HomeMy WebLinkAboutContracts & Agreements_48-2026Docusign Envelope ID: EFD59BBG-DFOB-4494-91 FF-5DAF55A57D1 F
veritone
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:
City of Redlands/Redlands Police Department
Billing Contact Information
Licensee Address:
30 Cajon Street Redlands, California 92373 United
Contact Name:
Redlands Finance
States
Contact Name:
Kimberly Howard
Contact Phone:
909-335-4751
Phone:
909-789-7634
Contact Email:
accountspayable@cityofred lands
.org
Email:
khoward@redlandspolice.org
Email for Invoices
(if different):
LICENSE AND SERVICES
DETAILS
Term:
Start Date: August 01, 2025
End Date:
July 31, 2026
Services
Description
License Fees
■ Veritone Contact Application
90 Users
$100.00 per User /
Contact Application
Web -based "train the trainer" session for primary administrator
per year
Training and Support
Standard webinar training and onboarding; technical
support via email and in-app Included
chat for Contact Application
Master License Terms and Conditions. This Agreement is governed by the Veritone Master License Terms and Conditions
attached as Exhibit A and the product specific terms and conditions at https://www.veritoiie.coi-n/glc-tprrns/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.
VERITONE
AGREEDACCEPTED AND
LICENSEE
Signature
L201DC3139M442
Signature:
Name: ]on Gacek
Name: Charles M. Duggan Jr.
Title: GM Public Sector
Title: Cit Mana
er
Date: 7/14/2025
Date:
- Z
Docusign Envelope ID: EFD59BBC-DFOB-4494-91 FF-5DAF55A57D1 F
xieritone
r,
Veritone
ATTEST:
Jea Donaldson
City Clerk
DS
veritone
VEAITONE FNPNCE
Veritone Finance nnaRavEa
Docusign Envelope ID: EFD59BBC-DFOB-4494-91FF-50AF55A57D1F
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EXHIBITA
Master License Terms and Conditions
Modified July 9, 2025
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 aiWARE'm artificial
intelligence (AI) 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 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
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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 thatVeritone 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 licenseto
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, 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
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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 tither
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, droitmoral (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.
0 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.
o 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 limitingthe 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
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has all necessary rights, available to any third party; (ii) reverse
engineer, decompite, 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 partyto
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 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 fitters contained in or associated with the
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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 orfacilitate 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 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,
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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 anythird party in Licensee's use
of the Platform or Services, includingthe 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.
o 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 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.
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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 writingfrom time to time. Licensee acknowledges and agrees that,
while Veritone 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.
0 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.
0 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 relatingto 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
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Veritone's provision of the Platform and Services to Licensee under this
Agreement ("Veritone Property").
o 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.
o 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 or
Services, or otherwise have atl 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 anythird party's Intellectual Property Rights, orviolate any other
rights of any third party.
0 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.
o 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
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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 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.
o 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.
o 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.
0 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.
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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.
7. Term and Termination.
0 7.1. Term. The term of this Agreement and the License shall be asset forth in
the License Agreement (the "Term").
o 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 ortrustee 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 shalt 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.
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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. Exceptwith respectto any License (or portion thereof) that includes
unlimited processing, Licensee shall report all processing performed 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 pertainingto 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.
9. 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.
10. Fees, Charges and Payments.
o 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 underthis Agreement are
payable in U.S. dollars.
o 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.
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Licensee shall be solely responsible for the payment of any and ati 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 bytreaty, law, rule orregulation. 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.
0 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.
0 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 of a confidential and proprietary nature ("Confidential
Information"). Such Confidential Information may include, but is not limited
to, expressly marked or stamped 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 is, 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. Confidential Information
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shall not include the License Agreement and the Master License Terms and
Conditions as set forth herein. The receiving party shall at all times, both
during the Term, 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 partyto third parties (otherthan
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 bywritten evidence.
0 12.2. Permitted Disclosures. The receiving party may make disclosures (i) as
required by applicable law, subpoena or the rules of an stock exchange on
which such party's shares are then traded; or (ii) as compelled by court order
issued by a court of competent jurisdiction provided that the receiving party
subject to such court order (a) provides the disclosing party with prompt
written notice of any such compelled disclosure, (b) allows the disclosing
partyto participate in any such proceeding.
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, directors,
employees, licensors, agents, from and against any liability or expense,
including, without limitation, any expenses, losses, damages, judgments,
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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 anythird partyterms
and conditions, or that violates misappropriates or infringes the rights
(including Intellectual Property Rights) of any third party.
0 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 solely 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 byVeritone, 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 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
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any such infringement claim or action is commenced or is likely to be
commenced.
o 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 underthe 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 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
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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, 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.
o 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 SECTION 13 (INDEMNIFICATION), 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
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ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
0 15.2. EXCEPT WITH RESPECT TO VERITONE'S INDEMNIFICATION
OBLIGATIONS IN SECTION 13.2 HEREUNDER, VERITONE'S LIABILITY FOR
DAMAGES ARISING OUT OF, RELATING TOOR IN ANYWAY CONNECTED WITH
THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY LICENSEE
TOVERITONE DURING THE TERM
16. Miscellaneous.
o 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 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.
0 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, with
prior written consent of Licensee, 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
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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 this Agreement and Licensee as the party contracting with
Veritone for those services. No party is a partner or a legal representative of
the otherfor 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 priorwritten 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.
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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.
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