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SAAS SUBSCRIPTION AGREEMENT
This SaaS Subscription Agreement (the “Agreement”) is entered into by and between Darwin AI Inc., a Delaware
company, having its principal place of business in 550 California Ave #1 Palo Alto, CA 94306 the “Company" or
“Darwin” and the legal entity City of Renton, a municipal corporation of the State of Washington, having a place of
business at 1055 S. Grady Way, Renton, WA 98057, identified in the purchase order executed between the Parties
(the “Customer”, and “Purchase Order”) effective as of the date set forth in the Purchase Order (the “Effective
Date”). Each of the Company and the Customer shall be referred to as a “Party”, and together, the “Parties”.
WHEREAS, the Company is the developer and proprietor of certain Artificial Intelligence (“AI”) based
business intelligence software platform, intended to provide robust guardrails for AI compliance,
hands-on data and insights to optimize spending and value, and a marketplace where city staff can
access approved tools tailored to their departmental needs. By centralizing AI resources and
reducing shadow IT, Darwin ensures alignment with public policies while empowering employees
with essential AI upskilling. The Platform is offered on a software-as-a-service (SaaS) basis. The
Company's software and platform, including any software code, dashboard, algorithms, utilities,
application programming interfaces, tools, reports, and analytics capabilities, and any service
provided via the platform shall be collectively referred to herein as the 'Platform.”:
WHEREAS the Customer wishes to obtain a subscription to access and use the Platform on a SaaS
basis and for its internal business needs; and
WHEREAS the Company agrees to grant the Customer the right and license to access and use the
Platform, all subject to the terms of this Agreement.
NOW, THEREFORE, the Parties desire to set forth herein their agreements with respect
thereto and agree as follows:
1.The Platform.
1.1. License. Subject to the terms of this Agreement and the Purchase Order, the Company hereby grants to
Customer, and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-
transferable and revocable (in accordance with the terms of this Agreement) right to access and use the
Platform, during the Term (as defined below) and solely for Customer’s internal business purposes, all in
accordance with and subject to the terms set forth in this Agreement. Access to the Platform will be granted
by remote means on a Software-as-a-Service (SaaS) basis. It is hereby clarified that the Customer is not granted
any rights in respect to the source code or executable code of the Platform and/or any API included therein.
1.2. Documentation. Darwin may make available certain Documentation (which shall be considered part of Darwin's
Confidential Information (as defined below)) to the Customer to be used by the Customer solely in connection
with the Customer's use of the Platform during the Term. “Documentation” means Darwin's standard user
documentation and manuals, whether in hard copy, or in any electronic form or other media, describing the
use, features and operation of the Platform. Unless context otherwise requires, the term “Platform” shall
include the Documentation.
1.3. Purchase Order; Use limitations. The Purchase Order attached hereto as Exhibit A forms an integral part of this
Agreement and its terms are incorporated herein by reference. The Platform being licensed to Customer and
which may be used by Customer during the Term and the quantities, type, and any other applicable information
regarding any restrictions on the Platform, or other licensing information, is as set forth in this Agreement
and/or any applicable Purchase Order. The Customer’s usage of the Platform is subject to usage limits,
including, for example, the number of permitted queries/Permitted Users specified in the Purchase Order, if
any. Unless otherwise specified, a quantity in a Purchase Order refers to queries/Permitted Users, and the
Platform may not be accessed by more than that number of Permitted Users or used for more queries as set
forth in the Purchase Order. If the Customer exceeds a contractual usage limit, the Customer will execute an
additional Purchase Order for additional quantities and pay any invoice for excess usage in accordance with the
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payment terms and pricing set forth in this Agreement and any Purchase Order. The Customer agrees that the
proper use of the Platform may require compatible hardware, internet access, and certain software, as further
described in the Documentation provided by Darwin. Purchase Order and any amendment thereof shall only
take effect if executed in writing by both Parties.
1.4. Use by Affiliates. If the Purchase Order explicitly provides Customer the right to allow Customer Affiliate to
access and use the Platform, Customer shall: (i) provide each such Affiliate with a copy of this Agreement; (ii)
ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be responsible for any
breach of these terms and conditions by any such Affiliate. “Affiliate” means any entity that Controls, is
Controlled by, or is under common Control with you, where “Control” means ownership, directly or indirectly,
of 50% or more of the voting interest.
