HomeMy WebLinkAboutC15-204 Walker Tracker Corporation .4 WALKER TRACKER CUSTOM WALKING PROGRAM AGREEMENT THIS AGREEMENT("Agreement")is effective as of the_12 day of May,2015 by and between Walker Tracker Corporation,an Oregon Corporation having its principal place of business at_1300 SE Stark St, Suite 305,Portland,OR 97214(hereinafter"Vendor")and Eagle County,Colorado,a body corporate and politic(hereinafter referred to as"Customer"or"County"). RECITALS WHEREAS,Vendor has developed a proprietary software product that provides a walking program that can be used as an employee engagement tool to enhance an employer's overall wellness culture(the "Walker Tracker Program"); and WHEREAS,County desires to obtain a perpetual,non-revocable,non-exclusive,royalty-free worldwide license to use the Walker Tracker program software and to purchase the related services developed by Vendor for the purpose of tracking Eagle County Government employee fitness,activity and to allow these employees to set and track progress toward fitness goals;and WHEREAS,Vendor is authorized to do business in the State of Colorado and has the time,skill,expertise, and experience necessary to provide the Software and Services defined below;and WHEREAS,this Agreement shall govern the relationship between Vendor and County in connection with the Services. NOW,THEREFORE,in consideration of the foregoing and the following promises Vendor and County agree as follows: 1.Statement of Work 1.1 Services Definitions. "Services"shall mean the services to be provided by Walker Tracker to Customer under this Agreement and may comprise the following: "Hosted Services"shall mean both the license(s)and the services provided by Walker Tracker to Customer as described by the Specifications. "Support Services" shall mean any help,support,setup,installation,or other assistance as described by the Specifications. "Consulting Services" shall mean any additional services as described by the Specifications. "Company Materials"shall mean any software,code,marketing copy,graphics,user's guides,etc.,or any other materials transmitted to Customer in order to provide any of the services under this Agreement. 1.2 Specifications Walker Tracker agrees to provide Customer with Hosted Services and Support Services,which will allow Customer,its authorized employees and authorized employee spouse's("End Users")to use the Walker Customer Initials 'T Company Initials ✓ ' DIPAI .11=11n r, Trackr Program.The Hosted Services and Support Services will contain the following components and/or servic0s,hereinafter referred to as the"Specifications": a) A Walker Tracker private portal unique to the Customer; b) Assistance with integrating Customer's branding in top banner; c) Assistance with initial mass-registration of End-users during initial registration period,if desired and ability to add additional End-Users after initial registration period; d) Unique URL for registration and login for Customer's End-Users; e) Customer access to an administration panel for statistics,basic user editing functionality, a notification system,and site setup features; f) Ongoing hosting for the software provided by Walker Tracker to implement the Walker Tracker Program,which software will receive,measure and store End User data received by any compatible hardware product identified in Exhibit E attached hereto and incorporated herein by this reference; g) Support for bug reports,and for mutually agreed upon bugs to be fixed within a reasonable amount of time; and h) Ongoing updates to the Services;and i) Challenge map and map milestone pins;and j) The Walker Tracker site will be provided in a password protected environment for End Users; and k) Annual device integration fee includes all Walker Tracker supported devices listed in Exhibit F and is not on a per device basis;and 1) The Walker Tracker Program will be operational and available for Customer's use no later than May 15,2015. 1.3 License Provisions. a) Rights and License Granted. Walker Tracker hereby grants to Customer a limited,non-exclusive,royalty-free worldwide license, 4turing the Tenn to use any software provided to Customer by Walker Tracker under this Agreement. Customer shall have no right to use the software for any other purpose,implied or otherwise,unless defined in the Specifications. b) The parties acknowledge and agree that in order to use the Walker Tracker Program,certain FitLinxx software will be installed on County workstations and that County users will be required to gree to separate FitLinxx terms of use. Vendor will cover all costs,if any,associated with the installation of the FitLinxx software and maintenance of and updates to the FixLinxx system on an unlimited number of County workstations for use by End Users to ensure the Walker Tracker Program is operational as set forth in this Agreement. 0)Limitations to Rights and License. At no time will Customer hold title to or ownership of any of the Hosted Services or Company Materials provided to Customer during the term of this Agreement. 