T0 Ecolane
MASTER AGREEMENT
(Signature Page)
ECOLANE USA INC., a Delaware corporation ("Ecolane"), and the customer whose name appears below ("Customer") hereby enter into, as of the Effective Date set forth below, this Master Agreement consisting of the Standard Terms and Conditions and Exhibit A, which are attached hereto and incorporated herein for all purposes.
CUSTOMER INFORMATION
Customer Legal Name City Of Riverside
California
Type of Legal Entity California charter city and municipal corporation City of Riverside
Notice Contact Information Attn: Information and Technology Administration 3900 Main St
Riverside CA, 92522
[email protected]
Phone: (951) 826-5446
IN WITNESS WHEREOF, the parties have duly executed this Master Agreement by the duly authorized signatures below as of _ 2024 (the "Effective Date").
City of Riverside
3900 Main St.
Riverside, CA 92522
CERTIFIED AS TO FUNDS AVAILABILITY:
Signature
BY:
ASSISTANT CHIEF FINANCIAL OFFICER
Printed Name
Title
ECOLANE
940 West Valley Road, Suite 1400 APPROVED AS TO FORM
Wayne, PA 19087
BY:
Deputy City Attorney
Signature
Spiro Gjorgjievski
Printed Name
President
Title
Ecolane
ECOLANE MASTER AGREEMENT
STANDARD TERMS AND CONDITIONS
This Master Agreement ("Agreement") sets out the terms and Hosting Services by Customer or an Authorized User conditions pursuant to which Customer may from time to time 2.4. "Derivative Works" means a work based upon or access, use or license one or more computer software
derived from one or more pre-existing works, such as a
products from Ecolane and obtain from Ecolane such translation, abridgement, condensation, or any other form in support, professional and other services.
which a work may be recast, transformed, or adapted.
NOW, THEREFORE, in consideration of the mutual 2.5. "Documentation" means, when used with respect agreements set forth herein, and for other good and valuable to the Licensed Software, all documentation, technical consideration, the receipt and sufficiency of which are hereby manuals, operator and user manuals, flow diagrams, file acknowledged, the parties agree as follows: descriptions and other written information provided by ARTICLE I. Ecolane that describes functions, operational ORGANIZATION AND RULES OF CONSTRUCTION characteristics and specifications of such software.
2.6. "Fees" means the license, subscription, support,
1. Organization. These standard terms and conditions
professional, hosting or other fees set out in an Order. are divided into five Articles: Article | Organization and Rules of Construction, Article I| Definitions, Article I!! Term License, 2.7. "Hosting Services" means the services offered by Article IV Software as a Service (SaaS), and Article V Ecolane to establish the Hosted Environment on behalf of General Terms and Conditions. The terms and conditions in Customer, where such Hosted Environment hosts and Articles I, , and V apply during the entire term of this makes available the Licensed Software to Customer and its Agreement and to all Licensed Software and Services. Authorized Users of such Licensed Software as a service Article Ill applies, in addition to Articles I,, and to all over the internet.
Orders entered into by Customer and Ecolane which identify
2.8. "Intellectual Property Rights" means all patent
a Term License. Article IV applies, in addition to Articles I, ! rights, copyrights, trademark rights, service mark rights, and V, to all Orders entered into by Customer and Ecolane trade secret rights, and other similar proprietary rights of any which identify SaaS. The terms and conditions under either type, as they may exist anywhere in the world.
Article III or IV will be inapplicable unless Customer and Ecolane contract for a Term License or SaaS governed by them, respectively. It is acknowledged that licenses, or rights to access and use, for a Term and SaaS may operate other binding restriction of or by any federal, state, municipal, concurrently from time to time, as selected by Customer on local, territorial, other governmental department, regulatory authority, judicial, or administrative body (whether domestic, international, or foreign), as amended from time to ARTICLE II.
time.
DEFINITIONS
2.10. "Licensed Software" means the computer software
2. Definitions. In addition to the terms defined elsewhere products, mobile applications, and other technology which in this Agreement, the following terms shall have the Ecolane licenses to, or grants the right to access and use to, meanings set forth herein: Customer as set out in the applicable Order.
2.1. "Access Term" means the term for which Ecolane 2.11. . "Professional Services" means any consulting, has agreed to provide Customer with Hosting Services implementation, configuration or other professional services pursuant to the applicable Order. that are described in an Order. Support Services and any
2.2. "Authorized Users" means the Customer's hosting services are not Professional Services. employees, representatives and contractors who have 2.12. "Services" means the Professional Services and legitimate need to use the Licensed Software for Customer's Support Services. internal business purposes, and with respect to contractors,
2.13. "Support Services" means those support and
are bound by obligations of confidentiality with respect to the maintenance services set forth on Exhibit A.
Licensed Software substantially the same as those of
Customer under this Agreement. 2.14. "Updates" means all new releases, versions,
2.3. "Customer Data" means information, data and enhancements, updates, corrections, patches, bug-fixes, or other content, in any form or medium, that is inputted into the other modifications (regardless of how characterized) to the 10 Ecolane
Licensed Software. construction, maintenance or operation of any hazardous environments or systems, including power generation
ARTICLE III. system, aircraft navigation or communication systems, air
TERM LICENSE
traffic control systems or any other transport management systems, safety-critical applications, including medical or life-
3. Scope of License. systems, vehicle operation applications or any support
3.1. Grant. Subject to and conditioned on Customer's police, fire or other safety response systems; and military or compliance with the terms and conditions of this Agreement aerospace applications, weapons systems or environments; and each Order, Ecolane grants Customer a personal, non- (i) use the Licensed Software or Documentation in violation non-transferable, non-sublicensable, limited of any Law, regulation or rule; or (k) use the Licensed license for its Authorized Users to use the Licensed Software Software or Documentation for purposes of competitive on behalf of Customer solely during the subscription term set analysis of the Licensed Software, the development of a and for Customer's internal business competing software product or service or any other purpose purposes in accordance with the Documentation. Under the that is to Ecolane's commercial disadvantage. foregoing license, Customer may either (a) install and/or host ARTICLE IV. the Licensed Software on Ecolane's provided hardware, as SOFTWARE AS A SERVICE (SAAS) agreed by the Parties in an Order and in accordance with Sections 7 and 8 of this Agreement; (b) install and/or host the SaaS Services.
Licensed Software on Customer's, or its designated
contractor's, hardware in accordance with Section 3.2, the 4.1. Access. Subject to and conditioned on Customer's Documentation, and in the number of copies of the Licensed compliance with the terms and conditions of this Agreement Software permitted by the applicable Order (or other and each Order, Ecolane will provide Customer's Authorized licensing metric set forth therein, as applicable); or (c) any Users a personal, non-exclusive, and non-transferable right combination of the foregoing (a) and (b). to access and use the Licensed Software on behalf of Customer solely during the subscription term set out in the
3.2. Limitations. Customer shall not, and shall require its Order and for Customer's internal business purposes in Authorized Users not to, directly or indirectly: (a) use accordance with the Documentation. Ecolane shall host the (including make any copies of the Licensed Software or Licensed Software on Ecolane's hardware, during the Documentation beyond the scope of the license granted; (b) Access Term, as agreed by the Parties in the applicable provide any other person or entity, including any Order and in accordance with Sections 7 and 8 of this subcontractor, independent contractor, affiliate or service provider of Customer, with access to or use of the Licensed Software or Documentation; (c) modify, translate, adapt or 4.2. Acknowledgment. Customer acknowledges otherwise create derivative works or improvements, whether agrees that this Agreement and the rights provided pursuant patentable, of Software or to this Section 4 is a services agreement and Ecolane will not Documentation or any part thereof; (d) combine the Licensed be delivering copies of the Licensed Software to Customer Software or any part thereof with, or incorporate the Licensed or its Authorized Users as part of the SaaS Services.