1.5. Updates. Unless explicitly stated herein and/or in the Purchase Order, the Company is not obliged to provide
the Customer with any update, upgrade, new version and/or additional features of the Platform that may be
released by the Company during the Term and such may be subject to additional fees. For the avoidance of
doubt, the provisions of this Agreement shall apply to any such update, upgrade, new version and/or additional
features of the Platform.
1.6. Changes to the Platform. Darwin may change the Platform's layout, form and design and the availability of
certain content, functions or features from time to time without notice; provided, however, that Darwin will
notify the Customer of any material changes to the Platform which are likely to affect its ability to use the
Platform. The Customer hereby agrees and acknowledges that Darwin is not responsible for any errors or
malfunctions that may occur in connection with the performance of such changes.
1.7. Lawful Use. The Customer hereby declares and agrees that it shall only use the Platform in a manner that
complies with all applicable laws in the jurisdiction in which Customer uses the Platform, including, but not
limited to, applicable restrictions concerning the protection of privacy and intellectual property including
copyrights and any other intellectual property rights.
1.8. Implementation. To the extent expressly identified in the Purchase Order, Darwin will provide services to
integrate the Platform with the Customer’s existing Third Party Services (as defined below), to the extent
applicable, and/or other computer systems (“Implementation Services”). To the extent applicable, Customer
agrees to cooperate with Darwin in connection with Darwin’s provision of Implementation Services and to
provide all necessary information, access and assistance to facilitate the Implementation Services. The
Customer shall be responsible for all out-of-pocket expenses associated with Implementation Services, to the
extent expressly set forth in the Purchase Order. Additional Implementation Services beyond those expressly
set forth in the Purchase Order may incur additional costs.
1.9. Services. Unless explicitly stated herein and/or in the Purchase Order, the Company is under no obligation to
provide support, professional services, training, maintenance, modifications or customizations of the Platform
under this Agreement.
1.10. Account. An account will be created in connection with Customer’s use of the Platform (the “Account”), to be
accessed and/or used solely by Customer's employees or service providers who are explicitly authorized by
Customer to use the Platform (each, a “Permitted User”). Customer hereby acknowledges and agrees: (i) to
keep, and ensure that the Permitted Users keep the Account login details and passwords secured at all times,
and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the
activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to
promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of the
Account or the Platform.
1.11. Prohibited Uses. Except as expressly permitted herein, without the prior written consent of Company,
Customer must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i)
modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell,
license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with
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or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose
the results of any testing or benchmarking of the Platform to any third party, or use such results for Customer's
own competing software development activities or use the Platform in order to build or support, and/or assist
a third party in building or supporting, products or services which are competitive to Company's business; (v)
modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the
Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform and/or
Output Data (as defined below) in a manner that violates or infringes any rights of any third party, including
but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including
without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify
any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed,
incorporated, included or attached to the Platform nor copy any local agent, documentation or any written
materials accompanying the Platform; (viii) use the Platform for any purpose other than for the purpose for
which the Platform is designated for or other than in compliance with the terms of this Agreement; (ix)
circumvent, disable or otherwise interfere with security-related features of the Platform or features that
enforce limitations on the use of the Platform; (x) use any automated means to access the Platform; (xi)
integrate the Platform (or any part thereof) into Customer's hardware or systems other than as instructed by
the Company; (xii) ship, transfer, or export the Platform into any country, or make available or use the Platform
in any manner, prohibited by applicable laws (including without limitation export control laws, as applicable);
(xiii) violate or abuse log-in and/or password protections governing access to the Platform; (xiv) allow any third
party other than the Permitted Users to use the Platform; (xv) access, store, distribute, or transmit during the
course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or
other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage,
disable, or shut down a computer system or any component of such computer system), or unlawful,
threatening, obscene or infringing material; (xvi) use Output Data to develop models that compete with the
Platform and/or the Company; (xvii) perform penetration tests of the Platform; (xviii) use the Platform and/or
Output Data in any other unlawful manner.
2. Customer Data; Analytics Information.
2.1. Third Party Services. Operation of the Platform may require integration with the Customer’s accounts on third-
party service providers’ software and platforms (collectively, “Third Party Services”). The Customer is solely
responsible for the Third Party Services (including all APIs to which it grants access to the Company) and the
Company disclaims any responsibility and liability with respect thereto, including the Customer’s use of Third
Party Services and their integration with the Platform. The Customer hereby grant the Company a limited, non-
exclusive, royalty-free, and worldwide license, during the Term, to integrate the Platform with such Third Party
Services, to retrieve Customer Data (as defined below) therefrom and interact and use such Third Party
Services, as necessary to operate the Platform. The Customer warrants that: (a) it is duly entitled to grant the
license to the Third Party Services and applicable and APIs; (b) the Third Party Services and applicable and APIs
shall not knowingly contain any type of computer virus or any other component that may disrupt, modify,
delete, harm or otherwise impede the operation of the Platform and/or Company's systems; and that (c) the
Third Party Services and applicable APIs do not and will not infringe, misappropriate or violate any Intellectual
Property Rights and any other rights of any third party. The Company does not guarantee that the Platform will
support all Third Party Services and/or database systems and/or computer systems, except as expressly set
forth in the Documentation.
