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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 91473941Q (,egg Ora Boyinc. Bill To Ms. Holly Carroll Poudre River Public Library 301 E. Olive St. Fort Collins, CO 80524 Invoice 12/09/2014 Invoice1458Nu• i Terms Net 30 Activity Amount • Savannah SaaS 1 year Subscription - Payment 1 20,000.00 Please remit payment to: OrangeBoy,Inc. 1042 Ridge Street Columbus, OH 43215 7, 5y � 2�°D I� Total $20,000.00 1042 Ridge Street Columbus, ON 43215 614.738.1510 ORANGEBOY SERVICES AND SOFTWARE SUBSCRIPTION AGREEMENT This ORANGEBOY SERVICES AND SOFTWARE SUBSCRIPTION AGREEMENT ("Agreement") is made and entered on December 8, 2014 by and between OrangeBoy, Inc., an Ohio corporation, whose address is 1042 Ridge Street, Columbus, Ohio 43215 ("OrangeBoy"), and Poudre River Public Library District, a Colorado corporation, whose address is 301 E. Olive Street, Fort Collins, CO 80525 ("Client"). WHEREAS, OrangeBoy produces a hosted software -as -a -service application (SaaS) that is designed to analyze a library's operations data and provide knowledge and customer insights based on that data, to improve the library's customer experience and decision -making process; WHEREAS, OrangeBoy also offers services related to this hosted SaaS application, including training, data handling, and data analysis; WHEREAS, Client desires to obtain access to OrangeBoy's hosted SaaS application and to use some or all of OrangeBoy's related services to help Client analyze, interpret, and apply its own operations data as set forth herein; and WHEREAS, OrangeBoy and Client desire to memorialize the terms of their agreement pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants by and between the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound hereby, agree, in writing, as follows: I. OrangeBoy's Obligations. OrangeBoy agrees to provide Client access to its hosted software -as a - service application SAVANNAH ("Savannah") and will offer certain services regarding Savannah. The scope of this access, the Savannah features and data analyses that Client will have access to, and the services that Client will be entitled to, are described in Exhibit A. 2. Payment. Client agrees to pay OrangeBoy as specified in Exhibit B. Unless otherwise specified: (i) fees are based on the services and access to which Client is entitled, and are not dependent on Client's actual usage of those services and access, (ii) payment obligations are non -cancelable and fees paid are non-refundable, and (iii) the services and access set out in Exhibit A cannot be modified during the relevant subscription term except by written agreement of the parties. Client agrees that payment is not contingent on the delivery of any Savannah functionality or features other than set out in Exhibit A. 3. General Terms of Use. Client agrees to take reasonable steps to ensure that each person who gains access to Savannah by virtue ofthis Agreement (each an "End User"): (i) agrees to Savannah's End Client Terms of Agreement prior to accessing Savannah; (ii) notifies OrangeBoy immediately if the End User becomes aware of any unauthorized access to or usage of Savannah; (iii) uses Savannah in accordance with applicable local, state and federal laws, government regulations, and Client's organizational policies; and (v) does not reveal the End User's account and password information to others and does not allow the use of any End User account by a person not authorized to use that account, including the End User's family and other members of his or her household. 4. End User Departures. Client agrees to notify OrangeBoy in writing no more than 5 days after an End User's employment or consulting relationship with Client terminates. 5. Intellectual Property. Client hereby acknowledges that certain intellectual property licensed or developed by OrangeBoy (hereinafter "Intellectual Property") is incorporated into Savannah and that Client's rights regarding such Intellectual Property are limited to those necessary to use Savannah pursuant to this Agreement. Client acknowledges that other than that discussed above, no right or title to the Intellectual Property passes to Client by virtue of this Agreement and that Client has no rights to sell, share, copy, or disseminate any portion of the Intellectual Property or any elements derived or produced therefrom. Client hereby grants OrangeBoy the right to host, copy, transmit, and display any data provided by Client, as well as any other rights reasonably necessary for OrangeBoy to carry out the terms of this Agreement. 6. Data Responsibility. Client understands and agrees that it has the responsibility to input valid, accurate data into Savannah and that failing to do so may result in invalid or inaccurate analysis or results. OrangeBoy accepts no responsibility for invalid or inaccurate data provided by Client. Client is responsible for ensuring that any data submitted to OmngeBoy or Savannah is consistent with Client's privacy policies and applicable laws. OrangeBoy assumes no responsibility for data submitted by Client that violates the Client's privacy policies or applicable laws. 7. Confidential Information. Except as provided in this Agreement or by consent of Client, OrangeBoy shall not reveal to any third party or make use of for its own benefit any non-public or confidential information submitted by Client to OrangeBoy or Savannah, including non-public or confidential customer list(s) or customer usage data. For clarity, "non-public or confidential information" shall not include: (1) any information that has become generally available to the public or Client's industry through no fault of OrangeBoy; (2) any information independently developed by OrangeBoy; (3) any information obtained by OrangeBoy through a source having no obligation to keep the information confidential; or (4) any information required to be disclosed by applicable law; or (5) "industry insights," as described in paragraph 8 below. 8. Industry Insights. OrangeBoy may derive insights about the library industry from its processing, aggregation, and analysis of data submitted by Client. The parties hereby agree that OrangeBoy shall have the right to use, apply, and disseminate any such insights as it sees fit, except: (1) where otherwise stated in this Agreement; (2) where such use, application, or dissemination would personally identify any of the Client's customers; or (3) where such .use, application, or dissemination would constitute a willful violation of any privacy rights of any of the Client's customers. 