Exhibit G UWM Ts Cs for Peck Ticketing rfp.docx

EXHIBIT G - RFP # E17-062-OP UWM’s TERMS AND CONDITIONS.

By submitting a response to this Request For Proposal (RFP) you understand and agree that the following terms and conditions will be part of the Agreement between UWM and the vendor, and that these terms will supersede and replace any contrary or conflicting terms in your contract, license agreement, order form, click thru agreement, terms of use or terms of sale document.

Indemnification: UWM will not indemnify the vendor. Any reference to UWM holding the vendor harmless shall be removed from the Agreement and replaced with the following language:

The Board of Regents of the University of Wisconsin System agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The Board of Regents further agrees to hold harmless 3D Systems, its officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon and grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss.893.82 and 895.46(1), Wis. Stats.

Arbitration: Any reference to Arbitration shall be removed.

Attorney Fees: UWM will not pay vendor’s legal fees.

Renewals: The license, subscription, support, SAAS or other service shall not automatically renew, but may be renewed at UWM’s sole option.

Payment: Vendor invoices shall be payable 30 days after UWM’s Accounts Payable department receives the invoice. Invoicing, payment and interest penalties shall be in accordance with Wisconsin Prompt Pay Law. s. 16.528 and 16.53 (2) (11).

Limitation of Liability: Any reference to a specific amount that caps a vendor’s total liability shall be removed and replaced with: UWM may seek any and all remedies and damages to which they are entitled under law.

Confidentiality: UWM may make any disclosures required by the Wisconsin Public Records Law, https://docs.legis.wisconsin.gov/statutes/statutes/19/II/ Disabling the service. Vendor shall not install not disable, turn off or otherwise make the software or service unavailable during the pendency of a dispute.

Warranties: Publisher warrants that the software product shall be free of any material defects and shall operate as set forth as represented in publically available published documentation.

Infringement. Publisher further warrants that the product does not infringe third party rights.

Unilateral Amendment. Any unilateral amendment of the vendor’s license agreement during the term of this contract, or renewal of the same, shall not be effective to change these terms.

Renewals. These terms and conditions are effective for the current term of the subscription or service and any renewals of the same.

Travel Expenses. Any Travel or Living expenses incurred by the vendor have to be approved in advance by UWM and they shall be subject to the State of Wisconsin Government travel reimbursement limits.

Data. In the event that vendor hosts, stores, or otherwise has possession of UWM Data then upon request by UWM, Vendor will make available to UWM a complete and secure download file of UWM's data in CSV or delimited text files or other then current standard data transfer file type, (UWM may choose the file type) or other form mutually determined by UWM and Vendor with appropriate documentation. Vendor will not provide the data in a proprietary format. Vendor will remove UWM’s Data from its Infrastructure upon UWM’s notice to the Vendor that it has received such data in good condition.

i.. Vendor agrees to implement safeguards to ensure the confidentiality, availability, security and integrity of UWM data, during processing, storage, and transmission. These safeguards should be in accordance with industry best practices and should include (but not be limited to) controls such as datacenters with redundant power and connectivity, change control processes and documentation for system updates testing & deployment, logging & auditing associated with account management & access, and encrypted transmission channels for all UWM Data.

ii. Vendor also agrees that any and all UWM data will be stored, processed, and maintained solely on designated target servers and that no UWM data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of the Vendor’s designated backup and recovery processes.

iii. Vendor agrees that upon termination of this Agreement it shall erase, destroy, and render unreadable all UWM data in a manner acceptable and approved by UWM, and shall provide an affidavit certifying said destruction within 60 days of the termination of this Agreement or within 7 days of the request of UWM, whichever shall come first.

Purchase Order and RFP DOA Terms and Conditions. UWM’s purchase order automatically produces, and includes, the terms and conditions found on DOA form 3054A attached to this RFP. This RFP also includes the terms and conditions on DOA form 3054. Said terms and conditions are attached to this RFP.

Choice of Law/Venue: The state or federal courts in Milwaukee County, Wisconsin shall be the sole forum for all disputes arising out of this contract. The validity, construction, enforcement and effect of this Agreement shall be governed solely by the laws of the State of Wisconsin, including its conflicts of law principles.

Entire Agreement: The UWM contract (including this list of required Terms and Conditions), the RFP, the vendor questions & our response to those questions, your response to the RFP, the UWM purchase order, any of your advertising material submitted with your response, your contract document, your ordering documents, your statements of work and your service level agreements (if any) shall constitute the entire Agreement between the parties. . In the event of a conflict, the order of resolution is the order listed. No amendment, change or waiver of any provision of the Agreement will be binding unless in writing and signed by both parties. In no event shall any additional referenced or embedded documents, agreements, third party agreements, terms referenced as a web page or click through terms and conditions apply, amend, modify or supersede this contract.