HomeMy WebLinkAboutContracts & Agreements_208A-2017cyclomedia LICENSE AGREEMENT
GeoCycloramas and GlobeSpotter 1 Street Smart - SaaS
Attachement "C"
SCHEDULE "B"
License Agreement
This License Agreement ("Agreement") is made and entered into as of this 3rd day of October, 2417 ("Effective
Date") by and between CycloMedia Technology, Inc. ("CycloMedia"), a Delaware corporation with its principal
place of business at 2120 University Ave., Berkeley, CA 94704 (USA), and the City of Redlands ("Customer"), a local
government corporation with its principal place of business at 35 Cajon St, Redlands CA 92373 (USA).
GENERALTERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY, INC.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY MATERIALLY AFFECT THE PARTIES'
OBLIGATIONS. CYCLOMEDIA TECHNOLOGY, INC. WILL ACCEPT ORDERS AND DO BUSINESS ONLY ON THE TERMS
AND CONDITIONS BELOW.
I . ENTIRE AGREEMENT. These terms and conditions ("Terms"), together with the Service Schedules and
Order Form(s), contain all of the terms and conditions of the agreement between CycloMedia and Customer for the
services to be sold or provided to Customer, to the exclusion of any other statements and agreements, and to the
exclusion of any terms and conditions incorporated in Customer's order or other documents of Customer.
CycloMedia's acceptance of Customer's order is expressly conditioned on Customer's acceptance of these Terms,
and Customer, upon placing an order, accepts these Terms in their entirety without modification. If any of these Terms
conflict with any of the terms of any Service Schedule or Order Form, the terms of the Service Schedule will control
with respect to the covered Services and the Order Form will take precedence and control solely with respect to the
Services covered by that Order Form.
2. DEFINITIONS. In addition to terms defined in these Terms, the following terms will have the following
meanings.
2.1 "Authorized Users" means those individuals authorized by Customer to access the
CycloMedia Offerings, as permitted by the applicable Service Schedule, and who have been supplied user
identifications and passwords.
2.2 "CycloMedia Data" means the data collected by the CycloMedia Offerings, including
statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance
metrics relating to CycloMedia Offerings, Image Material, Information Products and configuration settings.
2.3 "CycloMedia Offerings" means the Services as defined in the applicable Service
Schedule.
2.4 "CycloMedia Property" means the CycloMedia Offerings, Documentation, Image
Material, Information Products, CycloMedia Data, CycloMedia's Marks (including without limitation
"CycloMedia"), CycloMedia's Confidential Information, all Documentation or data provided by CycloMedia to
Customer under these Terms, and all corresponding intellectual property rights.
2.5 "Customer Data" means all data or information provided or submitted by Customer.
2.6 "Customer Property" means Customer Data, Customer's Marks, and Customer's
Confidential Information and all corresponding intellectual property rights.
2.7 "Documentation" means the technical, user and reference manuals, notes, instructions and
summaries, technical release notes, specifications and any other supporting documentation related to the CycloMedia
Offerings, in digital or printed form.
2.8 "Image Material' means the photographs taken from land, air, or water and digital
seamless 360 -degree photographs taken at street -level ("(Geo)Cycloramas") related to the CycloMedia Offerings, in
digital or printed Form, including the associated metadata, and offered for use with the Software.
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2.9 "Information Products" means the data, datasets and/or object information and/or change
detection data related to the CycloMedia Offerings in any form, including but not limited to 3D data and data regarding
traffic signs, road markings and light poles.
2.10 "Marks" means any trademarks, service marks and logos, whether registered or
unregistered.
2.11 "Order Form" means the form signed by Customer that specifies the Services Customer
is purchasing, in the form contained in Exhibit A.
2.12 "Service(s)" means the provision of Software, Image Material, Information Products,
hosting and maintenance and professional services as described in a Service Schedule and specified in an Order Form.
2.13 "Software" means the object code version of the CycloMedia software, whether such
software is accessed remotely over the Internet or is provided on media to Customer for use on computing devices
under the control of Customer.
