HomeMy WebLinkAboutContracts & Agreements_160-2024Docusign Envelope ID: EF79F406-773A-483F-843D-BB74FEAECE04
LICENSE AGREEMENT
This License Agreement ("Agreement") is entered into as of the date of the last signature below ("Effective Date") by and between
Veritone, Inc. (for itself and/or its subsidiaries), having an office located at 5291 California Ave., Suite 350, Irvine, CA 92617
("Veritone") and the entity listed under Licensee Information below ("Licensee"), with respect to license(s) to Veritone's Platform
and related Services.
LICENSEE INFORMATION
Licensee Name:
Redlands Police Department
Billing Contact Information
Licensee Address:
30 Cajon Street Redlands, California 92373 United
Contact Name:
City of Redlands Finance
States
Contact Name:
Kimberly Howard
Contact Phone:
909-335-4751
Phone:
909-789-7634
Contact Email:
accountspayable@cityofredlands
.org
Email:
khoward@redlandspolice.org
Email for Invoices
accountspayable@cityofredlands
(if cliffere '-
org
LICENSE AND SERVICES
DETAILS
Term:
Start Date: August 01, 2024
End Date:
July 31, 2025
Services
Description
License Fees
■ Veritone Contact Application
Contact
90 Users
$100.00 per User
Application
Web -based "train the trainer" session For primary
administrator
! per year
Training and
Standard webinar training and onboarding; technical support via email and in- Included
Support
app chat for Contact Application
Master License Terms and Conditions. This Agreement is governed by the Modified Veritone Master License Terms and Conditions attached
as Exhibit A and the product specific terms and conditions at https://www.veritone-com/gic-terms/ as applicable (collectively, the "Terms and
Conditions"), all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions contained in the Terms and Conditions, the provisions of this Agreement shall govern and control. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Terms and Conditions.
Payment Terms. Payment Terms will be set forth in the applicable Product Ts & Cs.
Non -Cancellable Fees. All payment obligations and fees included herein are non -cancelable and all amounts paid in connection
with this Agreement are non-refundable. Customer is responsible for paying all fees applicable to the License and related services,
whether or not it actively used, accessed or otherwise benefited from the Platform and related Services.
Authority. The person executing this Agreement on behalf of each party represents and warrants that he or she has full authority
to execute the same on behalf of such party, and that no other actions or approvals are required for such party to enter into this
Agreement and perform its obligations hereunder.
ACCEPTED
VERITON
AND AGREED BY:
LICENSEE
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Docusign Envelope ID: EF79F406-773A-483F-8431)-BB74FEAECEC4
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EXHIBIT A
Last Updated May 3, 2023
These Master License Terms and Conditions ("Terms and
Conditions") apply to any License Agreement related to a
license to access and use the Platform and associated Services
(as such capitalized terms are defined hereinbelow) that
references these Terms and Conditions.
1. License Agreement; Controlling Terms. For purposes hereof, "License
Agreement" shall mean the written license agreement, order form,
subscription form, statement of work or other written document that
evidences the purchase by a licensee ("Licensee") of a license to access and
use the Platform and Services from Veritone, Inc. or one of its subsidiaries
(collectively, "Veritone"), either directly or through an authorized reseller of
Veritone. The "Platform" means the Veritone aiWARET' artificial intelligence
(Al) operating system, the aiWARE suite of applications and other platforms
and applications provided by Veritone, as applicable. The "Services" means
the specific applications and services (such as Al processing, automated
workflows, analytics, data storage and/or transfer, which among other
capabilities, enables users to process, index, organize, manage, search, analyze
and share audio, video and other data) made available to Licensee through the
Platform, and any related configuration, installation, support and other
services, whether deployed through Cloud Services or On -Premises Services, as
defined herein. "Cloud Services" means any Services that are hosted by
Veritone or third -party providers and made available to Licensee through the
internet, as opposed to being available on Licensee's own computers. "On -
Premises Services" means any Services that are hosted on a Licensee's own
computers. The software components of the Platform and associated Services
are referred to as "Software." The specific types and volumes of Services, fees
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and payment terms, number of authorized users (as applicable), and the term
of the license shall be as set forth in the License Agreement. The License
Agreement may also contain other license -specific terms and conditions. In
the case of a License Agreement entered into directly between Veritone and
Licensee, (a) the License Agreement and these Terms and Conditions are
collectively referred to herein as this "Agreement"; (b) in the event of any
conflict or inconsistency among the terms and conditions set forth in the
License Agreement and in these Terms and Conditions, the rights and
obligations of the parties shall be interpreted based on the following order of
priority: (1) the License Agreement and (2) these Terms and Conditions; and (c)
this Agreement constitutes the complete and exclusive agreement between
Veritone and Licensee with respect to the Platform and Services, superseding
and replacing any and all prior agreements, communications, and
understandings, both written and oral, regarding such subject matter, and no
additional or different provision contained in any purchase order form, order
acknowledgment form, invoice or similar form of either party will be
effective. In the case of a License Agreement entered into between Licensee
and an authorized reseller of Veritone, these Terms and Conditions are
referred to herein as this "Agreement" and represent the agreement between
Veritone and Licensee governing the license(s) to the Platform and Services
being purchased by Licensee from such reseller under that separate License
Agreement, and Licensee acknowledges and agrees that Veritone is an
intended third -party beneficiary of such License Agreement with respect to
this Agreement and, therefore, may enforce its rights hereunder directly
against Licensee.
