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THIS SOFTWARE-AS-A-SERVICE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN THE FOLLOWING PARTIES (EACH INDIVIDUALLY, A “PARTY” AND COLLECTIVELY, THE “PARTIES”):
NEPTUNE TECHNOLOGY GROUP, INC.
3100 BRECKINRIDGE BLVD. BLDG. 1200 STE 300
DULUTH, GEORGIA, 30096
(“NEPTUNE”)
and
City of Corona, California
400 S. Vicentia Ave.
Corona, CA 92882
(“CUSTOMER”)
The effective date of this Agreement is _____________________________________________ (“Effective Date”).
Approved:
City of Corona, California
Approved:
Neptune Technology Group, Inc.
By:
Tom Moody
Director of Utilities
By:
Chuck Brunson
Vice President, Marketing
Reviewed By:
Katie Hockett
Assistant Director of Utilities
By:
Jason Constantino
Chief Financial Officer
Reviewed By:
Jacqueline Zukeran
Utility Billing & Administration Manager
Reviewed By:
Yasmin Lopez
Purchasing Manager
Attest:
Sylvia Edwards, City Clerk
City of Corona, California
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This Agreement sets forth the terms and conditions whereby Neptune agrees to provide Customer with the Application, Services, Customer support, and related documentation as further described herein. For mutual consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions:
a. Affiliated Parties – employees, officers, directors, agents, and financial, legal, and other advisors and affiliates (including a parent, subsidiary, or other related company) of a Party. b. APIs– published Neptune application programming interfaces. c. Application – The Neptune 360® SaaS application.
d. Confidential Information –Any information that is not generally known outside the Discloser’s Affiliated Parties relating to any aspect of the Discloser’s business, whether existing or foreseeable, that is expressly labeled or identified as confidential, including but not limited to:
Customer Data, project files, product designs, processes, new or existing product development, production characteristics, testing procedures and results thereof, engineering evaluations and reports, know-how, trade secrets, business plans, financial statements and projections, Consumer lists and information, software and computer programs, including source code, training manuals, policy and procedure manuals, price and cost information, and any information received by the Discloser under an obligation of confidentiality to a third-party. A “Recipient” receives Confidential Information; a “Discloser” discloses Confidential Information. e. Connectivity – the ability for data collection Devices to send readings through a network to the Application, assuming the Devices and the network are operational. f. Consumer – Customer’s water consuming clients, both residential and commercial. g. Customer Data – any data and non-public information provided to Neptune by Customer. h. Devices – Neptune radio endpoints that interface with meters or other sensors and redistribute data over networks.
i. Documentation – any user manuals, reference manuals, release, application and methodology notes, written utility programs and other materials in any form provided by Neptune. j. Indemnified Persons – The Customer, Customer’s Affiliated Parties or Consumers. k. Initial Term – the Application’s initial, prepaid, annual subscription as confirmed in the Customer’s purchase order, which will be issued to the Neptune Authorized Distributor. l. Key or Security Key – a confidential, secure, Application license key provided by Neptune to Customer and/or Customer’s designated, third-party software provider(s) pertaining to the API. m. Maintenance Window(s) – a scheduled, Application outage for updates, upgrades, changes, and/or repairs. Neptune will provide email notifications to all registered Application users, no later than forty-eight (48) hours preceding a scheduled, Application, Maintenance Window outage. n. Neptune Authorized Distributor – Any third party, authorized pursuant to a Neptune distributor agreement, eligible to resell the Application and Services to the Customer on Neptune’s behalf. o. Renewal Term – The Application’s annual subscription(s), commencing upon expiration of the Initial Term or preceding annual subscription(s) as confirmed in the Customer’s Renewal Term purchase order, which will be issued to the Neptune Authorized Distributor.
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p. Software as a Service (SaaS) – a software model in which Neptune’s Application is delivered on an annual subscription basis and managed remotely via an online network.