2.14 "Subscription Term" means the term during which Services are made available to
Customer over the Internet, as defined in an Order Form.
2.15 "Third Party Technology" means the object code version of software or other technology
that is licensed by CycloMedia or Customer from third parties, whether such software or technology is accessed
remotely over the Internet or is provided on media for use on computing devices under the control of CycloMedia or
Customer, as applicable.
RESPONSIBILITIES.
3.1 CycloMedia Responsibilities. CycloMedia will perform the Services as described in the
applicable Service Schedule, beginning on the date identified in each applicable Order Form.
3.2 Customer Responsibilities. Customer (i) will provide or upload sufficient Customer Data,
in a suitable format, for CycloMedia to provide the Services; (ii) will have suitable computing devices to be able to
access the CycloMedia Offerings; (iii) will not use the CycloMedia Offerings for any inherently dangerous application
or for an illegal activity; (iv) is solely responsible for backing up all Customer Data; (v) promptly will report to
CycloMedia any unauthorized use of the CycloMedia Offerings; and (vi) will comply with all Customer requirements
and use guidelines contained in the applicable Service Schedule ("Use Guidelines"). Customer shall allow each
Authorized User access to the Services on a maximum of three computing devises.
3.3 User Names, Passwords and Compliance. Customer is responsible for keeping its user
name(s) and password(s) confidential and secure, and limiting access to the CycloMedia Offerings to its Authorized
Users. Customer is solely responsible and liable for any activity that occurs under its account, including without
limitation all actions of Authorized Users. Customer will notify CycloMedia in writing within 3 days of Customer's
discovery of any unauthorized use. CUSTOMER HAS SOLE RESPONSIBILITY FOR (1) ENSURING ITS OWN
COMPLIANCE WITH ALL APPLICABLE LAWS OR REGULATIONS, AND (11) THE ACCURACY, QUALITY,
INTEGRITY, LEGALITY, RELIABILITY, AND APPROPRIATENESS OF ALL CUSTOMER DATA AND
ACTIVITIES.
3.4 CycloMedia Data Collection. The CycloMedia Offerings may collect certain non -
personally identifiable information that resides on Customer's computer system or is generated by Customer's use of
the CycloMedia Offerings, including, without limitation to, statistics relating to how often data is captured, transferred,
stored, copied, manipulated, or downloaded, performance metrics relating to the CycloMedia Offerings, and
configuration settings. This information may be used by CycloMedia without restriction.
3.5 Subcontractors: Third Party Technology. CycloMedia shall have the right to use or
subcontract with third parties to provide the CycloMedia Offerings; provided, however, that CycloMedia is not
released from responsibility for its obligations under these Terms. CycloMedia shall have the right to use any Third
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Parry Technology in the CycloNledia Offerings, and such Third Party Technology incorporated in the CycloMedia
Offerings may be subject to the terms and conditions of the third party.
3.6 Delivery. Any delivery dates set forth in the applicable Order Forms are estimates only
and CycloMedia reserves the right to readjust delivery dates without liability; provided, however, that CycloMedia
shall use commercially reasonable efforts to provide or deliver all CycloMedia Offerings on or before any applicable
delivery dates. CycloMedia may provide or deliver any CycloMedia Offerings in whole or in installments.
3.7 Change Orders. If either party wishes to change the scope or performance of the
CycloMedia Offerings, it will submit details of the requested change to the other in writing. CycloMedia will, within
a reasonable time after such request, provide a written estimate to Customer of (a) the likely time required to implement
the change; (b) any necessary variations to the fees and other charges for the CycloMedia Offerings arising from the
change; (c) the likely effect of the change on the CycloMedia Offerings; and (d) any other impact the change might
have on the performance of these Terns. Promptly after receipt of the written estimate, the parties will negotiate and
agree in writing on the terms of such change (a "Change Order"). Neither party will be bound by any Change Order
unless it is signed in accordance with Section 14.
FEES AND PAYMENT.