2.2. Customer Data. The operation of the Platform requires the Company to monitor, analyze and process certain
data uploaded by the Customer to the Platform, or otherwise obtained from the Customer’s systems and, to
the extent applicable, Third Party Service accounts (collectively, “Customer Data”), in order to provide the
services offered via the Platform. The Company expressly acknowledges and agrees that as between Customer
and Company, Customer is the owner of and has exclusive rights, title and interest in and to Customer Data.
Company shall have the right to access and use such Customer Data solely (i) as necessary to provide the
Platform and the services provided hereunder, and (ii) for trend analysis that may assist Company in the
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provision of its services in its business generally, provided that no such trend analysis shall result in the
disclosure of any Personal or Confidential Information about or from Customer or its employees or customers.
Company will not retain, use, disclose, sell, or otherwise process Customer Data for any purpose other than the
specific purpose of providing the Platform to the Customer and performing the services specified in this
Agreement.
2.3. As between the Company and the Customer, the Intellectual Property Rights (as such term is defined below)
and all other right, title and interest of any nature in and to the Customer Data shall remain the exclusive
property of Customer. The Company shall be considered granted a non-exclusive, sub-licensable (solely to
Company’s Affiliates and vendors), royalty-free and fully paid-up license to use the Customer Data for the
purpose of operating the Platform, performance of the Company’s obligations under this Agreement, to meet
its legal requirements and as otherwise permitted under this Agreement. The Customer shall have sole
responsibility for the accuracy, quality and legality of the Customer Data and the means by which Customer
acquired such Customer Data. Customer represents and warrants that the Customer Data has been collected,
processed and transferred to the Company in accordance with applicable laws.
2.4. Results.
2.4.1. The Platform is intended to produce certain responses and outputs based on processing of the
Customer Data, including without limitation analytics, warnings, indications and reports (collectively, “Output
Data”). (for the avoidance of doubt, Customer Data shall only be used for the benefit of the Customer and shall
not be provided or processed for the benefit of any other client of the Company). The Intellectual Property
Rights (as such term is defined below) and all other right, title and interest of any nature in and to the Output
Data which is based on, or derived from, the Customer Data shall remain the exclusive property of Customer.
2.4.2. The Customer is solely and exclusively responsible for: (i) determining whether its use of the
Platform (and primarily any use of AI technologies) is consistent with its own internal standards, policies and
laws applicable to the Customer; (ii) determining whether and which individuals within the Customer’s
organization should be provided with notice of use of Platform (as an AI based product) and implications of
relying on the Output Data; (iii) implementing appropriate human oversight of use of the Platform and the
Output Data, including evaluation of Output Data for accuracy and appropriateness for the Customer’s needs
and expectations and addressing the findings specified in Output Data, including without limitation determining
which actions are appropriate in light thereof; (iv) all actions it takes based on Output Data; and (v) taking
appropriate precautions when using Output Data for any decisions that could have a legal or material impact
on a natural person, and in this respect the Customer agrees not to rely solely upon the Platform and/or the
Output Data for any decisions that may have consequential impact on an individual, including but not limited
to legal standing, financial implications, human rights and/or physical or psychological harm. The Customer
agrees and acknowledges that the Company is not responsible or liable for the Customer’s use or reliance on
the Output Data and that the Company expressly disclaims any liability with respect to the Customer’s use of
the Output Data.
3. Fees; Payment Terms.
3.1. Fees. The Company shall issue an invoice to the Customer detailing all fees to be paid by the Customer in
consideration for the performance of Services under this Agreement. The Customer shall approve the fees
specified in such invoice pursuant to the relevant Purchase Order and such fees are payable in USD and are
non-refundable. Any disputed amounts under applicable invoice shall be paid by Customer within ten (10) days
from the date of resolving the relevant dispute.