2. Services. Customer shall not use, and shall not permit the use of, the Application or Services (as described in this section) by any unauthorized third parties. Unless mutually agreed in writing, the Services to be provided to Customer pursuant to this Agreement include only the following:
a. Secure access to the hosted Application and Application updates, with prior notice of Application updates communicated to Customer via email.
b. Optional, premium Application modules at then-current, premium module pricing. c. Application and Application server monitoring, security monitoring, and database preventive maintenance monitoring.
d. Neptune’s commercially reasonable efforts to maintain at least ninety nine percent (99%) Application uptime, as measured on a rolling, twelve-month basis, less Maintenance Windows. e. If an Authorized Neptune Distributor should offer Customer supplemental, Application related services under separate agreement, Customer’s initial point of contact for support and resolution of issues concerning the Application shall be the Neptune Authorized Distributor if agreed upon therein. In the event the Neptune Authorized Distributor does not resolve the issues to the Customer’s satisfaction, Customer may contact Neptune directly and Neptune shall provide support and address such issues pursuant to this Agreement. f. Telephone support for Customer’s employees and contractors at 1-800-647-4832, Monday-Friday from 7:00am-5:00pm central time, excluding corporate holidays, and email support for nonurgent Customer requests at [email protected] g. Service issue tracking numbers, issued upon the earlier of either: (i), Neptune’s first awareness of an Application or Customer network issue; or (ii) the Customer’s initial report of an Application issue. Neptune will respond to Customer’s initial report of an Application issue within one business day of the Customer’s reported issue.
h. Prioritization of Customer’s critical, Application-related, Consumer billing issues (a “Billing Impediment”), and efforts towards resolution within seventy-two (72) hours after issuance of a service issue tracking number.
i. Prioritization of other issues, not related to Billing Impediments, in the following order. i) Application, database, Application network server, or communications issues that adversely affect Application functionality, data transfers or Consumer data availability. ii) Application functionality that is inconsistent with the Application’s related Documentation, but doesn’t materially affect Application-related work performance and not related to problems with Customer equipment or software.
iii) Customer requests for assistance, not related to either Application, Customer equipment, Customer or third-party software, Customer network issues, or training requests. j. Escalation, at Customer’s direct request, of any reported Application issue that remains unresolved after three (3) Customer notifications to Neptune support personnel over a seventytwo (72) hour period. Escalations will involve notifications to Customer’s designated sales representative(s) and Neptune supervisory personnel as appropriate.
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3. Term and Termination:
a. Initial Term. This Agreement’s Initial Term shall be listed on the Customer’s purchase order, which will be issued to the Neptune Authorized Distributor, with such purchase order acceptance coming from either Neptune or Neptune’s Authorized Distributor as applicable. b. Termination By Customer. Customer may terminate this Agreement and any Exhibits without cause prior to the expiration of the then current Initial Term or Renewal Term, as applicable, without refund. Customer may also terminate this Agreement and any Exhibits for breach with thirty (30) days written notice to Neptune. Neptune shall promptly respond to Customer’s notice and have thirty (30) days from receipt of written notice to remedy a Customer-reported breach.
Customer will remain current with any/all Application annual subscription payments to Neptune’s Authorized Distributor, if applicable, and, if Neptune cannot reasonably remedy a reported breach, or if the breach is incurable, Customer shall receive a pro rata refund for any remaining Application subscription months that were prepaid by Customer pursuant to this Agreement.
c. Termination By Neptune. Neptune may terminate this Agreement and any Exhibits for breach with thirty (30) days written notice to Customer. Customer shall promptly respond to Neptune’s notice and have thirty (30) days from receipt of written notice to remedy a Neptune-reported breach. Neptune may terminate Customer’s access to the Application and related Services without refund if; (a) Customer fails to cure its breach of this Agreement within thirty (30) days of notice by Neptune or, (b) the Customer’s breach of this Agreement is incurable. d. Data Ownership and Rights upon Termination. Customer Data remains the property of Customer.
Customer grants to Neptune the right and license to host, access, store, and use the Customer Data for Neptune’s performance, pursuant to this Agreement, including, but not limited to for the purposes of providing the Services. Upon expiration or termination of this Agreement, Neptune will no longer provide the Services, and Customer may no longer use the Services; and Neptune will no longer be provided or permitted to use Customer Data. Following such expiration or termination, so long as Customer’s Application subscription is current in all payments to Neptune, upon the written request of the Customer as made within thirty (30) days after the effective date of the expiration or termination, Neptune will use commercially reasonable efforts to prepare for export or download any Customer Data, with such export or download to be made in a mutually agreed format. After such thirty (30) day period, Neptune has no obligation to maintain or provide the Customer Data, and Neptune shall delete or destroy all Customer Data (and all copies of Customer Data) in its systems or otherwise in its possession or control, unless prohibited by law.
