HomeMy WebLinkAboutContract 52538 D n Erftlope ID:1FD277AA-3665-4668-88C7-OA35E727Dt3D
- FtE�ENEp CITY RETARY
CONTRACT NO 5a 53 R
2019 -
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9 me: City of Fort Worth
Business Address: 200 Texas Street, Fort Worth, TX 76102
Traction--Guest Order Form
Location Effective Dates Total # of Devices Total
Fort Worth 06/30/2019-01/31/2020 2 iPad $2,730
Total Annual Commitment
$2,730 USD
Pricing Information
Mads quoted at $195/month per device for [Enhanced] - initial 7 month term running till
Jan 315t/2020- Renewal term starts Feb Vt 2020-Jan 315t 2021.
Payment due on receipt.
Onboarding and support included with the help of a our Customer Success Team
Terms of Service
This Purchase Order, together with the terms and conditions, which can be found at
https://tractionguest.com/tos/ (the "Terms and Conditions"), constitutes your entire agreement
with Traction Guest Inc. ("Traction Guest")with respect to the subject of this Purchase Order. By
signing this Purchase Order, you acknowledge that you have read, understood and agree to the
Terms and Conditions. No modification to this agreement shall be effective unless in writing and
signed by You and Traction.
This agreement is your order form
Name: Horn 2r-90 b¢.f ,Drf
Signature' ��Y .�
Title: A�551 s f o n+ i re C h,e
Date:
Bill To Contact:-���
Bill To Email: OFFICIAL RECORD
S��-}o rttnitih Xc�S,of pv CITY SECRETARY
FT.WORTH,TX
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Traction Guest
STANDARD TERMS AND CONDITIONS
THIS IS A LEGAL AGREEMENT BETWEEN TRACTION GUEST INC. ("TRACTION GUEST")
AND YOU. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. IF YOU DO NOT
AGREE TO THESE TERMS AND CONDITIONS (THE "TERMS"), YOU ARE NOT
AUTHORIZED TO USE THE SERVICES. YOUR USE OF THE SERVICES SHALL
CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS. THE
PERSON AGREEING TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE /
SHE IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PARTY,
ENTITY, OR ORGANIZATION USING THE SERVICES
BACKGROUND:
Traction Guest has developed a software application that improves and enhances businesses'
visitor check-in experience, and reception management.
AGREEMENT:
In consideration of the mutual covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Traction Guest and You agree as follows:
1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement shall
have the following meanings:
a. "Affiliate" means, with respect to a party, any person, partnership,joint venture, corporation, or
other entity, that directly or indirectly controls, is controlled by, or is under common control with
such party.
b. "Aggregate Information" means information about Your activities on or in connection with the
Services that typically cannot be used to identify, locate, or contact You including information
regarding the frequency of use of the Services, components of the Services most frequently
accessed, and browser types used by You.
c. "Agreement" means the entire agreement between Traction Guest and You for the provision of
the Services, includes these Terms, and incorporates the Privacy Policy located
at http://www.tractionquest.com/privacv/.
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d. "Applicable Law" means any local, state, provincial, federal and foreign laws or orders of any
governmental or regulatory authority applicable to the Services and Your use thereof, including
without limitation all privacy laws, including all applicable legislation regulating use and misuse
of electronic messages and marketing e-mails, laws for the protection of Personal Information,
and Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection
of natural persons with regard to the processing of personal data and on the free movement of
such data ("General Data Protection Regulation"), to the extent applicable;
e. "Services Fees" means the aggregate of all fees payable by You to Traction Guest for the use
of the Services in accordance with this Agreement, plus all duties, levies, and taxes in
association with such fees.
f. "Intellectual Property" means all systems, applications, software code (in any form, including
source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae,
programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas,
inventions (whether or not such inventions are patentable), know-how, trademarks (whether
registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and
processes.