3.2. Payment Terms. Any amount not paid when due shall accrue interest on a daily basis until paid in full. All
amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other
direct or indirect taxes, charges, levies and duties. All taxes, withholdings and duties of any kind payable with
respect to Customer’s use of the Platform under this Agreement, other than taxes based on Company's net
income, shall be borne and paid by Customer.
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4. Ownership.
4.1. The Platform. The Platform is not for sale and is and shall remain Company’s sole property. All right, title, and
interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or
related to the Platform and any and all derivative works, improvements, enhancements, updates, upgrades
and customizations thereof or thereto are and shall remain owned solely by the Company or its licensors. This
Agreement does not convey to Customer any interest in or to the Platform but only, as aforesaid, a limited
revocable right to use the Platform, in accordance with the terms of this Agreement, and nothing herein
constitutes a waiver of the Company’s Intellectual Property Rights under any law.
“Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all
reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of
the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade
secrets and all other confidential or proprietary or useful information that has independent value, and all know-
how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising
under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names,
company names, trade styles, service marks, certification marks, collective marks, logos, and other source of
business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are
recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and
processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the
foregoing throughout the world.
4.2. Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions or the
like) regarding the Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and
the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such
Feedback into the Platform and/or other current or future products or services of the Company (without the
Customer's approval and without further compensation to the Customer), provided that such Feedback is used
on an anonymous basis and does not identify the Customer.
5. Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other
Party, in any form or media, including (without limitation) confidential trade secrets and other information
related to the products, software, technology, data, know-how, or business of the other Party, whether written
or oral, and any other information that a reasonable person or entity should have reason to believe is
proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take
reasonable measures, at least as protective as those taken to protect its own confidential information, but in no
event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third
party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly
permitted under this Agreement or by applicable law. For the avoidance of doubt, a recipient Party may disclose
the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a
"need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of this
Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and
exclusive property of its disclosing Party. Notwithstanding the foregoing, in the event that Customer receives a
request to disclose information related to this Agreement, pursuant to Washington Public Records Act (“PRA”),
Customer shall be entitled to disclose the information requested but only to the extent required under such
request, and provided that Customer confirmed to the Company that no exemption under the PRA applies and
after providing the Company with reasonable time to assess the request and the application of such exemption,
to the extent permitted under applicable law (“Approved PRA Request”). Company shall cooperate with
Customer in order to comply with an Approved PRA Request and shall provide Customer with records requested
with two (2) business days from the receipt of such requested records by the Company. To the extent reasonably
possible, Customer shall use its best efforts to ensure that the Confidential Information disclosed under such
request shall be treated as confidential following its disclosure.
6. Reference Customer. Customer agrees that the Company may identify Customer as a user of the Platform and
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use Customer's trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press
releases, and (ii) in order to develop a brief customer profile for use by Company on Company's website or social
media accounts for promotional purposes.
7. Warranties; Disclaimer of Warranties; Limitation of Liability; Indemnification.
7.1. Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of this
Agreement will not conflict with any obligations it has towards third parties, or violate any provision of any
applicable law. The Customer further represents and warrants that: (i) it will use the Platform in compliance
with any applicable laws; and (ii) it obtained all applicable governmental permits or certifications which may
be required for its use of the Platform.
7.2. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PLATFORM (INCLUDING ANY OUTPUT DATA AND ANY SERVICES OFFERED VIA THE PLATFORM) AND ANY
SERVICES PROVIDED HEREUNDER (INCLUDING IMPLEMENTATION SERVICES) ARE PROVIDED ON AN “AS IS”
BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THIS AGREEMENT, THE COMPANY DOES NOT
WARRANT THAT THE PLATFORM (INCLUDING THE OUTPUT DATA) AND ANY SERVICES PROVIDED HEREUNDER
WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE PLATFORM'S OPERATION WILL BE SECURED AT ALL TIMES,
UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL
COMPONENTS OR OTHER SOFTWARE LIMITATIONS, AND THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS
WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND
ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT DEROGATING FROM
THE FOREGOING, COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER’S DETERMINATION WHETHER TO
ACT ON THE BASIS OF ANY OUTPUT DATA AND FOR ANY OUTCOMES OF SUCH DECISION.
