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Home My WebLink AboutContract 50027 CiTY SECRETARY SEC Q STRAVA DATA PARTICIPANT AGREEMENT CONTRACTNO. �RTFt TA PARTICIPANT AGREEMENT("Agreement")states the terms and conditions under which Strava,Inc.("Strava")will deiiv tcense to the entity identified on the signature block below("Participant")certain de-identified and aggregated activity data prepared by Strava.which may include bicycle and/or pedestrian activities("Strava Data").In consideration of the licenses granted by Strava to Participant and Participant's undertakings related to the Strava Data as outlined below,and for other good and valuable consideration,the sufficiency of which is hereby acknowledged,the parties hereby agree as follows: 1) License Grant.Subject to the terms and conditions of this Agreement,Strava grants to Participant for a period of one(1)year("Term")from the data of execution of this Agreement by Participant("Effective Date")a no-cost,non-exclusive,non-transferable,non-sublicensable license to(i)use and reproduce Strava Data solely to prepare summaries,reports,chars,tables,graphs and other analyses that incorporate,are based on or are otherwise created using the Strava Data("Participant Reports')and(ii)reproduce,publicly display and distribute the Participant Reports. Participant shall not reproduce.publicly display or distribute the Strava Data other than as incorporated into a Participant Report. 2) Scope of Use and Restrictions. a) Participant shall not remove,alter,obscure or modify any copyright or other proprietary rights notices contained in,provided by or affixed to the Strava Data. b) Each copy of Participant Report must include the following attribution"Data licensed by Strava". c) Participant shall not make any statement or suggestion that Strava endorses,advocates,recommends or supports any Participant Report or any position taken by Participant or any of its affiliates or constituents. d) Participant shall not license,sublicense,sell,resell,rent,lease,transfer,assign,distribute(other than as part of a Participant Report),time share,or offer as a service the Strava Data. c) Participant shall not use the Strava Data in violation of any applicable laws or regulations. I) Participant shall not use the Strava Data in any manner that infringes the intellectual property rights.proprietary interests or rights to privacy or publicity of Strava or any third party. g) Strava will not have an obligation to provide any updates to the Strava Data or provide new information or data otherwise collected by Strava after delivery of the Strava Data. h) No entity other than Strava shall be responsible for providing support related to the Strava Data.Strava shall provide reasonable support upon request. 3) Delivery.Strava will deliver the Strava Data to Participant upon receipt of Participant's signature to this Agreement. 4) Proprietary Rights.All right,title and interest in and to the Strava Data is exclusively owned by Strava.Participant does not acquire any proprietary or ownership interest in the Strava Data,or any intellectual property rights relating thereto as a result of entering into this Agreement,Rights not expressly granted by Strava are reserved and prohibited.Subject to the foregoing.Participant will own all right,title and interest in and to the Participant Reports,including any intellectual property rights therein.Except for the attribution requirements in Section 2.b above,nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise,either express, implied or by estoppel,to any proprietary information of a party,or under any patent,copyright,trademark or trade secret of a party. 5) Term and Termination.This Agreement commences on the Effective Date,and unless earlier terminated in accordance with this Section,will continue for the Tetra.This Agreement may be terminated by Strava on written notice to Participant if Participant materially breaches the obligations in Section 2 above and does not cure the same within five(5)business days of Strava's notice.Participant may terminate this Agreement at any time for any reason on written notice to Strava.In the event of termination of this Agreement,Participant's rights and licenses to the Strava Data will end. b) Confidentiality of Strava Data and Agreement.Participant acknowledges and agrees that the Strava Data and the terms of this Agreement are confidential to Strava and its licensors and may not,except as included in a Participant Report,be disclosed to any third party or used for any purpose other than to perform Participant's obligations or exercise its rights under this Agreement.if required by applicable law or court order to disclose the Strava Data or the terms of this Agreement.Participant shall I irst provide Strava with prior notice of such compelled disclosure (if legally permissible)and will provide reasonable assistance,at Strava's cost,if Strava seeks to contest or limit the scope of the disclosure. 