g. "Intellectual Property Rights" means all copyrights, moral rights, rights associated with works
of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial
property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
h. "Personal Data" means any information relating to an identified or identifiable natural person
("data subject"). An identifiable natural person is one who can be identified, directly or indirectly,
in particular by reference to an identifier such as a name, an identification number, location
data, an online identifier or to one or more factors specific to the physical, physiological, genetic,
mental, economic, cultural or social identity of that natural person.
i. "Personal Information" means any information about an identified or identifiable individual,
including, without limitation, data or information entered into the Services by You or by Your
customers or clients, that has not been made publicly available and includes Personal Data and
Sensitive Data.
j. "Processing" means any operation or set of operations which is performed on Personal
Information or on sets of Personal Information, whether or not by automated means, such as
collection, recording, organization, structuring, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction.
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k. "Sensitive Data" means (a) social security number, passport number, driver's license number,
or similar identifier (or any portion thereof), (b) credit or debit card number (other than the
truncated (last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric
or health information; (d) racial, ethnic, political or religious affiliation, trade union membership,
or information about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g)
criminal history; (h) mother's maiden name; and (i) any other information that falls within the
definition of"special categories of data" under the General Data Protection Regulation or any
other applicable law relating to privacy and data protection.
I. "Security Incident" means accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of, or access to, Personal Information.
m. "Services" means: i) Traction Guest's software application currently described as "Traction
Guest", including any updates, upgrades, patches, technology, material, modifications, bug
fixes, enhancements, data, features, related website, related technologies, and contents, as it
may be added or removed by Traction Guest from time to time and including all written
information, documentation, and materials provided to You in respect of same; and ii)any
software, materials or content made available in connection with the Services.
n. "You" or"Your" means the party entering into this Agreement with Traction Guest and includes
the person, entity, or organization having control of the use of the Services and any successor
of same. The person agreeing to this Agreement represents and warrants that he / she is
authorized to enter into this Agreement on behalf of the party, entity, or organization using the
Services. "You" or"Your" also means, in the case of a person, entity, or organization registering
for a free trial, that person, entity, or organization.
2. Use and License. You shall use the Services only in and for Your own internal purposes and
business operations. You may only use the Services during the term of this Agreement. You
may not use the Services as a service for any third party. No license or right to use, reproduce,
translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute,
transfer or dispose of the Services, in whole or in part, is granted except as expressly provided
by this Agreement. You shall not modify, copy, create derivative works from, reverse engineer,
decompile or disassemble the Services. Nothing in this Agreement will entitle You to access or
use the source code of the Services. You shall not download or use the Services if Your
download, installation or use of the Services is prohibited under Applicable Law.
3. Your Responsibilities. You are responsible for all of Your use of the Services. You shall:
a. take commercially reasonable actions to prevent unauthorized access to, or use of, the
Services, and notify Traction Guest promptly of any such unauthorized access or use; You
acknowledge and agree that Traction Guest is not be liable for any loss or damage arising from
unauthorized access to, or use of, the Services from Your account;
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b. comply with all Applicable Law;
c. ensure that You have the necessary consents required for Processing Personal Information.
d. not use the Services to engage in any deceptive, misleading, illegal or unethical marketing
activities or activities that otherwise may be detrimental to Traction Guest;
e. not collect, use, or disclose any Personal Information in connection with the Services, unless
you have obtained all necessary consents under all Applicable Law to do so;
f. not attempt to gain unauthorized access to the Services;
g. not upload to, or store within, the Services (and Personal Information shall not contain) any
infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or
tortious material, including material that is harmful to children or violates third parry privacy
rights;
h. not use the Services to store or transmit any viruses, Trojan horses, worms, time bombs, cancel
bots, or other computer programming routines or code that may damage or detrimentally
interfere with the Services or any data or Personal Information maintained on or in connect with
the Services; and
i. not send or (cause to send) Sensitive Data through the mail or text message relay functionalities
available through the Services, and will be liable for any Security Incident in connection with the
sending of Sensitive Data through such functionalities by You;
j. be responsible for (1) all hardware devices needed to access or use the Services, such as
display devices, iPads, and the like; and (2) internet access to such devices.
k. You represent and warrant that Your use of the Services will: not harm a third party; not infringe
with the privacy rights of a third parry; not be in violation or alleged violation of any Anti-Spam
Legislation; comply with applicable local, state, provincial, federal and foreign laws, including
without limitation all Applicable Laws in marketing activities.