Software or any part thereof in, any other programs other
4.3. Proprietary Rights. Customer acknowledges and
than as contemplated by the Documentation or the agrees that the Licensed Software and any necessary applicable Order; (e) reverse engineer, disassemble,
software used in connection with the services provided under decompile, decode or otherwise attempt to derive or gain this Agreement contain proprietary and confidential
access to the source code of the Licensed Software or any information that is protected by applicable intellectual part thereof; (f) remove, delete, alter or obscure any property and other laws. Customer further acknowledges any copyright, trademark, patent or other and agrees that the content or information presented to the intellectual property or proprietary rights notices provided on Customer through the services provided pursuant to this or with the Licensed Software or Documentation, including Agreement and Orders may be protected by copyrights,
any copy thereof; (g) copy the Licensed Software or
trademarks, service marks, patents or other proprietary Documentation, in whole or in part, other than as permitted rights and laws. Except where expressly provided otherwise by Section 3.1; (h) rent, lease, lend, sell, sublicense, assign, by Ecolane, nothing in this Agreement or Documentation
distribute, publish, transfer or otherwise make available the shall be construed to confer any license to any of Ecolane's Licensed Software, or any features or functionality of the intellectual property rights, including, but not limited to, the Licensed Software, to any third party for any reason, whether Licensed Software, whether by estoppel, implication, or or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, 4.4. Limitations. Customer shall not, and shall require its time-sharing, service bureau, software as a service, cloud or Authorized Users not to, directly or indirectly: (a) use other technology or service; (i) use the Licensed Software or (including make any copies of the Licensed Software or Documentation in, or in association with, the design, Documentation beyond the scope of the access and use 10 Ecolane
granted; (b) provide any other person or entity, including any means of equipment, networks and computing environments subcontractor, independent contractor, affiliate or service provided by Customer, directly or indirectly. Without limiting provider of Customer, with access to or use of the Licensed the generality of the foregoing, Customer is responsible and Software or Documentation; (c) modify, translate, adapt or liable for all actions and failures to take required actions with otherwise create derivative works or improvements, whether respect to the Licensed Software and Documentation by its or not patentable, of Authorized Users or by any other third party to whom Documentation or any part thereof; (d) combine the Licensed Customer or an Authorized User may provide access to or Software or any part thereof with, or incorporate the Licensed use of the Licensed Software and/or Documentation, Software or any part thereof in, any other programs other whether such access or use is permitted by or in violation of than as contemplated by the Documentation or the this Agreement. Customer is also responsible for purchasing applicable Order; (e) reverse engineer, disassemble, and licensing from applicable third parties the hardware and decompile, decode or otherwise attempt to derive or gain software required for operation of the Licensed Software and access to the source code of the Licensed Software or any for maintaining current license and support relationships with part thereof; (f) remove, delete, alter or obscure any such third parties as required to enable Customer's use of trademarks or any copyright, trademark, patent or other the Licensed Software. intellectual property or proprietary rights notices provided on 7. Hosting Services. or with the Licensed Software or Documentation, including any copy thereof; (g) copy the Licensed Software or 7.1. Overview. If set out in an Order, Ecolane will provide Documentation, in whole or in part; (h) rent, lease, lend, sell, certain Hosting Services as described herein. During the license, assign, distribute, publish, transfer or otherwise Access Term, Ecolane shall provide the Hosting Services to make available the Licensed Software, or any features or Customer in accordance with this Agreement and applicable functionality of the Licensed Software, to any third party for Order. As part of the Hosting Service, Ecolane is hosting the any reason, whether or not over a network or on a hosted Licensed Software in the Hosted Environment in order for basis, including in connection with the internet or any web Customer and Authorized Users to be able to access such hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software
7.2. Hosted Service Delivery. Ecolane may provide the
as a service, cloud or other technology or service; (i) use the Hosted Services from any facility and may from time to time Licensed Software or Documentation in, or in association with, the design, construction, maintenance or operation of transfer any or all of the Hosted Services being provided hereunder to any new facility(ies) or relocate the personnel, any hazardous environments or systems, including power
equipment and other resources used in providing those
generation system, aircraft navigation or communication Hosted Services. Ecolane may, in its sole discretion, make systems, air traffic control systems or any other transport any changes to any Hosted Service that it deems necessary management systems, safety-critical applications, including or useful to (i) maintain or enhance (a) the quality or delivery medical or life-support systems, operation
of Ecolane's products or services to its customers, (b) the applications or any police, fire or other safety response competitive strength of, or market for, Ecolane's products or systems; and military or aerospace applications, weapons services, (c) such Hosted Services' cost efficiency or
systems or environments; (j) use the Licensed Software or performance, or (i) to comply with applicable law.
Documentation in violation of any Law, regulation or rule; or (k) use the Licensed Software or Documentation for 7.3. Technical Environments. Except as set out purposes of competitive analysis of the Licensed Software, otherwise herein or in an Order, Ecolane will bear the development of a competing software product or service responsibility for the preparation, hosting, operation and or any other purpose that is to Ecolane's commercial maintenance of all facilities, hardware, software, and for disadvantage. installing and maintaining the Licensed Software (the "Hosted Environment") necessary to provide access to and ARTICLE V.
use of the Hosting Services.
GENERAL TERMS AND CONDITIONS
8. Use of Hosted Services.
5. Orders. Each time Customer wishes to license, or
8.1. Customer Responsibilities. Customer will: (a) be
access and use, Licensed Software from Ecolane or to have responsible for its and its Authorized User's compliance with Ecolane perform services, the parties will enter into an order this Agreement and for all their acts and omissions as if they specifying (a) the Licensed Software to be licensed by
were Customer's acts or omissions; (b) be responsible for Ecolane to Customer, (b) the Licensed Software to be
accessed and used by Customer, (c) the services to be the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data; (c) use provided, (d) the Fees, and/or (e) the term of such order commercially reasonable efforts to prevent unauthorized (each, an "Order"). These Standard Terms and Conditions are hereby incorporated into, and shall apply to, each Order. access to or use of the Hosted Services and notify Ecolane promptly of any unauthorized access or use of which
Customer Obligations. Customer is responsible and Customer becomes aware; (d) use Hosted Services only in liable for all uses of the Licensed Software obtained by accordance with this Agreement, any applicable Order, and / Ecolane
the Documentation; (e) comply with all Laws applicable to disrupting or otherwise impairing Ecolane's, or any other Customer's use of the Hosted Services; and (f) promptly and person's or entity's, network, computer system, or other fully cooperate with Ecolane and make the necessary equipment; (f) interfere with or disrupt the Hosted Services, personnel and resources available to Ecolane for Ecolane to networks or servers connected to Ecolane systems or violate deliver the Hosted Services, as reasonably requested by the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering any of the information submitted through the Hosted Services; (g)
8.2. Usage Restrictions. Customer will not: (a) use the attempt to gain unauthorized access to the Hosted Services, Hosted Services outside the licensing metrics set out in the other Ecolane customers' computer systems or networks applicable Order (e.g., per user limitations), if any; (b) make using the Hosted Services through any means; or (h) any Hosted Service available to, or use any Hosted Service interfere with another person's use of the Hosted Services. for the benefit of, anyone other than Customer; (c) lease, Ecolane has no obligation to monitor Customer's use of the license, sell, sublicense or otherwise transfer its access to or Hosted Services. However, Ecolane reserves the right (but use of the Hosted Services, or include any Hosted Service in has no obligation) at all times to monitor, review, retain and a service bureau or outsourcing offering; (d) use or permit disclose any information as necessary to satisty or cooperate use of any Hosted Service in contravention of Section 8.4 with any applicable Law, regulation, legal process or (Prohibited Uses); (e) interfere with or disrupt the integrity or performance of any Hosted Service; (f) attempt to gain governmental request. unauthorized access to any Hosted Service; (g) permit direct 8.5. Removal of Content. If Ecolane is required by any or indirect access to or use of any Hosted Service in a way third-party rights holder to remove any content that circumvents a usage limit; (h) copy a Hosted Service or information, or receives information that any content or any part, feature, function, or user interface thereof; (i) copy information provided to Customer may violate applicable law any Hosted Service except as permitted herein or in an Order or third-party rights, Ecolane may remove such content or or the Documentation; (i) frame or mirror any part of any information and/or notify Customer that it must discontinue Hosted Service; (k) access any Hosted Service in order to all use of such content or information, and to the extent not build a competitive product or service; or (I) reverse engineer prohibited by law, Customer will do so and promptly remove any Hosted Service (to the extent this restriction is permitted such content or information from its systems.