4. Billing and Payment. Within thirty (30) days of the Application subscription’s initial payment due date, Neptune’s Authorized Distributor shall issue a Customer invoice payable within thirty (30) days. Thereafter, annual subscription billing will be rescheduled for January due dates, after any connected endpoint true-up billing, if applicable. A late charge will be assessed on all amounts not paid by the invoice due date at a rate equal to the lesser of five percent (5%) per annum or the maximum rate permitted by applicable law.
5. Force Majeure. Neptune shall incur no liability of any kind to Customer due to (i) causes unrelated to the Application or provision of Services, including, but not limited to, any disruption in Customer’s networks not administered by Neptune or any disruption in the Internet or World Wide Web, or (ii) any other causes beyond Neptune’s reasonable control, including, but not limited to, acts of God, war, terrorism, electrical storm, wind storm, tornado, hurricane, strikes or lack of access to equipment at Customer’s or Consumer’s site(s). Neptune does not guarantee network security, or the integrity of any data which is sent over, backed up, stored or subject to load balancing.
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6. Disclaimer of Warranties. OTHER THAN THE SERVICES LISTED HEREIN, NEPTUNE DOES NOT
MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES
RENDERED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
AND IMPLIED, WITH RESPECT TO SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTIBILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND NEPTUNE EXPRESSLY DISCLAIMS SUCH WARRANTIES AND CONDITIONS.
7. Application Programming Interfaces:
a. API License. For the sole purpose of creating an interface between the Application and software or applications licensed by Customer from third parties, Neptune hereby grants to Customer a non-exclusive, non-transferable license to use APIs. Neptune will provide, to Customer, Documentation related to the APIs and Neptune grants Customer a non-exclusive, nontransferable license to use one copy of the Documentation solely in furtherance of the API license granted herein.
b. Limitations on Rights of Use. Customer shall not use the API for any other purpose except as expressly authorized in this Agreement and Documentation. Neptune reserves the right to make the APIs available to Customer only pursuant to execution of a separate, API Site License Agreement with Customer’s third-party software provider(s), as necessary to ensure security and confidentiality of Customer Data. Upon execution of an API Site License Agreement, and upon written authorization from the Customer, Neptune will provide the third-party API licensee(s) a unique, Customer Site ID number and Security Key number or code, and the API licensee(s) shall use these Neptune-issued API access credentials exclusively with the Customer. Neither the Customer nor the Customer’s software provider(s) will disclose the Customer’s Security Key to, or allow the use of the Security Key by, any third party other than the API licensee. Neptune will provide Customer the APIs in object code only. Neptune reserves the right to encrypt the API as it deems appropriate and Customer has no other rights in the object code or source code of the API. Customer may not disassemble, decompile, reverse translate or apply any other procedure to a non-source code delivered API. If Customer has relationships with additional utilities (or other entities) that are Neptune customers and Customer desires to use APIs or SaaS with other Neptune customers, then Customer must enter into a separate agreement with Neptune and such customer. Any rights in API(s) and the Documentation not expressly granted to Customer in this Agreement shall remain with Neptune.
c. API Upgrades. Neptune may make changes to the APIs from time to time and will be communicated, in advance, via Application Release Notes. Neptune will make commercially reasonable efforts to maintain backward compatibility of the APIs but makes no guarantees and assumes no obligation to ensure backward compatibility. APIs may not remain compatible with third party software or programs after changes to the APIs, changes to third party software or programs, or changes to the Application.
8. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 11 OF THIS AGREEMENT, IN NO
EVENT SHALL NEPTUNE BE LIABLE TO CUSTOMER, ANY SUBSCRIBER OR ANY OTHER
THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR
LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWIILL OR BUSINESS REPUTATION,
BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITUTE GOODS, LOSS OF DATA, OR
LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH
THIS AGREEMENT OR ANY EXHIBIT OR THE PROVISION OR NON-PROVISION OF THE
SERVICE (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF CUSTOMER, ANY
SUBSCRIBER OR ANY SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DocuSign Envelope ID: 66F41ABC-C150-4D24-877E-50E47DBE47B2 6 JAMIER\06100.16001\10287846.10
SUCH DAMAGES. NEPTUNE’S LIABILITY FOR DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE AGREEMENT OR ANY EXHIBIT OR THE PROVISION OR NONPROVISION OF THE SERVICE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE DIRECT DAMAGES, NOT TO EXCEED AMOUNTS DOCUMENTED IN EXHIBIT A. CUSTOMER
HEREBY ACKOWLEDGES THAT WITHOUT THE LIMITATION OF LIABILITY SET FORTH HEREIN THE FEES CHARGED FOR THE SERVICE WOULD BE HIGHER.