4.1 Payment. CycloMedia will invoice Customer for all payments, fees, and other costs due.
All fees and costs are due in U.S. dollars and due and payable within thirty (30) days from the date of the invoice,
unless the parties otherwise agree in writing. If Customer reasonably and in good faith disputes any invoice, Customer
will notify CycloMedia in writing of its objection within 10 days from the date of Customer's receipt of the invoice,
provide a detailed description of the reasons for the objection, and pay the portion of the invoice that is not in dispute.
Any undisputed amounts not paid within the period set forth in the applicable Order Form will bear interest at a rate
equal to the lower of [1.5%1 per month or the maximum rate of interest under applicable law. All costs incurred for
collection and bank charges will be paid by Customer. Customer will be billed all applicable taxes in addition to the
fees outlined in applicable Order Form. Customer shall have no right to set off against amounts which may become
payable to Customer under these Terms. CycloMedia will apply all payments first to any unpaid costs and fees, then
to any accrued and unpaid interest, and the balance to payments due under any invoices in inverse order of their dates.
4.2 Suspension of Services. If Customer's account is 10 days or more overdue (except with
respect to charges then under reasonable and good faith dispute), or if at any time CycloMedia believes in good faith
that the prospect of payment is impaired, in addition to any of its other rights or remedies, CycloMedia reserves the
right to immediately suspend Services and Customer access to the CycloMedia Offerings, without liability, until
Customer pays all overdue amounts in full or in CycloMedia's sole judgment provides adequate assurance of
Customer's ability to fulfill its payment obligations, either then due or thereafter arising. Suspension will not relieve
Customer of its obligation to pay the total fees owed.
TERM; TERMINATION; CHANGES.
5.1 Term. These Terms continue until termination of the later of the last Subscription Term or
completion of the Services provided under an Order Form (the "Terra").
5.2 Termination for Cause. A party may terminate these Terms or any Order Form for cause:
(i) 30 days following written notice to the other party of a material breach, provided such breach remains uncured; or
(ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors. In addition, CycloMedia may terminate these
Terms or any Order Form immediately upon a violation of the applicable Use Guidelines.
5.3 Effect of Termination. Upon termination of these Terms or an Order Form, the parties will
return or destroy any Confidential Information disclosed under these Terms. Termination will not relieve Customer
of the obligation to pay any fees accrued or payable to CycloMedia prior to the effective date of termination.
CycloMedia will not refund any pre -paid Subscription fees unless Customer terminates for cause, in which case
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LICENSE AGREEMENT
GeoCycloramas and GlobeSpotter 1 Street Smart - SaaS
CycloMedia will refund pre -paid fees for the remainder of a Subscription Term. The provisions of these Terms that
should by their nature survive termination of these Terms will survive any termination.
5.4 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order
materially affect delivery of the Services, the parties will negotiate appropriate changes to these Terms. If the parties
cannot reach agreement within 30 days after CycloMedia's notice requesting renegotiation: (a) CycloMedia may, on
a prospective basis after such 30 -day period, pass any increased costs on to Customer; and (b) if CycloMedia does so,
Customer may terminate the affected Service on notice to CycloMedia delivered within 30 days.
6. OWNERSHIP AND GRANT OF RIGHTS.
6.1 CycloMedia Property. Title to and ownership of all intellectual property rights relating to
the CycloMedia Property will at all times remain with CycloMedia, including all adaptations, modifications, derivative
works, additions or extensions, whether made by CycloMedia, Customer, or a third party.
6.2 Customer Data. As between CycloMedia and Customer, all Customer Data is owned by
Customer. Customer grants CycloMedia a limited, non-exclusive right to use, access, duplicate, sublicense, and
modify the Customer Data solely to perform its responsibilities under these Terms.
6.3 Grant of Rights. During each Subscription Term, CycloMedia grants to Customer limited,
non-exclusive, non -transferable, non -sub -licensable rights to access and use the CycloMedia Offerings identified in
the applicable Order Form, Each Service Schedule will specify any additional license rights granted to Customer. All
other rights are reserved by CycloMedia.
CONFIDENTIAL INFORMATION.
