HomeMy WebLinkAboutContract CAG-19-069
ZC
ZENCITY
ZENCITY LICENSE AGREEMENT
Customer: City of Renton,WA
Contact Name: Robert Harrison,CAO
Quote Number 100892 Prepared By Noa Zeldin
Email noa@zencity.io
Created Date January 16,2019
Expiration Date March 31,2019
Licensed Program, Quantity Unit Price Total Price
ZenCity platform monthly subscription—cities of<150K residents 12 $3,000 $36,000
Special design partner(ZenCity's end of fiscal year-March -33% -$1,000 -$12,000
promotions)discount for the City of Renton,WA
Renton will have the option to renew for the second year of the
agreement at the early adopter design partner rate.
TOTAL PRICE for the first 12 months of usage 12 $2,000 $24,000
Thank you for choosing the ZenCity platform!
This License Agreement("License Agreement")is entered into between Zen ity echnologies Ltd.,("ZenCity"),
and you,the entity identified above("Customer"),as of the Effective Date /9 9.and will remain in effect for
a period of 12 Months("End Date"),unless the Customer provides written n tic to ZenCity of its desire to extend
the End Date for an additional 12 month term at any time prior to the End Date. ZenCity agrees to provide
Customer the same discounted 12 month price for the first 12 month renewal term. Pricing shall continue at the
discounted rates if ZenCity does not provide Customer with its proposed market pricing no later than 30 days
prior to the end of the first renewal term and the end of each subsequent term. This License Agreement includes
and incorporates the ZenCity Terms and Conditions attached as Appendix B. By signing this License Agreement,
Customer acknowledges that it has reviewed,and agrees to be legally bound by,the ZenCity Terms and
Conditions.Each party's acceptance of this License Agreement is conditional upon the other's acceptance of the
terms in the License Agreement to the exclusion of all other terms.
Customer— "ty of Renton,WA ZenCity Technologies US
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Signature: • L
Signature:
Name: 1406er+ (-hA.&(L‘404 Eyal Feder
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Role: CEO
Date: .31Iq)Zo 19 Date: March 6th, 2019
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Appendix A
Description of Services
ZenCity is a platform for understanding people in the city on a wide scale.With the use of advanced Al algorithms,we analyze data from
social media,city hotlines and other relevant sources,and provide local government stakeholders with detailed,real time insights
about how their citizens view and use the city.The analysis can be accessed through a web—based interface on desktop and
mobile devices.
1. PLATFORM FEATURES
The ZenCity platform collects data about citizen interactions from a variety of sources and analyzes them in real time using a set of
Machine-learning based algorithms. The analyzed data can be accessed via a variety of graphs on our admin dashboard,including the
following:
1.1. Category bar chart—the main bar chart shows how many interactions relate to each area of responsibility of the city,and
what is the sentiment towards that topic.The name and amount of topics can be modified to fit the customer's needs based
on our list of automatically identified sub-categories.
1.2. Alerts and notifications—the platform can create alerts about popular posts or comments or about significant changes in
whole categories.The alerts can be accessed through the dashboard,but can also go out on a daily,weekly or real time basis
via email—per the user's request.
1.3. Word cloud—The word cloud shows the most popular terms used in interactions analysed by the platform.The larger the
word is the more popular it was.
1.4. Overall sentiment view—the overall sentiment pie chart shows the ratio of positive,negative and neutral interactions out of
the total sum of interactions analysed.
1.5. Popular stories—the rotating digest of popular stories shows the stories which received the most interactions across all data
sources.
1.6. Map interface—the map interface will show all interactions which have a location property,divided by category,by type or in
a heatmap format.
1.7. Category drill down—each category has a drill down view which shows the level of discussion over time in that category,
alerts, word cloud, map and popular stories views which include data just for this category and an operative view of city
hotline calls for the category—including open calls,calls over the last week and changes over time.
1.8. Conversation analysis—the third level of drill down will be the"conversation analysis"which allows drilling down to the level
of stories themselves. In this view, users can analyse conversations based on category,date range,sentiment or keyword
search,or a combination of the above,and see both the trend and the stories themselves that make up the data.Each story
will include its source,category,sentiment,location and a link to the original content.