9. Indemnification and Consequential Damages. Client agrees to fully indemnify and hold harmless, to the extent permitted by law, OrangeBoy from and against any losses, including attorney's fees and costs that arise out of or relate to any breach of this Agreement by Client. In no event shall OrangeBoy or its suppliers be liable for any incidental or consequential damages, lost profits or lost data, or any other indirect damages caused by OrangeBoy's performance or nonperformance of this Agreement, except where such damages arise through OrangeBoy's failure to take reasonable precautions. 10. Termination. Unless otherwise specified in Exhibit A, this Agreement will be effective as of the date of execution and will continue for a term of one year. Following breach of any material term of this Agreement, the non -breaching party may terminate this agreement by (1) providing the breaching party with written notice of the breach, and (2) if such breach is not cured within 30 days, providing the breaching party with written notice of termination. Upon termination, the Client remains liable for any payments set out in Exhibit B that were due and owing at the time of the termination. 2 H. Governing Law and Venue. This Agreement and all of its rights and obligations shall be governed by and construed in accordance with the law of the State of Ohio. 12. Counterparts. This agreement may be executed in one or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. Warranty of Authority. Each signatory to this agreement hereby warrants that he or she has the authority to execute this agreement on behalf of Client or Orange Boy, respectively; that the execution and performance of this agreement does not conflict with any other agreement by which Client or Orange Boy, respectively, is bound; and that the execution and performance of this agreement does not contravene any term or provision in the charter or by-laws of Client or Orange Boy, respectively. 14. Miscellaneous. a. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties related to the subject matter of this Agreement. b. The parties agree that the provisions of this agreement are severable, and if any such provision is held invalid or unenforceable to any extent, the rest of the agreement shall remain valid and in effect to the greatest extent permitted by law. C. The parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms and conditions. d. All Exhibits referenced in this Agreement are incorporated herein and made a part hereof. e. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. IN WITNESS WHEREOF, this Agreement is executed on the date(s) set forth below. ORANGEBOY, INC. Authorio Signature Prm et d Name and Title CLIENT �.40 t: �-s Authorized Signature Nichole S. Harber-Frankart, Principal Printed Name and Title Date:/(S2,k��/ Date: 12/8/2014 EXHIBIT A Scope of Services: Savannah Renewal OrangeBoy hosts Client's software -as -a -service application (SaaS) designed to analyze the Client's operations data and provide knowledge and customer insights based on that data, to improve the Client's customer experience and decision -making process. The following outline lists the functionality available in Savannah during the terms of this agreement: • Advanced Analytics. Allows the Client to create and view graphic reports in Savannah. • Standard Performance Dashboard Plus. Allows Client to understand key customer behaviors and organizational performance via Savannah's performance dashboard. Includes standard visualizations phis the Client's choice to maintain its existing set of dashboard metrics. (This does not include the development of new metrics/visualizations.) • Updated Cluster Rules and Ongoing Segmentation Assignment. OrangeBoy will enhance the Client's existing clusters with an update to Client's cluster rules. Each profile will provide library usage information, later enhanced with a customer survey (launched in 2015). The dashboard will quantify and report cluster distribution system -wide and at the branch level. • Feedback. OrangeBoy works with the Client to setup and customize one online survey entailed to customers using Savannah. The survey will serve to gather feedback from its customers and update cluster profiles. Survey results are available by customer cluster and at the aggregate level. OrangeBoy will work with the Client to customize the survey instrument and review results. • Automated and Targeted Email Messaging. Enables the Client to send up to 10 million automated or custom targeted messages annually to promote Client services, build awareness and stay connected with customers. The Client can use the system's select bank of templates or create its own emails using the email editor. Includes up to five hours of strategy discussion with the Client to discuss messaging strategy. Technical Web -based Support OrangeBoy provides support to the Client with monthly, one -hour web -based meetings throughout the terms of this agreement. Monthly meeting times may be used for assistance building queries, reports, or setting up and customizing email campaigns. Support does not include ongoing staff training or additional research or consulting services. All meetings will be web -based to eliminate travel. If travel is requested or required by the client, all travel will be discussed and confirmed with the Client and billed as incurred. Monthly meetings are supplemented with web -based tips offered through the Savannah User Group and Online Community, as well as through the company's Savannah Updates newsletter. Subscription Period The Savannah license covers a 12-month period ending on December 31, 2015 EXHIBIT B Payment Terms The Client agrees to pay OrangeBoy $24,000 for access to OrangeBoy's hosted SaaS Savannah application and the services associated with this agreement outlined in Exhibit A, commencing on January 1, 2015 and ending December 31, 2015. The fee will be billed in two (2) installments with the first installment of $20,000 due at contract ratification. The remaining $4,000 will be billed on January 5, 2015. Unless otherwise requested and agreed by the parties, all meeting will be held using OrangeBoy's teleconferencing software. Additional work performed outside of the scope of services will be confirmed with the Client and billed at the firm's hourly rate of $195.