48 PROMIUM 2 of 4.pdf

RENEWAL QUOTATION

3350 Monte Villa Parkway #220 Bothell, WA 98021 1.877.PROMIUM

Contract #:

PO Box 19276 Prepared by: Lindsey Pfuhl Springfield IL

62794 Carrie Dirksen 217-524-9619 Carrie.Dirksen@illinois.gov

Element LIMS® version 6 Currency: USD Effective: 6/7/2022

ANNUAL MAINTENANCE RENEWAL Users Price Per Total

Annual Maintenance Renewal 15 $ 880 13,201$ Discount -8% (1,069)$

Renewal Term: 7/1/2022 to 6/30/2023 809$ 12,131$

Terms & Conditions This proposal expires after: 30 Days Payment is due net 30 days unless otherwise specifed in the contract.

Delay in payments can result in discontinuation of services. Late payments may be subject to a 1 1/2% monthly late fee.

Organization Name Signature

Authorized Agent Name [print or type] Today's Date

Title Purchase Order # and/or Work Authorization if required (attached) Rev: AML030722

IL EPA - Springfield

TAXES: Even if we do not collect sales tax from you, your state may still require you to pay tax. Promium collects sales tax in WA, AZ, CA, FL, HI, IL, IN, MD, MI, NM, MO, NJ, NY, PA, RI, TN, TX, WI. A sales tax is not collected if we have your tax exemption certificate on file.

Customer agrees to the renewal of the existing subscription to Promium software, as described in this order form. This order is an addendum to an existing hosted services contract with Promium. The order, and the Promium software and services covered by it, shall be subject to Promium's end-user license agreement, and relevant payment terms & conditions of the original contract unless otherwise specifically stated above. Copies of relevant documents have been provided to customer with the prior contract. By signing below, customer acknowledges that it has received a copy of such documents and agrees to be bound by all of their terms & conditions. The person signing below warrants that he or she is authorized to execute this document on behalf of customer.

2022 IL EPA Springfield 15 user Element LIMS Maintenance Renewal.xlsx www.promium.com

1.877.PROMIUM

Promium, LLC Element LIMS® Maintenance Agreement r010422 1

Element LIMS® Maintenance Agreement

This Maintenance Agreement (the "Agreement") is a legal agreement between the customer listed on the Promium Order document ("you" or "Customer") and Promium, LLC (“Promium”) for maintenance and support services for the Element LIMS® software and related software applications (the "Software"). Maintenance and support are provided by Promium for the term of this Agreement. For license purchase customers, an initial one-year term is included as part of the Software license purchase. Thereafter, this Agreement shall automatically renew for subsequent one-year periods until terminated as described below unless otherwise specified. For lease customers, a Maintenance Agreement is in effect for the duration of the lease term.

Services not explicitly described in this document are not covered by the Maintenance Agreement or provided by Promium unless otherwise specified. Such items include conflicts that may cause Software failure due to firmware or device drivers or micro code problems introduced by the manufacturer or other parties; issues arising from software programs from other vendors; computer equipment, network equipment, database software, or any other product that may malfunction unless the malfunction is directly caused by the Software.

1. Technical Support Services:

a. Scope: Technical support services under this Agreement are limited to the two most recent major versions of the covered Software products and are available to customers who have a valid Maintenance Agreement.

b. Services: Unless otherwise communicated, telephone support is available Monday through Friday, 5:00am to 5:00pm Pacific Time, not including holidays recognized by Promium. At other times, a telephone or email message may be left and Promium personnel will respond within one business day. Emergency technical assistance provided outside of normal business hours may incur additional charges if specified in the contract. Online documentation and other support materials are available at www.promium.com/support or accessible directly through the product. Promium website is available twenty-four hours per day, seven days per week unless undergoing maintenance or repair.

Each Element LIMS customer requiring support must designate at least one primary contact person to manage technical support requests.

Support requests should be directed to:

Promium Customer Support (Help Desk)

425.286.9200 phone

425.286.9201 fax support@promium.com

Promium, LLC Element LIMS® Maintenance Agreement r010422 2

2. Software Updates:

Software updates to the core system, including Software revisions, are provided at no additional charge to customers who have a valid Maintenance Agreement. Updated system components such as executables, libraries, controls, Basic report formats and supporting files for the covered Software products and its companion applications are available from the Promium downloads section of the web site at www.promium.com/support. No additional tangible goods will be provided with the renewal of the maintenance subscription. Updates to Standard and customized Electronic Data Deliverables (EDDs) and reports are available at an additional charge.

3. Custom Programming Services

Promium may offer certain features, functions, reports, and other input or output which are not considered part of core Software or services by Promium. These items are considered custom work. Deliverables including but not limited to, custom programming, custom reports, proprietary electronic deliverable programs, other special program functions on behalf of the user, and other custom services, outside the original purchase agreement, may incur additional charges as quoted by Promium.

4. Services Not Included

Promium reserves the right to charge for support or programming services that are unrelated to the direct operation of its Software products. This includes conflicts that may cause Software failure due to firmware or device drivers or micro code problems introduced by the manufacturer or other parties. This also includes other Software programs that may interfere with its Software products.