8.6. Customer Data. • As between Ecolane
8.3. Technical Requirements. Customer, Customer owns the Customer Data. Customer certain equipment, software, and Internet access to be able grants to Ecolane and its subcontractors a non-exclusive to access the Hosted Services. Acquiring, license to copy, reproduce, store, distribute, publish, export maintaining and operating equipment and Internet access is adapt, edit, translate, and otherwise use, disclose and solely Customer's responsibility. Customer is responsible for process Customer Data for any lawful purpose, including, but ensuring that such equipment is compatible with the Hosted not limited to, as reasonably necessary or useful to perform Services and complies with all configurations and and improve the Services and for the exercise of Ecolane's specifications provided by Ecolane, which may be amended rights under this Agreement and for scenarios, including, but from time to time. Ecolane neither represents nor warrants not limited to, data sharing to brokers and clearinghouses on that the Hosted Services will be accessible through all web behalf of the Customer. Customer warrants to Ecolane that browser releases or used with all operating systems. Customer has the right to grant the foregoing license and
8.4. Prohibited Uses. Customer will not and will not provide Customer Data to Ecolane in accordance with this Agreement. Ecolane may anonymize and de-identify
permit others in using the Hosted Services to: (a) defame, Customer Data so that it does not identify Customer or any abuse, harass, stalk, threaten any individual or infringe or individual, and cannot be used to identify Customer or any otherwise violate the legal rights (such as rights of privacy, individual, and use such data for lawful purposes, including publicity and intellectual property) of others or Ecolane; (b) for analytical and benchmarking purposes, distribute any harmful, inappropriate, profane, vulgar, development of new products and services, and to improve infringing, obscene, false, fraudulent, tortuous, indecent, Ecolane's products and services. unlawful, or otherwise objectionable material or information (including any unsolicited commercial communications); (c) 8.7. Security. Ecolane will maintain commercially engage in or encourage any conduct that could constitute a reasonable safeguards designed to protect the security, criminal offense or give rise to civil liability for Ecolane; (d) confidentiality, and integrity of Customer Data. Those misrepresent or in any other way falsely identify Customer's safeguards will include measures designed to prevent identity or affiliation, including through impersonation or access, use, modification, or disclosure of Customer Data altering any technical information in communications using except: (a) to provide the Hosted Services, prevent or the Hosted Services; (e) transmit or upload any material address service or technical problems, or as described through the Hosted Services that contains viruses, trojan herein; (b) as compelled by Law; or (c) as Customer horses, worms, time bombs, cancelbots, or any other expressly permits in writing. Customer shall protect and programs with the intent or effect of damaging, destroying,maintain the confidentiality of any logins, passwords or other 10 Ecolane
access credential supplied by Ecolane for use with the the Professional Services arising from the change; (c) the Hosted Services. Customer is liable for all authorized and likely effect of the change on the Professional Services; and unauthorized uses of such account credentials. (d) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the
9. Support Services.
written estimate, the parties shall negotiate in good faith the
9.1. General. All Support Services are included terms of such change (if and when mutually agreed in writing, purchases of Saas Servicesof the Licensed Software for a "Change Order"). Neither party shall be bound by any duration of such subscription term set out in the applicable Change Order unless mutually agreed upon in writing.
Order. Where Customer has not elected to purchase Saas
11. Economic Terms.
Servicesand instead purchases a Term License, the Support Services must be purchased separately for an additional fee 11.1. General. Customer shall pay the Fees set out in in an Order. the applicable Order in accordance therewith.
9.2. Limitations. Ecolane has no obligation to provide 11.2. Fees and Payment. Customer shall make all maintenance and support services, including Updates: (a) for payments in U.S. dollars. Unless otherwise expressly any but the most current or immediately preceding version or agreed to in an Order, payment shall be made within sixty release of the Licensed Software; (b) for any copy of
Licensed Software for which all previously issued Updates have not been installed; (c) for any software or other products once paid, non-refundable. Fees and expenses due from Customer has obtained from any third party; (d) for any Customer under this Agreement may not be withheld or Licensed Software that has been modified other than by offset by Customer against other amounts for any reason.
Ecolane, or that is being used with any hardware, software,
11.3. Rate Changes. The parties agree that all fees will configuration or operating system not specified in the
automatically increase on the expiration of the Initial Term Documentation; or (e) if Customer is in breach under this and each anniversary thereafter by the greater of (a) three Agreement.
percent (3%) or (b) one percent (1%) plus increases in the
10. Professional Services. Bureau of Labor Statistics Consumer Price Index, Subgroup "All Urban Consumers (CPI-U) All Items Less Food and
10.1. Professional Services. If specified in an
Energy" as published by the U.S. Department of Labor for All Order, Ecolane will provide Professional Services to
Urban Consumers for the most recently published 12 month Customer in accordance with the applicable Order. Unless period preceding the date on which the increase is otherwise expressly set forth in an Order, Ecolane will own calculated.
any deliverables, inventions, work product or other output of the Professional Services, including any improvements, 11.4. Late Fees. If any invoiced amount is not received enhancements, configurations, or other derivative works to by Ecolane by the due date, then, those amounts will accrue the Licensed Software. interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). Ecolane, at its option, Ecolane Personnel. Each party shall appoint
may suspend the Support Services or any other obligation an employee to serve as a primary contact with respect to arising hereunder, in whole or in part, if Ecolane does not any Professional Services. In the event that any of Ecolane's receive all amounts due and owing under this Agreement
personnel providing Professional Services do not perform to within thirty (30) days after delivery of notice to Customer of Customer's reasonable satisfaction, Customer shall
the failure to pay such overdue balances
promptly notify Ecolane in writing and Ecolane shall take appropriate actions to correct the issue, including and up to 11.5. Taxes. Customer shall be solely liable for any and removing such personnel and replacing him or her with a all taxes arising in connection with its purchases of licenses suitable replacement. Ecolane is responsible for all Ecolane or services hereunder other than any federal, state, local, or Personnel and for the payment of their compensation, other taxes based on or measured by Ecolane's net income including, if applicable, withholding of income taxes, and the or receipts. Fees under this Agreement are exclusive of payment and withholding of social security and other payroll federal, state, or local taxes, or other sales, use, value- taxes, unemployment insurance, workers' compensation added, excise, personal property, or other similar taxes. insurance payments, disability benefits, pensions, retirement
12. Warranties.
benefits, insurance, and other benefits.