1.4 Service Start Date. Services shall begin on a mutually agreed upon date,but no later than May 15,2015. Customer Initials Company Initials 1.5 Term and Renewal by Customer. This agreement shall commence on the date signed by both parties and shall continue in full force and effect through the 1st of May,2016,unless terminated by either party by 60 day written notice. Thereafter,this agreement will continue to renew on the same terms and conditions for successive one (1)year terms unless and until terminated by either party by written notice given to the other not less than thirty(30)days. 2. RESPONSIBILITIES Subject to the terms and conditions stated herein,Walker Tracker will: a) Protect and ensure that any confidential or personal data regarding Customer and Walker Tracker End-Users("Customer Data"),which may be provided or generated in connection with the provision of the Services hereunder,shall only be utilized in accordance with applicable privacy laws and,as applicable,the respective then-current privacy policies of the parties in effect when such End-Users provide such information. Walker Tracker shall implement and maintain commercially reasonable and appropriate administrative,technical and organizational security measures to safeguard against unauthorized access,disclosure or theft of Customer Data. Such security measures shall be in accordance with recognized industry practice. Walker Tracker shall not use or disclose any Customer Data collected in connection with the service issued from this proposal for any purpose other than fulfilling this agreement. b) Establish a method by which to give Customer's End-Users access, such that the Hosted Service is accessed only by defined End-Users, as defined by Customer, and is not used in an unauthorized manner. c)Host,maintain and serve the Hosted Services on computer servers operated by Walker Tracker, and be responsible for all costs associated with hosting, operating, and maintaining the Service. Walker Tracker will provide this Hosted Service 24x7 with 98.5%availability. d) Cooperate in good faith with Customer to develop and execute mutually agreeable timetables and procedures for the development,testing and implementation of the Hosted Service. e)Comply with all applicable laws in connection with the provision of the Services. f) Provide ongoing hosting and updates for the software provided by Walker Tracker and support for bug reports, and for mutually agreed upon bugs to be fixed within a reasonable amount of time, in accordance with the support obligations set forth in Exhibit D,attached hereto and incorporated herein by this reference. g) Vendor uses hosting services (such as Amazon and Slicehost/Rackspace) to provide the necessary hardware, software, networking, storage, and related technology required to run Vendor. Customer Data will be stored only within in the United States of America. Although Vendor owns the code, databases,and all rights to the Vendor application, Customer retains all rights to Customer Data. Customer Data means all data created or in any way originating with the Customer, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the Customer, whether such data or output is stored on the County's hardware,the Vendor's hardware or exists in any system owned,maintained or otherwise controlled by the Customer or by the Vendor. 4.End-User Pricing and Services Compensation. Customer Initials Company Initials i"' .1.11.11.117 Walker Tracker and Customer agree that Customer shall not charge End Users a fee for use of the Hosted Service unless that fee is mutually agreed upon by both parties. 5.Te>ms of Payment. ustomer shall abide by the Terms of Payment detailed in Exhibit A.Failure to comply with these erms will constitute a breach of contract and shall be governed by the terms of the Breach of Contract paragraph within this Agreement. 6.Proprietary Information. Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Walker Tracker program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Walker Tracker, other than subsidiaries of Customer and employees and other end-users of customer and its subsidiaries; (d)use any Materials or Services in any way not intended or expressly provided for by this Agreement. Notwithstanding anything to the contrary that may be contained in this Agreement, Vendor acknowledges and agrees that Customer is a governmental entity subject to the requirements of the Colorado Open Records Act, C.R.S. § 24-70-201, et. seq., and that disclosure of some records, as defined therein,may be required. 7.Customer Data. Walker Tracker will exercise no control whatsoever over the content of the Customer Data passing through the network,email,or web site.Vendor acknowledges and agrees that data stored within the database within the Licensed Software remain property of Eagle County and Eagle County shall be entitled to recover all such data upon the expiration of termination of this Agreement. 8. WARRANTIES AND LIMITATION OF LIABILITY. a) Walker Tracker warrants and represents that it is the owner of all right,title and interest in and to the Hosted Services,and that Customer's use of the same as contemplated herein shall not infringe upon any third party patent or copyright This warranty and representation does not apply to any infringement arising out of any unauthorized modification of the Hosted Services or any infringement arising out of the use of the Hosted Services in combination with any third party product,other than as authorized by Customer. b) Other than specifically stated herein,Walker Tracker makes no warranties or representations of any kind,whether expressed or implied,for the Service it is providing.Walker Tracker also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for damages that may be suffered by Customer for loss of data resulting from delays,non-deliveries