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HomeMy WebLinkAboutPolco - 3-year Software Services Agreement - 11.20.2023POICO Policy Confluence, Inc. Subscription and Support Agreement THIS POLCO SERVICES AGREEMENT (the "Order Form") is entered into and made effective as of December, 1st, 2023 ("Effective Date") by and between Policy Confluence, Inc., a Delaware corporation ("Polco" or "Company"), and Waterloo, IA, ("Customer" "you" or "your"). Polco and Customer may be referred to in this Agreement individually as a "Party" or collectively as the "Parties." Agreement This is a binding agreement by Customer to purchase Polco's Services as set forth in the table below and further defined in this agreement. Each of the Services are governed by and incorporates the general terms and conditions set forth in this Order Form, the Enterprise Terms and Conditions (the "Enterprise Terms" found at (https://info.polco.us/enterprise-terms) and the Website Terms of Use (the "Website Terms" found at https://info.polco.us/eula) (each a "Supplement," and collectively with this Order Form, the "Agreement"). Unless otherwise expressly defined herein, all defined terms in any Supplement, respectively, used in this Order Form have the meaning stated in the applicable Supplement. In the event of any conflict or inconsistency between the provisions of (a) this Order Form, (b) a Supplement (as applicable), and (c) any other documents or policies referenced in this Order Form or the Supplements, the governing order of precedence shall be: (i) this Order Form (ii) the Enterprise Terms; (iii) the Website Terms; and (iv) any other document incorporated herein by reference. Customer Information Customer Name: Waterloo, IA Address: 715 Mulberry St, Waterloo, IA, 50703 Account Contact: Bridgett Wood Phone: 319-291-4323 E-mail: bridgett.wood@waterloo-ia.org Billing Contact: Bridgett Wood Phone: 319-291-4323 E-mail: bridgett.wood@waterloo-ia.org Training and Support Your subscription includes access to the Services and Polco Materials as described below, which includes training materials, as well as access to technical support services for your Authorized Users. You understand that technical support services are for technical product support, and such services are not to be used as a substitute for proper training and education. Privacy Policy You acknowledge that you have read and understand Polco's Privacy Policy (the "Privacy Policy" found at https://info.polco.us/privacy). 1 POICO Initial Term Starting: December, 1st, 2023 Initial Term Ending: November, 30th, 2026 The Initial Term of this Agreement shall be for a period of 36 months from the Effective Date, unless earlier terminated pursuant to this Agreement or either party gives the other party written notice of non -renewal at least thirty (30) days prior to the expiration of the then -current Term. The term of this Agreement will renew automatically at the end of the Initial Term for a duration of 36 months and shall continue to do so unless or until you provide a Termination Notice to Polco for such applicable Renewal Term. Fees The Fees for your Initial Term are outlined below. All Fees are for annual terms (from the commencement of this Agreement) unless otherwise noted. The following page outlines the package designed for your community. [The rest of this page is intentionally left blank] 2 Polco Your Polco Plan: 36 Months - The Polco Modules Track Overview Dashboard - - Economy Domain - Community Health - - Safety Domain - Land Use Domain - - Community Connectedness Domain - Education, Arts, and Culture - Engage - Ask (Surveys and Polls) - - In -Product Weighting - - Polco Live - - Polco Library - Assess Update Frequency National Community Survey - - - National Employee Survey - - National Business Survey - - - National Law Enforcement Survey - - National Employee Survey - Law Enforcement - - - Community Assessment Survey for Older Adults - - $12,000/yr Balancing Act Modules Simulate - Budget - V Prioritize - V Taxpayer Receipt - V Concierge Sim Building Service (1 time) $4,000 Total 3-year Investment: $40,000 3 POICO Polco reserves the right to modify and increase Fees upon providing written notice to Customer at least sixty (60) calendar days prior to the commencement of any Renewal Term, and the applicable Fees in this Order Form will be deemed amended accordingly. Any such increases shall not exceed 7% per Renewal Term. You will receive standard updates to the Services that are made generally available by Polco during the Term. However, Polco reserves the right to offer additional functionality or premium feature improvements for an additional cost. Billing You will be invoiced upon execution of this Agreement and all Fees for your Initial Term are due within 30 days following the Invoice Date. All amounts payable to Polco as specified herein are in United States Dollars (USD). If applicable, sales tax shall be assessed on your invoice to comply with the sales tax laws and regulations in your state. Your Implementation shall be suspended if Fees for your Initial Term are not received in a timely fashion, and