"LogMeln Group" means LogMeln and its Affiliates engaged in the Processing of Personal Data in connection with providing the Services to Customer.
"Party" or "Parties" means either the applicable Customer or LogMeln entities) individually, or together the Parties, who have entered into the Agreement and this DPA.
"Personal Data" means any information relating to: (i) an identified or identifiable natural person (e.g., a Data Subject or Consumer); and/or (i) an identified or identifiable legal entity (e.g., a household under CCPA), in each case, where such information is maintained on behalf of the Controller by the Processor within its Services environment and is protected similarly as personal data, personal information, or personally identifiable information under Data Protection Laws and Regulations "Processing" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. "Processor" means the entity which Processes Personal Data on behalf of the Controller, including, as applicable, any "Service Provider" as the term is defined by the CCPA.
"Security and Privacy Operational Controls" means the applicable technical and organizational measures defined in the Security and Privacy Operational Controls (SPOC) documentation located in Schedule 4 of this DPA. "Standard Contractual Clauses" means the standard contractual clauses, also known as "SCCs," attached to the European Commission's Implementing Decision (EU) 2021/914 found at https://eur-lex.europa.e/eli/decimpi/2021/914/oj. "Sub-processor" means any Processor engaged by LogMeln to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA or a member of the LogMeln Group. 'Supervisory Authority" means an independent public authority established under applicable law to oversee compliance with Data Protection Laws and Regulations.
2. PROCESSING OF PERSONAL DATA
2.1 Roles of the Parties. The Parties agree that with regard to the Processing of Personal Data by LogMeln on behalf of Customer, Customer is the Controller, LogMein and members of the LogMeln Group are the Processors or Sub-processors (as the case may be), and that LogMeln and/or members of the LogMeln Group will engage Sub-processors as further detailed in Section 5 (Sub-processors) below. For the avoidance of doubt, the LogMein entity serving as Processor has been identified in the introductory (first) paragraph of this DPA and the other members of the LogMeln Group which serve as Sub-processors are identified in the Affiliate Sub-processor Disclosure referenced in the attached Schedule 1.
2.2 Customer's Responsibilities. When using the Services, Customer shall Process Personal Data in accordance with Data Protection Laws and Regulations, including maintaining lawful basis (e.g., consent) and rights to use and provide Persona Data, as part of Customer Content. Customer's instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations.
2.3 LogMeln's Responsibilities. LogMein shall treat Customer's Personal Data in a confidential manner, consistent with Section 6 of this DPA, and shall only Process Personal Data on behalf of and in accordance with Customer's documented instructions, which are deemed given, for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Forms); (i) Processing initiated by users in their use of the Services; and ii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement. As required under Article 28 of the GDPR, to the extent such Processing of Personal Data includes transfers of Personal Data to a third country or an international organization as legally required by European Union or Member State law to which LogMeln is subject, LogMeln shall inform the Customer of that legal requirement before initiating Processing, unless the applicable European Union or Member State law prohibits such information on important
2.4 Processing Details. The categories of Data Subjects, categories of Personal Data transferred, sensitive data transferred (if applicable), frequency of the transfer, nature and purpose of Personal Data transfer and Processing, retention of Personal Data, and subject matter of the Processing are specified in Schedule 2 (Description of the Transfer) to this DPA.
3. RIGHTS OF DATA SUBJECTS
Unless legally prohibited from doing so, LogMeln shall promptly notify Customer and/or direct the applicable Data Subject to
4. LOGMEIN PERSONNEL
LogMeln shall ensure that its personnel engaged in the Processing of Personal Data are: (a) informed of the confidential nature of the Personal Data and have executed written confidentiality agreements; (b) have received appropriate training on their responsibilities, specifically pertaining to security and privacy measures; and (c) only have access to Personal Data to the extent reasonably determined to be necessary in order to perform any obligations, responsibilities, or duties as further specified in this DPA and the Agreement. Further, to the extent permitted by applicable law, LogMeln shall ensure that the confidentiality obligations specified in this Section 4 shall survive the termination of the personnel engagement.