or service interruptions by any cause or due to errors or omissions of Customer.Use of any information obtained by way of Walker Tracker is at Customer's own risk,and Walker Tracker specifically denies any responsibility for the accuracy or quality of information obtained through its Services.Walker tracker expressly limits its damages to Customer for any non-accessibility time or other down time to a refund of the pro-rata monthly charge during the system unavailability.Walker Tracker specifically denies any responsibilities for any damages arising as a consequence of such unavailability. c)The parties acknowledge and agree that Customer has separately purchased certain Fixlinxx hardware products from Vendor(the"Fitlinxx Pebbles"). Vendor agrees to extend all guarantees and warranties of Warranty for Fitlinxx Pebbles for the benefit of Customer. A description of the warranty provided by Fitlinxx for the Fitlinxx Pebbles is set forth in Exhibit D,attached hereto and incorporated herein by this reference. Customer Initials/ Company Initials 9.Trademarks. a) Walker Tracker hereby grants Customer a non-exclusive license to reproduce and display in such materials prepared and distributed by Customer in connection with the promotion and marketing of the Hosted Service to Customer's End-Users, any Walker Tracker trademarks, service marks, logos and other source identifiers (collectively, the "Walker Tracker Marks") included in the Hosted Service. All use of the Walker Tracker Marks shall be accompanied by appropriate attribution to Walker Tracker's ownership and shall inure to the sole benefit of Walker Tracker for all purposes. Customer shall not alter the Walker Tracker Marks in any way nor shall it portray them in any manner so as to diminish their value. b) Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this Service. 10.Transfer of Agreement. Customer may not assign or transfer this Agreement,in whole or in part,without the prior written consent of Walker Tracker.Doing so will be considered a breach of contract and shall be governed by the terms of the Breach of Contract paragraph within this Agreement. 11.Breach of Contract. If either party violates any terms of this Agreement, said party will be considered to be in breach of contract.Each party reserves the right,at its sole discretion,to cancel Hosted Services,and to terminate this Agreement upon Breach of Contract. 12.Termination. Either party may terminate this Agreement,in whole or in part,at any time and for any reason,with or without cause,and without penalty therefor with sixty(60)calendar days'prior written notice to the other party. In the event of a termination of the contract,the vendor shall implement an orderly return of County Data in a mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of County Data. 13.Indemnification. Vendor shall indemnify and hold harmless County,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which County may become subject to insofar as any such losses,claims,damages or liabilities arise out of,directly or indirectly,this Agreement, or are based upon any performance or nonperformance by Vendor or any of its subcontractors hereunder;and Vendor shall reimburse County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with investigating or defending any such loss, claim,damage,liability or action. This indemnification shall not apply: 1)to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Vendor or 2)to the extent that such damages result from the negligence or actions of the County's officers,agents and employees. This paragraph shall survive expiration or termination hereof. 14.General. a) If any provision of this Agreement shall be deemed by a court of competent jurisdiction to be unenforceable or illegal,then such unenforceable or illegal provision shall be deemed stricken(but �fJ Customer Initials Company Initials only to the extent that,and in the locations where,such prohibition shall be applicable). The remaining terms and provisions of this Agreement shall remain in full force and effect provided that the parties agree that the Agreement can continue to be performed in furtherance of the parties'objectives. b) This Agreement constitutes the entire agreement of Customer and Walker Tracker with respect to the subject matter hereof and supersedes all other prior and contemporary agreements and understandings regarding the subject matter hereof. No provision of this Agreement may be terminated,modified or waived unless such termination,modification or waiver is set forth in writing executed by authorized representatives of Customer and Walker Tracker. c) This Agreement and the license issued hereunder shall be binding upon and inure to the benefit of the parties,their respective successors and/or permitted assigns. This Agreement and the license issued hereunder shall not be assigned by Customer(voluntarily or by operation of law)without prior written consent of Walker Tracker,which shall not be unreasonably withheld,and any attempted assignment shall be void without such written consent. b) This Agreement shall in all respects be governed by,construed,and interpreted in accordance with the laws of the State of Colorado without regard to the conflict of laws principles thereof. All disputes in any way relating to,arising under,connected with or incident to this Agreement shall be litigated,if at all,solely and exclusively in the State District Court of