5. Term & Renewal

This Agreement is effective for one year for license purchase customers. The effective (service start) date is within thirty (30) days of shipment of software unless otherwise specified. Upon the expiration of the initial one-year term (and unless otherwise terminated), this Agreement shall automatically renew for successive one-year periods unless either party gives written notice of its intent to terminate the Agreement before the then-current term expires, unless autorenewal is prohibited by statute. For lease customers, this Agreement is effective for the period of the lease, and it shall continue automatically provided that lease payments are timely received by Promium.

6. Payment

For license purchase customers, annual maintenance payments shall be paid in advance. Costs for each renewal term are generally invoiced to you 45 days prior to the expiration of the renewal term and are due net 30 days from invoice date. Prices are subject to change. Payment not received on or before the Payment Deadline shall be subject to a one-and-one-half percent (1½%) monthly late fee. In the event that Customer fails to make timely payment under this Agreement, Promium reserves the right to terminate this Agreement and/or suspend the provision of services under it by providing Customer written notice of its election to do so. Maintenance for lease customers shall be paid in advance as provided in the Promium Software Lease Agreement.

7. Billing

Any services not covered under this Agreement will be billed at a rate set by Promium in its course of business.

Payment for services billed shall be made within thirty (30) days of the date of invoicing or shall be subject to a one-and-one-half percent (1½%) monthly late fee.

Promium, LLC Element LIMS® Maintenance Agreement r010422 3

8. Warranty Disclaimer and Limitation of Liability

a. THE PROMIUM MAINTENANCE SERVICES ARE PROVIDED "AS IS" AND PROMIUM MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND. PROMIUM HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, THAT MAY ARISE EITHER BY THE PARTIES' AGREEMENTS OR BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

PROMIUM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES THAT (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (B) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR (C) ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. This disclaimer shall not apply to the extent that it is prohibited by applicable law.

b. We will not be liable for any loss or damage caused by delay in furnishing the Software or any other performance under this Agreement.

c. Our entire liability and your exclusive remedies for our liability of any kind (including liability for negligence except liability for personal injury caused solely by our negligence) for the Software covered by this Agreement and all other performance or nonperformance by us under or related to this Agreement are limited to the remedies specified by this Agreement. REGARDLESS OF WHETHER ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, THE LIABILITY OF PROMIUM SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF THE LICENSE FEES PAID TO PROMIUM FOR THE SOFTWARE MAINTENANCE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL PROMIUM BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING PUNITIVE DAMAGES AND LOST PROFITS, RELATED TO THE SOFTWARE OR ANY ASSOCIATED SERVICES THAT PROMIUM MAY PROVIDE, EVEN IF PROMIUM

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d. Some states or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for consequential or incidental damages, so the above exclusion may not apply to you. In such situations, Promium's liability shall be limited to the extent permitted by law. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

9. General

a. If Customer breaches any of the terms of this Agreement, Promium, in addition to any other legal remedy it may have, may cancel this Agreement effective upon written notice to Customer. This Agreement or other proof thereof must be presented by Customer as valid Maintenance coverage upon request.

b. In any suit, proceeding or action to enforce this Agreement, the substantially prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs and expenses in connection with such suit, proceeding or action, including appeal. This Agreement shall be governed by and construed under the laws of the State of Washington without regard to its conflict of laws principles. The jurisdiction and venue for any suit or action between the parties shall be the state and federal courts of King County, Washington.

c. Failure to enforce any rights granted herein shall not be deemed a waiver as to subsequent enforcement of such rights. If any part of this Agreement is found void and unenforceable, it shall be modified in such manner as to be valid and enforceable but so as to most nearly retain the intent of the parties; and if such modification is not possible, it shall be deemed severed from this Agreement and shall not affect the validity and enforceability of the balance of the Agreement.

Promium, LLC Element LIMS® Maintenance Agreement r010422 4

d. This Agreement is not assignable and the licenses granted hereunder may not be sublicensed, assigned or transferred in any manner without the prior written consent of Promium. Any such attempted sublicense, assignment or transfer shall be void.

e. This Agreement, together with its accompanying Price quotation, Order, Maintenance Agreement and Payment Terms and Conditions, constitute the entire understanding and agreement of the parties with respect to its subject matter, and any and all prior agreements, understandings or representations with respect to its subject matter are merged herein. The terms and conditions of this Agreement prevail over the terms and conditions of any other order (such as a purchase order) submitted by Customer for maintenance services. This Agreement may be amended only by written instrument signed by both parties subsequent to the date hereof. Any terms of this Agreement which by their nature extend beyond the Agreement termination or expiration shall remain in effect until fulfilled. These include Sections 6, 8 and 9.

Master: 010422 Customer Revision:

************The section below is only required if the previous agreement has already expired. ************

Annual Maintenance Coverage Effective Date:

Promium, L.L.C Organization Name Organization Name

Authorized Agent Name (print) Authorized Agent Name (print)

Title Title

Signature Signature

Date Date