AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and VERITONE, INC. a Delaware corporation authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on August 31, 2022, CITY and CONTRACTOR entered into Agreement 2022-176 for a three (3) year subscription to Veritone Contact Application; and
WHEREAS, CITY desires to subscribe to Veritone Contact Application for an additional (3) years; and
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: Provide a subscription of Veritone Contact Application for 507 officers, subject to and in accordance with Veritone Quote #006980C attached hereto as Exhibit A and incorporated herein, the Veritone Master License Terms and Conditions attached hereto as Exhibit B and incorporated herein, and the terms of the Veritone License Agreement attached as Exhibit C (“Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):
(1) A total payment of $152,100.00 which shall be paid in three (3) annual installments subject to Exhibit A, for the
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subscription of 507 users at $ 100.00 per user annually as follows:
• $50,700.00 in August 2025
• $50,700.00 in August 2026
• $50,700.00 in August 2027
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR . In no case will CITY compensate CONTRACTOR more than $152,100.00 for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, the term of this Agreement shall be deemed to commence on August 1, 2025 and shall terminate on July 31, 2028.
4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, thirty (30) days before the termination is effective.
5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR ’s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
6. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5
supplies necessary to perform the services under this Agreement.
9. STARTING WORK.
CONTRACTOR shall not begin work until authorized to do
so in writing by CITY. No work will be authorized before the date first written above.
10. KEY PERSONNEL
. CONTRACTOR shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement. CONTRACTOR shall provide background for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key personnel are approved , CONTRACTOR shall not change such personnel without CITY’s written approval.
11. INCLUDED DOCUMENTS
. Any bid documents, including, without limitation,
special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
12. LICENSES
. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work . If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees.
13. STANDARD OF PERFORMANCE.
The Scope of Work shall be performed in
conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
14. SB 854 COMPLIANCE
. To the extent Labor Code Section 1771.1 applies to
this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5
work pursuant to Section 1725.5 at the time the contract is awarded. The p
rime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
15. NO WAIVER OF DEFA
ULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
16. INSURANCE.
16.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
16.1.1 Automobile liability insurance, providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence.
16.1.2 Commercial general liability insurance, unless otherwise approved by CITY ’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
16.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
16.1.2.2 Provide products and completed operations
coverage;
16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
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16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . I n accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I
am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
B
y executing this Agreement, CONTRACTOR is submitting the certification required above.
The p
olicy must contain a waiver of subrogation in favor of
CITY and its mayor, council, officers, agents, employees, and designated volunteers.
16.2 General Provisions Applying to All Insurance Types.
16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.
16.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
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must be excess of CONTRACTOR’s insurance and must not
contribute with it.
16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY ’s Risk Manager, but in no event less than A- :VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and appro ved by CITY in writing.
16.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
16.2.5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.
16.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
16.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this Agreement . CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.
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18. MUTUAL HOLD HARMLESS . Neither party shall be liable to the other party for any loss, damage, liability, claim or cause of action for damage to or destruction of property or for injury to or death of persons arising solely from any act or omission of the other party's officers, agents, employees, or volunteers. The Parties agree to hold each other harmless from any and all claims, demands, liabilities, losses or causes of action which arise by virtue of its own acts or omissions (either directly or through or by its agents, officers, employees, or volunteers) to such extent and in such part as the respective parties are found by reason of law to have proximately caused the injury or damage. The party against whom any claim arising from any subject matter of this Agreement is filed shall give prompt notice of the filing of the claim to the other party.
19. ASSIGNMENT.
Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
20. ACCOUNTING RECORDS
. CONTRACTOR shall maintain accurate
accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
21. BINDING EFFECT
. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
22. CORPORATE AUTHORITY
. Each individual signing this Agreement on behalf
of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
23. COUNTERPARTS.
This Agreement may be executed in any number of
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counterparts, each of which shall be considered as an original and be effective as such.
24. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
25. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
26. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
27. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
28. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
29. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
30. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
31. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
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CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: VERITONE, INC
5291 California Ave.
Office 350
Irvine, California 92617
32. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
33. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
34. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number 47-1161641
CONTRACTOR is a corporation? Yes X No (Please check one.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “ CONTRACTOR”
CITY OF BAKERSFIELD VERITONE INC.
By:________________________________ By:_________________________________
KAREN GOH
Mayor
Print Name:
Title:
[Signatures on Following Page]
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Jon Gacek
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By:_______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY E. ZAMBRANO
Deputy City Attorney
Insurance:____________
COUNTERSIGNED:
By:_______________________________
RANDY MCKEEGAN
Finance Director
Attachment: Exhibit A – Veritone Quote #006980C
Exhibit B – Veritone Master License Terms and Conditions Exhibit C – Veritone License Agreement
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GLC - Rev 20210324
1 VERITONE, INC.
MASTER LICENSE TERMS AND CONDITIONS (GLC)
These Master License Terms and Conditions (GLC) (“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 to 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 aiWARETM 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 AI processing, automated workflows, analytics, data storage and/or transfer) made available to Licensee through the Platform, and any related configuration, installation, support and other services . 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 rig hts 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 respec t to the Platform and Services, superseding and replacing any and all prior agreements, communications, and understandings, both writt en 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.
2.1. License. Veritone hereby grants to Licensee, during the Term (as defined in Section 7 below), a non-transferable, non-sublicensable, non- exclusive, 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 (the “License”).
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, exhau stion 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 for ms 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 a nd registrations therefore and rights to apply for any of the foregoing.
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.
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 o r 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 pursuant to the License Agreement, to access and use the Platform or Services; (vi) upload or transmit through the Platform or Services any material, content, media or data (collectively, “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 (vii) violate any laws, rules or regulations in connection with its use of the Platform or Services, including any data or content contained in, transmitted through or derived therefrom.
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2 (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 par t, 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 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.
3. Access and Use. 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 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 L icensee’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.
4. Intellectual 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”). 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, materials and infor mation which are independently created, authored, developed, conceived or reduced to practice by Licensee.
5. Licensee Content.
5.1. 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 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.
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 notify Licensee within 48 hours 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.
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 Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5
GLC - Rev 20210324
3 hereunder shall be deemed to be Veritone Property and Veritone will be entitled to, without limitation, implement and exploi t 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.
7.1. Term. The term of this Agreement and the License shall be as set forth in the License Agreement (the “Term”).
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.
7.3. Effect of Termination. If at any time this Agreement is terminated, or upon expiration of the Term, the License and all other rights granted to Licensee herein shall automatically terminate and Licensee shall immediately cease using the Platform and Services.
7.4. Survival. The provisions of Sections 2.2 (Reservation of Rights), 4 (Intellectual Property), 6 (Feedback), 7.3 (Effect of Termination), 8.1 (Fees and Payments), 8 .2 (Taxes), 10 (Confidentiality), 11 (Indemnification), 12.2 t hrough 12.4 (Disclaimers), 13 (Limitation of Liability), and 14 (Miscellaneous) hereof, shall survive the expiration or any early termination of this Agreement for any reason.
8. Fees, Charges and Payments.
8.1. 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 all other 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.
8.2. 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, law, rule or regulation. If Veritone is required to pay any such taxes, duties or fees, Licensee shall reimburse Veritone immediately upon receipt of Veritone's invoice thereof.
8.3. 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.
9. 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.
10. Confidentiality.
10.1. 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 confid ential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not li mited to, trade secrets, know - how, inventions, techniques, processes, software, algorithms, programs, schematics, data, technology roadmap, sales and marke ting 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, C onfidential 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. The receiving party shall at all times, both during the Term and for a period of three (3) years after its termination (or, in the case of the Platform, Services and any associated software or trade secrets, 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 cons ent. The receiving party further agrees to immediately return to the disclosing party or destroy all Confidential Information (incl uding all copies, extracts and summaries thereof) in the receiving party’s possession, custody, or control upon the expiration or any terminati on 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 t he receiving party without use of or reference to the disclosing party’s Confidential Information, as demonstrated by written evidence.
