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23.08.07 PSA ZENCITYZENCITY SERVICES AGREEMENT Town of Avon,CO Order form #:900021 Order form prepared for:Town of Avon,CO Order form expiration date:Jul 31, 2023 This Order Form ("Order Form")is entered into between the Zencity entity detailed below ("Zencity"),and the entity identified below ("Customer",and jointly with Zencity the “Parties”)),as of the Effective Date (as defined below)which shall remain in effect for the duration of the Initial Term as defined below and any renewal term (the “Term”)unless agreed otherwise explicitly and in writing between the Parties. This Order Form includes and incorporates the Zencity Terms and Conditions attached hereto as Appendix A (the “T&Cs”).In the event of any conflict between this Order Form and the T&Cs,the terms of this Order Form shall prevail.All prices are quoted in USD. LEGAL ENTITY:Zencity Technologies US Inc. ZENCITY CUSTOMER Entity (legal)name:Zencity Technologies US Inc.Entity (legal) name: Town of Avon,Colorado Full address:1313 N Market St,Suite 5100 Wilmington,DE 19801 Full address:100 Mikaela Way Avon,CO 81620 Contact:Max Coonin, Government Solutions Manager Contact:Eric Heil, Town Manager Phone:(706)222-3324 Phone:970-748-4021 Email:Max@zencity.io Email:ehail@avon.org Name SKU Product Description Yearly List Price Term Term Discount Yearly Discounted Price Zencity Engage ZC -ENG Community engagement interface to share essential project context and invite resident collaboration and input. *Including one-time Onboarding Services $18,000 3 years 33.33%$11,870 Total Fees $35,610 Total Billed Yearly $11,870 DocuSign Envelope ID: 7642ED47-4A1C-4D25-BBB5-CEAFC2E1731DDocuSign Envelope ID: AD0A5FF1-E370-401A-852E-4F9D39916EFE Any additional modules,quantity increases or other custom development and integration work requested by Customer during the Term shall require an Order Form executed by the Parties,and shall be subject to the prevailing Zencity rate card subject to amendment from time to time. ORDER FORM TERMS Effective Date:Aug 7, 2023 Initial Term:3 years,commencing on the Effective Date. Fees:The Fees are exclusive of any applicable taxes (including sales tax)and withholdings,which will be added to the Fees and paid by Customer,to the extent applicable. Payment Terms:The Fees shall be payable on an annual basis within 30 days of the Effective Date and on each annual anniversary thereof. Customer Billing Contact: Name:Elizabeth Wood Phone:970-748-4087 Email:ewood@avon.org Customer PO # (if applicable): N/A CUSTOMER ZENCITY Signature: _________________ Name:__________________ Title:___________________ Date:___________________ Signature: _________________ Name:__________________ Title:___________________ Date:___________________ DocuSign Envelope ID: 7642ED47-4A1C-4D25-BBB5-CEAFC2E1731D Eric Heil July 24, 2023 Town Manager DocuSign Envelope ID: AD0A5FF1-E370-401A-852E-4F9D39916EFE CEO Eyal July 25, 2023 Appendix A Zencity Terms and Conditions 1.SOFTWARE LICENSE &SUPPORT SERVICES 1.1.Subject to the terms and conditions of these Zencity Terms and Conditions and of the applicable Order Form (collectively,the "Agreement"),Zencity hereby grants to Customer a personal,non-exclusive,non-transferable limited license to use the products and services licensed by Zencity to Customer (the “Licensed Program”)identified in the applicable Order Form entered into by Zencity and Customer and the documentation and user manuals for the Licensed Program supplied by Zencity to Customer throughout the Term (the "Documentation"). For the purposes of this Section 1.1,the term "use"shall be only in accordance with the confidentiality provisions of this Agreement and shall include the rights to use the Licensed Program only for the use of the Customer's organization,company or institution. For the purposes of this Section 1.1 the term "use"shall not include:(i)the right to make,use,or sell products incorporating the Licensed Program,or (ii)the right to sub-license the Licensed Program. No right is granted to the source code of the Licensed Program or to create derivative works thereof or to transfer ownership of the media containing such soware except as a part of,or with,or for use in the equipment with which it operates. 1.2.Routine customer support is available via email.Any claim will be answered within 24 hours of the report.On or before the Effective Date,Customer and Zencity shall each designate a liaison as a respective point of contact for technical issues.Each party may change such liaison upon written notice from time to time at reasonable intervals.Zencity will not be obligated to provide support to any person other than the Customer's designated liaison. 1.3.During the Term,Customer may have access to Updates upon request at no additional cost."Updates"shall mean certain new features as determined by Zencity,or fixes of minor errors in the Licensed Program which are incorporated in a new release of the Licensed Program. 1.4.Certain upgrades can be delivered to Customer upon commercial terms and conditions to be agreed upon."Upgrades"shall mean enhancements,new functionalities that are added into the Licensed Program. 2.RESTRICTIONS AND RESPONSIBILITIES 2.1.Customer agrees not to,directly or indirectly:reverse engineer,decompile,disassemble,or otherwise attempt to discover the source code,object code,or underlying structure,ideas,or algorithms of the Licensed Program,Documentation or data related to the Licensed Program,except to the extent such a restriction is limited by applicable law;modify,translate,or create derivative works based on the Licensed Program;or copy,reproduce,rent,lease,distribute,assign,sell,or otherwise dispose of the Licensed Program,in whole or in part,or otherwise commercially exploit,transfer,or encumber rights to the Licensed Program;or remove any proprietary notices. 2.2.Customer will use the Licensed Program only in compliance with all applicable laws and regulations (including,but not limited to, any export restrictions,surveillance and monitoring restrictions,and any privacy and data protection requirements). 2.3.Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,access,or otherwise use the Licensed Program and Customer shall also be responsible for (a)ensuring that such equipment is compatible with the Licensed Program,(b)maintaining the security of such equipment,user accounts,passwords and files,and (c)for all uses of Customer user accounts with or without Customer's knowledge or consent.To the extent Customer provides any Personal Data (as defined below)of personnel for registration purposes,Customer represents and warrants that it has any right,license,consent, and power and it has provided any notice,all as required under applicable law,to provide Zencity with such Personal Data and will be fully and solely responsible for providing only Personal Data of personnel related to the Customer.Zencity will handle such Personal Data in accordance with its Privacy Policy available at:https://zencity.io/privacy-policy/. 3.PROPRIETARY RIGHTS. Zencity retains all right,title,and interest in the Licensed Program,Documentation and any future modifications and enhancements thereof,and all intellectual property rights (including all past,present,and future rights associated with works of authorship,including exclusive exploitation rights,copyrights,and moral rights,trademark,and trade name rights and similar rights,trade secret rights,patent rights,and any other proprietary rights in intellectual property of every kind and nature) therein.Customer is granted only a limited right of use to the Licensed Program and Documentation as set forth herein,which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement. 4.CONFIDENTIALITY. Each party (the "Receiving Party")agrees not to disclose (except as permitted herein)any Confidential Information of the other party (the "Disclosing Party")without the Disclosing Party's prior written consent."Confidential Information"means all confidential business,technical,and financial information of the disclosing party that is marked as "Confidential"or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable License Agreement).Zencity's Confidential Information includes, without limitation,the soware underlying the Licensed Program and all Documentation.The Receiving Party agrees:(i)to use and disclose the Confidential Information only in connection with this Agreement;and (ii)to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature,but in no event with less than reasonable care.Receiving Party shall,before receipt or usage of such Confidential Information inform its personnel of Receiving Party's confidentiality obligations under this Agreement.Notwithstanding the foregoing,Confidential Information does not include DocuSign Envelope ID: 7642ED47-4A1C-4D25-BBB5-CEAFC2E1731DDocuSign Envelope ID: AD0A5FF1-E370-401A-852E-4F9D39916EFE information that:(i)has become publicly known through no breach by the Receiving Party;(ii)was rightfully received by the Receiving Party from a third party without restriction on use or disclosure;or (iii)is independently developed by the Receiving Party without access to such Confidential Information.Notwithstanding the above,the Receiving Party may disclose Confidential Information to the extent required by law or court order,provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5.DATA AND MATERIALS LICENSE. 5.1.Customer grants Zencity a non-exclusive, transferable,perpetual,worldwide,and royalty-free license to use any data or information provided by Customer for use in,by,or in connection with the Licensed Program,any information collected,and/or any analysis of any such information conducted by the Licensed Program. 5.2.Any content created by Customer and provided to Zencity for use in connection with the Licensed Program or other services provided by Zencity ("Customer Materials")shall be the sole property of the Customer.Customer hereby grants Zencity and its successors and assigns a perpetual,irrevocable,transferrable,worldwide,royalty-free,fully paid-up,and non-exclusive license under any of Customer's intellectual property,moral or privacy rights to use,copy,distribute,display,modify and create derivative works of any Customer Materials for the provision of the services in accordance with the terms of this Agreement.The parties acknowledge that Zencity does not require any Personal Data to be provided in order to provide the Licensed Program and Customer undertakes that it shall not provide Zencity with any Personal Data as part of the Customer Materials.To the extent the Customer Materials shall include any Personal Data it shall be incidental and Customer shall be fully liable for such Personal Data in accordance with the terms of this Agreement and applicable law. 6.FEES. 6.1.The fees for the Licensed Program ("Fees")are set forth in the applicable Order Form.Properly submitted invoices for which payment is not received within fourteen (14)days of the invoice due date shall accrue a late charge of 1.5%interest per month, compounding annually.The Fees are exclusive of any applicable taxes,which,if payable by Zencity,shall be billed to and paid by Customer,including any bank fees related to the Customer's wire transfer.Customer may not withhold or set-off any amounts from the Fees.For the avoidance of doubt,discounts or credits relating to any term defined in any Order Form shall apply to said term only and shall not carry over to any Renewal Term. 7.TERM &TERMINATION 7.1.This Agreement shall commence on the Effective Date and continue for the period of the Licensed Program purchased pursuant to any applicable and outstanding Order Form,including any renewal term,unless earlier terminated in accordance with this Section 7.In the event of any Renewal Term,the Fees payable for the Licensed Program shall be updated as specified in the Order Form.Either party may terminate this Agreement immediately by giving written notice to the other party if:(i)the other party breaches a material provision of this Agreement and fails to cure the breach within seven (7)days aer being given written notice thereof;or (ii)the other party is judged bankrupt or insolvent,makes a general assignment for the benefit of its creditors,a trustee or receiver is appointed for such party;or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. 