7.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS EMPLOYEES, CONTRACTORS,
AGENTS, DIRECTORS, SHAREHOLDERS, LICENSORS, SUPPLIERS, AFFILIATES, DISTRIBUTORS AND RESELLERS
(COLLECTIVELY, “COMPANY’S REPRESENTATIVES”) SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT
LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL), SUFFERED BY ANY
PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO, THIS AGREEMENT, ANY USE OF OR INABILITY
TO USE THE PLATFORM AND/OR THE OUTPUT DATA AND/OR AND ANY SERVICES PROVIDED HEREUNDER, EVEN
IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.4. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT
LEGALLY PERMISSIBLE, THE COMPANY AND THE COMPANY’S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY
FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE
CUSTOMER'S USE OR INABILITY TO USE THE PLATFORM AND/OR THE OUTPUT DATA SHALL IN NO EVENT
EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE
PURCHASE ORDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE
FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
7.5. The Customer agrees to defend, indemnify and hold harmless the Company and Company’s Representatives
from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses
(including but not limited to attorney's fees) arising from: (i) the Customer's breach of applicable law, its
warranties, obligations and undertakings under this Agreement; and (ii) a third party claim, suit or proceeding
alleging that the use of the Customer Data and/or Third Party Services within the scope of this Agreement
infringes, or may infringe, any right of any third party.
8. Term and Termination.
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8.1. Term. This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and
effect for an initial term set forth in the Purchase Order (the “Initial Term”). Unless expressly set forth in the
Purchase Order, following the Initial Term, this Agreement will automatically be renewed, for successive terms
equivalent to the period in the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the
“Term”), unless: (i) terminated by a Party upon written notice to the other Party at least thirty (30) days prior
to the commencement of any Renewal Term, or (ii) this Agreement is terminated in accordance with Section
8.2 below. The Company may modify the fees due for the Customer’s use of the Platform, upon the
commencement of each Renewal Term, provided that it provides the Customer with written notice of such
change, at least sixty (60) days prior to the commencement of the relevant Renewal Term. Notwithstanding
the foregoing, the Initial Term and Customer's cancellation rights are subject to the POC provisions set forth in
the Purchase Order.
8.2.
8.3. Termination.
8.3.1. Material Breach. Either Party may terminate this Agreement with immediate effect if the other Party
materially breaches this Agreement and such breach remains uncured (to the extent that the breach
can be cured) thirty (30) days after having received written notice thereof; except that the curing
period for non-payment shall be ten (10) days following said notice.
8.3.2. Distress Event. In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent,
whether voluntarily or involuntarily, or shall take any action to be so declared, and such event is not
cancelled within 30 days, the other Party shall have the right to immediately terminate this
Agreement.
8.3.3. Effects of termination. Upon termination or expiration of this Agreement: (i) the rights and licenses
granted to Customer under this Agreement shall expire, and Customer shall discontinue all further
use of the Platform; (ii) Customer shall immediately permanently delete all copies of the
Documentation provided by the Company (if any) in Customer’s possession or control; (iii) the
receiving Party shall immediately return and/or permanently delete (as instructed by the disclosing
Party) the Confidential Information, other than Confidential Information that the recipient is required
to retain by law, regulation or governmental order; and (iv) any sums paid by the Customer until the
date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge
in full all due sums owed by the Customer to Company under this Agreement until the date of
termination or expiration hereof, which sums shall become immediately due and payable on the date
of termination or expiration of the Agreement. The provisions of this Agreement that, by their nature
and content, must survive the termination of this Agreement in order to achieve the fundamental
purposes of this Agreement shall so survive. Termination of this Agreement shall not limit either Party
from pursuing any other remedies available to it under applicable law.
9. Export Compliance. The Platform may be subject to United States and other jurisdictions’ export control and
economic sanctions laws and other foreign trade controls. Each Party agrees to comply with applicable laws in
connection with its performance hereunder, including without limitation, applicable U.S. and foreign export
controls, economic sanctions, and other trade controls and shall not provide access to the Platform to any user
in an embargoed nation, including without limitation, Cuba, Iran, North Korea, Syria, Crimea Region of Ukraine,
Russia, Lebanon or any other country/region that becomes an embargoed nation.
10. Participating Agencies. This Agreement may be extended, with the authorization of the Company, to other
government agencies or public entities ("Participating Agencies") under the same prices, terms, and conditions.
