HomeMy WebLinkAboutCarahsoft, Socrata - Master Subscription Services Agreement Commercial Terms of ServiceMaster Subscription Services Agreement
Commercial Terms of Service
This Master Subscription Services Agreement ("agreement") is effective as of the date of the last
signature below ("Effective Date") and is by and between Socrata, Inc., a wholly owned subsidiary
of Tyler Technologies, Inc., located at 705 5th Avenue South, Suite 600, Seattle, WA 98104
("Company''), and -----~ located at -----~ {"Customer'').
1. PLATFORM service. Company will provide access to and usage by a of Company's commercial
off the shelf, cloud-based software seryice and related services and support as provided under a
Company-approved order referencing this Agreement (Service). Setup, implementation,
configuration, coaching, or training services in support of the Service (collectively,
Implementation Services) may also be provided by Company if specified under an order or
statement of work.
2. USE OF SERVICE.
a. Customer Owned Data. All data, files, information, content and links uploaded or provided
by Customer through the use of the Service remains the property of Customer, as between
Company and Customer (Customer Data). Customer grants Company the right to use the
Customer Data solely for purposes of performance under by this agreement. During the term of
this agreement, Customer may export its Customer Data as allowed by functionality within the
Service.
b. Access and Usage by Users and Contractors. Customer may allow its users and third-party
contractors to access the Service in compliance with the terms of this agreement, which access
must be for the sole benefit of Customer. Customer is responsible for the compliance with this
agreement by its users and contractors.
c. Public Users. The Service provides Customer with functionality to publish all or part of
Customer Data to the general public through one or more public facing websites. Customer is
responsible for determining the online terms of use and license relative to a public user's (Public
User) use of Customer Data, and the enforcement thereof. Once a user publicly publishes
Customer Data using the Service, Company has no control over a Public User's use or misuse of
Customer Data. Users have the ability within the Service to remove the public setting applied to
Customer Data and revert it to a private setting.
d. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential;
(ii) is solely responsible all activity occurring under its account; (iii) must use commercially
reasonable efforts to prevent unauthorized access to its account and notify Company promptly
of any such unauthorized access; (iv) may use the Service only in accordance with the Service's
technical documentation (Documentation); (v) comply with all federal, state and local laws,
regulations and policies of Customer, as to its use of the Service, Customer Data, and instructions
to Company regarding the same.
e. Company Support. Company will provide customer support for the Service under the terms
of Company's Customer Support Policy {Support) which is located at
https://su pp ort.socrata.com /hc/en-us . Company will report scheduled maintenance windows,
outages or other events affecting on Company's support site.
f. Customer Data Backup. Customer is providing Company a copy of Customer Data and
Company is not the system of record of Customer Data. Any laws and regulations governing
Customer for retention of Customer Data remains Customer's responsibility. CUSTOMER IS
SOLELY RESPONSIBLE FOR BACKING UP CUSTOMER DATA.
g. API. Company will provide access to its application-programming interface {API} as part of
the Service if purchased under an order. Subject to the other terms of this agreement, Company
grants Customer a non-exclusive, nontransferable, terminable license to interact only with the
Service as allowed by the API.
Customer may not use the API in a manner--as reasonably determined by Company-that
exceeds the capacity limits in the order, constitutes excessive or abusive usage, or fails to comply
with any part of the API. If any of these occur, Company can suspend or terminate Customer's
access to the API on a temporary or permanent basis.
Company may change or remove existing endpoints or fields in API results upon at least
30 days' notice to Customer, but Company will use commercially reasonable efforts to support
the previous version of the API for at least 6 months. Company may add new endpoints or fields
in API results without prior notice to Customer.
The API may be used to connect the Service to hosted or on-premise software applications
not provided by Company {Non-Company Applications). Customer is solely responsible for
development, license, access to and support of Non-Company Applications, and Customer's
obligation under this agreement are not contingent on access to or availability of any Non-
Company Application.