12.1. Limited Warranty. Ecolane represents and
Change Orders. If either party wishes to
warrants to Customer that, during the term of the applicable change the scope or performance of the Professional
Order, the Licensed Software will operate substantially in Services, it shall submit details of the requested change to compliance with corresponding Documentation.
the other in writing. Ecolane shall, within a reasonable time Provided, however, Ecolane shall not be in breach of the after such request, provide a written estimate to Customer foregoing warranty or otherwise responsible for any material of: (a) the likely time required to implement the change; (b) defects in workmanship, design and material of the Licensed any necessary variations to the fees and other charges for Ecolane
Software ("Defects") arising as a result of any of the do not violate in any material respect the terms of any law, following: (a) if the Licensed Software is used other than in regulation, or court order to which Ecolane is subject, (b) this accordance with this Agreement or its Documentation; (b) if Agreement is the valid and binding obligation of such party, the Defect is caused by a modification, update, add-on, in accordance with its terms, and (c) such party is not subject integration, product, or service not provided by Ecolane; (c) to any pending or, to such party's knowledge, threatened any error or inaccuracy in data or information provided by litigation or governmental action which could interfere with Customer; or (d) any Customer unlicensed activities. such party's performance of its obligations hereunder.
Customer's exclusive remedy, and Ecolane's sole obligation, for the breach of the foregoing warranty shall be for Ecolane 12.6. Disclaimers to provide commercially reasonable efforts to promptly
correct, replace or provide a work around the Defect. WARRANTIES CONTAINED IN SECTION 12, THE Customer shall promptly notify Ecolane of any Defects in SUPPORT SERVICES AND SOFTWARE ARE PROVIDED writing specifying the nature of the Defect and when it arose, TO CUSTOMER "AS IS" AND WITH ALL FAULTS AND but in no event later than thirty (30) days after the occurrence DEFECTS WITHOUT WARRANTY OF ANY KIND, AND of a Defect. EXCEPT AS SET OUT IN SECTION 12, NEITHER
CUSTOMER NOR ECOLANE MAKES, AND EACH
12.2. Services Warranty. Ecolane warrants to Customer HEREBY DISCLAIM, ANY OTHER WARRANTIES TO THE that it will provide the Services in a professional and
OTHER PARTY, EXPRESS OR IMPLIED, INCLUDING,
workmanlike manner. Ecolane shall not be in breach of the
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
foregoing warranty unless Customer notifies Ecolane in
MERCHANTABILITY, TITLE, NONINFRINGEMENT,
writing of the non-conforming Services within thirty (30) days FITNESS FOR A PARTICULAR PURPOSE, AND of Ecolane's provision of such non-conforming Services
WARRANTIES THAT MAY ARISE OUT OF COURSE OF
Ecolane shall thereafter use commercially reasonable efforts
DEALING, COURSE OF PERFORMANCE, USAGE OR
to re-perform the non-conforming Services so that they are TRADE PRACTICE. ECOLANE PROVIDES
conforming to the foregoing warranty or provide Customer a
WARRANTY OR UNDERTAKING, AND MAKES NO
pro-rated refund for any non-conforming Services. This
REPRESENTATION OF ANY KIND THAT THE LICENSED
Section sets out Ecolane's entire obligation and Customer's exclusive remedy in respect of any breach of the warranty SOFTWARE, TECHNOLOGY, OR THE SERVICES WILL
MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY
set out in this Section.
INTENDED RESULTS, BE COMPATIBLE OR WORK WITH
12.3. Hardware Warranty. Ecolane will pass through ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR and assign to Customer the manufacturer's warranty (if any) SUPPORT SERVICES, OPERATE WITHOUT for any hardware purchased from Ecolane if such INTERRUPTION, MEET ANY PERFORMANCE OR manufacturer permits Ecolane to pass through and assign RELIABILITY STANDARDS OR BE ERROR FREE OR such warranty to Customer. Ecolane agrees to use THAT ANY ERRORS OR DEFECTS CAN OR WILL BE commercially reasonable efforts to facilitate any hardware CORRECTED. related warranty claim by Customer, but Customer
12.6.2 Customer acknowledges and agrees that (i)
acknowledges that it has no right to make a warranty claim it is solely responsible for providing and ensuring the proper directly against Ecolane for any hardware supplied by
training of its drivers, owners or operators in the operation of Ecolane.
the motor vehicle or motor vehicles (le. any automotive
12.4. Customer Warranties. Customer represents and machinery utilized for the transport of persons or goods), (i) warrants that (a) Customer will use, and will ensure that all Ecolane shall not be liable to Customer or any other entity or users use, each Hosted Service in full compliance with this individual for any claim or action including costs arising out Agreement, Ecolane's end-user terms of use and all of the use or misuse of any motor vehicle operated by or on applicable laws and regulations; (b) Customer owns or has a behalf of the Customer or any such entity or individual in license to use and has obtained all consents and approvals connection with this Agreement, including any personal necessary for the provision and use of all of the Customer injury or property damage claim or action, and (iii) Customer Data that is placed on, transmitted via or recorded by any shall include this paragraph, or the substance thereof, in any Hosted Service; and (c) the provision and use of Customer agreements between Customer and any third party involving Data as contemplated by this Agreement and any Hosted the Hosted Services or other Ecolane property.
Service do not and shall not violate any of Customer's
13. Confidentiality.
privacy policy, terms-of-use or other agreement to which Customer is a party or any law or regulation to which Obligations. Each party (in such capacity Customer is subject to. the "Receiving Party") shall hold the Confidential Information (as defined below) of the other party (in such capacity the
12.5. Mutual Warranties. Each party represents and
"Disclosing Party") in strict confidence. The Receiving Party warrants to the other party: (a) such party's execution, shall have the right to use the Confidential Information for the delivery and performance of this Agreement have been
purpose of fulfilling its commitments and obligations to the authorized by all necessary corporate or company action and • Ecolane
Disclosing Party and as permitted by this Agreement. Except the Disclosing Party to the limited extent such Confidential as permitted in the foregoing sentence or by prior written Information is required to be disclosed by the Receiving consent of the Disclosing Party, the Receiving Party shall not Party by Law or pursuant to an order of any court or use, disclose or distribute to any person, firm or entity any administrative body; provided that, with regard to each such Confidential Information and shall not permit any person, firm disclosure, the Receiving Party shall provide the Disclosing or entity to use, disclose or distribute any Confidential Party with prompt notice of such request or order, including Information; provided that the Receiving Party may disclose copies of subpoenas or orders requesting such Confidential or distribute such Confidential Information to the following: (i) Information, shall cooperate reasonably with the Disclosing its officers, employees and directors who have a business Party in resisting the disclosure of such Confidential need to know such Confidential Information; and (ii) its Information via a protective order or other appropriate legal attorneys, accountants, consultants, agents, independent action, and shall not make disclosure pursuant thereto until contractors or professional advisors (the "Receiving Party the Disclosing Party has had a reasonable opportunity to Agents') who a business need to know such resist such disclosure, unless the Receiving Party is ordered Confidential Information and are subject to fiduciary, The parties acknowledge that the City of written obligations of confidentiality Riverside is a government entity and subject to the California substantially similar to, and no less restrictive than, the Public Records Act. obligations set forth herein. The Receiving Party shall be 13.4. Ownership. All Confidential Information shall be responsible for ensuring that the Receiving Party Agents and remain the sole and exclusive property of the Disclosing comply with the terms of this Agreement and shall remain Party or its employees, suppliers, or customers, as the case ultimately responsible for the use, disclosure or distribution may be. Except as otherwise set forth in this Agreement, of Confidential Information by the Receiving Party Agents. neither Ecolane nor Customer acquires any Intellectual
Any failure by the Receiving Party Agents to comply with the Property Rights in the Confidential Information, including any terms hereof shall constitute a material breach of this rights to create Derivative Works of any Confidential
Agreement by the Receiving Party. Except in connection with Information, under this Agreement, except the rights to use the purposes identified above, the Receiving Party shall not Confidential Information as permitted by this
copy or otherwise reproduce, or permit to be copied Agreement. otherwise reproduced, all or any part of Confidential
Information without the prior written consent of the Disclosing 13.5. Unauthorized Disclosure. The Receiving Party shall (a) promptly notify the Disclosing Party if the Receiving Party discovers or is notified of an unauthorized disclosure
13.2. Confidential Information. "Confidential
Information" means (a) the Licensed Software and non- or release of, or access to, the Disclosing Party's Confidential Information "Unauthorized
public Documentation, (b) subject and terms of any and all potential or binding business transactions between the Disclosure") to or by any person obtaining or reasonably believed to have obtained such Confidential Information, or parties, and (c) all oral or written information, of whatever access to such Confidential Information, from or through the kind and in whatever form, and whether or not marked as "confidential," of the Disclosing Party, its employees, Receiving Party, (b) reasonably assist the Disclosing Party in any action taken against the person(s) responsible for suppliers, or customers, including the identities thereof, that such Unauthorized Disclosure, and (c) take immediate
may be obtained from any source as a result of or in
corrective action to cease the existing Unauthorized
connection with this Agreement, as well as all such other Disclosure and prevent any other or future Unauthorized information designated by the Disclosing Party as
Disclosures.