7.1 Definition of Confidential and Proprietary Information. "Confidential Information"
means trade secret other non-public information of or concerning a party or its business, suppliers, customers,
products, or services, disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"). Without
limitation, the CycloMedia Offerings and CycloMedia Data are CycloMedia Confidential Information and Customer
Data are Customer Confidential Information. Information will not be considered to be Confidential Information to
the extent that it (i) is already known to Receiving Party on a non -confidential basis when first obtained from
Disclosing Party, (ii) is or becomes publicly known through no wrongful act of Receiving Party, (iii) is rightfully
received by Receiving Party from a third party without restriction, or (iv) was independently developed by Receiving
Party without use of any Confidential Information of Disclosing Party. Neither party will use or disclose any
Confidential Information of the other party except as permitted by these Terms. Confidential Information of
Disclosing Party will be maintained under secure conditions by Receiving Party using reasonable security measures
and, in any event, not less than the same security measures used by Receiving Party for the protection of its own
Confidential Information.
7.2 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential
Information of Disclosing Party, it will, if possible, provide Disclosing Party with prior notice of the compelled
disclosure and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.
7.3 Remedies. If Receiving Party discloses or uses (or threatens to disclose or use) any
Confidential Information of Disclosing Party in breach of this Section, Disclosing Party will have the right, in addition
to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged
by the parties that any other available remedies are inadequate.
8. LIMITED WARRANTY.
8.1 CycloMedia Offerings. CycloMedia warrants the CycloMedia Offerings will operate in
substantial conformity with the applicable Service Schedule and Documentation provided by CycloMedia to
Customer. In the event of any breach of the warranty in this Section, which must be reported in writing by Customer
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within five (5) business days after Customer discovers or reasonably should have discovered such breach, Customer's
sole and exclusive remedy, and CycloMedia's sole obligation, will be for CycloMedia to correct the reported
nonconformity within a commercially reasonable period, as may be further described in the applicable Service
Schedule. The media on which Software is delivered is warranted for thirty (30) days following delivery.
8.2 Limitations. CycloMedia does not make any warranty and is not responsible in any way
for Third Party Technology or for loss of Customer Data. Customer acknowledges that communications and
transactions conducted on-line may not be absolutely secure, that there may be system or Internet failure that limits
Customer's accessibility to the CycloMedia Offerings, and that on-line services are not guaranteed to be error -free.
By using the CycloMedia Offerings, Customer accepts all responsibility and risk associated with the use of the
CycloMedia Offerings and the Internet generally.
8.3 Disclaimer of All Other Warranties. THE EXPRESS WARRANTIES IN THESE TERMS
ARE IN LIEU OF, AND CYCLOMEDIA DISCLAIMS, ALL OTHER WARRANTIES, CONDITIONS, OR
REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), RELATED TO THESE TERMS,
WHETHER ARISING BY LAW, CUSTOM OR USAGE IN THE TRADE, COURSE OF DEALING, OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON -INFRINGEMENT,
MERCHANTABILITY, AND FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT
CYCLOMEDIA OR A THIRD PARTY SOFTWARE SUPPLIER IS AWARE OF ANY SUCH PURPOSE).
CYCLOMEDIA MAKES NO REPRESENTATION OR WARRANTY THAT CUSTOMER'S USE OF THE
CYCLOMEDIA OFFERINGS, OR ANYSER VICE OR THE CYCLOMEDIA SITE, WILL BE IN COMPLIANCE WITH
ANY LA W OR REGULATION.
LIMITATION OF LIABILITY.
9.1 Direct Damases. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO
REALIZE SAVINGS OR OTHER BENEFITS) RELATED TO THESE TERMS, EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND
EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, THE
TOTAL CUMULATIVE LIABILITY OF CYCLOMEDIA FOR ANY BREACH OF THESE TERMS WILL NOT
EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS.
9.2 Limitation of Action. Except for actions for nonpayment or liability arising from Section
10, no claim, suit, action or proceeding relating to these Terms may be brought by either party more than 2 years after
the cause of action has accrued.
10. CUSTOMER REPRESENTATIONS AND WARRANTIES.
10.1 Regulations. Customer represents and warrants that it is currently complying and will
continue to comply with all requirements of laws and regulations applicable to Customer's use of the CycloMedia
Offerings, and all other applicable federal, state and local laws, regulations and guidelines, including but not limited
to those relating to export control, anti -corruption, and anti -terrorism ("Regulations").