2. License, Reservation of Rights, Restrictions.
o 2.1 License.
(a) License of Platform and Cloud Services. If Licensee entered
into a License Agreement for Platform and Cloud Services, then
Veritone hereby grants to Licensee, during the Term (as defined in
Section 7), a nontransferable, nonsublicensable, nonexclusive,
revocable license to access and use the Platform and Services,
subject to the terms and conditions set forth in this Agreement,
solely for Licensee's internal business purposes. For the avoidance
of doubt, the Platform and Services and its content including
Licensee Content, may not be displayed publicly; provided that,
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subject to the provisions of Section 2.4 (Restrictions) and Section
11 (Indemnification) of this Agreement, Licensee may post, publish
or otherwise share its owned or licensed content via the Platform
for which sharing capabilities are enabled during the Term in
accordance with the terms of this Agreement.
• (b) License of Platform and On -Premises Services. If Licensee
entered into a License Agreement for Platform and On -Premises
Services, then Veritone hereby grants to Licensee, during the Term
(as defined in Section 7), a limited, nonexclusive, nontransferrable
right and license to install the number of copies of the On -Premises
Software in a production computing environment controlled by the
Licensee, subject to the terms and conditions set forth in this
Agreement, solely for Licensee's internal business purposes.
0 2.2 Reservation of Rights. The Platform and Services are licensed by
Veritone to Licensee, and not sold. Licensee acquires only the right to
use the Platform and Services in accordance with this Agreement and
does not acquire any rights of ownership. Nothing herein shall be
construed to transfer any rights, title or ownership of any Veritone or
Veritone-licensed software, technology, materials, information or
Intellectual Property Rights to Licensee. All right, title and interest
(including all Intellectual Property Rights) in and to the Platform and
Services shall at all times remain the sole and exclusive property of
Veritone and/or its respective licensors and all use thereof shall inure to
the benefit of Veritone and/or its respective licensors. Except as
expressly set forth in this Agreement, no right or license, express or
implied, is granted to Licensee or any third party by estoppel, implication,
exhaustion or other doctrine of law, equity or otherwise with respect to
any product, service, software, technology, materials, information or
Intellectual Property Rights of Veritone or its affiliates or
licensors. "Intellectual Property Rights" means all forms of proprietary
rights, titles, interests, and ownership including patents, patent rights,
copyrights, trademarks, trade dresses, trade secrets, know-how, mask
works, droit moral (moral rights), publicity rights and all similar rights of
every type that may exist now or in the future in any jurisdiction,
including without limitation all applications and registrations therefore
and rights to apply for any of the foregoing.
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o 2.3 Third -Party Licenses. Certain software components of the Platform
and Services are supplied pursuant to license agreements from third
parties, and Licensee agrees that Licensee's use of the Platform and
Services shall be subject to the provisions of such third -party license
agreements.
0 2.4. Restrictions.
• (a) License Restrictions. Licensee agrees to use the Platform and
Services only for lawful purposes and only as expressly authorized
under this Agreement. Without limiting the generality of the
foregoing, except as expressly authorized hereunder, Licensee
agrees that it shall not, directly or indirectly: (i) license, sublicense,
sell, resell, rent, lease, transfer, assign, distribute, display or
otherwise make the Platform or Services, in whole or in part,
including any content or data derived therefrom that is not directly
owned by Licensee or for which Licensee has all necessary rights,
available to any third party; (ii) reverse engineer, decompile,
disassemble, modify, translate, reconstruct, omit, distort, obscure,
copy or create derivative works of all or any portion of the Platform,
Services, any underlying software, or any other Veritone Property
(as defined below), or otherwise attempt to access the source code
of the Platform or Services; (iii) incorporate any portion of the
Platform or Services into Licensee's own programs or compile any
portion of them in combination with Licensee's own programs; (iv)
store or otherwise capture to physical media, or enable a third
party to store or capture, the Platform or Services or any portion
thereof; (v) permit any persons, other than Licensee's authorized
users for which Licensee has procured User IDs (as defined in
Section 3.1) pursuant to the License Agreement, to access and
use the Platform or Services; (vi) permit any persons, other than
Licensee's authorized personnel, and in the case of user -based
Licenses, other than Licensee's authorized personnel for which
Licensee has procured Licenses), to access and use the Services;
(vii) defeat, circumvent or modify any authentication technology or
other security measures, controls, limitations, or content or
functionality filters contained in or associated with the Platform,
Services or Software or otherwise attempt to access any aspect of
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the Platform or Services that Licensee has not been granted
authorization to access under the License Agreement; (viii) remove
any proprietary notices, labels or marks from the Software; (ix)
violate any laws, rules or regulations in connection with its use of
the Platform or Services, including any data or content, including
Licensee Content contained in, transmitted through or derived
therefrom (x) store or otherwise capture to physical media, or
enable a third party to store or capture, the Platform or Services or
any portion thereof.