4.
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a. Support. Traction Guest will provide reasonable telephone, web-based, and / or e-mail
technical support to You during normal business hours (Pacific Standard Time) on such terms
and conditions as Traction Guest reasonably determines. Traction Guest will make reasonable
efforts to respond to Your support queries within one business day of Traction Guest's receipt of
a support query. In the event You request services that extend beyond support for the use of the
Services in its current form, including, without limitation, changes to the design, use, or
functionality of the Services or upgrades, improvements, modifications, features, changes,
customizations, increased functionality, or additions to the Services (collectively, " Extended
Support "), Traction Guest shall have the option, but not the obligation, to provide Extended
Support and in such a case, the parties will enter into an Extended Support agreement on terms
and conditions reasonably satisfactory to the parties. Such Extended Support agreement will
include terms and conditions customary for Extended Support, including fees or method of
calculating fees, specifications of Extended Support, exclusions (if any), and method and
manner of providing Extended Support.
b. In the event that any request, correspondence, enquiry or complaint from Your customer,
regulatory or third party is made directly to Traction Guest in connection with Traction Guest's
processing of Personal Information, Traction Guest shall promptly inform You, providing details
of the same, to the extent legally permitted. Unless legally obligated to do so, Traction Guest
shall not respond to any such request, inquiry or complaint without Your prior consent except to
confirm that the request relates to You to which You hereby agree.
5. Confidentiality.
a. "Confidential Information" means any information that is of a confidential nature that is
disclosed by one party to this Agreement (the "Disclosing Party") to the other party to this
Agreement (the "Receiving Party "), including, but not limited to the Disclosing Party's business
information, customer information, trade secrets (including all Intellectual Property contained
within the Services), and Personal Information. Confidential Information does not include any
information that is disclosed by one party to another party if that information:
(1) is at the time of disclosure in the possession of the Receiving Party or any of its Affiliates
and was obtained without an obligation of confidence;
(2) is independently developed by the Receiving Party or any of its Affiliates without any use of
or reference to the Disclosing Party's Confidential Information;
(3) is or becomes publicly available without breach of any obligation of confidence;
(4) is acquired by the Receiving Party from a third party who provided the information without
breaking any express or implied obligations or duties to the Disclosing Party; or
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(5) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party's
prior written consent.
b. The Receiving Party will take all reasonable precautions necessary to safeguard the
confidentiality of the Confidential Information. The Receiving Party will not make any
unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the
Confidential Information to any individual or entity, except as otherwise permitted hereunder or
to those of the Receiving Party's employees or consultants who require access for the proper
operation of the Services and only on the condition that such employees or consultants agree to
comply with the use and nondisclosure restrictions applicable to the Confidential Information
under this Agreement. The Receiving Party acknowledges that any unauthorized use or
disclosure of Confidential Information may cause irreparable damage to the Disclosing Party. In
all cases, the Receiving Party shall use the same degree of care to protect the Confidential
Information as it uses to protect its own information of a confidential and proprietary nature, but
in no event shall the Receiving Party use less than a reasonable degree of care.
c. Notwithstanding the foregoing, You acknowledge and agree as follows:
(1) You grant to Traction Guest a non-exclusive, royalty free right during Your use of the
Services to process Your Personal Information and Aggregate Information to the extent required
to provide the Services to You, to improve the features and functionality of the Services, and to
communicate with You in the event You submit any questions or requests to Traction Guest;
(2) that Traction Guest may access or disclose your Confidential Information if: (i) Traction
Guest in good faith believes that disclosure is necessary to comply with any Applicable Law,
legal process or government request, (ii) to enforce the Agreement; (iii) to protect the security or
integrity of the Services, or(v) to respond to an emergency which Traction Guest believes
requires Traction Guest to disclose data to assist in preventing a death or serious bodily.injury.