10.2 Reliance. In connection with the performance of the Services, the parties agree that
CycloMedia may rely upon the Customer Property. Customer represents and warrants that the Customer Property is
complete and accurate. If any error results from incorrect Customer Property supplied by Customer, Customer shall
be responsible for discovering and reporting such error, payment of any and all fees and expenses incurred by
CycloMedia due to such error, payment for any additional Services to be performed by CycloMedia due to such error,
and supplying the Customer Property necessary to correct such error by reprocessing at the earliest possible time.
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11. INDEMNIFICATION.
11.1 Indemnification by Customer. Customer will indemnify, defend and hold harmless
CycloMedia, its directors, officers, employees, and agents, against all costs, liabilities, losses, fines and expenses
(including, but not limited to, reasonable attorneys' fees) arising from any government investigation or enforcement
and/or third party claim, suit, action, or proceeding (each, an "Action") relating to (i) Customer's violation or alleged
violation of any applicable Regulation or a breach of any warranty in Section 10, (ii) Customer's breach of Sections
3.2 or 3.3 or the applicable Service Schedule, or (iii) Customer's violation or alleged violation of any contractual or
legal obligation to a third party. Customer will pay all costs and damages incurred by CycloMedia in any Action, or
those costs and damages agreed to in a monetary settlement of such Action.
11.2 Indemnification by CycloMedia. CycloMedia will indemnify, defend, and hold harmless
Customer, its directors, officers, employees, and agents, against any Action against Customer solely to the extent that
the Action is based on a claim that any Software infringes any United States copyright or misappropriates any trade
secret. CycloMedia will pay costs and damages finally awarded against Customer in any such Action, or those costs
and damages agreed to in a monetary settlement of an Action. If the Software becomes, or in CycloNledia's opinion
is likely to become, the subject of an infringement or misappropriation claim, CycloMedia may, at its option and
expense, either: (i) procure for Customer the right to continue using the Software as part of the CycloMedia Offerings,
or (ii) replace or modify the Software so that it becomes non -infringing (provided any such replacement or
modification does not materially degrade the Software's functionality as described in the then -current
Documentation). Notwithstanding the foregoing, CycloMedia will have no obligation with respect to any Third Party
Technology or Customer Property or an infringement or misappropriation claim if the Software is being misused, used
in violation of these Terms or any Regulations, used in nonconformance with the Documentation, or has been modified
by Customer or any third party. CycloMedia's obligations under this Section will constitute its sole and exclusive
obligations and Customer's sole and exclusive remedy in the event that any claim or action is brought against
Customer alleging that the CycloMedia Offerings infringe, misappropriate, or otherwise violate the rights of any third
party.
11.3 Notification and Cooperation. The obligations under this Section are conditioned on (a)
the indemnified party notifying the indemnifying party promptly in writing of the commencement of any Action, (b)
the indemnified party giving the indemnifying party sole control of the defense and any related settlement negotiations,
and (c) the indemnified party cooperating with the indemnifying party in the defense.
12. NON -SOLICITATION. During the Term and for a period of 6 months following the termination or
expiration of these Terms, Customer agrees not to solicit, nor attempt to solicit, the services of any employee or sub-
contractor of CycloMedia who provides services to Customer during the Term without prior written consent.
Customer will not be in violation this Section if an employee or subcontractor of CycloMedia responds to a public
advertisement of an open position and is subsequently hired. Violation of this provision will entitle CycloMedia to
assert liquidated damages against Customer equal to fifty percent (50%) of the solicited person's annual compensation
and all reasonable legal fees incurred by CycloMedia in enforcing its rights under this Section.
13. CHOICE OF LAW; DISPUTE RESOLUTION. These Terms will be interpreted and construed in
accordance with the laws of the State of Delaware and the United States, excluding conflict of laws provisions. All
disputes relating to these Terms will be subject to the exclusive jurisdiction of state and federal courts in California,
and the parties will submit to the personal and exclusive jurisdiction and venue of these courts; provided, however,
that the foregoing does not prohibit CycloMedia from instituting an action in any court of competent jurisdiction to
obtain injunctive relief to protect or enforce its intellectual property rights.