• (b) Prohibited Acts. Licensee acknowledges and agrees that
Licensee is prohibited from doing any act that may have the effect
of undermining the integrity of the Platform, Services, any related
computer systems, infrastructure or environment, or the methods
by which Veritone provides Services to users. Without limiting the
generality of the foregoing, Licensee agrees that it shall not,
directly or indirectly: (i) defeat, circumvent or modify any
authentication technology or other security measures, controls,
limitations, or content or functionality filters contained in or
associated with the Platform or Services, or otherwise attempt to
access any aspect of the Platform or Services that Licensee has
not been granted authorization to access under the License
Agreement; (ii) deploy or facilitate the use or deployment of any
script, routine, robot, spider, scraper or any other automated
means, method or device with respect to Licensee's access and
use of the Platform and Services for any purpose, including to
access, view, select, or copy in whole or in part, any content,
program, functionality of the Platform or Services, or any other
proprietary information or trade secret of Veritone that is made
available through the Platform or Services; (iii) deploy or facilitate
the use or deployment of any program, system, means, method or
device, for any purpose that places an unreasonable, unnecessary
or excessive demand or load on the Platform, Services, or related
hardware and connections, or prohibits, denies or delays access to
Services by other users or otherwise threatens the continuous
services of Veritone's ISPs, suppliers and vendors; (iv) introduce
into the Platform or Services any program, executable file or
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routine (such as a worm, Trojan horse, cancel-bot, time bomb or
virus) irrespective of whether any such program or routine results
in detrimental harm to the Platform, Services, or any underlying
systems or programs; (v) remove any proprietary notices, labels or
marks from the Platform or Services; (vi) establish any direct or
deep link or other connection to any specific page or location within
the Platform or Services, other than the Platform log -in page; (vii)
use or attempt to use another user's account without authorization,
or interfere with another user's access to the Platform or Services;
or (viii) access or use the Platform or Services to design, develop,
build, market or support a competitive product or service. Licensee
acknowledges and agrees that (a) the Software may contain
certain software components that are supplied by third parties,
including open source software, (b) such third -party software
components are subject to the license terms imposed by such third
parties, which may include restrictions and/or obligations related to
the copying, modification, disclosure and/or distribution thereof,
and (c) Licensee's use of such third -party software components
shall be subject to such third -party license terms.
• (c) Content and Data Restrictions. Licensee agrees that it shall
not: (i) upload or transmit through the Platform or Services any
material, content, media or data ( "Licensee Content") with respect
to which Licensee does not either own all right, title and interest or
have the appropriate license(s) for lawful use, or otherwise violate
or infringe upon the intellectual property rights of any third party in
Licensee's use of the Platform or Services, including the use or
distribution of any data derived from the Platform or Services; or (ii)
upload or transmit through the Platform or Services any Licensee
Content: (1) which encourages conduct that would constitute a
criminal offense, give rise to civil liability or otherwise violate any
law; or (2) creates or attempts to create any liability of Veritone; or
(3) for an unlawful purpose or in violation of any law.
3. Access and Use.
0 3.1. Access and Use of Platform and Cloud Services. Veritone will
enable Licensee to access and use the Platform for the duration of the
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Term, subject to any early termination of this Agreement in accordance
with the terms hereof. Access to the Platform and Cloud Services will be
through unique log -in credentials assigned to Licensee by Veritone
(each, a "User ID"). Licensee shall be given that number of User IDs as
specified in the License Agreement. Licensee will provide accurate and
complete information in registering its authorized users for account
access. Licensee acknowledges and agrees that the log -in credentials
assigned hereunder are Confidential Information and may only be used
by Licensee and its authorized users to access the Platform in
accordance with the terms of this Agreement, and that Licensee will not
publish, share, or otherwise enable any third party, directly or indirectly,
to access the Platform for any purpose. Licensee further agrees that
Licensee is responsible for its and its authorized users' use of the
Platform, including use via the User IDs, and for any consequences
thereof. Licensee agrees to immediately notify Veritone of any
unauthorized or improper use of any log -in credentials of Licensee. All
of the rights, obligations, restrictions, representations and warranties
related to Licensee's access and use of the Platform under this
Agreement shall apply to Licensee and all of Licensee's employees,
contractors, consultants, representatives and agents (collectively,
"Representatives"). Licensee shall be responsible for all acts and
omissions of its Representatives in the performance of this Agreement
and for any breach of this Agreement by any of its Representatives.
0 3.2. Delivery of Software; Availability of On -Premises Services;
Installation and Use on Licensee Systems. For On -Premises Services
specified in the License Agreement, Veritone will deliver Software to
Licensee or otherwise make the Software available for download by
Licensee, as determined by Veritone, on or before the Start Date of the
Term. Licensee will be solely responsible for the installation of the
Software and for acquiring and maintaining all necessary hardware
and/or third -party software required for the installation, implementation,
and operation of the Software. Licensee will comply with any minimum
hardware and/or software requirements, installation, configuration,
operation, and maintenance requirements, instructions, recommendation
and/or guidelines, that are communicated by Veritone in writing from
time to time. Licensee acknowledges and agrees that, while Veritone
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may provide such requirements, instructions, recommendations and/or
guidelines, the operation and performance of the Software within the
Licensee -controlled environment will be impacted by a number of factors
that are outside of Veritone's control, and accordingly, Veritone makes
no representations, warranties or guarantees regarding the performance
of the Software, Platform or Services in the Licensee -controlled
environment, including but not limited to processing speeds, capacity,
scalability or reliability.
o 3.3. Processing. During the Term, Veritone will provide Licensee with
access to the applications and cognitive processing specified in a
License Agreement. Licensee is responsible for using media that is in a
format supported by Veritone applications, in order to ensure that it is
properly ingested and processed through such applications.
4. Intellectual Property.
4.1. Veritone Property. As between Veritone and Licensee, Veritone
and/or its respective licensors retain all right, title and interest (including
Intellectual Property Rights) in and to the Platform and Services,
including, but not limited to any elements, components, content,
technology, software, code, documentation, derivative works, revisions,
enhancements, modifications, condensations and/or compilations of or
relating to the Platform and Services, and any trademarks, brand
identifiers, materials and information, which are created, authored,
developed, conceived and/or reduced to practice by Veritone and/or its
respective licensors, including in connection with Veritone's provision of
the Platform and Services to Licensee under this Agreement ("Veritone
Property").