5. SUB-PROCESSORS
5.1 Appointment of Sub-processors. Customer acknowledges and agrees that: (a) LogMeln's Affiliates may be retained as Sub- processors; and (b) LogMeln and its Affiliates may engage third-party Sub-processors in connection with the provision and operation of the Services. Prior to engaging any Sub-processors (whether a third-party or LogMeln Affiliate), LogMeln or a LogMeln Affiliate shall carry out appropriate due diligence on the Sub-processor and enter into a written agreement with each Sub-processor which provides for sufficient guarantees from the Sub-processor to implement appropriate technical and organizational measures containing the same level of data protection obligations with respect to the protection of Customer Content in such a manner that the processing will meet the requirements of applicable Data Protection Laws and Regulations.
5.2 Current Sub-processors and Notice of New Sub-processors. Customer approves the Sub-processors referenced in Schedule 1 of this DPA. LogMeln or a LogMeln Affiliate may remove, replace or appoint suitable and reliable (further) Sub- processors at its own discretion in accordance with this Section 5.2 and Section 5.3. LogMeln's most up-to-date list of Sub- processors utilized for the Services and their geographic location ("Sub-processor Disclosure") may be found at LogMeln's Irust and Privacy Center (also accessible via www.logmein.com/trust under the "Product Resources" tab). LogMeln shall inform Customer of any new Sub-processors by providing an updated disclosure on its Trust and Privacy Center www.logmein.comt/trust as well as via e-mail no less than fifteen (15) business days before authorizing such Sub-processors) to Process Personal Data in connection with the provision of the applicable Services. To enable receipt of such e-mail notifications, Customer may subscribe here (also available at https://p.logmeininc.com/sub-processor-preference.html).
5.3 Objection Rights. Customer may, in good faith, reasonably object to LogMeln's or LogMeln Affiliate's use of a new Sub- processor by notifying LogMeln promptly in writing (e-mail acceptable) within fifteen (15) business days after LogMein's notice in accordance with the mechanism set out in Section 5.2. Such notice shall explain the Customer's good faith, reasonable grounds for the objection. In the event Customer objects to a new Sub-processor, LogMeln will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If the Parties are unable to resolve such objection or LogMeln is otherwise unwilling to resolve or make available such change within a reasonable period of time, Customer may terminate the applicable Order Form(s) with respect to those Services which cannot be provided by LogMeln without the use of the objected-to new Sub- processor by providing written notice to LogMeln. LogMeln will refund Customer any prepaid, unused, fees covering the remainder of the term of such Order Forms) following the effective date of termination solely with respect to such terminated Services, without imposing a penalty for such termination on Customer.
5.4 Liability. LogMeln shall be liable for the acts and omissions of its Sub-processors to the same extent LogMeln would be liable if performing the applicable Sub-processor services directly under the terms of this DPA.
6. SECURITY
6.1 Protection of Customer Content. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, LogMeln shall implement and maintain appropriate technical and organizational measures for protection of the security (including protection against a Security Incident, as defined below), confidentiality, and integrity of Customer Content, as set forth in the applicable Security and Privacy Operational Controls (Schedule 4). LogMeln regularly monitors compliance with these measures and will not take any action to, intentionally or negligently, materially decrease the overall security of the Services during a subscription term.
6.2 Third-Party Certifications and Audits. LogMeln shall make available to the Customer all information necessary to demonstrate compliance with its obligations under applicable Data Protection Laws and Regulations by making available, upon Customer's request and no more than once annually: (a) any written technical documentation that LogMeln makes available or generally provide to its customer base; and (b) information regarding LogMeln's compliance with the obligations in this DPA, in the form of applicable third-party certifications and/or audits [including those specified in the applicable Security and Privacy Operational Controls available on LogMeln's Trust and Privacy Center (also accessible via www.logmein.com/trust under the "Product Resources" tab)]. Where required under Data Protection Laws and Regulations, the preceding may also include relevant information and documentation about LogMeln's Sub-processors, to the extent such information is available and may be distributed by LogMeln. Should additional audit activities be deemed reasonably necessary, for example if there is: (i) a requirement under Data Protection Laws and Regulations; (i) a Security Incident; iii) a material adverse change or reduction to
the relevant data protection practices for LogMeln's Services; and/or (iv) a breach of the material terms of this DPA, Customer may contact LogMeln to request an audit by the Customer directly or another auditor appointed by the Customer of the procedures relevant to the protection of Personal Data under this DPA. Before the commencement of any such audit, Customer and LogMeln shall mutually agree upon the scope, timing, duration, and/or reimbursable expenses if any and solely to the extent permitted by Data Protection Laws and Regulations) of the audit. Customer shall: (a) promptly provide LogMeln with information regarding any non-compliance discovered during the course of an audit; and (b) use best efforts to minimize interference with LogMeln's business operations when conducting any such audit.