9. Responsibilities of Customer:
a. The procurement, compatibility, operation, security, support and maintenance of Customer’s hardware and software (that are not the express subject of this Agreement) is the responsibility of Customer.
b. Application user administration, including but not limited to the definition, management, and security of Customer usernames and passwords are the sole responsibility of Customer. c. Customer represents and warrants to Neptune that it will hold at all relevant times all appropriate licenses and consents required to operate its business for which the Services are provided and that it will at all relevant times conduct its business in accordance with applicable law and regulation.
Customer shall be responsible for the payment of any taxes, assessments or fees associated with the use of the Services. Neptune prohibits use of its Services in any way that: (i) is unlawful; (ii) interferes with use of the Application or the Internet by any other person or entity; (iii) infringes the intellectual property rights or privacy rights of any other person or entity; (iv) presents security or privacy risks, including, without limitation, interfering with or gaining unauthorized access to or otherwise violating the security of the Application or any other person or entity’s server, e-mail accounts, or data; or (v) is inconsistent with the terms and conditions of this Agreement . d. Application Connectivity. Unless otherwise modified by an Exhibit, Customer shall be solely responsible for supplying Connectivity between its network(s), its data collection hardware, and the Application.
e. Equipment Maintenance. Unless other modified by an Exhibit, Neptune shall not be responsible for the maintenance of Customers’ networks.
10. Indemnification. Upon notice and demand from Customer, Neptune shall promptly defend and indemnify the Indemnified Persons, at Neptune’s expense, from any claim, demand, proceeding or action that may be brought (or threatened to be brought) against the Indemnified Persons alleging any of the following: (a) violation or infringement of any patent, trademark or copyright or of any contractual, intellectual property or other rights of any third parties arising out of the Services or the use or sale of any products provided in connection with the Services; (b) any loss or damage resulting from a breach of Section 11. Notwithstanding the foregoing, Neptune shall have no duty to indemnity Customer for Customer’s negligence.
11. Confidentiality:
a. Recipient shall use Confidential Information only for performing under the Agreement and shall comply with all applicable laws in Recipient’s use of Confidential Information. Other than as explicitly stated herein, nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any Confidential Information. Recipient shall protect the Confidential Information by using the same degree of care as Recipient uses to protect its own confidential and proprietary information of a like nature, but not less than a reasonable degree of care. Recipient shall not disclose or provide Confidential Information or any summary or derivative thereof to any third-party without the express prior written consent of Discloser in each instance. Recipient shall take all commercially reasonable steps to ensure that the DocuSign Envelope ID: 66F41ABC-C150-4D24-877E-50E47DBE47B2 7 JAMIER\06100.16001\10287846.10
Confidential Information is not used or disclosed by its Affiliated Parties in violation of this Agreement. Recipient shall (i) not remove the copyright notice, trademarks and all other proprietary rights notices and (ii) reproduce all copyright notices, trademarks and all other proprietary rights notices contained in the Confidential Information. Recipient shall only permit access to the Confidential Information to those Affiliated Parties who reasonably need to know such information to perform under this Agreement. Recipient shall require that all such Affiliated Parties who have access to any Confidential Information execute, or be subject to, a written confidentiality agreement that protects such information at least to the same extent as provided in this Agreement prior to any such access. Recipient shall be responsible for any violation of this Agreement on the part of such Affiliated Parties.