confidential including past, present or future business and information, 13.6. Return of Confidential Information. Upon written information, products, services, research and development, request by the Disclosing Party at any time, the Receiving processes, techniques, designs, financial planning practices, Party shall: (a) turn over to the Disclosing Party all client information (including clients' identities and any client- Confidential Information, all documents or media containing related data or information), and marketing plans. the Confidential Information, and any and all copies or
13.3. Exceptions. Confidential Information shall not extracts thereof, or (b) destroy the Confidential Information, include any information which the Receiving Party can and any and all copies or extracts thereof, and provide the Disclosing Party with written certification of such destruction demonstrate (a) is in the public domain through no fault or signed by an authorized representative of the Receiving breach of confidentiality by such Receiving Party, (b) was known by the Receiving Party prior to its disclosure by the Party.
Disclosing Party and was not obtained in such circumstances 13.7. Additional Remedies. The Receiving subject to a requirement of confidentiality, or (c) was acknowledges and agrees that due to the unique nature of developed independently of, and without the use of or access the Confidential Information, there may be no adequate to, any Confidential Information exchanged pursuant to this remedy at Law for a breach by the Receiving Party of its Agreement. Despite the obligations of Section 13.1, the obligations under Section 13 and that such breach may result Receiving Party may disclose the Confidential Information of in irreparable harm to the Disclosing Party. Therefore, upon 10 Ecolane
any such breach or any threat thereof, the Disclosing Party right or misappropriates any trade secret of that third party shall be entitled to seek appropriate equitable relief in (each, a "Claim"), and will indemnify, hold harmless and addition to whatever remedies it may have at Law. defend Customer from any and all claims, liabilities, awards and costs arising from or relating to any negligent act or
13.8. Injunctive Relief. Customer acknowledges that
omission or willful misconduct by Ecolane or its employees the unauthorized use, transfer, or disclosure of the Licensed or agents, and will pay all settlements agreed to by Ecolane Software and Documentation or copies thereof will (1)
and damages awarded against Customer by a court of
substantially diminish the value to Ecolane of the trade competent jurisdiction as a result of a Claim; provided secrets and other proprietary interests that are the subject of this Agreement; (2) render Ecolane's remedy at law for such however, Ecolane will have no obligations under this Section 15 with respect to claims to the extent arising out of: (a) any unauthorized use, disclosure, or transfer inadequate; and (3) instruction, information, designs, specifications or other cause irreparable injury in a short period of time. If Customer materials provided by Customer; (b) use of the Licensed breaches any of its obligations with respect to the use or Software in combination with any materials, software, or confidentiality of the Licensed Software or Documentation, equipment not supplied to Customer by Ecolane; (c) any
Ecolane shall be entitled to equitable relief to protect its modifications or changes made to the Licensed Software by interests therein, including, but not limited to, preliminary and or on behalf of any person or entity other than Ecolane; (d) permanent injunctive relief. the use of any version of the Licensed Software other than
13.9. Collection and Use of Information. the most current release made available by Ecolane; or (e) Customer's breach of this Agreement.
13.9.1 Customer acknowledges that Ecolane may,
directly or indirectly through the services of third parties, 15.2. Additional Remedy. If the Licensed Software, or collect and store anonymized information regarding use of any part thereof, becomes, or in the opinion of Ecolane may the Licensed Software and about equipment on which the become, the subject of a claim of infringement or Licensed Software is installed or through which it otherwise misappropriation, Ecolane may, at its option: (a) obtain a is accessed and used, through the provision of maintenance license for Customer's continued use of that Licensed and support services. Software in accordance with this Agreement; (b) replace or modify the Licensed Software so that it is no longer claimed Customer agrees that Ecolane may to infringe or misappropriate; or (c) terminate this Agreement such information for any purpose related to any use of the and/or any Order, and upon return of the Licensed Software Licensed Software by Customer (whether on Customer's and all copies thereof, refund to Customer an amount equipment or hosted by Ecolane), including but not limited calculated as follows: (i) for term licenses or SaaS Servicesto to: (a) improving the performance of the Licensed Software the Licensed Software, a pro-rated refund of prepaid or developing Updates, or the hosting thereof; and b)
amounts covering the unused remaining portion of the
verifying Customer's compliance with the terms of this
subscription term set out in the applicable Order, or (ii) for Agreement and enforcing Ecolane's rights, including perpetual licenses to the Licensed Software, a pro-rated Intellectual Property Rights in and to the Licensed Software. refund based on a three year useful life of the Licensed
14. Proprietary Rights. Except as explicitly provided Software. herein, Customer is not granted any rights or licenses in or
15.3. Conditions. As a condition to Ecolane's
to the Licensed Software, the Documentation, and
obligations under this Section 15, Customer shall (a)
Confidential Information of Ecolane, or any copyright, patent, promptly give written notice of the Claim to Ecolane; (b) give trade secret or other proprietary or Intellectual Property Ecolane the right to control the defense of such claim at Rights of Ecolane, and all such rights are and shall remain Ecolane's expense (provided, however, that Ecolane shall the exclusive property of Ecolane. Subject to the licenses or not agree to any settlement that requires Customer to pay rights granted by Ecolane to Customer under this
damages or admit liability without Customer's prior written Agreement, Ecolane shall retain all legal and equitable right, consent); (c) subject to foregoing (b), be permitted at its own title, and interest in and to the Licensed Software and expense to participate in any litigation, negotiations, and/or Documentation. The licenses granted herein are personal to settlements related to a Claim with the counsel of its own Customer. No rights are granted by implication, estoppel or choosing at its own expense; and (d) provide Ecolane all otherwise. Only the rights expressly set out herein are information and commercially reasonable
granted. All other rights are reserved.
assistance requested by Ecolane in connection with the
15. Indemnification. defense or settling of such Claim.
15.1. Obligation to Defend and Indemnify. Ecolane will 15.4. Sole Remedy. THIS SECTION 15 SETS OUT defend Customer and its officers, directors, employees, and ECOLANE'S SOLE OBLIGATION AND CUSTOMER'S contractors against any claim, suit, action or proceeding EXCLUSIVE REMEDY IN RESPECT OF ANY brought by a third party alleging that Customer's receipt or INTELLECTUAL PROPERTY CLAIMS AGAINST use of the Licensed Software in accordance with this ECOLANE.