3. SERVICE LEVEL AGREEMENT & WARRANTY.
a. Service Warranty. Company warrants to Customer that the functionality or features of the
Service and Support policies may change but will not materially degrade during any paid term.
b. Uptime Service Level. Company will use commercially reasonable efforts maintain the online
availability of the Service for a minimum of availability in any given month as provided in the
chart below {excluding maintenance scheduled · downtime, outages beyond Company's
reasonable control, and outages that result from any issues caused by Customer, Customer's
technology or its suppliers or contractors, Service is not in the production environment, Customer
is in breach of this agreement, or has not pre-paid for subscription fees for the Service in the
month in which the failure occurred).
Availability SLA
99.9%
Credit
3% of monthly fee for each full hour of an outage
that adversely impacted Customer's access or use of
the Service (beyond the warranty).
Maximum amount of the credit is 100% of the prorated subscription fee for
such month, or $1,800.00, whichever is less, and the minimum credit cannot
be less than $100.00.
Limited Remedy. Customer's exclusive remedy and Company's sole obligation for its failure to
meet the warranty under 3(b) will be for Company to provide a credit for the applicable month,
as provided in the chart above (if an order is not renewed then a refund in the amount of the
credit owed), for the month; provided that Customer notifies Company of such breach within
30 days of the end of that month.
Implementation Services Warranty. For Implementation Services, Company warrants that (i) it
will conduct pre-employment criminal background and E-verify checks on its personnel
performing the Implementation Services, and (ii) for a period of 30 days from delivery, it has
performed such services in conformance with generally accepted practices within the software
services industry. Customer must notify Company of any breach of the warranty in no later than
30 days after delivery of the services. CUSTOMER'S EXCLUSIVE REMEDY AND COMPANY'S ENTIRE
LIABILITY UNDER THE WARRANTY IN (II) WILL BE FOR COMPANY TO RE-PERFORM ANY NON-
CONFORMING PORTION OF THE IMPLEMENTATION SERVICES, OR IF COMPANY CANNOT REMEDY
THE BREACH THEN REFUND THE PORTION OF THE FEE ATTRIBUTABLE TO SUCH NON-
CONFORMING PORTION OF THE SERVICES. THIS WARRANTY WILL NOT APPLY TO THE EXTENT
CUSTOMER, ITS CONTRACTORS OR AGENTS HAVE MODIFIED ANY ITEM.
c. Disclaimer. COMPANY disclaims all other warranties, including, without limitation, the
implied warranties of merchantability, title and fitness for a particular purpose. While
COMPANY takes reasonable physical, technical and administrative measures to secure the
Service, COMPANY does not guarantee that the Service cannot be compromised. Customer
understands that the Service may not be error free, and use may be interrupted. any service
offered as a trial service is offered as-is only without any warranty whatsoever.
4. Payment. Customer must pay all fees as specified on the order or statement of work, but if
not specified then within 30 days of receipt of an invoice. Unless otherwise stated in an order,
fees (a) for the Service are payable up front for the initial term and each renewal term as
described in the order; and (b) for Implementation Services are payable monthly in arrears as the
work is performed. Customer is responsible for the payment of all sales, use, withholding, VAT
and other similar taxes. Company may suspend the Customer's access to the Service due to non-
payment with ten (10) days' prior written notice. Customer's access will be restored upon receipt
of the outstanding amounts.
5. MUTUAL CONFIDENTIALITY.
a. Definition of Confidential Information. Confidential Information means all non-public
information disclosed by a party {Discloser) to the other party {Recipient), whether orally,
visually, or in writing, that is designated as confidential or that reasonably should be understood
to be confidential given the natu.re of the information and the circumstances of disclosure
{Confidential Information}. Company's Confidential Information includes without limitation the
Service, its user interface design and layout, and pricing information.
b. Protection of Confidential Information. The Recipient must use the same degree of care
that it uses to protect the confidentiality of its own confidential information (but in no event less
than reasonable care} not to disclose or use any Confidential Information of the Discloser for any
purpose outside the scope of this agreement. The Recipient must make commercially reasonable
efforts to limit access to Confidential Information of Discloser to those of its employees and
contractors who need such access for purposes consistent with this agreement and who have
signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms
of this agreement.
c. Exclusions. Confidential Information excludes information that: (i} is or becomes generally
known to the public without breach of any obligation owed to Discloser, (ii} was known to the
Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the
Discloser, (iii} is received from a third party without breach of any obligation owed to Discloser,
or (iv} was independently developed by the Recipient without use or access to the Confidential
Information. The Recipient may disclose Confidential Information to the extent required by law
or court order but will provide Discloser with advance notice to seek a protective order.
d. Data Security Measures.