10.2. Permitted Disclosures. The receiving party may make disclosures (i) as required by applicable law 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 p arty subject to such court order (a) provides the disclosing party with prompt written notice of any such compelled disclosure, (b) uses diligent reasonable efforts to limit disclosure, (c) uses commercially reasonable efforts to obtain confidential treatment or a protective order in connection with the information subject to such compelled disclosure, and (d) allows the disclosing party to participate in any such proceeding.
Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5
GLC - Rev 20210324
4 11. Indemnification.
11.1. 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, 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 or regulations, or that misappropriates or infringes the rights (including Intellectual Property Rights) of any third party.
11.2. Veritone Indemnification of Licensee . Veritone will defend, indemnify and hold harmless Licensee and its subsidiari es, 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 (a) Veritone’s breach of any representation, warranty, covenant or obligation contained in this Agreement; or (b) 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 is caused by (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 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.
11.3. Conditions. T he indemnifying party’s indemnification obligations under this Section 11 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. T he indemnified party shall have the right to participate in the defense of any claim with its own counsel at its own expense.
12. Warranties and Disclaimers.
12.1. 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 car ry 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.
12.2. 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 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.
12.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, TO THE EXTENT THAT THE SERVICES LICENSED BY LICENSEE
INCLUDE THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION, LICENSEE ACKNOWLEDGES THAT THE IDENTIFY APPLICATION
AND THE REDACT APPLICATION ARE INTENDED TO BE USED BY LICENSEE ONLY AS TOOLS TO SUPPORT REVIEW OF DIGITAL EVIDENCE IN
CONNECTION WITH ITS INVESTIGATIONS, AND/OR REVIEW AND REDACTION OF AUDIO FILES AND/OR VIDEO FOOTAGE, AND THAT THE
IDENTIFY APPLICATION AND THE REDACT APPLICATION AND THE RESULTS GENERATED THEREFROM SHOULD NOT BE CONSIDERED OR RELIED UPON AS A SUBSTITUTE FOR LICENSEE’S CUSTOMARY INVESTIGATIVE, REVIEW AND/OR REDACTION PROCEDURES, PROTOCOLS AND/OR REQUIREMENTS. LICENSEE ACKNOWLEDGES THAT THERE ARE INHERENT LIMITATIONS IN ARTIFICIAL INTELLIGENCE
TECHNOLOGIES, AND VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, SUFFICIENCY OR USEFULNESS OF THE RESULTS GENERATED BY THE IDENTIFY APPLICATION OR THE REDACT APPLICATION. LICENSEE IS SOLELY
RESPONSIBLE FOR VERIFYING ALL RESULTS GENERATED BY THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION AS PART OF ITS CUSTOMARY INVESTIGATIVE, REVIEW AND/OR REDACTION PROCEDURES.
12.4. 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 Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5 GLC - Rev 20210324
5 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.
13. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 10 (CONFIDENTIALITY), (B) AMOUNTS FINALLY AWARDED OR SETTLED IN A THIRD PARTY CLAIM FOR WHICH A PARTY IS RESPONSIBLE UNDER SECTION 11 (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 ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (2) NEITHER PARTY’S LIABILITY FOR DAMAGES ARISING
OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY LICENSEE TO VERITONE UNDER THIS AGREEMENT.
14. Miscellaneous.
14.1. 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 und er the Agreement due to any cause beyond such party’s control including acts of war, terrorism, acts of God, embargo, riot, sabotage, 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.
14.2. 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 Veritone may reference Licensee on Veritone’s website, other marketing materials, investor relations materials, and as a customer in Veritone’s SEC filings.
14.3. 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.
14.4. 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 Orange 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. If any action arises under this Agreement, including, without limitation the interpretation or enforcement of any term of this Agreement, the prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and related costs. 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 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 or substantially 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 interp retation or construction in favor of or against either party. Each party has had the opportunity t o 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 Agreem ent 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.
Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5 2026
Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5 Docusign Envelope ID: 8DCCA172-2786-423D-B2A0-3D40446062B5