4.2. Licensee Property. As between Licensee and Veritone, Licensee
retains all right, title and interest (including Intellectual Property Rights)
in and to the Licensee Content, and any software, technology,
trademarks, brand identifiers, materials and information which are
independently created, authored, developed, conceived or reduced to
practice by Licensee.
5. Licensee Content.
5.1. Licensee Content Ownership. Licensee represents and warrants
that (i) Licensee and/or its licensors own all right, title and interest in and
to all Licensee Content uploaded to or transmitted through the Platform
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or Services, or otherwise have all rights in such Licensee Content as
necessary to furnish to Veritone and use the same in connection with
Licensee's use of the Platform and Services and to grant the rights
granted by Licensee in this Agreement, and (ii) such Licensee Content,
and Licensee's and Veritone's use thereof as provided in this
Agreement, do not and will not misappropriate or infringe upon any third
party's Intellectual Property Rights, or violate any other rights of any third
party.
5.2. License to Content. In addition to any other rights expressly
provided in the License Agreement, Licensee hereby grants to Veritone
and its third -party service providers a non-exclusive, royalty -free,
worldwide license to use and display all Licensee Content that Licensee
provides to Veritone or that are otherwise uploaded to or captured by the
Platform through Licensee's use of the Platform and Services, solely as
required for Veritone to provide the Services and perform its obligations
under this Agreement, directly or through its third party service providers,
(ii) to share such Licensee Content with Veritone's third party service
providers (and, where applicable, with Licensee's third party
Representatives) in connection solely with Veritone's provision of the
Platform and Services to Licensee, and (iii) to create aggregated or
redacted forms of Licensee Content that do not identify Licensee or any
of Licensee's users for Veritone's business purposes, including
improvements and enhancements to the Platform and Services.
5.3. Data Security and Destruction. Veritone shall keep all Licensee
Content strictly confidential. Veritone shall maintain and use appropriate
administrative, physical, and technical safeguards and measures for
protection of the security, confidentiality and integrity of all Licensee
Content uploaded to or transmitted through the Platform or Services,
including protections against unauthorized disclosure or access, or
accidental or unlawful destruction, loss or alteration. Licensee Content
shall be used and stored by Veritone solely to the extent required to
provide the Services and perform its obligations under this Agreement,
and Veritone shall not use or store the Licensee Content for any other
purpose whatsoever. Veritone shall ensure that all personnel and third -
party service providers having access to the Licensee Content are
subject to confidentiality obligations with respect thereto. Veritone shall
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notify Licensee promptly in the event that Veritone determines that a
security breach has resulted in an unauthorized disclosure of or access
to Licensee Content. Upon termination of this Agreement or upon the
written request of Licensee at any time, Veritone shall ensure the secure
deletion and destruction of all Licensee Content.
0 5.4. Media and Metadata Hosting. Unless otherwise expressly stated in
the License Agreement, the media files and generated metadata
associated with the Media Feeds as defined in the relevant License
Agreement ("Stored Media") will be hosted in the Platform until the
expiration of the Term or fifteen months following the initial ingestion and
processing thereof, whichever occurs first.
0 5.5. Third Party Data Sources. To the extent that any Licensee Content
includes data from third party sources, or Licensee is otherwise granted
access to data from third party sources through the Services, Licensee
represents that it holds a valid and current license from such third party
data sources to access and use such data (each, a "Data License").
Licensee acknowledges and agrees that certain analytics functionality
offered as part of the Services will not be available to Licensee without
Licensee's licensed right to access and use any and all such third party
data. Licensee agrees to notify Veritone promptly upon the expiration or
termination of any such Data License.
5.6. Data Processing Addendum. In the case of U.S. personal
information, the parties agree to be bound by the Data Processing
Addendum found here. In the case of EU, UK or Switzerland personal
information, Licensee shall contact Veritone for completion and
execution of the applicable Data Processing Addendum.
6. Feedback. During the Term, Licensee may provide Veritone with such written
evaluations, comments and/or suggestions (collectively, "Feedback") regarding
the Platform or Services. Licensee acknowledges and agrees that any Feedback
provided to Veritone by Licensee hereunder shall be deemed to be Veritone
Property and Licensee hereby assigns all right, title and interest in and to such
Feedback to Veritone and acknowledges that Veritone will be entitled to,
without limitation, implement and exploit any such Feedback in any manner
without any restriction or obligation to Licensee. Notwithstanding the
foregoing, Licensee acknowledges that Veritone is not obligated to act on any
such Feedback.
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7. Term and Termination.
0 7.1. Term. The term of this Agreement and the License shall be as set
forth in the License Agreement (the "Term").
0 7.2. Termination. In addition to any termination rights expressly
provided in the License Agreement, this Agreement may be terminated
by either party if the other party (i) materially breaches any provision of
this Agreement which remains uncured for a period of thirty (30) days
from the date of written notice of such breach; or (ii) makes an
assignment for the benefit of its creditors, is declared insolvent, or has a
receiver or trustee in bankruptcy appointed to take charge of all or part of
such party's property.
