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Terms

Crowdbrite Software Agreement

Crowdbrite Terms and Conditions

SOFTWARE SERVICES

1.1 Subject to the terms and conditions of these Crowdbrite Terms and Conditions (the “Agreement”), Crowdbrite will use commercially reasonable efforts to perform the software services (the “Software Services”) identified in the applicable Software Agreement entered into by Crowdbrite and Customer (“Software Agreement”).

1.2 Customer understands that Crowdbrite”s performance depends on Customer timely providing Crowdbrite with consolidated copies of the city”s graphics, logo, planning area information and supporting images in. jpeg format. In addition, Customer agrees to provide Crowdbrite with supporting information and data, in .pdf format, including updated plans, maps, drawings and open house boards. Any dates or time periods relevant to Crowdbrite”s performance will be extended appropriately and equitably to reflect any delays caused by Customer”s failure to timely deliver any such materials. Crowdbrite shall not be liable for any delays in performance under this Agreement resulting from Customer”s failure to meet these obligations. Customer will provide one contact person to consolidate materials and Beta version feedback.  Crowdbrite will provide cloud hosting service to easily share all files in a convenient secure online location.

1.3 Customer understands the success of online engagement depends on the amount of outreach, and their level of effort to spread the word about the online engagement tool.   Crowdbrite recommends a minimum two to four week outreach push through targeted email campaigns, social media outreach, paid social media advertisements, website/local newspaper postings and fliers and announcements at events and physical meetings.  Links to the project url should be placed on existing websites and in print media and emails.  Crowdbrite team may offer outreach strategy and assistance based on detailed & approved scope of work in appendix A.  Additional outreach will be required for each phase of the project.

RESTRICTIONS AND RESPONSIBILITIES

2.1 This is a contract for access to the Software Services and 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 Software Services, documentation or data related to the Software Services, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Software Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber rights to the Software Services; or remove any proprietary notices.

2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions).

2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or otherwise use the Software Services and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the Software Services, (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.

  1. OWNERSHIP. Crowdbrite retains all right, title, and interest in the Software Services 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 retains ownership of all drawings, documents and usage reports including public input. Crowdbrite may retain version of the online project for public record and marketing purposes.
  2. 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 Software Agreement). Crowdbrite”s Confidential Information includes, without limitation, the software underlying the Software Services and all documentation relating to the Software Services. “Confidential Information” does not include “Public Data,” which is data that the city has previously released or would be required to release according to applicable federal, state, or local public records laws. 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. Notwithstanding the foregoing, Confidential Information does not include 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.
  3. DATA LICENSE. Customer grants Crowdbrite a non-exclusive, transferable, perpetual, worldwide, and royalty-free license to copy, modify, and make derivative works of any data or information submitted by Customer on the Software Services or otherwise provided to Crowdbrite for the purpose of providing the Software Services.
  4. PAYMENT OF FEES. The fees for the Software Services (“Fees”) are set forth in the applicable Software Agreement. Customer shall pay all Fees within thirty (30) days after the date of Crowdbrite”s invoice (which Crowdbrite typically sends 30 days after the Effective Date). Unpaid invoices may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Crowdbrite may increase its fees with thirty (30) days notice prior to the end of the then-current term, provided that such increase shall not go into effect until the successive renewal term and provided Customer may terminate the Agreement with written notice to Crowdbrite.

TERM & TERMINATION

7.1 Subject to compliance with all terms and conditions, the initial term of this Agreement shall be from the Effective Date and shall continue for a period of twelve (12) months from that date. Annual Transparency Agreements shall automatically renew for successive terms of twelve (12) months each. Either party may terminate this Agreement at the end of the applicable term, with thirty (30) days prior written notice. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-breaching party may terminate this Agreement immediately upon notice.

7.2 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective date of termination. Upon any termination of this Agreement: (a) all Software Services provided to Customer 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.

7.3 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.

WARRANTY AND DISCLAIMER

8.1 Crowdbrite represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Software Services shall be performed in a professional and workmanlike manner 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 provided to Crowdbrite for use in and in connection with this Agreement, or possesses the necessary authorization thereto; and (iii) Crowdbrite”s use of such materials in connection with the Software Services will not violate the rights of any third party.

8.3 CROWDBRITE DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND CROWDBRITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  1. 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 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 CROWDBRITE (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
  2. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable Software 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, 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. Crowdbrite shall have the right to use and display Customer”s logos and trade names for marketing and promotional purposes in connection with Crowdbrite”s website and marketing materials, subject to Customer”s trademark usage guidelines (as provided to Crowdbrite). 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 Software 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, and that 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 after 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 Nevada without regard to its conflict of laws provisions.
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