b. Recipient’s duty to protect the Confidential Information, and to refrain from using such information except for performing its obligations under this Agreement expires five years following the termination of this Agreement from the date of disclosure of such piece of Confidential Information; provided, however, that information that is a “trade secret” shall be kept confidential by Recipient until such information is no longer a “trade secret” under applicable law. Recipient and its Affiliated Parties shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in this Agreement and shall hold and maintain the Confidential Information in strictest confidence. Notwithstanding the foregoing, the Parties acknowledge that, pursuant to a Defense of Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
c. This Agreement imposes no obligation upon Recipient with respect to any information that: (a) is or becomes publicly known or publicly available or otherwise in the public domain through no act of Recipient or its Affiliated Parties; (b) is already known to, or in the possession of, Recipient or its Affiliated Parties at the time of the disclosure; (c) is rightfully received by Recipient or its Affiliated Parties from a third-party under no obligation of confidentiality to Discloser or Discloser’s Affiliated Parties; (d) is disclosed by Recipient with Discloser’s prior written approval; or (e) is required to be disclosed by the California Public Records Act or order of a court or governmental agency; provided, however, that in such a case, Recipient shall immediately notify Discloser of such order to allow Discloser to seek a protective order or other appropriate relief.
12. Governing Law, Venue. The interpretation and construction of this Agreement, and all matters relating to this Agreement, will be governed by the laws of the state in which Customer is located without giving effect to any conflict of law provisions thereof. Any legal action or proceeding with respect to this Agreement must be brought in the county and state in which Customer is located and by execution and delivery of this Agreement, each party to this Agreement irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts in any legal action or proceeding arising out of this Agreement. Each of the parties to this Agreement irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in the preceding sentence. Nothing in this paragraph will affect or eliminate any right to serve process in any other manner permitted by law. THE
PARTIES IRREVOCABLY WAIVE THEIR RIGHTS TO TRIAL BY JURY OF ANY CAUSE OR
ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER
PROCEEDING WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT OR ANY PORTION OF THIS AGREEMENT, WHETHER
BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF DocuSign Envelope ID: 66F41ABC-C150-4D24-877E-50E47DBE47B2 8 JAMIER\06100.16001\10287846.10
LIABILITY. NEPTUNE REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS JURY TRIAL RIGHT.
13. Miscellaneous. Customer may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any of its rights or obligations thereunder without first obtaining Neptune’s written consent. Neptune may freely assign its rights and obligations under this Agreement to any party that succeeds to its interest in the assets used to provide the Services, whether by stock sale, asset sale or merger. This Agreement shall be binding upon and inure to the benefit of each party’s permitted assigns and successors. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and shall supersede any prior proposals, understandings, and agreements, whether written or oral, between the parties with respect to that subject matter. This Agreement may not be amended or modified except by a written instrument executed by duly authorized representatives of the Parties. The headings in this Agreement, including all Section and subsection titles or captions, are inserted for convenience only and shall not constitute a part hereof nor affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy of a counterpart shall have the same effect as an original. Any notice required or permitted by this Agreement shall be in writing, in English and delivered by overnight commercial courier (such as FedEx) providing proof of delivery, addressed as set forth on the bottom of the first page of this Agreement.
14. Insurance. Neptune shall acquire and maintain insurance during the then-current Initial Term and any Renewal Term, at its expense, with limits not less than those documented in the attached Certificate of Insurance (Exhibit A). Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Neptune hereunder and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall include Cyber Liability coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses, with limits as documented in Exhibit A. The required insurance policies shall be endorsed to state that Customer and its Affiliated Parties shall be included as additional insureds for the amounts documented in Exhibit A, with respect to liability arising from work or operations performed by Neptune, or on behalf of Neptune by Neptune subcontractors performing under direct, Neptune supervision.
15. Security Breach. Neptune will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access or disclosure. Neptune will promptly notify Customer of any unauthorized access to Customer Data and will cooperate with Customer’s reasonable requests for information regarding any such unauthorized access. In the event Neptune knows or has reason to know of an unauthorized access to Customer Data, Neptune will, at its own expense: (i) investigate the actual or suspected unauthorized access (ii) provide Customer with a remediation plan, to address the unauthorized access and to mitigate the incident and reasonably prevent any further incidents, (iii) remediate the effects of the unauthorized access in accordance with such remediation plan, and (iv) reasonably cooperate with Customer (including, but not limited to, providing audit logs) and any law enforcement or regulatory official investigating such unauthorized access.
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EXHIBIT “A”
NEPTUNE CERTIFICATE OF INSURANCE
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