6.3 Data Protection Impact Assessment. If, pursuant to Data Protection Laws and Regulations, Customer is required to perform a data protection impact assessment, prior consultation with a Supervisory Authority having appropriate jurisdiction, privacy impact assessment, or the equivalent construct, in connection with their use of the Services provided by LogMeln under this DPA, LogMeln shall provide reasonable cooperation and assistance to Customer in helping to fulfill these obligations, to the extent such information is available to LogMeln.
7. NOTIFICATIONS REGARDING CUSTOMER CONTENT
LogMeln maintains security incident management policies and procedures, as further specified in the Security and Privacy Operational Controls, and shall notify Customer, without undue delay, of any actual breach of its security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content, including any Personal Data therein, transmitted, stored or otherwise Processed by LogMeln or its Sub-processors of which LogMeln becomes aware (a "Security Incident"). Notification provided under this Section 7 shall not be interpreted or construed as an admission of fault or liability by LogMeln. LogMein shall make reasonable efforts to identify the cause of such Security Incident and take those steps as LogMeln deems necessary and reasonable in order to remediate the cause of such a Security Incident to the extent the remediation is within LogMeln's reasonable control. Additionally, LogMeln shall provide Customer with relevant information about the Security Incident, as reasonably required to assist the Customer in ensuring Customer's compliance with its own obligations under Data Protection Laws and Regulations, such as to notify any Supervisory Authority or Data Subject in the event of a Security Incident.
8. DELETION AND RETURN OF CUSTOMER CONTENT
Following the termination or expiration of the Customer's Agreement, the Customer's discontinuation of the use of their LogMeln account (whether free or paid), or earlier upon Customer's written request, LogMeln shall delete and make irretrievable Customer Content, including any Personal Data therein, unless European Union law or Member State law requires or permits further storage of such Customer Content and/or other Personal Data. Automatic data retention periods shall be in accordance with the procedures and timeframes specified in the applicable Security and Privacy Operational Controls. LogMeln shall certify the deletion of Customer Content and, upon request, shall provide proof of such certification. Additionally, upon Customer's written request, LogMeln shall either return, or otherwise direct Customer on how to conduct a self-service data export (where available), any Customer Content or other Personal Data retained by LogMeln to Customer or Customer's representatives.
9. LIMITATION OF LIABILITY
Each Party's and all of its Affiliates' liability, in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and LogMeln, whether in contract, tort or under any other theory of liability, is subject to the 'Limitation of Liability' section of the Agreement, and any reference to the liability of a Party means the total liability of that Party and all of its Affiliates under the Agreement and all DPAs together.
10. EUROPEAN-SPECIFIC PROVISIONS
The following provisions shall apply to the extent that: (i) Customer is located in the European Union/European Economic Area; or (i) is located outside of the European Union/European Economic Area but remains subject to the GDPR:
10.1 GDPR. To the extent LogMeln Processes Personal Data on behalf of Customer, it shall do so in accordance with the requirements of GDPR directly applicable to LogMeln in the provision of its Services.
10.2 Standard Contractual Clauses. The Standard Contractual Clauses shall apply in addition to the DPA for any transfers of Personal Data under this DPA from the European Union, the European Economic Area, and/or Switzerland to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories. The Standard Contractual Clauses, pursuant to this Section 10.2, shail be structured as follows: (i) Module Two (Controller to Processor) terms shall apply and Modules One, Three, and Four shall be deleted in their entirety; (ii) Clause 7 shall be deleted in its entirety and the Parties may add additional entities to this DPA by executing an additional DPA, as made available at www.logmein.com/legal; (iii) in Clause 9, Option 2 shall apply (as detailed in Section 5 of this DPA); (iv) in Clause 11, the optional independent dispute resolution body that LogMein makes available to Data Subjects at no cost is provided through TrustArc, a third-party privacy firm, at https://feedback-form.truste.com/watchdog/request; (v) in Clause 17, Option 1 shall apply and the Standard Contractual Clauses shall be governed by Irish law; (vi) in Clause 18(b), disputes shall be resolved before the courts of Ireland; and (vii) the Annexes of the EU Standard Contractual Clauses shall be populated with the information set out in the Schedules to this DPA.