Security Measures. In order to protect Customer's Confidential Information, Company
will (i} implement and maintain all reasonable security measures appropriate to the nature of the
Confidential Information including without limitation, technical, physical, administrative and
organizational controls, and will maintain the confidentiality, security and integrity of such
Confidential Information; (ii} implement and maintain industry standard systems and procedures
for detecting, preventing and responding to attacks, intrusions, or other systems failures and
regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems,
and procedures; (iii} designate an employee or employees to coordinate implementation and
maintenance of its Security Measures (as defined below}; and (iv} identify reasonably foreseeable
internal and external risks to the security, confidentiality and integrity of Customer's Confidential
Information that could result in the unauthorized disclosure, misuse, alteration, destruction or
other compromise of such information, and assess the sufficiency of any safeguards in place to
control these risks (collectively, Security Measures}.
Exclusion. Company is not responsible for any data breach caused by Customer, its users
or contractors, or otherwise arising from their technology or systems or networks (including but
not limited to Non-Company Applications}, or where Customer Data is used with a Trial Service.
6. COMPANY PROPERTY.
a. Reservation of Rights. The software, services, workflow processes, user interface, designs,
and other technologies provided by Company as part of the Service or Implementation Services
are the proprietary property of Company and its licensors, and all right, title and interest in and
to such items, including all associated intellectual property rights, remain only with Company.
Customer may not remove or modify any proprietary marking or restrictive legends in the
Service. Company reserves all rights unless expressly granted in this agreement.
b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service
provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails,
libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit
material in violation of third-party rights; (iii) interfere with or disrupt the integrity or
performance of the Service (including without limitation, vulnerability scanning, penetration
testing or other manual or automated simulations of adversarial actions, without Company's
prior written consent); (iv) attempt to gain unauthorized access to the Service or its related
systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a
competitive service or product, or copy any feature, function or graphic for competitive
purposes.
c. Aggregate Anonymized Data. During and after the term of this agreement, Company may
use and owns all aggregate anonymized data within the Service for purposes of enhancing the
Service, aggregated statistical analysis, technical support and other business purposes.
7. TERM and TERMINATION.
a. Term. Unless terminated as set forth herein, the initial term of this Agreement commences
on the effective date and continues through the term set forth in the payment provisions. Upon
expiration of the initial term, this Agreement will automatically renew for additional one-year
terms at Company's then-current rates, unless Customer provides Company with notice of its
intent not to renew at least sixty (GO) days prior to the expiration of the then-current term.
b. Mutual Termination for Material Breach. If either party is in material breach of this
agreement, the other party may terminate this agreement at the end of a written 30-day
notice/cure period if the breach has not been cured. If this agreement (or an order) is terminated
by Customer due to uncured breach by Company In the event of breach by Customer, Company
agrees to provide Customer a refund of any pre-paid, unused fees as of the effective date of
termination.
c. Termination by Customer for Non-Appropriation of Funds. Customer may terminate any
order or statement of work for non-appropriation of funds if required by law or executive order
by providing Company notice. Any financial commitments made under an order prior to the
effective date of termination are neither cancellable or refundable if terminated under this
Section.
d. Return of Customer Data.
Within 60-days after termination, upon request Company will make the Service available
for Customer to export Customer Data as provided in Section 2(a).