7.2.The Initial Term shall be automatically extended for successive renewal terms of 12 months each (each,a "Renewal Term"and collectively with the Initial Term,the "Term")unless either party provides written notice of non-renewal to the other party at least 90 days before the end of each applicable term. 7.3.Upon termination,Customer will pay in full for the Licensed Program up to and including the effective date of termination.Upon any termination of this Agreement:(a)the license of the Licensed Program hereunder shall immediately terminate;and (b)each party shall return to the other party or,at the other party's option,destroy all Confidential Information of the other party in its possession. 7.4.All sections of this Agreement which by their nature should survive termination will survive termination,including,without limitation,accrued rights to payment,confidentiality obligations,warranty disclaimers,and limitations of liability. 8.WARRANTY AND DISCLAIMER 8.1.Zencity represents and warrants that:(i)it has all right and authority necessary to enter into and perform this Agreement;and (ii) the Licensed Program shall perform in accordance with generally prevailing industry standards. 8.2.Customer represents and warrants that (i)it has all right and authority necessary to enter into and perform this Agreement;(ii)it owns all right,title,and interest in and to all data,including without limitation,any Personal Data that may be included therein, provided to Zencity (if any)for use in connection with this Agreement,or possesses the necessary authorization thereto;and (iii) Zencity's use of such data or materials including Customer Materials as contemplated hereunder will not violate the rights of any third party;(iv)it has all right,license and consent required to provide Zencity with the Customer Materials,including Personal Data contained therein,if and to the extent provided in accordance with Section 5.2 above;(v)the Customer Materials and Zencity's use thereof in accordance with the terms of this Agreement does not and will not infringe upon any third party's right; and (vi)it shall at all times use the Licensed Program in compliance with applicable law."Personal Data"have the definition DocuSign Envelope ID: 7642ED47-4A1C-4D25-BBB5-CEAFC2E1731DDocuSign Envelope ID: AD0A5FF1-E370-401A-852E-4F9D39916EFE ascribed to it by the General Data Protection Regulation (EU)2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"))or any parallel term in the jurisdiction in which the Licensed Program is being used. 8.3.ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE;NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED PROGRAM.EXCEPT AS SET FORTH IN THIS SECTION 8,THE LICENSED PROGRAM IS PROVIDED "AS IS"AND ZENCITY DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE,FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT.ZENCITY DOES NOT WARRANT THAT ANY OR ALL FAILURES,DEFECTS OR ERRORS WILL BE CORRECTED,OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTOMERʼS REQUIREMENTS. 8.4.To the extent the Licensed Program or any services provided by Zencity hereunder are provided through or in connection with any third-party services,Zencity shall not have any responsibility for any technical issues or limitations resulting from the use of such third-party service,including actions of Zencity on such third-party service taken on behalf of and at the instruction of Customer. Customer acknowledges and agrees that use of any third-party service shall be in accordance with such third party's terms and privacy policy. 9.LIMITATION OF LIABILITY.NEITHER PARTY,NOR ITS SUPPLIERS,OFFICERS,AFFILIATES,REPRESENTATIVES,CONTRACTORS,AND EMPLOYEES,SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT,NEGLIGENCE,STRICT LIABILITY,OR OTHER THEORY:(A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA (EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 2.3 AND 5.2)OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS;(B)FOR ANY INDIRECT,EXEMPLARY,PUNITIVE,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES;OR (C)FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.IN NO EVENT SHALL EITHER PARTY'S AGGREGATE,CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR,IN THE CASE OF CUSTOMER,PAYABLE)FOR THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 10.MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable License Agreement.Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement,other than payment obligations,due to any act of God,act of governmental authority,or due to war,riot, labor difficulty,pandemic,failure of performance by any third-party service,utilities,or equipment provider,or any other cause beyond the reasonable control of the party delayed or prevented from performing.Zencity shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes in connection with Zencity's website and marketing materials,subject to Customer's trademark usage guidelines (as provided to Zencity).If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.This Agreement is not assignable or transferable by either party without the other party's prior written consent,provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets.This Agreement (including the License Agreement)is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements,communications,and other understandings relating to the subject matter of this Agreement.All waivers and modifications must be in a writing signed by both parties.No agency,partnership, joint venture,or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees.All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered;when receipt is electronically confirmed,if transmitted by facsimile or e-mail; the day aer it is sent if sent for next day delivery by recognized overnight delivery service;and upon receipt,if sent by certified or registered mail,return receipt requested.This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions and the competent courts of New York City shall have exclusive jurisdiction to hear any disputes arising hereunder. DocuSign Envelope ID: 7642ED47-4A1C-4D25-BBB5-CEAFC2E1731DDocuSign Envelope ID: AD0A5FF1-E370-401A-852E-4F9D39916EFE