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22-225.00 UrbanLogiq: Traffic Data Management Software 21-22�j di URBAN LOGIQ Building Better Communities with Data URBANLOGIQ SOFTWARE LICENSE AGREEMENT 1-YEAR LICENSE TO THE URBANLOGIQ SOFTWARE PLATFORM Licensing Agency: City of Spokane Valley Spokane Valley City Hall 10210 E. Sprague Ave. Spokane Valley, WA 99206 Phone: 509-720-5000 +1 (833)872 2647 #1505-700 West Pander Vancouver B.C.Canada V6C 1G8 urbanlogiq.com info@urbanlogiq.com y Ourbanlogiq ® /urbanlogiq ill URBAN LOGIC) UrbanLogiq Software License Agreement December 12,2022 UrbanLogiq Software License Pricing Verify Pricing UrbanLogiq Platform Software as a Service(SaaS)Costs Breakdown 1-year Entry+ License($USD) Implementation/Set-up One-Time Fee Data integration and ingestion Metric configuration, design,and validation $5,000 Software instance setup (no restriction on Pre-Launch quality and usability testing data types) User onboarding and training User testing and acceptance Annual Software Licensing Fee(for 1-year license) Advanced Software License Features Ongoing data management and ingestion Mapping/GUI to visualize and interact with all ingested data $3,000 Document upload, download,sharing, and storage Built-in reporting capabilities Unlimited reporting and data exports in standard formats(e.g., CSV) Security and Software Maintenance All data storage and hosting $2,500 Security updates and patches ISO 27001 and 27701 standards compliance Customer Success and Training including Customer Support Standard customer support Unlimited number of authorized users 99.9%uptime guarantee $2,500 Technical documentation and online articles Training sessions Subtotal-Annual License $8,000 Total Cost for all UrbanLogiq Services for Year 1 $13,000 License subscription Start Date: [12/16/2022] License subscription End Date: [12/16/2023] Payment Details: Annual Invoice Payment Terms: Net 30 Effective Date: Date Executed Comments or notes: 2 d) URBAN LOG IQ UrbanLogiq Software License Agreement December 12, 2022 URBANLOGIQ SOFTWARE SERVICE AGREEMENT This License Agreement is subject to the following terms and conditions. 1. SOFTWARE SERVICES 1.1 Subject to the terms and conditions of these UrbanLogiq Terms and Conditions(the"Agreement"),UrbanLogiq will use commercially reasonable efforts to perform the software services(the"Software Services")identified in the applicable Software Agreement entered into by UrbanLogiq and the City of Spokane Valley("Customer"). 1.2 Customer understands that UrbanLogiq's performance depends on Customer timely providing UrbanLogiq with a copy of the Customer's data in the agreed upon formats.In addition,Customer agrees to provide UrbanLogiq with,at minimum:Historical Volume and Class Data from turning movement counts,tube counts,and computed counts from MioVision devices,Historical Speed Data from tube counts,and Collision Data from WSDOT,dating back to at least December 2017 in the agreed upon data formats.UrbanLogiq must send acceptance of this data in writing to the Customer before work on data ingestion begins.Any dates or time periods relevant to UrbanLogiq's performance will be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such materials.UrbanLogiq shall not be liable for any delays in performance under this Agreement resulting from Customer's failure to deliver the required data. 1.3 Data Security and Privacy of Software Services.UrbanLogiq commits to continue to be annually audited to be in adherence to the requirements of ISO-27001,ISO-27701,ISO-27017,and ISO-27018,which stipulate the measures taken by UrbanLogiq to ensure the complete protection of privacy and security of the Customer's users and the Customer's data. 2. 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. 2.4 To optimize customer support and user experiences in our products,UrbanLogiq and verified third-party services will collect and monitor data about Customer user usage of our applications.The third-party services currently in use by UrbanLogiq include Intercom(https://www.intercom.comf)and Fullstory(https://www.fullstory.com/).With the signing of this agreement,Customer consents to the collection,analysis,and storing of this data according to UrbanLogiq's CONFIDENTIALITY(4)policies,specifical Standard of Care(4.2)and Information Security(4.3)policies. 3 di URBAN LOGIC) UrbanLogiq Software License Agreement December 12,2022 3. OWNERSHIP UrbanLogiq 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. 4. CONFIDENTIALITY 4.1 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 Parry'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).UrbanLogiq'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 Customer has previously released or would be required to release according to applicable federal,province,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. 4.2 Standard of Care:Customer acknowledges and agrees that,in the course of its engagement with UrbanLogiq, UrbanLogiq may receive or gain access to its Personal Information.UrbanLogiq will use"best efforts"to comply with the terms and conditions set forth below in its collection,receipt,access,transmission,storage,disposal,use and disclosure of such Personal Information.UrbanLogiq agrees to use"best efforts"to: (i) keep and maintain all Personal Information in strict confidence,using such degree of care as is appropriate to avoid unauthorized access,use or disclosure; (ii) use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information,or access to it,is provided pursuant to the terms and conditions of this Agreement,and not use,sell,rent,transfer,distribute,or otherwise disclose or make available Personal Information for UrbanLogiq'own purposes or for the benefit of anyone other than Customer,in each case,without Customer's prior written consent;and (iii) not,directly or indirectly,disclose Personal Information to any person other than UrbanLogiq'authorized employees and persons including any subcontractors,agents,outsourcers or auditors,without the express written consent from Customer unless,and to the extent required by Government Authorities or as otherwise,to the extent expressly required by applicable law,in which case,UrbanLogiq shall use "best efforts"to notify Customer before such disclosure or as soon thereafter as reasonably possible. 