10.3 Alternative Data Transfer Mechanism. For the avoidance of doubt, should the transfer mechanism identified in Section 10.2 be deemed invalid by a Supervisory Authority or court with applicable authority, the Parties shall endeavor in good faith to negotiate an alternative mechanism (if available and required) to permit the continued transfer of Personal Data.
11. CALIFORNIA CONSUMER PRIVACY ACT (CCPA)
For Customers and/or Data Subjects who are residents of the State of California, LogMeln shall not: (a) sell any Personal Data; or (b) receive any Personal Data as consideration for any services or other items provided or performed by LogMeln as a Service Provider under this Agreement. LogMeln shall not collect, retain, share or use any Personal Data except as necessary for a business purpose pursuant to a written contract (i.e., to provide and operate the LogMeln services) and subject to the restrictions specified in Section 1798.140 (V) of the CCA. LogMeln agrees to refrain from taking any action that would cause any transfers of Personal Data to or from Customer to qualify as "selling personal information" under the CCA or any other similar applicable privacy laws.
12. APEC PRIVACY RECOGNITION FOR PROCESSORS
LogMeln and the LogMeln Group have obtained the Asia-Pacific Economic Cooperation (APE") Privacy Recognition for Processors ("PRP") certification and shall Process Personal Data, where applicable, in accordance with the obligations and responsibilities of a Processor under the APEC Privacy Framework.
13. BRAZILIAN GENERAL DATA PROTECTION LAW (LGPD)
For Customers and/or Data Subjects who are residents of the Federal Republic of Brazil, LogMeln shall, where applicable: (a) provide its Services under the express obligations imposed by the LPD on a Data Processor for the benefit of a Data Controller; and (b) as required under Articles 33 through 36 of the GPD, transfer Personal Data on the basis of the Standard Contractual Clauses, as modified in accordance with the LGPD
14. INTERNATIONAL TRANSFERS
For applicable jurisdictions outside of the European Economic Area, the Standard Contractual Clauses and/or standard contractual clauses that may be approved by a European Commission decision shall be utilized where required and/or permitted for the lawful transfer of Personal Data, provided that such terms shall be amended to align with Data Protection Laws and Regulations, as well as to reflect the appropriate LogMeln contracting entity, choice of law, and location of disputes.
15. LEGAL EFFECT AND CONFLICT
This DPA shall become legally binding between Customer and LogMeln upon execution of the Agreement. Once effective, this DPA shall be incorporated into and form part of the Agreement or applicable Order Form. For matters not addressed under this DPA, the terms of the Agreement apply. With respect to the rights and obligation of the Parties vis-à-vis each other, in the event of a conflict between the terms of the Agreement and this DPA, the terms of this DPA will control. In the event of a conflict between the terms of the DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.
List of Schedules:
Schedule 1: Approved Sub-Processors
Schedule 2: Description of the Transfer
Schedule 3: Provisions Related to the Standard Contractual Clauses Schedule 4: Technical and Organizational Measures
The Parties' authorized signatories have duly executed this Agreement:
[SIGNATURE BLOCK REMOVED]
To request an executable copy of the DPA in lieu of electronically signing the form available at https://powerforms.docusign.net/87db4c61-3929-4ccb-ab58-b202e064c4a1?accountld=2fc7f537-ce47-40f9-98aa- 629bc5e58f4a&env=www, please email [email protected].