7) WARRANTY DISCLAIMER.EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.AND TO THE MAXIMUM EXTENT PERMITTED BY LAW.STRAVA MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STRAVA DATA,WHETHER EXPRESS,IMPLIED,STATUTORY OR O'T'HERWISE,AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT,ACCURACY, OMISSIONS,COMPLETENESS,PERFORMANCE,AND CURRENTNESS.Participant acknowledges and agrees that the Strava Data is being provided"as is."Strava does not warrant that the Strava Data will be cruor frac,or that either will meet Participant's needs or requirements. 8) LIMITATION OF LIABILITY.STRAVA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES,WHETHER IN CONTRACT,TORT.OTHER LEGAL THEORY,OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE STRAVA DATA.STRAVA SHALL NOT BE LIABLE FOR ANY CLAIMS RELATING IN ANY WAY TO LICENSEE'S INABILITY OR FAILURE'r0 CREATE OR GENERATE PARTICIPANT REPORTS,OR FOR ANY DECISION MADE OR ACTION TAKEN BY LICENSEE OR iTS AFFILIATES OR CONSTrrUENCS IN RELIANCE UPON THE STRAVA DATA. LICENSEE'S EXCLUSIVE REMEDY AND S"rRAVA'STOTAL AGGREGATE LIABILITY FOR ANY CL,.1MS L'OR Dr,MAGES UNDER OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO$25. L OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 9) General Provisions.Strava and Participant are independent contractors,and neither party shall be deemed to be the agent or employee of the other or have the ability to bind the other.No joint venture,partnership,agency,employer-employee,or other relationship is created or implied as a result of this Agreement."this Agreement will be construed in accordance with,and governed in all respects by,the laws of the State of California.Any consents,requests.demands,communications,and other notices shall be in writing,sent to the respective address set forth below or as otherwise agreed,and be deemed validly given:(a)upon delivery,if personally delivered,(b)upon being sent,if sent via a-mail, with confirmation of transmission,(c)upon delivery if delivered by reputable overnight courier,or(d)three business days following deposit in the United States mail,first class,postage prepaid,certified or registered,and return receipt requested.Participant may not assign this Agreement,or delegate its performance under this Agreement,without Strava's prior written consent.Any purported transfer,assignment,or delegation without consent will be null and void and of no force or effect.Subject to the foregoing,this Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties.Neither party will be liable for any failure to perform due to events or circumstances not within a party's reasonable control,including,but not limited to acts of God,acts of government,flood.fire,earthquakes, tsunami,civil unrest,computer or malicious attacks through the internet.If any provision of this Agreement is determined to be invalid, unlawful,void or unenforceable to any extent,such provision or any portion thereof will be interpreted to best reflect the parties'intent,and the remainder of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements and understandings,oral or written,between the parties relating to the subject matter hereof.No failure or delay on the part of a party to exercise any power,right,privilege or remedy under this Agreement,in whole or in part,will operate as a waiver thereof nor will it preclude any other or further exercise thereof.Any provision of this Agreement may be waived only in a writing signed by both parties.This Agreement may not be amended or supplemented except by in a writing executed on behalf of both parties.The prevailing party in any suit,action,counterclaim,or arbitration arising out of this Agreement will be entitled to recover reasonable attorneys' fees,litigation expenses.collection costs.and the cost of arbitration in addition to court costs. The parties acknowledge and agree that for any breach by Participant of this Agreement,there may be no adequate remedy at law and that such breach could cause irreparable harm to Strava.therefore Strava will have the right,in addition to any other remedies available,to seek immediate injunctive relief. The parties hereto have caused this Agreement to be executed by their duly authorized representative as of the Effective Date. Strava,Inc. By: Participant / BY: W l Name:Jason Liu Title:CFO dd /� Name: �Ync�r.C..o CUS�a Address: �N Straus,Inc. Title: f'r 500 3rd Street,Suite 110 . San Francisco,CA 94107 1 +a Date: "A Address: f oo 1. e kA g S 'Fo,-+ Won-4,,, T X 7(o 10 A Y� * Email Address: t=�2,•y�a�, j , Go St'` lrov ��'` '' Phone Number. ('7 �-�- J. Kayser, Giit'y 1 / Organization I N pe: H,4,�C.� ✓��![ �� FNo141M&C REQUIREDPlans for Use of Strava Data: � ��J Q ti✓ 1 CN `' 0111cd APPROVO AS TO FORM AND LEGALITY: GIS&Database Skills i ' "J): CITY ATTORNEY v)_(149 _(149 Off C OFFICIAL RECORD CiTY SECRETARY FT.iYORTH,TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. i " .nature Title This form is N/A as No City Funds are associated with this Contract A4 Printed Name i ture