HomeMy WebLinkAboutOpenGov, Inc. 2015-02-01C.& -cx.-- J6, O .o I f s-
DocuSign Envelope ID: 9C7D3ADD- A90C- 44E9- 8F7A- 400B2667F3D1
OPENGOV, INC. SOFTWARE AGREEMENT
CUSTOM** INFORMATION
ORGANIZATION CONTACT BILLING CONTACT (If Different}
Customer Name: City of Ukiah. CA
Contact Name:artn Sc.
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Email: K SC��c�4►r i. r GtOiUyt �c�i..tilw.
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Effective Date: Feb 1 2015
Software Services:
OpenGov Platform A proprietary web application that visualizes the customer s general ledger chart of accounts
current year spending and balance sheet. making multiple years of financial data accessible to citizens and staff
through an online portal The customer will receive access to OpenGov s Annual Budget View. Current Year View
Balance Sheet View and Transactions View
Fees: In consideration of Customer using the Services identified above Customer shall pay OpenGov Inc a fee of $6.500
Dined annually in advance for the period of the agreement commencing on the Effective Date
Welcome to OpenGov' Thanks for using our software This Software Agreernent i Agreement > is entered into between
OpenGov. Inc with its principal place of business at 1023 Shoreline Blvd Suite 100 Mountain View CA 94043 ( "OpenGov'j
and you, the entity identified above ('Customer r as of the Effective Date This Agreement includes and incorporates the
OpenGov Terms and Conditions attached as Appendix A By signing this Agreement Customer acknowledges that it has
reviewed. and agrees to be legally bound by the OpenGov Terms and Conditions Each party s acceptance of this Agreement
is conditional upon the other s acceptance of the terms in the Agreement to the exclusion of all other terms
SIMMATISMOR
Customer
OpenGov Inc.
Signature
Printed Name
Title
Date
Signature
Printed Name
Title
Date
�Klr- L If ri ?t3rES
--y{
p. _ OOCuSSIgned by
‘'
CB0242A8a0D
iaE
1 m Sane
Vice President Sales
12/24/2014
DocuSign Envelope ID: 9C7D3ADD- A90C- 44E9- 8F7A- 400B2667F3D1
Appendix A
OpenGov Terms and Conditions
L SOFTWARE SERVICES
Subject to the terms and conditions of these OpenGov Terms and Conditions Itne Agreement OpenGov will use commercially
reasonable efforts to perform the software services Ithe Software Services identified in the applicable Software Agreement entered
into by OpenGov and Customer Software Agreement
Customer understands that OpenGov s performance depends or Customer timely providing OpenGov with a copy of the
general ledger data aso in accounts csv or xisrformator including budget data for Customer
the agrees ret year and actual expense five
more
data for
ge 9
past years Any dates or time periods relevant to OpenGov 5 performance will be extended appropriately and equitably to reflect any
delays caused by Customer s failure to timely deliver any such materials OpenGov shall not oe liable tor any delays in performance
under this Agreement resulting from Customer s failure to meet these obligations
Z. RESTRICTIONS AND RESPONSIBILITIES
1 This is a contract or access to the Software Services and Customer agrees riot 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 t ease restriction
distribute limited by gin
applicable law moody trarstate or create derivative works based or. the Software Services or copy
sell or otherwise commercially exploit transfer or encumber rights to the Software Services or remove any proprietary notices
_ 2 Customer will use the Software Services only in compliance with all applicable 'laws and regulations (including but not limited to
any export restrictionsi
Customer snail be responsible for obtaining and maintaining any q for ai eo her g h at needed ded to cot s onnect to at b eswtr
otherwise use tie Software Services and Customer shall also oe esp euiple
the Software Services tbi maintaining the security of such equipment user accounts passwords and files and !cu for all uses of
Customer user accounts with or without Customer s knowledge or consent
3. OWNERSHIP. OpenGov retains all right title and interest in the Software Services an° all intellectual property rights Inducing
all past present and future rights associated with works of authorship including exclusive exploitation rignts copyrights and moral
rignts trademark and trade name rights and similar rights. trade secret rights patent rignts and any other proprietary rights in
intellectual property of every kind and nature) therein
4. CONFIDENTIALITY. Eacn party 'Disclosing e 9 it tsce permitted nt Confidential
Information of f ota party 'the Party without me D scJOsing Party prior written onsentt 'Con ide al Information"
means al) confid ential
business technical and financial information of the disclosing party that is marked as Confidential or an and/or the
circumstances1suarrounding the discosurre (including understood
or the appticable Software eAgreement) OpenGov tsnConfidential nature of the
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 state or local public records laws The Receiving Party agrees u) to use and the
measures hatoReceivinglParty connection with
tots owin C9 and