SCHEDULE 1 - APPROVED SUB-PROCESSORS
Last Updated: September 24, 2021
Customer authorizes the Sub-processors disclosed via the applicable hyperlinks below and in the Trust & Privacy Center (also accessible in the Product Resources section at https://www.logmeininc.com/trust/resource-center) to provide and operate the LogMeln Services to which they have subscribed under their Agreement:
LogMeln's Affiliate Sub-processor Disclosure
Unified Communications and Collaboration
GoToMeeting / GoToWebinar / GoToTraining
• Grasshopper
GoToConnect
join.me
• Remote Support Group
Central / Pro
• GoToAssist / GoToAssist Corporate
• GoToAssist Remote Support (formerly, RescueAssist)
GoToMyPC
LogMein Rescue / Rescue Live Lens / Rescue Live Guide
Identity Group
LastPass
SCHEDULE 2 - DESCRIPTION OF THE TRANSFER
Categories of Data Subjects
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
Prospects, customers, business partners and vendors of Customer (who are natural persons) mployees or contact persons of Customer's prospects, customers, business partners and vendo nployees, agents, advisors, freelancers of Customer (who are natural person Customer's users (who are natural persons) authorized by Customer to use the Services Categories of Personal Data Transferred
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
• First and last name
• Title
• Position
Employer
• Contact information (company, email, phone, physical business address) • Device identification data and traffic data (e.g. MAC addresses, web logs, etc.) • Professional life data
Personal life data
• Localisation data
Sensitive Data Transferred (If Applicable)
The Parties do not anticipate that any sensitive data will be transferred. However, it is possible for the Customer to choose to submit sensitive data to the Services, the extent of which is determined and controlled by the Customer in its sole discretion, and for which relevant safeguards are specified in Schedule 4 herein.
Frequency of the Transfer
The frequency, type, nature, and purpose of the data transfer will be dependent upon the Customer's individual use case (i.e., transfer frequency may be continuous and/or may be limited in time to a specific session or event).
Nature and Purpose of Personal Data Transfer and Processing LogMeln will Process and transfer Personal Data, in its capacity as a Processor, and engage Sub-processors, as necessary to perform and operate the Services pursuant to the Agreement, as further specified in the applicable Sub-Processor Disclosure (Schedule 1) and Security and Privacy Operational Controls documentation (Schedule 4), and to the extent further instructed by Customer through its use of the Services.
Retention of Personal Data
LogMeln will Process and retain Personal Data, in its capacity as a Processor, for the duration of the Agreement (as further specified in the Security and Privacy Operational Controls), unless otherwise agreed upon in writing.
Subject-Matter of the Processing
LogMein provides, directly and through its Sub-processors, a portfolio of cloud-based communication and collaboration, identity and access, and customer engagement and support solutions. The objective and subject of the Processing of Personal Data by LogMeln, as a Processor, is servicing Customer and providing, supporting, and operating the provision of the Services.
SCHEDULE 3 - PROVISIONS RELATED TO THE STANDARD CONTRACTUAL CLAUSES Identified Parties and Competent Supervisory Authority
Data Exporter
Name: Customer and its Authorized Affiliates established within the European Economic Area and/or Switzerland.
Address: The Customer address identified on the relevant order documentation or Order Form, as applicable.
Contact Person's Name, Position, and Contact Details: Customer's primary contact, position, and details as identified on the relevant order documentation or Order Form, as applicable.
Activities Relevant to the Data Transferred Under the Standard Contractual Clauses: Customer (data exporter) procures LogMeln's (data importer) Services in the fields of cloud-based unified communication and collaboration, identity and access, and/or customer engagement and support.
Role: Data Controller
Competent Supervisory Authority: The supervisory authority of the EEA Member State in which Customer is established or, if Customer is not established in the EEA, the EEA Member State in which Customer's representative is established or in which Customer's end-users or customers are predominantly located.
Data Importer
Name: The name of the specific LogMeln importing organization shall be as follows:
Country LogMeln Entity (as applicable)
United States LogMein, Inc.
LogMeln USA, Inc.
LogMeln Communications, Inc.
rasshopper Group, LLO
Ireland (outside of the EEA and EU) ogMeln Ireland Unlimited Compan LastPass Ireland Limited
Address: please see https://www.logmeininc.com/legal/contracting-entities.
Contact Person's Name, Position, and Contact Details: LogMeln Privacy Team, tel.: 781-897 5580; e-mail: [email protected] Activities Relevant to the Data Transferred Under the Standard Contractual Clauses: LogMeln provides a portfolio of cloud-based unified communication and collaboration, identity and access, and customer engagement and support solutions. The activities relevant to and/or the objective and subject of the Processing of Personal Data by LogMeln, as a Processor, is servicing Customer and providing, supporting, and operating the provision of the Services.