your Account shall be suspended and inaccessible if such Fees are not received within 30 days of the invoice due date. Fees for Renewal Terms shall be invoiced 60 days in advance of the start date of the Renewal Term, and shall be due by the start date of the Renewal Term. Your Account shall be automatically suspended and inaccessible as of the start date of the Renewal Term if Fees have not been received by such date, and your subscription shall be deemed terminated if Fees for a Renewal Term are not received within thirty (30) days following the start date of the Renewal Term. There shall be a $500 (USD) reactivation fee if your account is suspended for late payment. Except to the extent otherwise expressly stated in this Agreement all obligations to pay subscription Fees are non -cancelable and all payments are non-refundable. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Polco regarding future functionality or features. Compliance with Data Protection Laws Each Party will comply with any applicable data protection and privacy laws and applicable to such Party's performance of its obligations under or in connection with this Agreement ("Data Protection Laws"). Where applicable Data Protection Laws, whether in effect at the start of the Term or as become applicable or effective during the Term, require the processing of Personal Data to be subject to specific terms between the Parties, the Parties shall enter into any necessary amendments to this Agreement and/or separate agreements to the extent necessary to comply with such applicable Data Protection Laws, including without limitation a Data Sharing Agreement. Service Level Agreement Polco's web platform will be operational and available to the Customer at least 99.5% of the time in any calendar month (the "Polco Application SLA"). Ownership and Use of Creative Materials The Parties acknowledge and agree that an integral part of the services is the creation of the Polco application for Customer, which includes the development of certain information, content, text, graphics, logos, photos, videos, software and other items, as well as their selection and arrangement ("Creative Materials"). Such Creative Materials are protected by copyrights, trademarks, patents, trade secrets and other intellectual property and proprietary rights, and Polco shall be considered the author of such Creative Materials and retains all right, title and interest in and to such Creative Materials. Customer's rights to use the Creative Materials are limited to use solely in connection with this Agreement, and the rights and obligations granted hereunder. Any rights granted to Customer under this Agreement to use the Creative Materials shall cease upon the termination of this Agreement. 4 POICO Data Ownership All data collected or generated by Polco shall be owned exclusively by Polco. Polco reserves the right to use the data for any purpose, including but not limited to improving the software platform, conducting research, and developing new products and services. Polco may disclose the data to third parties, provided that such disclosure is done in accordance with applicable laws and regulations, and is necessary to provide services to the customer. Upon termination of this agreement, Polco shall retain ownership of the data. Miscellaneous Notices. All notices shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email (provided that such email has not been returned as undelivered, or that sender does not receives an automatic response or other indication that the email account is not being monitored). IQ Polco: 1241 John Q. Hammons Dr, Suite 203 Madison, WI 53717 lisa@polco.us Lisa Dowling, SVP of Sales To Waterloo, IA: Attn: Bridgett Wood, Finance Director, Finance and Administration Address: 715 Mulberry St, Waterloo, IA, 50703 Email: bridgett.wood@waterloo-ia.org Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Counterparts. This Agreement and any amendments thereto may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties may execute this Agreement and any amendment thereto in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et. seq.). Electronic signatures, or signatures transmitted electronically via PDF or similar file delivery method is legal, valid, and binding upon execution and delivery for all purposes and each shall have the same effect as an original signature. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Remainder of page intentionally left blank, signature page to follow. 5 POICO Full Authority. The person agreeing to the terms and conditions of this Agreement states and affirms that they have the full authority of Customer to enter into and execute this Agreement. IN WITNESS WHEREOF, CUSTOMER and POLCO have executed this Agreement as of the Effective Date: CUSTOMER POLCO Waterloo, IA 715 Mulberry St Waterloo, IA, 50703 Z o SIGNED 11/20/2023 Signature Polco 1241 John Q Hammons Dr, Suite 203 Madison, WI 53717. DocuSignned by: gn .4140, I30ty GL►uf �E52A0AB2ADC 14E1... Nov-22-2023 Date Signature Lisa Dowling, SVP of Sales Bridgett Wood, Finance Director Printed Name / Title Date 6