Colorado for the County of Eagle,or,if applicable,in the Federal District Court for the District of Colorado,and,if necessary,their respective corresponding appellate courts. Each party shall forebear from filing a claim in any other county or jurisdiction and expressly submits itself to the personal jurisdiction of the State of Colorado. d) Each party represents and warrants that it is not subject to,and will not assume(i)any obligation inconsistent with its obligations hereunder and(ii)any restriction which is violated by any disclosure of information it makes or receives hereunder. e) Each party warrants and affirms that the person signing this Agreement on behalf of that party is duly authorized and empowered by that party to do so,and that such person has the right and the authority to bind that party to this Agreement. I) This Agreement may be executed in several counterparts and may be executed by different parties on different counterparts,all of which together shall constitute one and the same instrument,and shall become effective when one or more counterparts have been signed by each of the parties. g) The section headings throughout this Agreement are for convenient reference only,and shall in no way be deemed to limit,modify,or add to the interpretation, construction or meaning of any provision of this Agreement. h In performing their obligations hereunder,the parties are acting as separate and independent entities and neither party is an agent or employee of the other party. This Agreement shall not be interpreted so as to cause either party to be responsible to any third party for the acts,omissions or products of the other party. i) The parties agree to sign and/or provide such additional documents and/or information as may reasonably be required to carry out the intent of this Agreement and to effectuate its purposes. j) All notices and communications required or permitted under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been duly made if mailed by registered or certified mail,postage prepaid,sent by nationally recognized overnight delivery, or by telecopy,or e-mail. Customer Initials Company Initials 15. Notwithstanding anything to the contrary contained in this Agreement,Customer shall have no obligations under this Agreement after,nor shall any payments be made to Walker Tracker in respect to any period after December 31 of any year,without an appropriation therefor by Customer in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. § 29-1-101,et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20). 16. Insurance. Walker Tracker agrees to provide and maintain at Walker Tracker's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. iii. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $2,000,000 per claim and $2,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system,network or similar computer related property and the data,software and programs thereon. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County,its elected officials,employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Vendor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Vendor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to County,its affiliated entities,successors or assigns,its elected officials, employees,agents and volunteers. v. Vendor is not entitled to workers' compensation benefits except as provided by the Vendor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Vendor or some other entity. The Vendor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 17. Notices and communications to Walker Tracker shall be sent to: rir, Customer Initial Company Initials " Walker Tracker,LLC P.O.Box 15111 Portland,OR 97293 FAX: 971-404-0158 Email: info @walkertracker.com Notices and communications to Customer shall be sent to: Eagle County Human Resources Department P.O.Box 850 500 Broadway Eagle,Colorado, 81631 Email:echr @eaglecounty.us FAX: (970)328-8799 The p*rties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety,and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. Customer: le Count o ernment By: % /��� l Title:Brent McFall,Eagle County Manager Date signed: 670V�. Walker Tracker,LLC By: David Mays 4"e C �% Title: President Date signed: May 12,2015 Customer Initials Company Initials • EXHIBIT A FEES,PAYMENTS,LENGTH OF SERVICE Payment Terms: On an annual basis,Customer shall be billed for Services provided in accordance with the terms of this Agreement. Billing shall be based on the number of End Users who actually register during the initial registration period(the initial registration period is May 15,2015 through August 31,2015). Fees for the one time Portal Set-up and on time Device-integration Fees shall be included in the initial invoice amount. Vendor agrees that Customer may add new employees(new End Users)outside of the registration period at no additional charge. If Customer choses to implement an additional registration period during the initial term,Vendor may bill Customer for added users. For subsequent terms,if any,Customer shall be billed for the number of registered End Users as of a mutually agreed upon registration-end date(s). Payment shall be due and payable thirty business days after receipt of a properly submitted invoice. If Customer's account is in arrears for more than sixty(60)days,Customer shall be considered in breach of contract. For any given term of this Agreement,compensation for the Hosted Services shall