Role: Data Processor
SCHEDULE 4 - TECHNICAL AND ORGANIZATIONAL MEASURES
LogMeln will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of any Personal Data uploaded to the Services or otherwise maintained on behalf of Customer (as Data Controller), as described in the Security and Privacy Operational Controls made accessible via LogMeln's Trust and Privacy Center at www.logmeininc.com/trust under the "Product Resources" tab (for best results, use the "Filter By" capability to indicate the applicable Service) and available by direct link below. LogMeln reserves the right to update the Security and Privacy Operational Controls from time-to-time, provided that the amended technical and organisational measures are not less protective than those in the Security and Privacy Operational Controls. • Unified Communications and Collaboration
GoToMeeting / GoToWebinar / GoToTraining
• GoToConnect
• join.me
• Remote Support Group
• Central / Pro
• GoToAssist / GoToAssist Corporate
• GoToAssist Remote Support (formerly RescueAssist)
• GoToMyPC
Rescue
Rescue Live Lens
Rescue Live Guide
• Identity Group
• LastPass
Exhibit G
Insurance Requirements
Insurance Policies. Without limiting LogMeln's indemnification of City as described in this Agreement, LogMeln shall obtain and provide and maintain at its own expense, during the term of this Agreement policy or policies of liability insurance of the type and amounts described below. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and LogMeln must provide a certificate evidencing such insurance prior to exercising any right or performing any work pursuant to this Agreement.
B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from LogMeln's performance of services pursuant to this Agreement.
Such General and Auto Insurances shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City.
Insurance Coverage. Prior to the commencement of any services hereunder, LogMeln shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following General Liability Insurance. LogMeln shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage.
Automobile Liability Insurance. LogMeln shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the LogMeln arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, i to be performed under age one ang hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
Professional Liability (errors & omissions) Insurance. LogMeln shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000.000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and LogMeln agrees to maintain continuous coverage through a period no less than two (2) years after completion of the services required by this agreement.
Workers' Compensation Insurance. LogMeln shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). LogMeln shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, Cyber liability Insurance. LogMein shall maintain cyber liability insurance in the amount of $2,000,000.00 per occurrence providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data; (i) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of City Data.
D. Waiver of subrogation. The General Liability, Automobile Liability and Worker's Compensation insurance coverages maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultant.
Duration of coverage. LogMeln shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by LogMeln, his agents, representatives, employees or subcontractors. 2613460 RWG-Terms of Service 2021.v2 (w/ Exh.) Page 38 of 39 Proprietary City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City may cancel this Agreement.
All insurance policies shall be issued by an insurance company currentlyauthorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
nforcement of contract provisions (non estoppel). LogMeln acknowledges and agrees that any actual c leged tallure on the part of the Citv to inform LoaMeln of noncompliance with anv reguirement imposes no addition:
obligations on the City nor does it waive any rights hereunder.
Notice of cancellation. LogMeln agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
J. Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
Timely notice of claims. LogMeln shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from LogMeln's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. LogMeln may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and performance of its services. 2613460 RWG-Terms of Service 2021.v2 (w/ Exh.) Page 39 of 39 Proprietary LogMein
LogMeln USA, Inc. ORDER FORM
333 Summer Street
Boston, MA 02210
CONTACT INFORMATION.
Customer: City of Laguna Niguel LogMeln Representative:
Address: 30111 Crown Valley Pkwy, Laguna Niguel, Ca US, 92677-2001 Name: Rob Johnson
Email: [email protected]
Phone: (626) 513-0105
Fax:
Main Contact: Russell Narahara QUOTE OR OID #: Q-551908 Email: [email protected] UID#:
Phone: Opp ID#: 2106285905112
VAT/TVA/ABN Number:
Quote Date: 03-01-2022
Quote Expiration Date: 02-28-2022
BILLING INFORMATION.
Payment Method: Invoice
AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, BY SIGNING AND RETURNING THIS ORDER TO LOGMEIN, YOU CONFIRM THIS IS AN ORDER FOR THE LMI SERVICE(S) LISTED HEREIN AND AGREE TO THE TERMS OF SERVICE https://www.logmeininc.com/legal/terms-and- conditions WHICH APPLY TO YOUR CONTINUED USE OF ALL SERVICES AND SHALL PREVAIL OVER ANY TERMS OTHERWISE REFERENCED IN A PURCHASE ORDER.