0 7.3. Effect of Termination. If at any time this Agreement is terminated,
or upon expiration of the Term, (i) the License and all other rights
granted to Licensee herein shall automatically terminate, (ii) Licensee
shall immediately cease using the Platform and Services and shall
comply with the Purge Obligation (defined below) with respect to the
Platform, and (iii) Licensee shall no longer have access via the Platform
to (x) any of the Licensee Content uploaded to the Platform by Licensee
or (y) any of the content, data or analytics derived from any Licensee
Content or Platform content that remains hosted on the Platform. As
used herein, "Purge Obligation" means the complete deletion of all files
on Licensee's computer systems, or other storage device or media
under Licensee's ownership or control that contain copies of the
Platform, or any portion thereof, including but not limited to, any data
compiled by Licensee captured or otherwise obtained from or through
the use of the Platform. Veritone shall have no liability to Licensee for
any changes, limitations, suspensions, disablements, terminations or
discontinuances of the Platform, or this Agreement.
0 7.4. Survival. The provisions of Sections 2.2 (Reservation of Rights), 4
(Intellectual Property), 6 (Feedback), 7.3 (Effect of Termination), 10.1
(Fees and Payments), 10.2 (Taxes), 12 (Confidentiality), 13
(Indemnification), 14.2 through 14.4 (Disclaimers), 15 (Limitation of
Liability), and 16 (Miscellaneous) hereof, shall survive the expiration or
any early termination of this Agreement for any reason.
8. Reporting Audit. Except with respect to any License (or portion thereof) that
includes unlimited processing, Licensee shall report all processing performed
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E
10.
by the On -Premises Services. Licensee shall allow for automated transmission
of usage logs from Licensee's data center to Veritone utilizing a transmission
method and frequency reasonably specified by Veritone, unless a different
reporting mechanism is approved in writing by Veritone. Veritone shall have
the right, upon at least 15 days prior written notice to Licensee and at
reasonable times, to examine Licensee's systems and records specifically
pertaining to the usage of the On -Premises Software to verify Licensee's
compliance with this Agreement. Upon Veritone's request, Licensee shall
deliver to Veritone a written certification, signed by an authorized officer of
Licensee, with respect to the accuracy of Licensee's usage reporting.
Removal of Software. Upon expiration or termination of the license term
specified in the License Agreement, Licensee shall immediately cease utilizing
the On -Premises Services and, after first complying with any remaining
reporting obligations pursuant to Section 8, Licensee shall remove from its
systems and destroy any and all copies of the Software downloaded as part of
the On -Premises Services (including all associated software components and
all updates and modifications thereto) in its possession, and shall deliver to
Veritone a written certification, signed by an officer of Licensee, with respect to
Licensee's compliance with the foregoing obligation.
Fees, Charges and Payments.
0 10.1. Fees and Payments. In consideration for the License and
Licensee's access and use of the Platform and Services, Licensee shall
pay the license fees and any applicable additional fees as set forth in the
License Agreement (collectively, the "Fees") pursuant to the payment
terms set forth in the License Agreement. All Fees and other amounts
due under this Agreement are payable in U.S. dollars.
0 10.2. Taxes. All Fees and any other amounts due hereunder are
exclusive of taxes and similar assessments which may be imposed on
the delivery of the Platform and Services and any other transactions
contemplated hereby. Licensee shall be solely responsible for the
payment of any and all sales, use, value added, excise, import, or other
similar taxes or payments in lieu thereof, including interest and penalties
thereon, imposed by any authority, government or governmental agency
arising out of or in connection with amounts due hereunder (other than
those levied on Veritone's income), and Licensee shall make such
payments, and timely file any return or information required by treaty,
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law, rule or regulation. Upon request, Licensee shall provide Veritone
with documentation evidencing such payments. If Veritone is required to
pay any such taxes, duties or fees, Licensee shall reimburse Veritone
immediately upon receipt of Veritone's invoice thereof.
o 10.3. Suspension of Platform Access. In addition to Veritone's
termination rights set forth herein and without prejudice to any other
rights of Veritone at law or in equity, Veritone may suspend its
performance under this Agreement and any other agreement with
Licensee and Licensee's access to the Platform if Licensee fails to
comply with any part of its payment obligations set forth herein. Such
suspension of service shall not suspend or otherwise affect Licensee's
payment obligations set forth herein.
11. Changes. Veritone may, from time to time, in its sole discretion, make
changes to the Platform and Services, or a portion thereof including, without
limitation, formats, content, reports, functionality, and/or techniques.
12. Confidentiality.
12.1. Confidential Information. Each party (a receiving party)
acknowledges and agrees that during the Term and in the course of
using the Platform and Services and performing its duties under this
Agreement, it may obtain information relating to the other party (a
disclosing party), its and/or its customers', vendors', or third -party
service providers' business or technologies, which is expressly marked
as confidential and proprietary in nature ("Confidential Information").
