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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 918528809-12-2018 Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 1 of 9 Offer created for City of Fort Collins Agreement between Cludo Inc. ("Vendor") and City of Fort Collins ("Customer") for Cludo Search. Professional Search for Fort Collins. Price of $9,576 is for the service term of 10/1/2018 to 12/31/2020. Includes unlimited support via phone and email. The offer is valid for 30 days. Cludo is a powerful search & insights engine that optimizes the way you and your customers connect with information. Our easy to use platform empowers you to easily customize and gain deep insights from your search functionality. Cludo puts you in control of your site search, creating an intelligent guided search experience for your website visitors. Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f 09-12-2018 Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 2 of 9 Pricing Yearly subscription fee Yearly fee Professional Search Up to 30,000 indexed pages and documents* Up to 3 million searches a year** 3 Engines Unlimited amount of super users Standard crawlers*** Content updated every day**** 6 months of analytics Unlimited synonyms Unlimited page rankings Unlimited correction of misspellings Unlimited quick links Unlimited setup of banners Unlimited exclusion of pages Highlights of search words Cross-site search Single set of categories Integration to Siteimprove & Google Analytics Section 508 compliant Email analytics reports Online training Cludo branding Standard overlay or standard inline design API Phone and email support (Phone support is between 9AM - 5PM CST on week days) * If needed, an additional 10,000 pages and documents can be purchased for $600/year. We will crawl content weekly and look for changes in the sitemap (via last-modified-date), updating accordingly. ** The total number of searches is a combination of searches and autocompletes. An additional 75,000 searches can be purchased for an $100. *** Included in the contract are standard crawlers. Async crawling 4,788 USD Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 3 of 9 09-12-2018 is not part of this offer. **** We will look for changes in the sitemap daily, and crawl it weekly. To save bandwith we will only update existing files every 25 days. You can easily update it manually, if needed, through our "Update Content" tool. Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 4 of 9 09-12-2018 Implementation fee Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 5 of 9 09-12-2018 Specific terms The specific terms mentioned below are part of this agreement and supersede the General Terms & Conditions. Initial Billing terms Fort Collins will pay $9,576 for Cludo service for the period of 10/1/2018 - 12/31/2020 General Terms & Conditions 1 Scope 1.1 These General Terms and Conditions apply to any services delivered by Cludo. 1.2 In the event of any discrepancy between these General Terms and Conditions and the customer's general terms and conditions, these Terms and Conditions shall prevail, unless otherwise explicitly agreed in writing between the parties. 2 Software Usage Rights 2.1 From signing of the agreement and until end of termination notice, provided customer has paid the fees, Cludo Inc. (hereafter "Cludo") grants to customer a worldwide and non-transferable right to access and use the Service solely for customer’s website and customer's own internal business purposes as permitted by and subject to the terms of the agreement. The "Service" means the hosted, on-demand service described in the agreement, including upgrades and updates thereto made generally available by Cludo to its customers. 2.2 Customer shall retain all right, title and interest to its own customer data and all preexisting material/information provided by customer. Cludo or its licensors shall retain all right, title and interest in any and all intellectual property or other rights in the Service and any derivative works, including any modifications, enhancements, improvements or other derivative works (regardless of the source of inspiration or whether customer has provided input to the derivative works). This Agreement does not transfer any proprietary right or interest in the Service or the derivative works. 2.3 Except where applicable law prohibits such restrictions, customer shall not when using the Service: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service; (b) transmit any content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (c) infringe the intellectual property rights of any entity or person; (d) interfere with or disrupt Cludo's software or Cludo's systems used to host the Service, or other equipment or networks connected to the Service; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; (g) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (h) make any use of the Service that violates any applicable law or regulation. 2.4 Cludo may change or modify the Service at any time. Cludo shall not materially diminish the functionality of the Service during the term of agreement. 2.5 If customer is granted access under the agreement to a free (no fee)/trial version of the Service, customer agrees that Cludo may cease providing the Service at any time without notice. Cludo does not warrant the correctness and completeness of the free version of Service, and Cludo shall not be liable for errors or damages caused by the usage of such free version. 3 Customer Responsibilities and Obligations 3.1 Customer shall be responsible for entering its customer data into the Service and customer shall be responsible for the content of the customer data supplied by it. Customer agrees that it has collected and shall Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 6 of 9 09-12-2018 maintain and handle all customer data in compliance with all applicable data privacy and protection laws, rules and regulations. Further, customer is solely responsible for determining the suitability of the Service for customer's business and complying with any regulations, laws, or conventions applicable to the customer data and customer’s use of the Service. 