Supplemental Terms: Notwithstanding anything to the contrary in the Agreement, the following supplemental Terms apply:
Subscription Reductions. Beginning on the first anniversary of the Billing Start Date below, and annually thereafter on no less than 30 days' notice before the anniversary of the Billing Start Date, you may inform us of your desire to reduce your active GoToConnect subscriptions in this order by up to a maximum 10% (i.e. by up to 17 subscriptions), which wil be cancelled at no additional charge. Notice must be provided through our standard support website. You will still be responsible for the outstanding portion of the MSRP for any free or discounted hardware provided for the cancelled subscription(s); Purchase Order Process:
PO Expiration Date (if applicable):
SIGNATURES. By signing below, the signatory represents it is legally authorized to enter into the Agreement and agrees to be bound to all terms contained in the Agreement.
CUSTOMER: City of Laguna Niguel If Billing Contact is different than above, please provide:
Signature: Billing Address:
Name: Billing/Invoicing Contact:
Telephone:
Title: Email:
Customer Authorized Signatory
Date:
The dates shown are based on the date the quote was created by the rep and these dates will adjust based on the date the contract is signed
Service Start Date Billing Start Date 06-30-2022
03-01-2022
Number of Free Months First Invoice Date 07-01-2022
4 Contract End Date 03-31-2025
SERVICES & FEE SUMMARY. Estimated taxes and fees are included where indicated below.
TODAY'S TOTAL:
Name Quantity MSRP Discount Jive Price Total
Voice Number DID - 315 USD 5.00 USD 0.00 USD 0.00
USD 5.00
Configuration/Port Fee
Yealink T58A (no camera) USD 297.70 USD 206.30 USD 825.20 4 USD 504.00
w/power supply
Yealink EXP50 (Expansion) 5 USD 105.00 USD 0.00 USD 105.00 USD 525.00 Savi 8220 Wireless DECT 174 USD 460.00 USD 226.29 USD 233.71 USD 40,665.54 Headset
Yealink CP960 Optima HD IP 16 USD 899.00 USD 456.67 USD 442.33 USD 7,077.28 Conference Phone
Yealink Wireless Microphones USD 17.07 USD 182.93 USD 914.65 5 USD 200.00
for CP960 (qty 2)
Yealink W60 Package -
Includes W56H Handset and 4 USD 189.00 USD 62.31 USD 126.69 USD 506.76 W60B Base Station (W60P)
On-site training (Trainer) Travel 1 USD 3,000.00 USD 0.00 USD 3,000.00 USD 3,000.00 + 2 Days of On-site Training
Voice - Per User Setup 210 USD 200.00 USD 125.71 USD 74.29 USD 15,600.90 Yealink T58W Media IP Phone 170 USD 459.00 USD 282.00 USD 177.00 USD 30,090.00 - no power supply
Yealink BTH58 Spare Bluetooth 4 USD 59.99 USD 0.00 USD 59.99 USD 239.96 Handset
Yealink Handset W56H 16 USD 110.00 USD 31.72 USD 78.28 USD 1,252.48 (requires W60B base)
Taxes and Fees: USD 6,815.62
TOTAL AMOUNT: USD 107,513.39
MONTHLY TOTALS:
Contract
Name Terms Quantity MSRP Discount Jive Price Total Price Months
Conference Device User- Monthly 36 16 USD 23.95 USD 10.00 USD 13.95 USD 223.20 Service
Interconnected VoIP, Low Usage - 36 20 USD 12.95 USD 3.00 USD 9.95 USD 199.00 Monthly Charge
GoToConnect Teams Connector 36 174 USD 2.00 USD 2.00 USD 0.00 USD 0.00 Voice-StanchargeD - Monthly 36 315 USD 5.00 USD 4.50 USD 0.50 USD 157.50 GoToConnect Standard+ 36 174 USD 25.00 USD 11.05 USD 13.95 USD 2,427.30 Taxes and Fees: USD 306.83
TOTAL AMOUNT: USD 3,313.83