After such 60-day period, Company has no obligation to maintain the Customer Data and
may destroy it.
d. Return Company Property Upon Termination. Upon termination of this agreement for any
reason, Customer must pay Company for any unpaid amounts, and destroy or return all property
of Company. Upon Company's request, Customer will confirm in writing its compliance with this
destruction or return requirement.
e. Suspension for Violations of Law. Company may temporarily suspend the Service or remove
the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service,
Customer has violated a law, or activity under Customer's account threatens the safety, security
and stability of the platform, network, or systems of Company or others. Company will attempt
to contact Customer in advance.
f. Termination of Trial Service. Any no cost Trial Service to which Customer has access can be
terminated at any time by either party with fifteen {15) days' prior notice.
8. LIABILITY LIMIT.
a. Exclusion of indirect Damages. Company is not liable for any indirect, special, incidental or
consequential damages arising out of or related to this agreement (including, without
limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits,
revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss
or if the damage or loss is foreseeable.
b. Total Limit on Liability. Company's total liability arising out of or related to this agreement
(whether in contract, tort or otherwise) does not exceed the amount paid by Customer within
the 12-month period prior to the event that gave rise to the liability.
9. INDEMNITY -DEFENSE OF THIRD PARTY CLAIMS.
a. By Company. Company will defend or settle any third-party claim against Customer to the
extent that such claim alleges that Company technology used to provide the Service violates a
copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies
Company of the claim in writing, cooperates with Company in the defense, and allows Company
to solely control the defense or settlement of the claim. Costs. Company will pay infringement
claim defense costs it incurs in defending Customer, and Company negotiated settlement
amounts, and court awarded damages. Process. If such a claim appears likely, then Company may
modify the Service, procure the·necessary rights, or replace it with the functional equivalent. If
Company determines that none of these are reasonably available, then Company may terminate
the Service and refund any prepaid and unused fees. Exclusions. Company has no obligation for
any claim arising from: Company's compliance with Customer's specifications; a combination of
the Service with other technology or aspects where the infringement would not occur but for the
combination; use of Customer Data; or technology or aspects not provided by Company. This
section contains Customer's exclusive remedies and COMPANY's sole liability for intellectual
property infringement claims.
b. By Customer. Customer will defend or settle any third-party claim against Company to the
extent that such claim alleges that Customer Data or Customer's use of the Customer Data with
the Service violates a copyright, patent, trademark or other intellectual property or the privacy
and publicity right of anyone, if Company promptly notifies Customer of the claim in writing,
cooperates with Customer in the defense, and allows Customer to solely control the defense or
settlement of the claim. Costs. Customer will pay claim defense costs it incurs in defending
Customer, and Customer negotiated settlement amounts, and court awarded damages.
c. Government Application. This Section shall only apply to the extent it is permitted by
sovereign immunity or other similar laws regarding indemnification by government customers.
10. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the state where
Customer's headquarter is located (without regard to conflicts of law principles) for any dispute
between the parties under this agreement or relating in any way to this agreement. Nothing
in this agreement prevents either party from seeking injunctive relief in a court of competent
jurisdiction. The prevailing party in any litigation is entitled to recover its attorney~ fees and
costs from the other party.
11. OTHER TERMS.
a. Third-Party Platform Service. Customer may be provided with access to certain third-
party web-based components as part of the Service (example without limitation, third-party stock
photos, public datasets, and third-party maps) (Third-Party Services). Customer must agree to
such Third-party Service contracts if it chooses to use those third-party services. Such Third-Party
Services will be solely governed by such third-party service contracts, and are provided AS-IS.
b. Open Source Code with the API. Company does not own any open source code that may be
provided with the API and it is provided as a convenience to Customer. Such open source code is
provided AS IS and is governed by the applicable open source license that applies to such code.
c. Federal Application. The Service and Documentation is a "commercial item," as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users
acquire only those rights in the Service and the Documentation that are provided under this
agreement.
d. Entire Agreement and Changes. This agreement and the order constitute the entire
agreement between the parties and supersede any prior or contemporaneous negotiations or
agreements, whether oral or written, related to this subject matter. Customer is not relying on
any representation concerning this subject matter, oral or written, not included in this
agreement. No representation, promise or inducement not included in this agreement is binding.