not exceed$20,000 in any given term without a signed amendment to this Agreement. Customer agrees that any changes Customer makes to the Specifications set forth in this Agreement may add additional fees. Extra time incurred above and beyond the original specification will be billed at an hourly rate of$175/hour. Prior to commencement of any such additional work,Vendor shall first provide Customer with a written estimate which shall include an estimate of additional costs necessary to perform the additional services. Each estimate must be approved by Customer prior to commencement of the additional services at the rate of$175/hour. Customer shall be invoiced for any additional work separately and payment shall be due within 30 days of a property submitted invoice. Service Start Date: The start date of Hosted Services shall be the date that Customer opens Hosted Service for End User registration. PRICING Program Options Program Cost Annual Program-Eagle County will be billed only for users that register in the program. $18/user/year Spouses/partners of Employees free Device integration fee(per year)(Device integration fee shall be a one-time fee that $295 includes all devices included in Exhibit E). Portal set up charge(one time fee) $450 jjj Customer Initials Company Initials ''� atio Set up and user charges cover the following: Private Portal Example: https://eaglecounty.walkertracker.com Custom Registration' We will set up the registration process to capture exactly the information you need(participant location,etc.) Branding and Graphics Your site is branded with your graphics and logo. We'll prepare a custom banner for you,or work with your marketing/graphics team to make the site look great. Pointy System Our system rewards goal attainment,consistency,and supporting the wellness culture in your company. Run Multiple Challenges-"local"level,and organization-wide Central,themed challenges along a virtual map route form the basis of participant engagement and incentive program management. Milestone"pins"enable you to embed specific content along the competition route: add videos showing your offices as participants pass by,introduce employees to your major customers,the possibilities are endless. Walker Tracker's competition framework allows multiple challenges simultaneously-we will create challenges that are most appropriate for different employee fitness levels. For example,group participants by their favorite charities,then create competitive teams under each grouping. Individual participants can also initiate challenges with other participants who are registered in the same portal. Wellness managers can view statistics,communicate with participants,and manage key program parameters Custom Page Add ur own wellness content or link to external resources. The portal can be set up to channel welln ss/benefits oriented content to your participants. Customer Initials d____ Company Initials 'fr EXHIBIT B Insurance Certificate (sent as separate attachment—pdf) odZt Customer Initials Company Initials " EXHIBIT C FITLINXX PRODUCT WARRANTY Limiteld Warranty of FitLinxx Products: Walker Tracker warrants to Customer that for a period of twelve (12)months from the date of shipment of the FitLinxx Products(the"Warranty Period"),the FitLinxx Products device hardware delivered in such shipment shall be materially free from defects in materials and workmanship. The foregoing warranties do not cover(i)replaceable batteries,(ii)damage to the FitLinxx Produ is(or any part thereof)due to problems caused by Customer's or an End User's negligence,abuse, misap lication,other external causes(including,without limitation,third party hardware or software, accide t,abuse,misuse,problems with electrical power,servicing or modifications not authorized in writin by Walker Tracker and FitLinxx),(iii)exposure to environmental or operating conditions beyond those pecified by FitLinxx or(iv)usage not in accordance with the Documentation(collectively, "Warr ty Exclusions"). Customer's sole and exclusive remedy and FitLinxx's sole and exclusive obliga ion for breach of the foregoing warranties is to repair or replace such FitLinxx Products or any part thereof in accordance with the FitLinxx Products Service Policy set forth on Schedule D. No action arising in connection with materials or services covered by this Agreement may be brought by Customer more than one(1)year after the date on which the claim giving rise to the action first occurred. WALKER TRA KER DOES NOT REPRESENT OR WARRANT,AND EXPRESSLY DISCLAIMS ANY REP SENTATION OR WARRANTY,THAT THE OPERATION OF THE FITLINXX, SERVICES OR S FTWARE WILL BE UNINTERRUPTED OR ERROR FREE. FITLINXX MAKES NO AND DISC AIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT,TITLE AND FITNESS FOR A PARTICULAR PURPOSE I Cusco ii er Initials Company Initials EXHIBIT D SUPPORT OBLIGATIONS 1. Walker Tracker's Obligations. Walker Tracker shall perform the following obligations at its cost and expense,unless otherwise indicated. 1.1 Technical Contact. Walker Tracker's technical contact shall coordinate all technical issues on behalf of Walker Tracker which arise out of this Agreement. Support for designated Eagle County program administrators will be handled via email or phone. Support for end-users will be handled through Walker Tracker's online support system (Zendesk system). 