Agreement infringes any United States intellectual property
15.5. Customer's Duty. Customer will defend, indemnify
10 Ecolane
and hold harmless Ecolane and its officers, directors, such inspections shall take place during Customer's regular employees, agents, affiliates, successors and permitted business hours, and (b) Ecolane shall use commercially assigns against any claim, suit, action or proceeding brought reasonable efforts to ensure that any such inspection does by a third party: (a) alleging that any information or materials not disrupt Customer's business operations. If Ecolane by Customer (including Customer Data), or reasonably determines that Customer is using the Licensed Ecolane's receipt or use thereof, violates the rights of any Software in a manner inconsistent with the provisions of this third party, including infringes any intellectual property or Agreement, in addition to all other rights or remedies Ecolane privacy rights; (b) arising from Customer's breach of Section may have, Customer shall pay to Ecolane on demand the
8.7; or (c) arising from Customer's failure to comply with costs of the audit, if any, and the Fees applicable to such applicable law (each of (a) - (c), a "Claim Against Ecolane") inconsistent use. and will pay all settlements entered into and damages
Term; Termination. This Agreement commences on
awarded against Ecolane as a result of a Claim Against the Effective Date and shall continue until terminated in Ecolane.
accordance with its terms. This Agreement shall be effective
16. Limitations of Liability. as of the Effective Date and shall apply with respect to any Order entered into between the parties. The term of each
16.1. Exclusion of Certain Damages. NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR ANY Order shall be set forth in the applicable Order, and the term of each Order will automatically renew for subsequent terms SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, of the same length unless written notification of non-renewal EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, is received by the other party at least thirty (30) days prior to WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, the end of the term. Either Customer or Ecolane may LOST DATA, OR LOSS OF GOOD WILL) ARISING UNDER terminate this Agreement or any Order, effective upon written OR IN CONNECTION WITH A BREACH OR ALLEGED notice to the other party, if such other party, breaches this BREACH OF THIS AGREEMENT, EVEN IF SUCH OTHER Agreement and such breach: (i) is incapable of cure; or (i)
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAME OR SUCH DAMAGES WERE being capable of cure, remains uncured thirty (30) days after the non-breaching party provides written notice thereof.
OTHERWISE FORESEEABLE of this Agreement by Ecolane for
Upon termination
16.2. Damages Cap. IN NO EVENT WILL ECOLANE'S Customer's breach, each Order shall automatically AND ITS AFFILIATES' COLLECTIVE AGGREGATE terminate. Upon the expiration or termination of any Order, LIABILITY UNDER, ARISING OUT OF, OR IN the licenses or rights granted there under and the Support CONNECTION WITH THIS AGREEMENT OR ITS Services shall also terminate, and Customer shall cease SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE using and destroy all copies of the Licensed Software and THEORY, INCLUDING BREACH OF CONTRACT, TORT Documentation in its possession or control. No expiration or (INCLUDING NEGLIGENCE), STRICT LIABILITY AND termination shall affect Customer's obligation to pay all Fees OTHERWISE, EXCEPT CLAIMS FOR PERSONAL INJURY that may have become due before such expiration or OR PROPERTY DAMAGE, EXCEED THE TOTAL AMOUNT I termination, rente customer to any retund. expration or
PAID TO ECOLANE PURSUANT TO THE APPLICABLE
Customer Data. Upon termination or
ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE-
expiration of this Agreement for any reason, other than
MONTH PERIOD IMMEDIATELY PRECEDING THE
Customer's breach, Customer may request that Ecolane
OCCURRENCE GIVING RISE TO THE LIABILITY.
export and provide to Customer available Customer Data
16.3. Integral Part of Arrangement. Section 15 and this Subject to Customer paying Ecolane for all service fees Section 16 allocate the risks under this Agreement between applicable to such work, Ecolane agrees to provide such Customer and Ecolane and are viewed by the parties as an services at its then current rates. Notwithstanding the integral part of the business arrangement between them. foregoing, after thirty (30) days from termination, Ecolane The pricing and other terms and conditions of this Agreement may delete and destroy all Customer Data without notice or reflect this allocation of risk and the limitations specified liability to Customer. herein.
19. Miscellaneous.
17. Inspections and Audits. Customer shall maintain 19.1. Delay in Performance. If Ecolane's performance of accurate and complete books and records in accordance
its obligations under this Agreement is prevented or delayed with generally accepted accounting principles of
by any act or omission of Customer or its agents,
transactions occurring hereunder and its use of the Licensed subcontractors, consultants or employees, Ecolane shall not Software. Customer will, upon at least 30 days' prior written be deemed in breach of its obligations under this Agreement notice, grant Ecolane reasonable access, on Customer's
or otherwise liable for any costs, charges or losses sustained premises, to inspect such records and Customer's computer or incurred by Customer, in each case, to the extent arising processing environments) in which the Licensed Software is directly or indirectly from such prevention or delay, and installed or otherwise used to verify Customer's compliance with the provisions of this Agreement; provided that: (a) all 10 Ecolane
Customer shall remain liable for Fees set out in an Order. email, the notice shall be deemed received two days after being sent. If sent by mail, the notice shall be deemed
19.2. Entire Agreement. This Agreement, including each
received three business days after being deposited with the Order and mobile application terms of use, sets out the entire United States Postal Service by certified mail, return receipt understanding between the parties with respect to the
requested, addressed appropriately to the intended recipient. subject matter hereof and supersedes all prior and
Each party may change its address for notification purposes contemporaneous representations, discussions,
by giving the other party written notice of the new address negotiations, letters, proposals, agreements,
understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. In the 19.7. No Third-Party Beneficiaries. Except as expressly event of any conflict between the Standard Terms and set forth herein, nothing in this Agreement shall confer any Conditions and any Order, the Standard Terms and rights upon any person or entity other than the parties hereto Conditions shall control. and their respective successors and permitted assigns.
19.3. Assignment. Customer shall not assign or 19.8. Amendments. No amendment, modification, or otherwise transfer any of its rights, or delegate or otherwise supplement of any provision of this Agreement will be valid transfer any of its obligations or performance, under this or effective unless made in writing and signed by a duly Agreement, in each case whether voluntarily, involuntarily, authorized representative of each party by hand in ink. by operation of law or otherwise, without Ecolane's prior This Agreement shall be
19.9. Governing Law.
written consent, which consent Ecolane may give or withhold governed by and construed in accordance with the Laws of in its sole discretion. Any merger, consolidation or the State of California, without regard to its provisions reorganization involving Customer (regardless of whether governing conflicts of Law. Ecolane and Customer hereby Customer is a surviving or disappearing entity) will be consent to the exclusive jurisdiction of state courts of the deemed to be a transfer of rights, obligations or performance State of California in connection with any Dispute based on, under this Agreement for which Ecolane's prior written
arising out of, or in connection with this Agreement or any consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance Order, to the extent that any such Dispute is for any reason not resolved pursuant to Section 20.
under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. Ecolane may Independent Contractors. In making and not assign or otherwise transfer all or any of its rights, or performing under this Agreement, the parties are acting and delegate or otherwise transfer all or any of its obligations or will act as independent contractors. Neither party is, nor will performance, under this Agreement without Customer's prior be deemed to be, an agent, legal representative, joint written consent, which consent Customer may give or venturer, or partner of the other party for any purpose withhold in its sole discretion. This Agreement is binding Neither party shall have any authority to act for or to bind the upon and inures to the benefit of the parties hereto and their other party in any respect. respective permitted successors and assigns.