No modification of this agreement is effective unless both parties sign it. No waiver is effective
unless the party waiving the right signs a waiver in writing.
e. No Assignment. Customer will not assign it rights or obligations under this Agreement, an
order or statement of to any other party without the prior written consent of the Company.
f. Future Functionality. Customer agrees that orders under this agreement are not contingent
on the delivery of any future functionality or features, or dependent on any oral or written
comments made by Company regarding future functionality or features.
g. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable,
the other terms remain in effect. Except for the payment of monies, ·neither party is liable for
events beyond its reasonable control, including, without limitation force majeure events.
h. Money Damages Insufficient. Any breach by a party of this agreement or violation of the
other party's intellectual property rights could cause irreparable injury or harm to the other
party. The other party may seek a court order to stop any breach or avoid any future breach.
i. Order of Precedence; No Additional Terms. If there is an inconsistency between this
agreement and an order, the agreement prevails, unless there is a written amendment signed by
the parties. Company rejects additional or conflicting terms of any non-Company form-
purchasing or solicitation award documents.
j. Survival of Terms. Any terms that by their nature survive termination of this agreement for
a party to assert its rights and receive the protections of this agreement, will survive (including
without limitation, the confidentiality, limitation of liability, and indemnity terms). The UN
Convention on Contracts for the International Sale of Goods does not apply.
k. Feedback. If Customer provides feedback or suggestions about the Service, then Company
(and those it allows to use its technology) may use such information without obligation to
Customer.
SOCRATA, INC.
(a wholly owned subsidiary of Tyler
Technologies, Inc.)
By: ff IUUUJA, ~
Name: Hannah May
Title: Senior Corporate Attorney
Date: August 2, 2019
CUSTOMER
By:/40
Name: Richa Sigdel
Title: Finance Director
Date: 3/27/2019
GOVERNMENT -PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
1860 MICHAEL FARADAY DRIVE I SUITE 100 I RESTON, VIRGINIA 20190
PHONE (703) 871-8500 I FAX (703) 871-8505 I TOLL FREE (888} 66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
ca rahs oft.
TO: Richa Sigdel
City of Pasco
525 N. 3rd Avenue
P0Box293
Pasco, WA 99301 USA
EMAIL: sigdelr@pasco-wa.gov
PHONE: (509) 54-1-3065
TERMS: FTIN: 52-2189693
Shipping Point FOB Destination
Remit To: Same as /lbove
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
Credit Cards: VISAIMasterCard/AMEX
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
2733-2-33763
2 2733-2-33907
Budget data visualization and exploration
application optimized for end-user consumption and
internal user ease-of-use. -customer population
50K-150K
Soaata -SOC-OB-3
Start Date: 02/01/2019
End Date: 01/31/2020
Education Program -Standard:
Unlimited attendance and access to virtual
instructor led interactive online learning sessions
and OnDemand education content.
Socrata -SOC-PS-EDU-S
Start Date: 02/01/2019
End Date: 01/31/2020
SUBTOTAL:
.._ndudes Support Program -Basic
FROM:
EMAIL:
Stephanie Wilson
Carahsolt Technology Corp.
1860 Michael Faraday Drive
Suite 100
Reston, Virginia 20190
Stephanie.Wilson@carahsoft.com
PHONE: (703) 230-7585 FAX: (703) 871-8505
QUOTE NO:
QUOTE DATE:
QUOTE EXPIRES:
RFQNO:
SHIPPING:
TOTAL PRICE:
13999820
01/1512019
02/14/2019
GROUND
$6,741.36
WA Tax $579.76
TOTAL QUOTE: $7,321.12
QUOTE PRICE QTY EXTENDED PRICE
$494.9600 OM
$66.8200 OM
TOTAL PRICE:
WA Tax:
TOTAL QUOTE:
12
12
$5,939.52
$801.84
$6,741.36
$6,741.36
$579.76
$7,321.12
Tbis quote is subject to billing in full and will be invoiced upfront for the full 12-month tenn. Fees and charges due Net 30 upon receipt of invoice.
CONFIDENTIAL
PAGE 1 of 1
QUOTE DATE:
QUOTE NO:
01/15/2019
13999820