14. RELATIONSHIP OF THE PARTIES. The parties are independent contractors, and neither party has any
power or authority, nor will it represent that it has any power or authority, to bind the other party or to assume or
create any obligation or responsibility, express or implied, on behalf of the other party, or in the other party's name.
15. GENERAL. Assi,-nnrent, These Terms binds the parties' representatives, successors, and assigns, except
that neither party may assign these Terms without the prior written consent of the other party unless it is: (a) to an
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affiliate of the party; or (b) to a purchaser of all or substantially all of the business or assets of the parry, whether by
merger or otherwise, and written notice is provided within 30 days to the other party. Notices. Any written notice
required to be given to a party will be given by personal delivery to that party, or mailed by registered or certified
mail, return receipt requested, postage prepaid, to that party at that party's address on the Order Form. Force Maieure.
Except for the obligation to make payments, neither party will be liable for delays or breaches in its performance under
these Terms due to causes beyond its reasonable control. Modifications: Severability: Waiver. Any modification of
these Terms will be effective only if in writing and signed by both parties. Any provision of these Terms that is held
to be invalid, illegal or unenforceable will be severed from these Terms, and the remaining provisions will remain in
full force and effect. No failure or delay by either party to exercise any right or remedy will be construed as a current
or future waiver of such remedy or right. Counterparts. These Terms may be executed in any number of counterparts,
each of which will be deemed an original, and all of which taken together will constitute one and the same instrument.
Facsimile signatures, or other electronic signatures, are binding and have the same effect as a handwritten signature.
In Witness Whereof, the parties have executed this Agreement.
CycioMedia Technology, Inc.
By.
Print Na e J J�
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Print NamWaul W. Foster
Title:
Title: Mayor
Date:
Date: ( -3 It7
ATTEST:
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J�gAnne Donaldson, City Clerk
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LICENSE AGREEMENT
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SERVICE SCHEDULE
GlobeSpotter / Street Smart Cloud - Software as a Service I"SaaS")
This Service Schedule applies in addition to the General Tenns and Conditions ("Terms") to the provision of
GlobeSpotter / Street Smart Cloud, a secure, scalable service that includes the hosting and provision of linage Material,
Information Products and Software.
Definitions. In addition to terms defined in the Terms, the following terms will have the following
meanings:
LI "CycloMedia Site" means the website provided by CycloMedia to Customer so it may
access GlobeSpotter, Street Smart, Infonnation Products and Image Material on a remote basis.
1.2 "Subscription Fee" means the annual fee for a GlobeSpotter / Street Smart Cloud
Subscription.
1.3 "Subscription Start Date" means the date that the Order Form is submitted or is otherwise
identified on the Order Form.
1.4 "Subscription Term" means the period defined in the applicable Order Form.
1.5 "System" means the computers, servers and related equipment used by or on behalf of
CycloMedia to provide access to the Services.
2. CycloMedia Responsibilities. CycloMedia will provide access to the CycloMedia Site as of the
Subscription Start Date, respond to Service incidents, and host and maintain the CycloMedia Site and Customer Data
asset forth in this Schedule and the Terms. CycloMedia will make reasonable efforts. to make the CycloMedia Site
available to the Customer twenty-four hours a day, seven days a week.
3. Customer Responsibilities. Customer (i) will upload sufficient Customer Data, in a suitable format,
for CycloMedia to provide the Services; (ii) will have suitable computing devices to access the CycloMedia Offerings;
(iii) is solely responsible for providing adequate security of Customer's internal systems, Customer Data and for all
third -party fees associated with provision of the Services; and (iv) will comply with all third party acceptable use
policies related to Third Party Technology used to view the Image Material.