4.3 Information Security.UrbanLogiq's collection,access,use,storage,disposal,and disclosure of Personal Information does and will comply with all applicable federal and provincial privacy and data protection laws,as well as all other applicable regulations and directives.UrbanLogiq agrees to use"best efforts"to implement administrative, physical and technical safeguards to protect Personal Information that are no less rigorous than accepted industry practices,and shall use"best efforts"ensure that all such safeguards,including the manner in which Personal Information is collected,accessed,used,stored,processed,disposed of and disclosed,comply with applicable data protection and privacy laws,as well as the terms and conditions of this Agreement.If,in the course of its engagement with Customer,UrbanLogiq has access to or will collect,access,use,store,process,dispose of or disclose credit,debit 4 Ill URBAN LOGIC! UrbanLogiq Software License Agreement December 12,2022 or other payment cardholder information,UrbanLogiq shall at all times use"best efforts"to remain in compliance with the Payment Card Industry Data Security Standard(hereinafter"PCI DSS")requirements,including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS. 4.4 Personal Information means information provided to UrbanLogiq by or at the direction of Customer,or to which access was provided to UrbanLogiq by or at the direction of Customer,in the course of the parties'performances under this Agreement that:(i)identifies or can be used to identify an individual(including,without limitation,names, signatures,addresses,telephone numbers,email addresses and other unique identifiers);or(ii)can be used to authenticate an individual(including,without limitation,employee identification numbers,government-issued identification numbers,passwords or PINs,financial account numbers,credit report information,biometric or health data,answers to security questions and other personal identifiers).Customer's contact information is not by itself deemed to be Personal Information. 5. DATA LICENSE Customer grants UrbanLogiq a non-exclusive,transferable,perpetual,worldwide,and royalty-free license to use any data or information submitted by Customer to UrbanLogiq for the development of new software or the provision of the Software Services. 6. 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 UrbanLogiq's invoice,which shall be billed as of the Effective Date. Taxes.All Fees under this Agreement are exclusive of any applicable sales,value-added,use or other taxes("Sales Taxes").Customer is solely responsible for any and all Sales Taxes,not including taxes based solely on UrbanLogiq's net income.If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable,the amount may be billed by UrbanLogiq to,and shall be paid by,Customer.If Customer fails to pay any Sales Taxes,then Customer will be liable for any related penalties or interest and will indemnify UrbanLogiq for any liability or expense incurred in connection with such Sales Taxes. 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 two(2)of the Agreement.The Customer will be billed according to the Billing Frequency as specified above.The Customer will be billed on an annual basis for each twelve(12)month term.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. 8. WARRANTY AND DISCLAIMER 8.1 UrbanLogiq 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. 5 UI URBAN L C)G!O UrbanLogiq Software License Agreement December 12,2022 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 UrbanLogiq for use in and in connection with this Agreement,or possesses the necessary authorization thereto;(iii)UrbanLogiq's use of such materials in connection with the Software Services will not violate the rights of any third-party and(iv)it will not transfer any Personally Identifiable Information("PII")to the Software Services platform. 8.3 URBANLOGIQ 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 URBANLOGIQ DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE,FITNESS FOR A PARTICULAR PURPOSE,AND NON- INFRINGEMENT. 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 URBANLOGIQ(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. 10. 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.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 Province of British Columbia without regard to its conflict of law's provisions. 6 ill URBAN LOGIQ UrbanLogiq Software License Agreement December 12,2022 SIGNATURE PAGE Please complete the info and sign below. You will receive an executed copy automatically. Customer Organization Name City of Spokane Valley Spokane Valley City Hall Street Address 10210 E. Sprague Ave. City, Province/State, Zip/Postal Spokane Valley,WA 99206 Code Phone: 509-720-5000 Primary Contact Name Jerremy Clark, PE, PTOE Primary Contact Email jclark@spokanevalley.org Billing Contact Name Jerremy Clark, PE, PTOE Billing Contact Email jclark@spokanevalley.org and CommunityLogiq Software Inc. (dba. "UrbanLogiq")with an address of: 700 West Pender Street,Suite 1505,Vancouver, BC,V6C 1G8 This Agreement is between the above `Customer' and CommunityLogiq Software Inc. (dba. "UrbanLogiq"). By executing this Agreement,you approve the pricing, terms, and conditions of your subscription as listed in this document. City of Spokane Valley,WA CommunityLogiq Software, Inc. Signing Authority Signing Authority Signature Signature Full Name rd� /1u;4 Full Name Herman Chandi Title .�, Title Co-Founder, COO Date zv- z z Date December 12, 2022 7