Loading...
HomeMy WebLinkAboutContracts & Agreements_159-2025SUloud Driven IMPORTANT.' PLEASE READ THIS DOCUMENT IN ITS ENTIRETY This End -User License Agreement (hereinafter, "Agreement'), dated as of July 31, 2025 the "Effective Date") is made by and between the City of Redlands, CA a municipal corporation (hereinafter, "End User"/ "City"), and Cloud Driven Solutions, Inc (hereinafter, "Company"). The City may be referred to in this Agreement through second -person pronouns such as "you", "your" and "yours." The Company, may be referred to with pronouns such as "us," 'bur," and 'burs." Collectively, the City and the Company may be referred to as the "Parties" and individually as "Party." This Agreement governs the use of all of our software products (hereinafter, "Software"), specifically: Agendal-ink meeting and agenda management By accessing, downloading, installing, or otherwise using our Software in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of the Software immediately. SOFTWARE LICENSE: When you lawfully access the Software, whether through purchase or other lawful means, we grant you, subject to all of the terms and conditions of this Agreement, a non-exclusive, non -transferable, limited, revocable license to use the Software ("License"). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in your use of the Software. This License may not be transferred to any third parties without express, lawful, written permission from the Company and this License terminates upon your cessation of use of the Software. The License shall be applicable to the End Users of the Software, unless a separate written agreement has been executed between you and the Company. LICENSE FEE: The License is provided for a fee in the amount of $7,480.00/year (the "License Fee"), in conjunction with the purchase of the Software. Such License Fee will be displayed to you prior to your purchase of the Software. 117 RESTRICTIONS: The License provided hereunder is subject to the following additional restrictions: Licenses are restricted to use for internal business purposes, and not for the benefit of a third party or on a leased, rental or service bureau basis. ADDITIONAL TERMS: Additional terms may be applicable to the Parties' relationship with each other, such as the Company Terms & Conditions or Terms of Use, the Company Privacy Policy, and any other such written agreements governing your relationship with us. Nothing contained herein is intended to restrict the terms of any other written agreement. Instead, all relevant documents shall be construed as broadly as possible. INTELLECTUAL PROPERTY: You agree that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company. ACCEPTABLE USE: You agree not to use the Software for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Software in any way that could damage the Company website, services, or general business of the Company. You further agree not to use the Software: 1) To harass, abuse, or threaten others or otherwise violate any person's legal rights; II) To violate any intellectual property rights of the Company or any third party; III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another; IV) To perpetrate any fraud; V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme; WA VI) To publish or distribute any obscene or defamatory material; VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group; VIII) To unlawfully gather information about others. REVERSE ENGINEERING & SECURITY: You agree not to undertake any of the following actions: a) Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website; b) Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; c) Copy or otherwise distribute copies of the Software unlawfully, such as through any peer -to -peer network or other intellectual property circumvention tool. MAINTENANCE: This License includes Software maintenance and support. Please contact the Company for assistance. INDEMNIFICATION: You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Software, and/or your breach of this Agreement. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes. Company agrees to defend and indemnify the City and hold it harmless against any and all legal claims and demands, including reasonable attorneys' fees, which may arise from or relate to this Agreement (including, without limitation, any alleged intellectual property claims and the failure of the Software to perform as required) and/or the breach of this Agreement by Company. Company agrees that the City shall be able to select its own legal counsel and may participate in its own defense, as determined by the City in its sole discretion. SPAM POLICY: You are strictly prohibited from using the Software or any of the Company's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails. 317 SERVICE INTERRUPTIONS: The Company may need to interrupt access to the Software to perform maintenance or emergency services on a scheduled basis. You agree that your access to the Software may be affected by such interruptions, but that the Company shall give forty eight (48) hours prior written notice to City of such interruptions for access to the Software. The Company shall not be liable to the City for any unanticipated interruptions or lack of access to the Software that are wholly outside of the control of the Company. NO WARRANTIES: You agree that your use of the Software is at your sole and exclusive risk and that the Software is provided on "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Software will meet your needs or that access to the Software will be uninterrupted or error -free. The Company also makes no warranties as to the reliability or accuracy of any information contained within the Software. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Software is your sole responsibility and that the Company is not liable for any such damage or loss. DISPUTE RESOLUTION & GOVERNING LAW: This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the State of California, County of Riverside. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either party without the express written consent of the other party, which consent shall not be unreasonably withheld. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub -parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement. 