4. Use Guidelines. Customer will use the Services solely for its internal business purposes and will
not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially
exploit the Services; (ii) attempt in any way to circumvent or otherwise interfere with any security precautions,
procedural controls, or other measures relating to the CycloMedia Offerings; (iii) attempt to reverse engineer or
decompile any component or element of the CycloMedia Offerings, (iv) transfer to third parties or permit third parties
to use Customer's user name and password or CycloMedia Property, (v) use the System or the Services for any acts
that are contrary to any applicable Regulations, or (vi) copy any Documentation other than is necessary for the
purposes permitted under these Terms and for backup purposes, provided that Customer shall not remove any of
CycloMedia's Marks when copying such Documentation. CycloMedia may immediately suspend all access to the
CycloMedia Site and disable all Authorized User logins in the event CycloMedia reasonably suspects a misuse of the
Services.
5. Management of Services. CycloMedia is at all times entitled to make changes in the login
procedure. CycloMedia will notify Customer about such changes as soon as possible. Without prior notice being
required, CycloMedia is entitled to discontinue the operation of the System and/or the Services temporarily or to
restrict use to the extent this is reasonably necessary for maintenance purposes or for necessary adjustments to or
improvements in the System and/or Services without the Customer or an Authorized User being entitled to claim any
compensation from CycloMedia.
6. Payment. Customer shall pay the agreed-upon Subscription Fee in advance. CycloMedia may
change its fees from time to time; provided, however, that CycloMedia shall provide 30 days written notice of any
change in fees. In the event that CycloMedia shall increase its fees pursuant to this Section, Customer shall have the
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right to terminate its current Order Form effective the date of such change in fees. Customer's obligation to payment
of fees remains in full force and effect during any periods when the Services are inoperable.
7. Suspension of Service, CycloMedia has the right to suspend, terminate, or otherwise restrict the
Customer's use of the Services or the Software if such use (a) results in a failure or delay of any network or system of
CycloMedia or a third party, (b) is in violation of the Use Guidelines, or (c) if necessary or desirable for maintenance
or improvement purposes. CycloMedia is not liable for any Action arising from the suspension, termination, or
restriction of the Services or access to the Services pursuant to this Section,
8. Effect of Termination. Customer has (30) days after the effective date of termination of this
Agreement, or after the termination of an Order Form, to return or destroy any Confidential Information of
CycloMedia. Further, if Customer terminates the Service before the end of the Subscription Term, Customer will not
be entitled to any refund of prepaid fees and any fees by owed by Customer are immediately due and payable.
9. Warran1y. CycloMedia warrants that the CycloMedia Offerings will operate in substantial
conformity with the Documentation. CycloMedia does not guarantee that Customer's access to or use of the
CycloMedia Offerings will be uninterrupted or error -free.
Attachment "C" License Agreement - Page 9
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Attachment "C" License Agreement - Page 10
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Citywide license including: GeoCycloramas / GlobeSpotter and Street Smart for Web / GlobeSpotter for ArcGIS Desktop /
Developer tools GlobeSpotter API, Street Smart API and Panoramic Rendering Service / 4 -hour web -based training / next
business day e-mail support
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City of Redlands California USA
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•. . • . . .
❑
Area Boundary shape file (WGS84 coordinate ® I Center Line shape file (WGS84 coordinate system)
• . • •
system)
accordance with GeoCycloramas collection standard
•
❑
Highways and connecting roads
❑
Public pedestrian areas, foot- and bicycle- paths
❑
Unpaved roads (sand, gravel, rubble)
❑ I
Camping, recreation areas or city parks
.. ,.
TBD
• • .. • ..
TBD
• '
NAD
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GlobeSpotter / Street Smart Cloud — Software as a Service ('SaaS') hosting.
GeoCycloramas included in this license with an actuality > 24 months, and of which an update has been published, are
hosted in SD -format (11 MP).
$ 41,250 1 ® Single fee I ❑ Per annum
Attachment "C" License Agreement - Page 10
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Smaa Imagery Solutions
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Sevice Schedule
+ ❑
Enterprise license including: GeoCycloramas /GlobeSpotter and Street Smart for Web/ GlobeSpotter for ArcGIS Desktop /
Developer tools GlobeSpotter API, Street Smart API and Panoramic Rendering Service/ 4 -hour web -based training/ next
business day e-mail support
$ ............ per annum
i ❑
GlobeSpotter Server — Local hosting and physical data delivery
TSLI-CMT16
$ ............ per delivery
• + . " ❑
Face and license plate blurring of GeoCycloramas
GCR10OB-CMT16
• ❑
on-site training ............ [describe specifications]
TSTL-CMT16
$ ............