Interpretation. Unless the context of this
19.4. Force Majeure. Neither party will be liable for Agreement clearly requires otherwise, (a) references to the delay or failure in performing any of its obligations (other than plural include the singular, the singular the plural, the part the payment obligations) hereunder due to causes beyond its whole, (b) references to any gender include all genders, (c) reasonable control, including act or omissions of the other "including" has the inclusive meaning frequently identified party or its contractors or vendors or any act of nature, war, with the phrase "but not limited to" and (d) references to natural disaster, governmental regulations, terrorism, "hereunder" or "herein" relate to this Agreement. The section communication or utility failures or casualties or the failures headings in this Agreement are for reference and or acts of third parties. convenience only and shall not be considered in the
19.5. Survival. This Section and Sections 3.2, 4.4, 8.6, interpretation of this Agreement. 11, 12.3, 12.4, 13, 14, 15, 16, 17, 18, 19 and 20 of these Parties Advised by Counsel. This Standard Terms and Conditions, as well as any other Agreement has been negotiated between unrelated parties provisions necessary to interpret the respective rights and who are sophisticated and knowledgeable in the matters obligations of the parties hereunder, shall survive the contained in this Agreement and who have acted in their own expiration or termination of this Agreement or any Order. the opportunity to be, represented by legal counsel. The
19.6. Notices. Any notice, consent,
provisions of this Agreement shall be interpreted in a
communication permitted or required under this Agreement reasonable manner to effect the purposes of the parties, and shall be in writing and may be delivered in person, by mail, this Agreement shall not be interpreted or construed against by nationally recognized courier service or by email to the any party to this Agreement because that party, or any
address or email stated on the signature page of this
attorney or representative for that party, drafted this Agreement. If hand delivered or delivered by courier service, the notice shall be deemed received upon delivery. If by / Ecolane
Agreement or participated in the drafting of this Agreement. by Ecolane that arise from or are related to any breach of this Section.
19.13. Remedies Cumulative. Except as expressly
set out in this Agreement otherwise, no right or remedy 19.17. Waivers. A waiver by either party of a breach herein conferred upon or reserved to either party is intended or violation of any provision of this Agreement shall not to be exclusive of any other right or remedy unless otherwise constitute or be construed as a waiver of any subsequent specified herein, and each and every right and remedy shall breach or violation of that provision, or as a waiver of any be cumulative and in addition to any other right or remedy breach or violation of any other provision of this Agreement. under this Agreement, or under applicable Law, unless
19.18. Counterparts. This Agreement and any
otherwise specified herein, whether now or hereafter Order hereunder may be executed in two or more existing.
counterparts, each of which shall be deemed an original and
19.14. Severability. Any provision of this all of which together shall constitute one and the same Agreement determined to be invalid or unenforceable by a instrument. This Agreement shall become binding when any competent tribunal shall be ineffective to the extent of such two or more counterparts thereof, individually or taken invalidity or unenforceability, without rendering invalid or together, bear the signatures of both parties hereto. unenforceable the remaining provisions of this Agreement.
20. Dispute Resolution
US Government Rights. The Licensed
Mediation. Except as set forth below, all
Software is commercial computer software, as such term is disputes, claims, or controversy of any nature arising out of defined in 48 C.F.R. §2.101. Accordingly, if the Customer is or in any manner relating to this Agreement (including, the US Government or any contractor therefor, Customer
shall receive only those rights with respect to the Licensed without limitation, disputes initiated by or relating to either Party's affiliates, or any of their respective officers, directors, Software and Documentation as are granted to all other end partners, members, employees or agents) or any Order, and users under license, in accordance with (a) 48 C.F.R
any disputes concerning the validity, enforceability or §227.7201 through 48 C.F.R. §227.7204, with respect to the applicability of this Agreement or any Order to any particular Department of Defense and their contractors, or (b) 48
dispute or claim ("Disputes"), will be submitted exclusively C.F.R. §12.212, with respect to all other US Government first to good faith negotiations between the Parties' licensees and their contractors.
respective senior executives for a period of thirty (30) days.
Export Regulation. The Licensed Software In the event a Dispute has not been resolved, after good faith and Documentation may be subject to US export control negotiations, the dispute shall be submitted to mandatory laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or Enforcement. Either Party may seek and
indirectly, export, re-export or release the Licensed Software obtain from a court any injunctive or equitable relief
or Documentation to, or make the Licensed Software or
Documentation accessible from, any jurisdiction or country to necessary to maintain (and/or to restore) the status quo or to prevent the possibility of irreversible or irreparable harm which export, re-export or release is prohibited by law, rule or regulation. Customer shall not install the Licensed pending final resolution of mediation.
Software outside of the United States and at all times shall Confidential Information comply with all applicable federal laws, regulations and rules, Resolution. The resolution of disputes between the Parties and complete all required undertakings (including obtaining likely would involve Confidential Information. It is therefore any necessary export license or other governmental necessary to resolve such disputes in a non-public forum approval), prior to exporting, re-exporting, releasing or and/or with the greatest possible confidentiality if in a public otherwise making the Licensed Software or Documentation forum. Accordingly, the Parties agree that all information available outside the US. Customer shall indemnify and hold regarding any mediation proceedings, including any Ecolane harmless for any claims, losses, damages, or settlement or arbitration award, will constitute Confidential expenses, including attorney and other legal fees, incurred Information.
Annual License Adjustment Customer has the ability to decrease their license account if their business needs dictate it. They would be able to do so each year 2 - 5 on their annual anniversary date. Ecolane would adjust ABCAP's annual cost based on the new license count.
10 Ecolane
EXHIBIT A
SUPPORT SERVICES/SERVICE LEVEL AGREEMENT
This Exhibit A (the "Service Level Agreement) is made part of and incorporated in the attached Master Agreement.
Overview
Ecolane's Support Services are set forth in this Service Level Agreement. During the term of this Agreement, Ecolane will provide the following support services if the Services do not operate substantially in accordance with the Documentation.
Support will be handled via phone, email, and the internet when Ecolane support personnel are not at the customer site The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by Ecolane support representatives.
Assignment of Service Request Severity
When a customer has opened a service request and reaches customer support, the Ecolane associate will assess the severity of the request based on the customer's description of the issue. The severity of the service request will be recorded at support.ecolane.com.
Table 1 below describes the definitions used in identifying and assigning a severity to the customer's reported issue.
Severity Criteria
Customer's production system is down
Critical • Ecolane product is unusable resulting in total disruption of work or other critical business impact.
No workaround is available
• Major feature/function failure
High • Operations are severely restricted
• A workaround is available
• Minor feature/function failure
Medium • Product does not operate as designed, minor impact on usage, acceptable workaround deployed
Low • Minor issue
• Documentation, general information, enhancement request, etc.
Response and Resolution Targets
Ecolane Customer Support response and resolution targets are described below:
Response: When Ecolane Customer Support receives a support request, a support engineer will provide feedback to the customer that the request has been logged and assigned to the appropriate resource. The exact response (described below) will vary depending on the support method used by the customer, and the response time will commence as soon as the support request is received and Ecolane has a clear understanding, the ability to reproduce or identify from the system log the issue at hand (support request)
Web: Ecolane will assign a status and severity, and update the service request to let the customer know the request has been received. A Service Request ID # will be assigned immediately when the support request is submitted from the Web.
E-Mail: An automated e-mail reply will be sent immediately after receiving the e-mail request. Ecolane will reply to the e- mail with a Service Request ID # and a time frame when to expect a response or contain a request for additional information.
Phone: Ecolane will answer the call or respond to a call that has gone to voice mail, document product specific information in the service request, provide the customer with a Service Request ID # and begin support activities. Including a roll back to an earlier version if possible and it is likely to solve the issue. Ecolane staff will be available for contact on a twenty-four hour per day, seven day per week basis
Resolution: An answer, fix or a satisfactory workaround to the support request Solution: The long-term resolution to the support request, issue or question.