In each of the foregoing cases, Traction Guest will disclose only such Confidential Information
as Traction Guest believes, in good faith, is necessary; and
(3) if, but only to the extent that You authorize the use of the Services in connection with Third
Party Applications, You consent to Traction Guest releasing to Third Party Developers any
Confidential Information entered into the Services reasonably required by such Third Party
Developers for the proper use of such Third Party Applications, and such Third Party
Developer's use of such Confidential Information shall be governed by Your agreement with
such Third Party Developers.
d. Confidential Information. You are a government entity under the laws of the State of Texas
and all documents held or maintained by You are subject to disclosure under the Texas Public
Information Act (the "Act"). To the extent the Agreement requires that You to maintain records in
violation of the Act, You hereby object to such provisions, to the minimum extent required to
comply with the Act and such provisions , to the extent inconsistent with the requirements of the
Act, shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, You shall promptly notify Traction Guest. Where such request for
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information is made pursuant to the Act, it will be the responsibility of Traction Guest to submit
reasons objecting to disclosure, provided that You will provide input when reasonably requested
by Traction Guest. A determination on whether such reasons are sufficient will not be decided
by You, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
6. Privacy. Traction Guest is committed to protecting the privacy of Your information. Traction
Guest's Privacy Policy is incorporated into and forms part of these Terms. Further information
about Traction Guest's Privacy Policy can be found at: https:Htractionciuest.com/privacy/
7. Indemnification.
a. Indemnification by Traction Guest. Traction Guest shall defend, indemnify, and hold You,
your directors, officers, employees, and Affiliates harmless against any loss, damage, or cost,
and any lawsuit to the extent based thereon, that is brought by a third party against You alleging
that the Services infringe any patent, trade secret, copyright or other Intellectual Property Rights
("Infringement Claim"), so long as Traction Guest is notified in writing by You as soon as
reasonably practicable as to any such Infringement Claim. You shall provide reasonable
information, cooperation and assistance in defending the Infringement Claim. Traction Guest
has no obligation with respect to any actual or claimed infringement if the Infringement Claim is
solely caused by Your data, use of the Services other than as specified in any documentation
provided by Traction Guest, or Your combination of the Services with any products, software,
services, data or other materials not provided by, required by, or approved by Traction Guest,
unless such use is necessary in order to use the Services.
8. Third Party Developers.
a. The Services may include features that permit you to connect the Services to third party
applications ("Third Party Applications") developed by third parties ("Third Party
Developers"). You acknowledge and agree that: (1)Traction Guest is not such Third Party
Developers and is not an Affiliate of such Third Party Developers; and (2) Traction Guest makes
no representations or warranties regarding Third Party Developers, Third Party Applications, or
their use of Confidential Information, to anyone, express, implied or statutory (including
warranties of design, operation, or fitness for any use or purpose). No representation or
warranty by such Third Party Developers is binding on Traction Guest nor shall breach of such
representation or warranty relieve You of your obligations to Traction Guest. Third Party
Developers may require You to enter into license agreements or pay license fees for the use of
their Third Party Applications, which, unless expressly set out herein, are not included in the
Fees.
9. Outage Policy. YOU ACKNOWLEDGE AND UNDERSTAND THAT TRACTION GUEST DOES
NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND
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THAT TRACTION GUEST MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO
INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN TRACTION GUEST'S
CONTROL. ANY SUCH DISRUPTION SHALL NOT BE CONSIDERED A BREACH OF THIS
AGREEMENT.
10. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to
You in the provision of the Services are and shall remain the sole and exclusive property of
Traction Guest and except for the limited license to use the Intellectual Property as part of Your
use of the Services in accordance with this Agreement (the "License"), no right, title, or interest
is granted in the Intellectual Property. Traction Guest and its Affiliates shall own all rights, title
and interest, including all Intellectual Property Rights, in and to any improvements to the
Services or any new programs, upgrades, modifications or enhancements thereto, even when
such refinements and improvements result from Your requests or comments. To the extent, if
any, that ownership in such refinements and improvements does not automatically vest in
Traction Guest or its Affiliates by virtue of this Agreement or otherwise, You hereby transfer and
assign to Traction Guest all rights, title, and interest which You may have to such refinements
and improvements.