1.2 Walker Tracker shall be responsible for technical support.Walker Tracker will maintain a sufficient number of Walker Tracker support contacts to ensure prompt responses to calls from Customer administrators and email tickets filed by end-users. Walker Tracker will use its best efforts to answer questions and correct reported errors that are reproducible and caused by Walker Tracker(or to provide suitable temporary solutions or workarounds for errors)during the initial response. If Customer states that the reported error is substantial and material to the use of the Web Services,or that the reported error causes the Web Services to be inoperable,Walker Tracker will use its best efforts to correct the error, within a commercially reasonable time after Walker Tracker's initial response. The technical support services provided herein shall be provided without additional charge._„„, Customer Initial Company Initials ., EXHIBIT E WALKER TRACKER SUPPORTED DEVICES The Walker Tracker Program will be compatible with the following devices upon payment of the device- integration fee described in Exhibit A*: FitBit Zip One Flex Charge Charge+HR Surge (all FitBit activity trackers) Jawbone UP MOVE UP24 UP3 (all Jawbone activity trackers) Pebble(Fitlinxx) Misfit Flash Shine Withings Pulse Activite Activite Pop BodyMedia Core Link Apps Move*(direct integration and use of running/biking stats) *Custiomer acknowledges that this list may change from time to time,but Vendor expressly agrees that the Walker Tracker Program will at all times be compatible with the Pebble devices(FitLinxx product). ' Customer Initials Company Initials � A� ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D 015 O THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT GARY SMITH Indemnity Excess & Surplus NAME: Agency, Inc. PHONE 503-665-0153 FAx 503-665-3523 (A/C.No.EMI: (A/C,No): 1500 NW Bethany Blv E-MAIL GARY @ERNIESMITH.COM Beaverton OR 97006 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: US LIABILITY INS CO INSURED WALKER TRACKER, LLC INSURER B: US LIABILITY INS CO MAIL: PO BOX 15111 PORTLAND, OR 97293 INSURERC: LOC: 1330 SE STARK ST INSURERD: SUITE 305 PORTLAND OR 97214 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 00039292 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X MTK1551454C 11/01/2014 11/01/2015 EACH OCCURRENCE $ 1, 000, 000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 300, 000 MED EXP(Any one person) _ $ 10, 000 PERSONAL&ADV INJURY $ 1, 000, 000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 0 0 0 POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2, 000, 000 OTHER: $ A AUTOMOBILE LIABILITY X MTK1551454C 11701/2019 11/01/2015 COMBB.INideDrSINGLELIMIT $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ B UMBRELLA LIAB X OCCUR X CUP1553224 11/01/2014 11/01/2015 EACH OCCURRENCE $ 1, 000, 000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1, 000, 000 DED RETENTION$ ,$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A X PROFESSIONAL MTK1551454C 11/01/2014 11/01/2015 $2, 000, 000 EA CLAIM A X LIABILITY MTK1551454C 11/01/2014 11/01/2015 $2, 000, 000 AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) PROFESSIONAL LIABILITY CLAIMS MADE PROFESSIONAL LIABILITY DEDUCTIBLE: $0 PROFESSIONAL LIABILITY RETRO DATE: 11/01/2011 CERTIFICATE HOLDER IS ADDITIONAL INSURED PER BP-134 FOR THE GENERAL LIABILITY CERTIFICATE HOLDER CANCELLATION EAGLE COUNTY, ITS ELECTED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OFFICIALS, EMPLOYEES, AGENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN & VOLUNTEERS ACCORDANCE WITH THE POLICY PROVISIONS. 500 BROADWAY EAGLE CO 81613 AUTHORIZED REPRESENTATIVE ©1988-2013 ACORD CORPORATION. All rights reserved. ACORD 25 (2013/04) The ACORD name and logo are registered marks of ACORD (OMNI 7 CERT0 04-1 3 0729/1 504 291 1 5 5) 1 . UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BLANKET ADDITIONAL INSURED SECTION II—LIABILITY; C. Who Is An Insured is amended to include as an additional insured apy person(s) or organization(s) for whom you are performing "your work"under a written contract or agreement, that requires such person(s) or organization(s) to be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" occurring after the effective date of such contract or agreement that is caused, in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of"your work" for the additional insured. CoveragO for an additional insured under this endorsement ends when"your work" for that additional insured ends or is put to its intended use by any person or organization. SECTION II—LIABILITY; B. EXCLUSIONS, 3. Applicable To Both Business Liability Coverag And Medical Expenses Coverage, is amended to add the following with respect to this endo sement only: There is no coverage under this endorsement for loss or expense, including but not limited to the cost of defense for"bodily injury" or"property damage" or "personal and advertising injury" occurring: a. After all of"your work", including materials, parts or equipment furnished in connection with"your work" and performed under the above referenced written contract(s) or agreement(s) has ended; or b. When that portion of"your work"out of which the "bodily injury", "property damage" or "personal and advertising injury" arises and performed under the above referenced written contract(s) or agreement(s) has been put to its intended use by any person or organization; whichever occurs first. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. BP 134 (06-09) Page 1 of 1