Severity Target Target Solution (1 or more of the following) Response Resolution
Ecolane
Critical 1 Business Within 4 hours • Satisfactory workaround is provided Hours from actual
response • Product patch is provided
• Fix incorporated into future release
• Fix or workaround incorporated into Solution Library
High 8 Business Within 36 hours • Satisfactory workaround is provided Hours from actual
response • Product patch is provided
• Fix incorporated into future release
• Fix or workaround incorporated into Solution Library
Medium 24 Business Within 15 • Answer to question is provided Hours Business Days
• Satisfactory workaround is provided
Fix or workaround incorporated into Solution Library
• Fix incorporated into future release
Low 72 Business Within 30 • Answer to question is provided through FAQ, Knowledge Base, Hours Business Days or through trained customer subject matter experts (SME) • Fix or workaround incorporated into Solution Library
Assignment of Service Request Status
When a customer contacts Ecolane Customer Support and requests help to resolve a question or an issue, a service request is opened. The following table describes the possible status that may be assigned to a service request.
Status Criteria
A service request has just been submitted. It may be assigned to an individual or a queue.
Open Ecolane has not responded yet to customer.
Responded Ecolane has responded to the customer regarding the receipt of the service request and is actively pursuing a resolution.
Ecolane is not actively working on the resolution of the service request. Generally, this is due On Hold to information pending from the submitter of the service request. However, service requests may be put on hold for other reasons as well.
More Info Ecolane is waiting for more information to be able to clearly understand, have the ability to Required reproduce or identify from the system log the issue at hand.
Ecolane
Closed status reflect that:
• The customer and the Ecolane agree that a satisfactory resolution has been provided or
• The customer understands that there is not a solution to the issue at hand, and the issue is not a result of a product defect, or
Closed
Ecolane has made multiple attempts to contact the customer that opened the log and the customer has not responded.
Electronic service requests (Web, e-mail) may be closed when Ecolane Professional Services has provided an electronic reply with a high degree of confidence that the reply will resolve the issue or answer the question.
Networking, hardware and installed software at the site are the sole responsibility of the customer and are not covered in Support Services. Customer misuse or unauthorized use of Licensed Software is not covered in Support Services. 10 Ecolane
To Ecolane Quote
Ecolane
Quote # 187
940 West Valley Road
Wayne, PA 19087 Date 2024/05/14
United States
Expires 2024/07/31
T: 844-326-5263
Contact Tommy Jack
Prepared for City of Riverside
Information and Technology Administration
3900 Main St
Riverside, CA 92501
United States
T: 951-826-5446
E: [email protected]
EVOLUTION - 3-5 yr Saas
Year 1 Fees
Item Qty Price Total
EVOLUTION and MDT Software Licenses - 3-5 yr Saas 36 $2,198.00 $79,128.00 Core Ecolane Software, Includes licenses for core system, driver MDTs, and map data for 5 $59,346.00* contiguous counties. Priced per vehicle with unlimited users 25% Item Discount ($19,782.00)
Onsite Training $1,100.00 $18,700.00*
Training, and Go-live days. 8-hour work days
Travel 5 $2,970.00 $14,850.00₺
For On-site services. Per trip
Remote setup and installation 3 $1,100.00 $3,300.00*
Includes implementation project management, remote server setup, and remote training. 8-hour work days
Year 1 Subtotal $115,978.00
Discount ($19,782.00)
10 Ecolane
Ongoing Fees
Item Qty Price Total
EVOLUTION and MDT Software Contract Annual Maintenance - 3 yr Saas 36 $2,198.00 $79,128.00 25% Item Discount ($19,782.00) $59,346.00
* Recurring fees billed Ongoing with O upfront payments).
Ongoing Subtotal $79,128.00
Discount ($19,782.00)
10 Ecolane
To Ecolane Quote
Value Add Modules
Year 1 Fees
Item Qty Price Total
MOBILITY - 3yr Saas 1 $18,395.00 $18,395.00
Let your customers book and manage their own trips through a feature-rich iPhone or $13,796.25 Android Ecolane-branded mobile app. (should the wording "includes Self-Service Trip Booking Website" be added to descriptions) 3rd party charges will apply to credit card fares 25% Item Discount ($4,598.75)
Self Service Trip Bookings Website included with Mobility 1 $0.00 $0.00+ Included with Mobility
Branded MOBILITY upgrade - 3yr SaaS 1 $10,985.00 $10,985.00 Add your agency colors and branding to your existing Ecolane MOBILITY App Requires $8,238.75t purchase of standard MOBILITY app
25% Item Discount ($2,746.25)
INSPECT - 3yr SaaS 36 $255.50 $9,198.00
Pre/Post Trip Inspection functionality on MDTs. Do away with paper, and let your drivers do $6,898.50 their vehicle inspections on their Ecolane tablet. Requires Ecolane software 25% Item Discount ($2,299.50)
INSPECT Setup 1 $1,380.00 $1,380.00t
Pre/Post Trip Inspection functionality on MDTs.
Subtotal includes $300 site setup fee Priced per vehicle. If 10 vehicles or fewer, setup is waived and $2,500 annual site subscription minimum applies EcoVision 5 - Camera System Yr 1 36 $2,280.00 $82,080.00+ Live in-vehicle camera solution with event-based video to help you prevent fraudulent claims and poor driving behavior. Includes cameras, installation, training, and data monitoring platform. Surveillance footage on a cloud base server with a retention period of 1 year.
Annual Lease
Year 1 Subtotal $122,038.00
Discount ($9,644.50)
Ongoing Fees
Item Qty Price Total
MOBILITY Contract Annual Maintenance - 3yr Saas 1 $18,395.00 $18,395.00 25% Item Discount ($4,598.75) $13,796.25+
10 Ecolane
To Ecolane Quote
Item Qty Price Total
Branded MOBILITY upgrade Contract Annual Maintenance - 3yr Saas 1 $10,985.00 $10,985.00 $8,238.75t
25% Item Discount ($2,746.25)
INSPECT Contract Annual Maintenance - 3yr SaaS 36 $255.50 $9,198.00 25% Item Discount ($2,299.50) $6,898.50+
EcoVision 5 - Camera System 36 $2,280.00 $82,080.00
* Recurring fees billed ongoing with 0 upfront payments).
Ongoing Subtotal $120,658.00
Discount ($9,644.50)
Ongoing Subtotal $0.00
Summary
* Non-taxable item $238,016.00
Year 1 Subtotal
Please contact us if you have any questions. Discount ($29,426.50) Total for Year 1 $208,589.50 USD
Ongoing Subtotal $199,786.00
Discount ($29,426.50)
Total After Year 1 $170,359.50 USD
10 Ecolane
10 Ecolane Quote
Cost Breakdown
Category Year 1 Fees Ongoing Fees
Value Added Items $39,958.00 $38,578.00
EcoVision Lease $82,080.00 $82,080.00
Non-Recurring Items - -
Recurring Items - -
Core Licenses $79,128.00 $79,128.00
Professional Services $36,850.00
Discount ($29,426.50) ($29,426.50)
Total $208,589.50 USD $170,359.50 USD
Year 1 price includes initial licensing, year 1 maintenance, and professional services; annual maintenance is paid in years 2-5.
Payment Terms: 75% due at system set up, 20% due at completion of training, 5% due at system acceptance. Annual due 1 year from contract signing.
Additional Terms:
Implementation/Training Assumes 8 hrs. per day on-site excluding weekends and holidays.
All prices are in US dollars. All applicable sales/use taxes are additional and payment of such is the sole responsibility of the prime contractor.
Prime contractors may purchase tablets and airtime through a cellular provider. Prices for tablets range from $0 to $499 depending on carrier.
Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware.
Upgrade and webinar training is included for upgrades; additional on-site or new employee training is charged using Training day rates as applicable.
* Data plan does not include web browsing, etc. A 2GB data plan is more than sufficient for the Ecolane Touchscreen MDT Software and Navigation. The agency is responsible for the data plan and any overages unless otherwise noted. ** All license costs include annual hosting, support & licensing fees due 1 year from contract signing set at 20% of MSRP.