct. 10. Internet Delays Advent's Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Advent is not responsible for any delays, delivery failures, or other damage resulting from such problems. 11. Governing Law; Remedies This Agreement has been executed in the State of Washington and this Agreement shall be governed by Washington law and controlling United States federal law, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the King County Superior Court, located in Seattle, Washington . Docusign Envelope ID: CD07B020-3F29-465D-91A9-A8EC3F8E9243 12. Local Laws and Export Control This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. Subscriber and its users acknowledge and agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated National or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Subscriber agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re- export as may be required. 13. Miscellaneous If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Subscriber and Advent as a result of this agreement or use of the Service. The failure of Advent to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Advent in writing. This Agreement comprises the entire agreement between you and Advent and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. ADVENT: SUBSCRIBER: Advent Financial Systems, LLC DocuSigned by: By: Title: President City of Tukwila By- [Signed by: A _V Marty ine Title: City Administrator Date: 8/25/2025 Date: 8/25/2025 Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 Exhibit A Subscription & Fee Schedule Advent Financial Systems, LLC Services 1. Subscription Fee schedule: $3,000 to be paid annually for 3 years, to be paid by the City of Tukwila. 2. Per unit fee for courses, payment processing and other services within Diversion Manager to be paid by Diversion participants. Diversion Manager Online application to manage alternative resolution programs o Pricing Schedule of Education Programs: ■ Victim Impact Panel $35 ■ Traffic Safety $40 ■ Defensive Driving $50 ■ Alcohol & Substance Abuse $75 ■ Anger Management $75 ■ Animal Care $75 ■ Boating and Outdoor Safety $75 ■ Bullying Issues (Juvenile) $75 • Conflict Resolution (Juvenile) $75 ■ Corrective Thinking $75 ■ Financial Crimes $75 • Firearms Responsibility $75 • Harassment $75 ■ Hunting Responsibility $75 • Impaired Driving $75 ■ Life Skills $75 ■ Marijuana & THC $75 ■ Parenting $75 ■ Prostitution (John School) $75 Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 ■ Revenge Porn $75 • Sexting (Juvenile) $75 • Shoplifting $75 ■ Theft $75 ■ Underage Alc. & Subst. $75 ■ Alcohol & Substance Abuse (Level 11) $120 ■ Anger Management (Level 11) $120 • Impaired Driving (Level 11) $120 • Marijuana Education (Level 11) $120 ■ Theft (Level 11) $120 • Underage Alc. & Subst. (Level 11) $120 o Services: ■ Program Fee $20 ■ Custom External Upload Unit $20 Docusign Envelope ID: CD07B020-3F29-465D-9l A9-A8EC3F8E9243 Exhibit B Support • Telephone callback support. • Email support. • Chat support. • Support within business operating hours. Advent Requirements Advent Provider responsibilities and/or requirements in support of this Agreement include: • Meeting response times associated with service -related incidents. • Appropriate notification to Client for all updates. Service Availability Coverage parameters specific to the service(s) covered in this Agreement are as follows: • Support: 8:00 A.M. to 8:00 P.M. Monday — Friday, Eastern time • Tickets received out of office hours will be collected, however, no action can be guaranteed until the next working day • Support may be delivered via telephone, email, or chat. Service Requests In support of services outlined in this Agreement, Advent will respond to service -related incidents and/or requests submitted by the Customer within the following time frames: • 0-4 hours (during business hours) for support cases classified as High priority. • Within 8 hours for support cases classified as Medium priority. • Within 2 working days for support cases classified as Low priority. Support Ticketing Support requests are logged by contacting Advent Client Services at 866-203-2807 or to help@adventfs.com during business hours.