Such Confidential Information may include, but is not limited to, trade
secrets, know-how, inventions, techniques, processes, software,
algorithms, programs, schematics, data, technology roadmap, sales and
marketing plans, and any other information which the receiving party
knows or has reason to know is, or which by its nature would reasonably
be considered to be, confidential, proprietary or trade secret information
of the other party. Without limiting the foregoing, Confidential Information
of Veritone shall include the Platform, Services and all associated
software and documentation, as well as Feedback or any results of the
evaluation or testing of the Platform or Services. Except as otherwise set
forth in Section 12.2, the receiving party shall at all times, both during the
Term and for a period of one (1) year after its termination (or, in the case
of the Platform, Services and any associated software or trade secrets,
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in perpetuity), keep in trust and confidence all Confidential Information of
the disclosing party, and shall not (i) use such Confidential Information
other than as expressly authorized under this Agreement or as required
for the receiving party to perform its obligations under this Agreement, or
(ii) disclose any Confidential Information of the disclosing party to third
parties (other than to Veritone's third -party service providers in
connection with the performance of its obligations under this
Agreement), without the disclosing party's prior written consent. The
receiving party further agrees to immediately return to the disclosing
party or destroy all Confidential Information (including all copies, extracts
and summaries thereof) in the receiving party's possession, custody, or
control upon the expiration or any termination of this Agreement. The
obligations of confidentiality shall not apply to information which (a) has
entered the public domain except where such entry is the result of the
receiving party's breach of this Agreement; (b) prior to disclosure
hereunder, was already in the receiving party's possession and not
subject to any confidentiality obligations, as demonstrated by written
evidence; (c) subsequent to disclosure hereunder is obtained by the
receiving party on a non -confidential basis from a third party who has the
right to disclose such information to the receiving party; or (d) has been
independently developed by the receiving party without use of or
reference to the disclosing party's Confidential Information, as
demonstrated by written evidence.
0 12.2. Permitted Disclosures. The receiving party may make
disclosures (i) as required by applicable law or (ii) the rules of a stock
exchange on which such party's shares are then traded; or (iii) as
compelled by subpoena or court order issued by a court of competent
jurisdiction provided that the receiving party subject to such court order
provides the disclosing party with prompt written notice of any such
compelled disclosure so that disclosing party may seek a protective
order or other remedy to limit or prevent disclosure of the Confidential
Information.
13. Indemnification.
0 13.1. Licensee Indemnification of Veritone. Licensee will defend,
indemnify and hold harmless Veritone and its subsidiaries, affiliates,
successors, assigns, licensors, and their respective members, officers,
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directors, employees, licensors, agents, from and against any liability or
expense, including, without limitation, any expenses, losses, damages,
judgments, litigation costs and reasonable attorneys' fees, that Veritone
may incur as a result of any claim, suit or proceeding brought against
Veritone by any third party arising or resulting from (a) Licensee's breach
of any representation, warranty, covenant or obligation contained in this
Agreement; or (b) Licensee's use of the Platform or Services (including
uploading, using, publishing, posting or otherwise sharing of the
Licensee Content or any other data or content derived from the Platform
or Services) in any manner that violates this Agreement or any laws,
rules, regulations, or any third party terms and conditions, or that violates
misappropriates or infringes the rights (including Intellectual Property
Rights) of any third party.
13.2. Veritone Indemnification of Licensee. Veritone will defend,
indemnify and hold harmless Licensee and its subsidiaries, affiliates,
successors, assigns, licensors, and their respective members, officers,
directors, employees, licensors, agents, from and against any liability or
expense, including without limitation, any expenses, losses, damages,
judgments, litigation costs and reasonable attorneys' fees that Licensee
may incur as a result of any claim, suit or proceeding brought against
Licensee by any third party arising or resulting from any allegation that
the Platform or Services, or any part thereof, misappropriates or
infringes upon any third party's Intellectual Property Rights, except to the
extent such alleged or actual infringement arises from Licensee's
negligence, misconduct or violation of any terms of this Agreement,
including but not limited to: (1) Licensee's use of the Platform or
Services outside the scope of rights granted to Licensee or otherwise in
violation of this Agreement, (2) Licensee's use of the Platform or
Services in combination with the products of third parties (other than
those approved in writing by Veritone), or (3) modification of the Platform
or Services not performed or provided by Veritone, if the infringement
would not have occurred but for such modification. If the Platform or
Services, in whole in part, become or, in Veritone's opinion are likely to
become, the subject of an infringement claim or action, Veritone may, at
its option: (x) procure, at no cost to Licensee, the right for Licensee to
continue using the Platform or Services; (y) replace or modify the
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Platform or Services to render them non -infringing, provided there is no
material loss of functionality; or (z) if, in Veritone's reasonable opinion,
neither (x) nor (y) above is commercially feasible, terminate this
Agreement and refund any prepaid amounts for unused Services during
the terminated portion of the Term. The foregoing states Veritone's sole
obligation and Licensee's exclusive remedy in the event any such
infringement claim or action is commenced or is likely to be commenced.
0 13.3. Conditions. The indemnifying party's indemnification obligations
under this Section 13 are conditioned upon the indemnified party:
(a) giving prompt notice of any such claim to the indemnifying party
(except that any delay or failure to do so shall not relieve the
indemnifying party of its obligations except to the extent the indemnifying
party's ability to defend against such claims is materially prejudiced
thereby); (b) granting sole control of the investigation, defense and
settlement of each such claim or action to the indemnifying party
(provided that the indemnifying party shall not settle any claim without
the indemnified party's written approval unless such settlement includes
an unconditional release of the indemnified party and does not impose
any obligations on the indemnified party); and (c) providing reasonable
cooperation to the indemnifying party and, at the indemnifying party's
request and expense, assistance in the defense or settlement of the
claim. The indemnified party shall have the right to participate in the
defense of any claim with its own counsel at its own expense.
14. Warranties and Disclaimers.
0 14.1. Mutual Warranties. Each party represents and warrants to the
other that: (i) it is duly organized and validly existing under the laws of
the jurisdiction of its incorporation or formation, and has full power, rights
and authority to enter into this Agreement and carry out its obligations
hereunder; (ii) the person executing this Agreement is authorized to do
so on its behalf; (iii) this Agreement is valid and legally binding upon it;
and (iv) the execution, delivery and performance thereof by such party
does not conflict with any other agreement, instrument or understanding
to which it is a party or by which it may be bound, nor would violate any
applicable law or regulation.