11. Fees and Payment Terms.
You shall pay all Fees in advance, promptly when due in accordance with the following:
a. All Fees will be billed monthly or yearly, based on a subscription model, on the first day of the
month or the year, as applicable, of the subscription term, and are due within thirty (30) days of
the date of the applicable invoice, unless otherwise expressly agreed by the parties;
b. Fees are based on the number of devices being used to access the Services, based on the
subscription package selected by You from the packages available, as they may be updated
from time to time;
c. In the event you increase the number of devices with access to the Services during a
subscription term, you must promptly notify Traction Guest and Traction Guest may, at its
discretion, increase the Fees based on its then current fee structure;
d. To the extent that Fees are billed and paid through a third party credit card processor, such third
parry's standard terms and conditions shall apply;
e. Failure to pay Fees shall constitute a material breach of this Agreement;
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f. All outstanding amounts owing under this Agreement will incur interest at a rate of 1.5 percent
per month (or if such interest rate is not permitted by applicable law, then the maximum interest
rate permitted by applicable law), commencing on the due date, calculated monthly, until such
time as they are paid in full;
g. You are solely responsible for payment of any goods and services taxes, sales taxes, value
added taxes, and excise taxes, as applicable (but excluding any taxes attributable to Traction
Guest's income), resulting from your use of the Services; and
h. Except where otherwise expressly provided, all monetary amounts in this Agreement are stated
and shall be paid in U.S. Dollars (USD).
12. Term and Termination.
a. This Agreement shall commence on the earlier date of(1) Your acceptance of this Agreement;
and (2) delivery or download or first use of the Services (the " Commencement Date "), and
shall continue until January 31, 2020 (the "Initial Term ") unless otherwise agreed to between
the parties, in writing, or unless otherwise terminated earlier by either party pursuant to this
Agreement. Subject to section 12(b), unless otherwise agreed to between the parties in writing,
at the end of the Initial Term (and each renewal term thereafter), this Agreement will
automatically renew for additional one year periods;;
b. At the end of the Initial Term, either party may terminate this Agreement without cause upon
providing no less than thirty (30) days written notice to the other;
c. Either party may terminate this Agreement for cause immediately upon a material breach of this
Agreement by the other party. Except in the case of termination by You for cause, termination
under this part shall not relieve You of Your obligation to pay any Fees accrued or payable to
Traction Guest under the terms of this Agreement and You shall remain obligated to pay all
Fees owed for the remainder of any subscription term(s)for the Services, all of which Fees shall
become immediately due and payable in full.
d. Upon the termination or expiration of this Agreement, You shall immediately discontinue use of
the Services on all devices and You shall delete or destroy all electronic and physical stand-alone
copies of the Services. Upon Your request, provided such request is made within 30 days of the
date of termination of this Agreement, Traction Guest will make available a CSV extract of Your
data entered into the Services, that is in Traction Guest's possession or control and at the end of
that period, Traction Guest will have no obligation to maintain or provide Your data, and Traction
Guest may, at its option, delete or destroy all copies of Your data in its possession or control.
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e. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any
fiscal period for any payments due hereunder, City will notify Seller of such occurrence and the
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
f. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all Your obligations hereunder are subject to the availability of funds. If such funds
are not appropriated or become unavailable, You shall have the right to terminate the
Agreement upon 30 days written notice to traction. Fees shall be paid for the Services until the
termination date.