417 MISCELLANEOUS: No officer or employee of the City shall be personally liable to the Company, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Company or to its successor, or for breach of any obligation of the terms of this Agreement. Company covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Company's performance of services under this Agreement. Company further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City. Company agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. Company covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Company shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties. FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please contact us at the following address: 6109 Walla Ave Fort Worth, TX 76133 a endalink m drivensolutions.com COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. [Signatures Appear on the Following Page] RVA IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Cloud Driven Solutions, Inc., a Delaware corporation Signature: W\V/ By: Anthony Thompson Title: CEO City of Redlands, CA, a municipal corporation Signature: By: Charlie M. Duggan Jr. Title: City Manager ATTEST: QL4� - 61-1 Jeanne Donaldson, City Clerk Attachments: Exhibit A - Software: AgendaLink Term: 1 year Cloud Driven Solutions, Inc 6109 Walla Ave Fort Worth, TX 76133 US (817) 586-9580 s ales@clouddrivenSol utions, corn www,Cleo ddrivensolutions. corn Estimate ADDRESS City of Redlands 35 Cajon St #200 Redlands. CA 92373 DESCRIPTION AgendaLink Yearly Fees AgendaLink Horizon 1yr 1 year license for AgendaLink Horizon. License Horizon is the modern cloud based meeting/agenda management platform with features such as processes, tasks, live meeting management, sharing, public portal, citizen engagement, and more. PDFArchive (Al Search Annual License Fee forAl Search of Historical License) Data AgendaLink Advanced Advanced Support Services which include: Support 2417 availability via phone, email, text, and chat 1 hours response times ; 6 hours of virtual training One Time Fees AgendaLink Horizon One time platform setup fee and client training Onboarding PDFArchive (Al Search) Importing and Indexing of PDF archive which includes Al Searchable topics via the AgendaLink search functionality. ----------------------------------------------- TOTAL Accepted By Accepted Date C.D.S. MEETINGS REDEFINED ESTIMATE 1199 DATE 06/03/2025 EXPIRATION DATE 07/04/2025 QTY RATE AMOUNT 1 1,845.00 1,845.00 1 500.00 500.00 1 5,135.00 5,135.00 Subtotal: 7,480.00 1 2,000.00 2,000.00 1 7,500.00 7,500.00 Subtotal: 9,500.00 $16,980.00 Page 1 of 1 Service Level Agreement (SLA) for Redlands, CA by Cloud Driven Solutions, Inc. Effective Date: July 31, 2025 Document Owner: I Cloud Driven Solutions Inc Version Version Date Description Author 1.0 04-15-2022 1 Service Level Agreement AJ Thompson Approval (By signing below, all Approvers agree to all terms and conditions outlined in this Agreement.) Approvers Role Signed Approval Date Cloud Driven Solutions Software Provider 7/28/2025 Redlands, CA Customer/��yjj •Z q ,LOZS+ Cloud Driven Solutions Fort worth, TX 76133 1. Agreement Overview This Agreement represents a Service Level Agreement ("SLA" or "Agreement') between Cloud Driven Solutions. and City of Redlands, a municipal corporation and for the provisioning of services required to support and sustain AgendaLink. This Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders. This Agreement outlines the parameters of all software services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein. 2. Goals & Objectives The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent support and delivery to the Customer(s) by the Service Provider(s). The goal of this Agreement is to obtain mutual agreement for software services between the Service Provider(s) and Customer(s). The objectives of this Agreement are to: Provide clear reference to service ownership, accountability, roles and/or responsibilities. Present a clear, concise and measurable description of service provision to the customer. Match perceptions of expected service provision with actual service support & delivery. 3. Stakeholders The following Service Provider(s) and Customer(s) will be used as the basis of the Agreement and represent the primary stakeholders associated with this SLA: Service Provider(s): Cloud Driven Solutions ("Provider") Customer(s): City of Redlands ("Customer") 2/4 Cloud Driven Solutions Fort Worth, TX 76133 4. Service Agreement The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement. 4.1. Service Scope The following Services are covered by this Agreement; • Manned telephone support • Manned text support • Monitored email support • Remote assistance using Remote Desktop • Planned or Emergency Onsite assistance (extra costs apply) • Monthly system health check 4.2. Customer Requirements Customer responsibilities and/or requirements in support of this Agreement include: • Yearly license payment • Reasonable availability of customer representative(s) when resolving a service related incident or request. 4.3. Software Provider Requirements Software Provider responsibilities and/or requirements in support of this Agreement include: • Meeting response times associated with service related incidents. • Appropriate notification to Customer for all scheduled maintenance 4.4. Service Assumptions Assumptions related to in -scope services and/or components include: • Changes to services will be communicated and documented to all stakeholders. 3/4 Cloud Driven Solutions Fort Worth, TX 76133 5. Service Management Effective support of in -scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in -scope services and related components. 5.1. Service Availability Coverage parameters specific to the service(s) covered in this Agreement are as follows: e Telephone support : 8:00 A.M. to 6:00 P.M. Monday —Friday o Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to respond in a timely manner o If voicemail is left, response times will be within 1 hour • Text support: 8:00 A.M. to 6:00 P.M. Monday - Friday o Texts received out of office hours will be answered in a timely manner • Email support: Monitored 24 hours a day 7 days a week • Onsite assistance and training available within 14 days upon paid approval • Virtual assistance and training available within 24 hours (additional fees may apply) 5.2. Service Requests In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames: • 0-2 hours (during business hours) for issues classified as High priority. • Within 24 hours for issues classified as Medium priority. • Within 72 hours for issues classified as Low priority. Remote assistance will be provided in -line with the above timescales dependent on the priority of the support request. 4/4 Cloud Driven Solutions Fort Worth, TX 76133