0 14.2. Disclaimers. THE PLATFORM, SERVICES AND ANY OTHER
VERITONE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS
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IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, VERITONE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
PLATFORM AND SERVICES, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY AS TO THE ACCURACY OF PROCESSING
RESULTS, ANY WARRANTY OF MERCHANTABILITY, QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE, AND
WARRANTIES OF NON -INFRINGEMENT. VERITONE DOES NOT
WARRANT THAT THE PLATFORM AND SERVICES ARE ERROR -
FREE, WILL RUN UNINTERRUPTED, OR THAT ALL ERRORS CAN
OR WILL BE CORRECTED. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM
VERITONE SHALL CREATE ANY SUCH WARRANTY. LICENSEE HAS
BEEN ADVISED AND AGREES THAT NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, VERITONE
DOES NOT REPRESENT, WARRANT OR COVENANT THAT IT HAS
SECURED ALL NECESSARY RIGHTS WITH RESPECT TO ANY
PUBLIC MEDIA MONITORED AND/OR RECORDED BY THE
PLATFORM AND IT IS LICENSEE'S SOLE RESPONSIBILITY TO
IDENTIFY, SOLICIT AND OBTAIN ANY NECESSARY RIGHTS AND
APPROVALS FOR ITS USE THEREOF.
o 14.3. LICENSEE ACKNOWLEDGES AND AGREES THAT THE
INTERNET IS A PUBLIC NETWORK OVER WHICH VERITONE
EXERTS NO CONTROL. VERITONE MAKES NO
REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL
HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THE
ACCURACY, DEPENDABILITY, PRIVACY, SECURITY,
AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED
OVER OR OBTAINED USING THE INTERNET OUTSIDE OF THOSE
SYSTEMS AND NETWORKS CONTROLLED BY VERITONE, OR ANY
INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION,
LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT
CAUSED OR PERMITTED BY OR INTRODUCED THROUGH
LICENSEE'S OWN USE OF THE INTERNET. LICENSEE IS SOLELY
RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL,
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PASSWORD AND OTHER SECURITY MEASURES TO PROTECT ITS
SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED
INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER
MEANS.
15. LIMITATION OF LIABILITY.
0 SECTION 13 (INDEMNIFICATION)
0 15.1. EXCEPT FOR (A)
BREACHES OF EACH PARTY'S
OBLIGATIONS UNDER
SECTION 10 (CONFIDENTIALITY), AND (B) AMOUNTS FINALLY
AWARDED OR SETTLED IN A THIRD PARTY CLAIM FOR WHICH A
PARTY IS RESPONSIBLE UNDER, AND (C) LICENSEE'S PAYMENT
OBLIGATIONS: (1) NEITHER PARTY, INCLUDING ITS OFFICERS,
DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AFFILIATES,
SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF
PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER
ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
o 15.2. EXCEPT WITH RESPECT TO VERITONE'S INDEMNIFICATION
OBLIGATIONS HEREUNDER, VERITONE'S LIABILITY FOR
DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE FEES PAID BY LICENSEE TO VERITONE DURING
THE TERM
16. Miscellaneous.
0 16.1. Force Majeure. Except for the obligation to make payments of any
Fees or any other amounts due hereunder, neither party will be liable for
any failure or delay in its performance under the Agreement due to any
cause beyond such party's control including acts of war, terrorism, acts
of God, embargo, riot, sabotage, epidemic or pandemic, labor shortage
or dispute, governmental act, or failure of the Internet, or any component
comprising or operating the network infrastructure thereof (each, a
"Force Majeure Event"), provided that the delayed party: (i) gives the
other party prompt notice of such cause, and (ii) uses its reasonable
commercial efforts to promptly correct such failure or delay in
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performance. If Veritone is unable to provide Service(s) for a period of
sixty (60) consecutive days as a result of a continuing Force Majeure
Event, either party may elect to terminate this Agreement.
o 16.2. Publicity. Except as required or compelled by applicable law, the
rules of any stock exchange, or a court order issued by a court of
competent jurisdiction, neither party will make any public statement
regarding, or disclose, advertise or publish the terms and conditions of
this Agreement without the prior written consent of the other party;
provided, however, that with Licensee's prior written consent, Veritone
may reference Licensee on Veritone's website, other marketing
materials, investor relations materials, and as a customer in Veritone's
SEC filings.
0 16.3. Notices; Electronic Communications. All notices to either party
shall be in writing and delivered by hand, certified mail or overnight
delivery service, or email to the addresses set forth in the License
Agreement, or to such other address as either party shall provide by
notice to the other party. Notices shall be deemed effective when
delivered to the applicable address, unless any such notice is sent by
email, in which event, notice shall be deemed effective upon
confirmation of delivery by a "read receipt" or other such notice
generated by the applicable email system, but in any event, by reply of
the recipient of such notice. In connection with its use of the Platform
and Services, Licensee consents to receiving communications from
Veritone electronically. Veritone will communicate with Licensee by
email or by posting notices on the Platform or through any Services.
Licensee agrees that all notices, disclosures and other communications
that Veritone provides to Licensee electronically satisfy any legal
requirement that such communications be in writing.