13. Limitation of Liability and Disclaimers
a. Disclaimer Of Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED
HEREIN: (1) THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACTION GUEST AND
ITS AFFILIATES EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE
SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL
OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY
FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF
TRACTION GUEST OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT,
SHALL BE DEEMED TO BE A WARRANTY BY TRACTION GUEST FOR ANY PURPOSE, OR
GIVE RISE TO ANY LIABILITY OF TRACTION GUEST WHATSOEVER. EXCEPT AS MAY BE
OTHERWISE SPECIFICALLY PROVIDED HEREIN, TRACTION GUEST SPECIFICALLY
DISCLAIM, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY
KIND, EXPRESS, IMPLIED OR OTHERWISE.
b. UNDER NO CIRCUMSTANCES SHALL (i) EITHER PARTY OR IT'S AFFILIATES BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO LOSS OF
REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED
DATA OR DOCUMENTATION. EXCEPT FOR (1) EACH PARTY'S INDEMNIFICATION
OBLIGATIONS, AND (2)A BREACH OF YOUR LICENSE TO USE THE INTELLECTUAL
PROPERTY AS SET OUT IN SECTION 10 OF THIS AGREEMENT THE ENTIRE LIABILITY
OF EITHER PARTY TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNTS
ACTUALLY PAID OR PAYABLE BY YOU TO TRACTION GUEST UNDER THIS AGREEMENT
IN THE YEAR IN WHICH THE CLAIM AROSE.
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14. Changes. Traction Guest reserves the right to modify these Terms at any time, which modified
Terms will supersede prior versions. Unless otherwise provided, any modifications to the Terms
will be effective fourteen (14) days after You have been notified of such modified Terms or they
have been published, whichever occurs first. In the event of material changes to this
Agreement, Traction Guest will provide notice to You, either through the Services, by way of an
electronic (including e-mail) notification, or by other reasonable means prior to the effective date
of such material changes, and should You elect not to agree to such material changes, Your
sole remedy shall be to terminate this Agreement in accordance with its terms. Your continued
use of the Services will be deemed acceptance thereof.
15. Trial Accounts. Traction Guest may, but is not obligated to, provide a trial account to You, and
this Agreement shall apply to your use of the Services during such trial account period.
16. Miscellaneous.
a. Proper Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York and the parties agree to attorn to the exclusive jurisdiction of Fort
Worth, Texas.
b. Sovereign Immunity. Nothing herein constitutes a waiver of Your sovereign immunity. To the
extent the Agreement requires You to waive its rights or immunities as a government entity;
such provisions are hereby deleted and shall have no force or effect.
c. Survival. Sections 2, 5, 6, 10, and 13 of this Agreement shall survive any expiration or
termination of this Agreement for any reason.
d. Headings. The headings used in the Agreement are for convenience and reference only and
shall not affect the construction or interpretation of this Agreement.
e. Assignment. This Agreement may not be transferred or assigned by either party without the
prior written consent of the other party, which consent may not be unreasonably withheld or
delayed. Notwithstanding the foregoing, either party may transfer or assign this Agreement (1)
to an Affiliate; (2) in the event of a sale, merger or other transfer of substantially all of its
business and assets; or (3) in the event of a sale or transfer by Traction Guest of the Services
and substantially all Traction Guest's business components required to operate the Services,
without the other party's consent. The terms and conditions of this Agreement shall enure to the
benefit of and be enforceable by the parties hereto and their permitted successors and assigns
f. Notice. Any notice or communication from one party to the other required or permitted to be
given hereunder shall be in writing and either personally delivered, sent by postal service, sent
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via courier (with evidence of delivery in any case), or, in the case of notice of changes to these
terms and conditions, sent by e-mail or other electronic means. All notices shall be in English
and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic
means, which shall be deemed to have been received the day after such notices are sent.