+ ❑
On-site support............ [describe specifications]
TS5L-CMT16
+ .. ❑
Hosting of GeoCycloramas that have been updated >24 months (in SD -format: 11 MP)
$ ............
' . + ❑
Panorama rendering service generating 1PEG images of GeoCycloramas
IPPR-CMT16
$ ............
.'. ❑
CycloPositioner Service for improved position accuracy of GeoCycloramas
CPS1-CMT16
$ ............
i ®
MeasureSmart functionality in Street Smart plus
Perpetual License on RGS/colorized point cloud •- one-time delivery LAZ/LAS-File
GCRLIOO-CMT16
Included in project price.
Perpetual License on Traffic signs dataset with location (XYZ) and one additional attribute (nationwide signs only)
❑
1PTS1-CMT16
Estimated number of objects
............ [insert number]
Specifications
............ [refer to further specifications if applicable and after internal agreement]
Delivery format
❑
T One-time delivery in SHP (Shape[ / SLD (Styled Layer Description)/ SQLite / XLS
(Excel)
❑
GlobeSpotter data layer with visualization
Requested delivery date
[insert date]
.. ❑
Perpetual License on Light poles dataset with location (XYZ) and one additional attribute
IPLP1-CMT16
$ ............
Estimated number of objects ............ [insert number]
Specifications ............ [refertofurther specifications if applicable and after internal agreement]
Delivery format ❑
One-time delivery in SHP (shape) / SLD (Styled Layer Description) / XLS (Excel)
❑
GlobeSpotter data layer with visualization
Requested delivery date ............ [insert date]
.. • . . ❑
Perpetual License on Road markings dataset
IPRM-CMT16
Estimated number of objects ............ [insert number]
Specifications ............ [refer to further specifications if applicable and after internal agreement]
Delivery format ❑ I One-time delivery in SHP (Shape) / SLD (Styled Layer Description) / XLS (Excel)
❑ GlobeSpotter data layer with visualization
Requested delivery date ............ [insert date]
General
Terms and Conditions+ applicable Service Schedule
®
Service Schedule
❑
Service Schedule
❑
Service Schedule
GlobeSpotter / Street Smart
GlobeSpotter Server- Image
Professional Services
Cloud —Software as a Service
Material, Information Products
(5aas)
and Software on Media
Attachment "C License Agreement - Page 11
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Sevice Schedule
Payment terms All invoices due within 30 days of the invoice date.
Invoicing of License on GeoCycloramas and GlobeSpotter/ Street Smart:
a) Single fee: 25% mobilization fee upon signing of License Agreement, 25% upon delivery, and 50% on July 1, 2018.
b) Fee per annum: Invoicing upon signing of License Agreement and upon each anniversary of License Agreement.
Invoicing of Options: 50% upon signing of License Agreement and 50% upon delivery.
Product descriptionsVersion(sJ 2017 as provided by this Agreement. Specifications of previously published image Material, Information Products
and/or Data layers may differ from the product descriptions provided bvthis Agreement.
This Order is governed by the CycloMedia General Terms and Conditions and the applicable Service Schedule(s). By signing this Order Form, Customer accepts the
General Terms and Conditions and all terms contained in the applicable Service Schedule(s). Other terms and conditions do not apply and are explicitly excluded.
CycloMedia Technology, Inc. Statutory Customer name:
Title: G iL 0A5�6
Ar�
Title: Mayor
Name:
4p%
G ' Name: Paul. W. Foster
Address: Address:
ff//�� 35 Cajon Street Redlands, CA 92373
"Date: 11j Date:
Signature: „� r Signature,., , t,
ATTEST:��J e Donaldson, City Clerk
Attachment T" License Agreement - Page 12