Each Participating Agency shall execute its own contract with the Company for its requirements. The Company
shall deal directly with each Participating Agency concerning the placement of orders, issuance of purchase
orders, contractual disputes, invoicing, and payment. Customer is not a party to any contract between the
Company and a Participating Agency and shall not be responsible for any claims, disputes, or performance issues
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between the Company and any Participating Agency. Participating Agencies may modify terms and conditions
to comply with their local requirements. However, such modifications shall not affect the terms and conditions
of this Agreement with Customer or Company's obligations hereunder. Any estimated quantities in this
Agreement are based on Customer's anticipated needs only. Participating Agencies may order additional
quantities at the same unit prices, terms, and conditions. The Company agrees to honor such orders and shall
not discriminate against Participating Agencies in pricing or terms. Upon receipt of a written request from a
government agency, the Company agrees to furnish such goods and/or services under the same terms,
conditions, pricing, and performance requirements set forth in this Agreement, subject to the availability of
funds and any ordering procedures mutually agreed upon by the parties. The Company shall maintain records
showing any purchases made by Participating Agencies under this provision and shall provide reports of such
activity upon request. Notwithstanding the foregoing, the Company may decline a piggyback order without
breaching this Agreement if: (a) the order would materially disrupt the Company’s performance under this
Agreement; or (b) the requesting agency fails to comply with agreed-upon ordering procedures. Customer shall
bear no responsibility or liability for any agreements between the Company and Participating Agency who
exercise this option.
11. Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and
shall supersede any and all prior agreements and understandings relating thereto. This Agreement may be
amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights
granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be
deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of
future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed
only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under this
Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, the Company
may assign this Agreement without the consent of the Customer in connection with any merger (by operation
of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets
related to this Agreement or similar transaction. This Agreement shall be governed by and construed under the
laws of the State of Washington, US without reference to principles and laws relating to the conflict of laws. The
competent courts located in the United States Superior Court of Washington in and for King County, and shall
have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this
Agreement. The provisions of the United Nations Convention on the International Sale of Goods shall not apply
to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership,
joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Company
will not be liable for any delay or failure to provide the Platform resulting from circumstances or causes beyond
the reasonable control of the Company (i.e., force majeure events). This Agreement may be executed in
electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized
officers as of the effective date of the Order.
DARWIN AI INC.
By: ___________________________
Name: _________________________
Title: __________________________
Signature Date: __________________
CITY OF RENTON, WA
By: ___________________________
Name: _________________________
Title: __________________________
Signature Date: __________________
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EXHIBIT A – PURCHASE ORDER
Purchaser Order No. Effective Date: ____ Upon Signature
Customer Name:
City of Renton, WA
Customer Address:
Renton City Hall
1055 S Grady Way
Renton, WA 98057
Subscription and License Type:
Darwin Govern - SaaS Software
Darwin Launchpad – SaaS Software
Licenses Cost
1 $25,000
Implementation Included
Total: $25,000 $ (the “Subscription Fees”)
Term and Renewal of Subscription: The subscription terms shall be as follows:
Initial term of the subscription is one year from the executed
date of this agreement.
Annual Fee: $25,000
Payment terms: Payment terms: The payments are non-refundable and non-
cancelable and do not include taxes, except as expressly
modified by the POC cancellation right set forth under "Other
Terms and Conditions" below.
Payment details: Account Name: Darwin AI, Inc.
Name of the Bank: Choice Financial Group
Address of the Bank: 4501 23rd Avenue S
Fargo, ND 58104
Account Number: 202520326592
ABA CODE: 091311229
SWIFT: CHFGUS44021
Other Terms and Conditions:
This Purchase Order reflects a twelve (12) month annual
subscription that will commence with an initial thirty (30) day
Proof of Concept ("POC") period. Customer will issue a
purchase order at the start of the POC period covering the
full annual subscription term. No invoicing will occur during
the thirty (30) day POC period. Customer may, at its sole
discretion, elect not to continue the annual subscription by
providing written notice to the Company prior to the
expiration of the POC period, in which case no fees shall be
due and the subscription shall terminate at the end of the
POC period with no further obligation by either Party. The
cancellation right in this paragraph controls over the "non-
refundable, non-cancelable" language above during the POC
period only.
This Purchase Order will only be effective when signed by both Parties. By signing below, the Customer
acknowledges that access and use of the Darwin Platform is subject to the terms and conditions of our
SaaS Agreement (the “Agreement”) and agrees to be legally bound to the terms and conditions of this
Purchase Order and the Agreement, which terms are incorporated herein by reference and form an
integral part of this Purchase Order. The person signing below represents and warrants that she/he has
the authority to bind the Customer to the terms of this Purchase Order and the Agreement.
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Agreed and Accepted:
Darwin AI Inc.
By: ______________________
Name: ___________________
Title: ____________________
Date: ____________________
City of Renton, WA
By: ______________________
Name: ___________________
Title: ____________________
Date: ____________________
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