Infor to mation on ofeatsmila Confidential
event with less
than reasonable care Notwithstanding the foregoing Confidential Information does not include inormation that (i) has become
publicly noonnus fOorr disclosure breach
ory(th1 is receiving
ndependently developed rightfully recervea by
inghParty wt party from a
to tsucparty
Conf Confidential
restriction
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 tc
the Disclosing Party
DATA UCEtiCustomer rts transferabie perpetual worldwide
t royalty-free
a^ Y dal oromaon submiedbyCuuto err to OpenGov forhedevelopent of new software or the provision of the Software
Services
e. shall p
ay all ees OF
within tt?hyf30) days after the date of OpenGovs invoice iwnch OperrGov applicable
typ�a typically days atter Customer
he
Effective Dates
TERM & TERMINATION
Subject for to compliance wen (1ail 2) terms nhs and Unl sis etherthe
party declines fto this renew in writing no oe
ssfrom
anthe
30Effective
days before Date
the end of
continue for a period i twelve (12)
the applicaole term this Agreement 12) renew
month term a either errialiy breaches any periods The
Agreement andyfails bliied
on h reach) bass for thirty t3) day (12) ` non-payment) the non-
such breach w hn thirty t30) days after notice by the non-breaching party (ten i 101 days in the case of non -pay
breaching party may terminate this Agreement immediately upon notice
Tnis contract writ be valid on the effective date provided that there has been prior approval by the City Council of the City of
Ukiah
DocuSign Envelope ID: 9C7D3ADD- A90C-44E9- 8F7A- 400B2667F3D1
Upon termination Customer will pay in full for all Software Services performed up to and including the
termination p termination g all t ery tr n tl
to minate a dbi each pa y hall eturn to the other party or the o neparty provided option destroy all Cof denal
other party in its possessor
- -1 All sections of this Agreement which by their nature should survive termination will survive termination
Imitation accrued rights to payment confidentiality obiigaUons warranty disclaimers and limitations of liability
n. WARRANTY AND DISCLAIMER
y OpenGov represents and warrants that it has all right and authority necessary to enter Into and perform this Agreement and
NI the Software Services shat: be performed in a professional and workmanlike manner in accordance with generally prevailing
industry standards
S 2 Customer represents and warrants that a it has all right and authority necessary to enter into and perform this Agreement nI it
owns all right title and interest in and to all data provided to OpenGov for use in and In connection with this Agreement or possesses
the necessary autnonzation thereto and (vii OpenGov s use of such materials in connection with the Software Services will no: violate
the rights of any third party
x + OPENGOV 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 OPENGOV
DISCLAIMS ALL WARRANTIES FPARTICULAR U IMPLIED WARRANTIES OF
MERCH NTABILI YTI FITNESS OR A UR OSE 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 tBi FOR ANY INDIRECT EXEMPLARY
PUNITIVE INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES OR tCi 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
CUSTOMER TE AYAOBLE) FOR AGREEMENT
THE SOFTWARE ESSERVICES EUNDER TBHIS AGREEEMENT IN THE 12 MONTHS OF
THS PRIOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY
10. MISCELLANEOUS. Capitaiized terms not otherwise defined n these Terms and Conditions nave the meaning set forth In the
applicable Software Agreement Neither party shall be neld responsible or liable for any losses arising out of any delay or failure it
perfo -mance 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 two party service utilities or equipment provider or any other cause
beyond the reasonable control of the party delayed or prevented from performing OpenGov snail have the right to use and display
Customer s logos ano trade names for marketing and promotional purposes in connection with OpenGov s webs to and marketing
materials subject to Customer s trademark usage guidelines ias provided to OpenGovl If any provision of this Agreements found to
be unenforceable or invalid that provision will be limited or eliminated to the minimum extent necessary so tnat this Agreement will
otherwise remain In full force and effect and enforceable This Agreements not assignable oe transferable by either party without the
other partys prior written consent provided however that either party may assign this Agreement to a successor to all or substantially
all of as business or assets This Agreement l nctuding the Software Agreement s 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 r grits under this Agreement the
prevailing party will be entitled tc 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 its sent if sent for next day delivery by recognized overnight de:wery service and upon receipt if
sent by certified cr registered mail return receipt requested This Agreement shall be governed by the laws 01 the State of California
without regard to its conflict of laws provisions
effective date of
shall immediately
Information of the
inetuding without