0 16.4. General. This Agreement shall be governed by and construed in
accordance with the laws of the State of California (other than the
conflict of law rules) and subject to the sole jurisdiction of the courts
sitting in San Bernardino County, California. Notwithstanding the
foregoing, nothing herein shall be deemed to limit the parties' rights to
seek injunctive relief in any other court of law of competent
jurisdiction. This Agreement does not create any relationship other than
Veritone as an independent contractor performing services covered by
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this Agreement and Licensee as the party contracting with Veritone for
those services. No party is a partner or a legal representative of the
other for any purpose whatsoever, nor is any party authorized to make
any contract, agreement or warranty on behalf of any other party. Under
no circumstance shall one party's employees be construed to be
employees of the other party. Neither party may assign any of its rights
or obligations under this Agreement without the prior written consent of
the other party, except that either party may assign this Agreement in its
entirety without the consent of the other party to an affiliate or to a
successor entity in connection with any merger (by operation of law or
otherwise), consolidation, reorganization, change in control, sale of all of
its assets related to this Agreement or similar transaction. This
Agreement inures to the benefit of and shall be binding on the parties'
permitted assignees, transferees and successors. If any provision of this
Agreement is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect
to the parties' intentions as reflected in such provision, and the other
provisions of this Agreement remain in full force and effect. The failure
of either party to exercise or enforce any right or provision of this
Agreement shall not constitute a waiver of such right or provision. This
Agreement shall be fairly interpreted and construed in accordance with
its terms and without strict interpretation or construction in favor of or
against either party. Each party has had the opportunity to consult with
counsel in the negotiation of this Agreement. Section headings are for
reference purposes only, and should not be used in the interpretation
hereof. No addendum, waiver, consent, modification, amendment or
change of the terms of this Agreement shall bind either party unless in a
writing that references this Agreement and is signed by duly authorized
representatives of Licensee and Veritone. This Agreement may be
executed in one or more counterparts (including fax or email) each of
which shall be deemed an original but all of which taken together shall
be deemed one and the same instrument.
21
A NDS "A(r7rTwWouec
Sole Source/ Single Source/ Standardization Form
For procurement of supplies, equipment and services valued at $5,000 and over
NOTE: Every question must be answered with appropriate documentation
attached; incomplete forms will be immediately rejected by Purchasing.
Date: 8/14/24
TO: Purchasing Division
FROM: Jimmy Nguyen
Purchase Requisition # MUNIS to generate
Estimated Total Cost: 5 9,000
Proposed Vendor:
Request Term:
Veritone
Annually
This form must accompany the purchase document whenever an exception to the competitive
process is requested. Requests for goods and/or services from a specific vendor or limited to a
specific brand, where substitutes to the recommended vendor or brand are unacceptable, must
be accompanied by a written justification explaining the circumstances that make alternatives
unacceptable.
The City Manager will determine whether the justification is appropriate. Requests for
exception must be supported by factual statements that will pass an audit.
EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT
INSTRUCTIONS
1. Please check all applicable categories (a. through i.) below and provide additional
information where indicated.
❑ a. The requested product is an integral repair part or accessory compatible with existing
equipment.
Existing Equipment:
Manufacturer/Model Number:
Age:
Current Estimated Value:
❑� b. The requested product has unique design/performance specifications or quality
requirements that are not available in comparable products.
❑ c. I have standardized the requested product and the use of another brand/model would
require considerable time and funding to evaluate.
❑ d. The requested product is one in which I (and/or my staff) have specialized training
and/or extensive expertise. Retraining would incur substantial cost in time and/or
funding.
❑ e. The requested product is used or demonstration equipment available at a lower -than -
new cost.
❑ f. Repair/Maintenance service is available only from manufacturer or designated service
representative.
❑ g. Upgrade to or enhancement of existing software is available only from manufacturer.
❑ h. Service proposed by vendor is unique; therefore, competitive bids are not available or
applicable.
❑ i. Other factors (provide detailed explanation in #2 below).
2. Provide a detailed explanation and pertinent documentation for each category checked in
item 1 above. Attach additional sheets if necessary:
Page
The department currently utilizes Survey123 for all RIPA stop data collection and reporting. The current city GIs
Administrator vacancies have left the department unable to add new users, make necessary changes to current
users, and/or correct errors identified by DOJ following our quarterly data submission. The aforementioned has
required the department to identify an alternative, with a reasonable time frame for implementation while also
maintaining data integrity and a user-friendly interface.
Rev 1.31.19
EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT 3 Page
3. Was an evaluation of other equipment, products, or services performed?
0 Yes F No
If yes, please explain the type of evaluation performed and provide all supporting
documentation:
Staff evaluated Spillman RIPA, Crossroads RIPA, San Diego Sheriffs Office RIPA application G
0
4. List below the name of each individual who was involved in the evaluation, if conducted, and
in making the recommendation to procure this product or service. Attach additional
information, if necessary.
Kimberly Howard
5. Explain what action(s) the department would take if the sole/single source services were no
longer available
The Department would move forward with a vendor that did not have the capability to track the time required to complete the report and user time spent for future state reimbursement
requests,
6. I certify that the above information is accurate to the best of my knowledge, and a signed copy of this
document will be kept on file and available for audit in my department
Ngeye�; signed by
Jimmy Nguyen 09/04/2024
Prepared by
Date
Shayna Walker 09/09/2024
Department Director Date
PurchasinIz Approvals
Purchasing Agent Approval Date
City Manager Approval Date
Rev 1.31.19