Unless otherwise requested, all notices to Traction Guest shall be sent to the attention of
"Legal" and may be sent by registered mail or courier to #500 —2700 Production Way, Burnaby,
B.C. V5A OC2. Unless otherwise requested, all notices to You shall be sent to the attention of
"Legal" and may be sent by registered mail or courier to the address provided by You at the time
of entering into this Agreement, or such other address as you may provide, in writing, to
Traction Guest.
g. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other
party responsible for, any cessation, interruption or delay in the performance of its obligations
hereunder due to causes beyond its reasonable control including, but not limited to, earthquake,
flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil
disturbance or commotion , act of terrorism, disruption of the public markets, war or armed
conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other
essential commodity or service required in the conduct of its business, including Internet
access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment
or decree.
h. Waiver. The waiver by any party hereto of a breach or a default of any provision of this
Agreement by another party shall not be construed as a waiver of any succeeding breach of the
same or any other provision, nor shall any delay or omission on the part of either party to
exercise or avail itself of any right, power or privilege that it has, or may have hereunder,
operate as a waiver of any right, power or privilege by such party.
i. Relationship. The Agreement shall not be construed as creating any partnership,joint venture,
or agency among the parties and no party shall be deemed to be the legal representative of any
other party for the purposes of the Agreement. No party shall have and shall not represent itself
as having, any authority to act for, to undertake any obligation on behalf of any other party,
except as expressly provided in the Agreement.
j. Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the
masculine includes the feminine and the neuter genders and the plural includes the singular and
vice versa, "or" is not exclusive" and "including" is not limiting, whether or not such non-limiting
language (such as "without limitation" or"but not limited to") is used with reference to it, and
modifications to the provisions of the Agreement may be made accordingly as the context
requires.
k. Entire Agreement. This Agreement constitutes the entire understanding of the parties with
respect to the subject matter herein. This Agreement supersedes all previous communications
between the parties, whether written or oral, with respect to the subject matter herein.
DocuSign Envelope ID:1 FD277AA-3665-4668-88C7-OA35E727D13D
I. U.N. Convention. The parties agree that the United Nations Convention on the International
Sale of Goods shall not apply to the Terms and shall not apply to any purchase order issued in
connection herewith.
m. Immigration Nationality Act. You actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and
nondiscrimination. If INA is applicable Traction's services, Traction shall verify the identity and
employment eligibility of all employees who perform work under the Agreement. If applicable,
Traction shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies
of all supporting employment eligibility and identity documentation for all employees, and, upon
request, provided the INA is applicable, provide You with copies of all 1-9 forms and supporting
eligibility documentation for each employee who performs work under the Agreement. if the INA
is applicable, Traction shall establish appropriate procedures and controls so that no services
will be performed by any employee who is not legally eligible to perform such services. if the
INA is applicable, Traction shall provide You with a certification letter that it has complied with
the verification requirements required by the Agreement.
n. No Boycott of Israel. Traction acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, You are prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of
the Texas Government Code. By signing this Addendum, Traction certifies that Traction's
signature provides written verification to You that Traction: (1) does not boycott Israel, and(2)
will not boycott Israel during the term of the Agreement.
o. Right to Audit. Traction agrees that You shall, until the expiration of three (3) years after final
payment under the Agreement and no more than once per year, be entitled to submit written
questions to Traction, and Traction will respond to said questions within a commercially
reasonable amount of time.
DocuSign Envelope ID:1 FD277AA-3665-4668-88C7-OA35E727D13D
Executed in multiples this the!?day of_��2017 .
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORT CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person responsible for the
By: 1 monitoring and administration of this contract,including ensuring
Name: Valerie Washington all performance and reporting requirements.
Title: Assistant City Manager By)6(jr ?-2,
Date: Name: Homer Robertson
APPR L RECOMMENDED: Title: Assistant Fire Chief APPROVED AS TO FORM
AND LEGALITY:
James E.Davis By:
Title: Fire Chief ATTEST.-.,,- Nam,Zohn B. Stro Zga
By; Title: Assistant City Attorney
ame: Mary a
CONTRACT AUTHORIZATION: M&C:N/A
Title: City Secrets ��' a Date Approved:N/A
U '2 . Form 1295 Certification No.:N/A
SELLER:
Traction GuestdIn
oa igned by:
F4- 1J,,-vne
By:
Chris Barone
Name:
Title: VP of sales
6/17/2019
Date:
OFFICIAL RECORD
CITY SECRETARY
ET WORTH,TX