2. DATA SOURCES
2.1. Facebook—we analyze all interactions(posts,comments,likes,tags etc.)from public pages and public groups,both official
and unofficial.This includes official accounts of the city and other agencies,resident groups,accounts of local businesses,
community organizations,causes and any other relevant page or group that is open to the public.
2.2. Twitter—apart from the same analysis employed on facebook,on twitter we also collect all geotagged interactions in the area
and all interactions mentioning specific hashtags or keywords.
2.3. City Hotline reports—we take all city hotline reports from your database.
2.4. Additional sources — we may be able to incorporate other relevant data sources identified, such as local news sites,
community message boards,other social media platforms etc.General new data sources implemented(such as new social
media platforms) will be offered once they are available. Unique sources(such as local news sites)will be discussed and
agreed upon by both sides.
3. USERS AND PERMISSIONS
3.1. The basic package includes unlimited number of users within the organizations with varying permissions.Permissions will be
set by the customer's project lead.
4. SPECIAL DESIGN PARTNER ADDITIONS
As early adopters of the system,we see you as our partners in the ongoing development of the ZenCity platform.This means you will be
among the first to explore and try new features and capabilities, and that your feedback will direct our future development.
Therefore,we will also ask to hold regular feedback sessions where we collect your feedback,needs and ideas for changes and
additions to the platform.Additionally,we ask that the Customer reasonably assist ZenCity in the preparation of a case study.
ZENCITY TECHNOLOGIES LTD.LICENSE AGREEMENT
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Appendix B
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 License Agreement
(collectively,the"Agreement"),ZenCity hereby grants to Customer a personal,non-exclusive,non-transferable limited licence
to use the Licensed Program identified in the applicable License Agreement entered into by ZenCity and Customer("License
Agreement") 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 software 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 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 the company,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 which 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).
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.
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.The Parties agree this License Agreement and records created for or provided to the Customer are public
records subject to the Washington State Public Records Act,Chapter 42.56 RCW(PRA).Subject to the Customer's obligations under
the PRA,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 . ZenCity's Confidential Information includes, without limitation,the software underlying the Licensed Program.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 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 it determines disclosure is required by law,including the PRA 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 LICENSE.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,
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and/or any analysis of any such information conducted by the Licensed Program. This license does not include use or access to
Customer passwords or other Confidential Information, and does not permit ZenCity to use lists of individuals for commercial
purposes to the extent such use is prohibited by RCW 42.56.070 or other applicable laws..
6. PAYMENT OF FEES. The fees for the Licensed Program("Fees")are set forth in the applicable License Agreement.The Customer
will be billed for the full term specified in the applicable License Agreement on date of first onboarding.Customer shall pay all Fees
within thirty(30)days after the date of ZenCity's invoice.
7. TERM&TERMINATION
7.1. Subject to compliance with all terms and conditions,the term of this Agreement shall be from the Effective Date and shall
continue until the End Date specified on page one(1)of the Agreement(the"Term")unless terminated earlier in accordance
with the terms and conditions of this Section 7.After the first Term,this agreement may be renewed by the City as provided
on page one(1),unless expressly terminated by written notice by one party to the other three(3)months before the End Date.
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 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, subject to the Customer's duty to retain and preserve public records records in accordance with
applicable mandatory records retention schedules.
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.
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;(ii)
the Licensed Program shall perform in accordance with generally prevailing industry standards;and(iii)it will not violate the
rights of any third party in its performance under this Agreement.
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 ZenCity(if any)for use in connection with this Agreement,or
possesses the necessary authorization thereto;and(iii)it will not violate the rights of any third party in its performance of this
Agreement.
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 CUSTOMER'S REQUIREMENTS.
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 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. The limitation of liability herein does not apply to claims arising out of damages caused to third parties by
either Party's negligence,intentional misconduct,violation of laws,or breach of warranties herein.
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,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
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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 Washington without regard to its conflict of laws provisions and the competent courts in the County of King,
Washington,shall have exclusive jurisdiction to hear any disputes arising hereunder.
ZENCITY TECHNOLOGIES LTD.LICENSE AGREEMENT