3.2 Customer shall maintain commercially reasonable security standards for its use of the Service. Customer shall be responsible for maintaining backups of customer data. 4 Processing of Personal Data and Security 4.1 Customer acknowledges and agrees that Cludo and its sub-processors are processing personal data on behalf of customer as set forth herein and that, if required by applicable data protection legislation or other law or regulation, customer shall provide third parties all required information about such processing and ensure that any required third parties or authorities have given their consent or approval to such processing, in accordance with applicable laws and regulations. 4.2 With respect to any processing of personal data by Cludo and its subprocessors on behalf of customer, Cludo shall be regarded as "data processor" and customer shall be regarded as "data controller" within the terms of the applicable data protection laws. As data processor, Cludo shall process personal data only in accordance with customer’s instruction, which instruction is set out in full in the agreement. Customer will ensure that the customer website(s) will feature customer’s privacy policy, that (i) discloses customer’s privacy practices and any other required information in accordance with all applicable laws and regulations, and (ii) identifies the collection (via cookies, web beacons and other applicable means), tracking and use of information gathered in connection with the Services to the extent required by applicable laws and regulations. 4.3 Cludo and its sub-processors shall implement and maintain appropriate organizational, administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of personal data and to protect against unauthorized access to or alteration, disclosure, destruction or loss of personal data. 4.4 Against separate payment, Cludo and its sub-processors will provide the customer with full co-operation and assistance in relation to any complaint or request made by a supervisory authority if the customer cannot themselves investigate the complaint or collect the information needed. 4.5 Cludo will use commercially reasonable security technologies (such as encrypted password protection and firewall protection) in providing the Service. Cludo will at least daily copy the customer data to backup servers and be kept for at least one month after which it will be deleted. In the event of a disaster that results in the loss of the data, Cludo shall exercise commercially reasonable efforts to restore the Service from such backups. 5 Prices and Terms of Payment 5.1 Customer shall pay to Cludo the fees for the Service as set out in the Agreement within twenty-one (21) days of receipt of invoice. 5.2 Purchases of subscriptions are non-cancellable and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under the agreement or set off any amount against fees owed for alleged defects in the Service. 5.3 All fees not paid when due shall accrue interest at the rate allowed under applicable law, and may result in suspension of customer’s ability to access the Service until payment is made provided Cludo has provided a fifteen (15) days written notice to customer prior to suspension of access to the Service. For each reminder send to customer regarding late payment, at fee of USD 20 will be added. 5.4 All fees and other charges payable by customer to Cludo under the agreement are stated exclusive of taxes, VAT and all other taxes, levies and similar charges (and any related interest and penalties) imposed as a result of the existence of this agreement. To the extent required by law, Customer shall be responsible for all such taxes. If any such tax or duty has to be withheld or deducted from any payment under the agreement, customer will increase payment under the agreement by such amount and shall ensure that after such withholding or deduction Cludo shall have received an amount equal to the payment otherwise required. 6 Term and Termination 6.1 The agreement, including the subscription, is effective from the parties' signing the agreement and shall continue in effect until terminated as stated below. Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 7 of 9 09-12-2018 6.2 The subscription period is for a period of 12 months (a year). Following the first year (and any additional renewal periods), the subscription shall automatically renew for one (1) year (each, as applicable, a "renewal period"). Either party may give the other party written notice, including by email, of non-renewal with at least one (1) month prior notice to the end of the relevant subscription period. 6.3 Notwithstanding the foregoing, a party may terminate the agreement upon thirty (30) days' written notice to the other party of such other party’s material breach of any provision of the agreement unless the breaching party has cured such breach during such thirty (30) day period. 7 Confidentiality 7.1 Confidential information, such as Cludo's computer software (both object and source codes) and related documentation or specifications, shall not be used, disclosed or reproduced in any form except as required to accomplish the intent of the agreement. Each party shall take all reasonable steps to keep all confidential information strictly confidential, except as where otherwise required by law to be disclosed. 7.2 Cludo is entitled to use the customer (name, logo, reference and solution) as a reference for sales material, marketing, request or similar activity. 8 Warranties 8.1 Cludo warrants that the Service will substantially conform to the specifications stated in the documentation. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with the agreement and/or any documentation; or (ii) any non-conformity is caused by third party products, content or service being accessed through the Service that are identified as third party products, content or service; or (iii) the Service being used was provided as no fee/trial license of the Service. 8.2 Cludo warrants that (i) it will perform any consulting services in a workmanlike and professional manner consistent with generally accepted industry practices, and (ii) the consulting services and derivative works will conform in all material respects with the descriptions set forth in the agreement. 8.3 Customer shall provide Cludo with prompt written notice of any non-conformity: (i) for the Service, within ninety (90) days of customer’s discovery of such non-conformity, and (ii) for consulting service, within ninety ( ) days of completion of the applicable consulting service. 8.4 Except as expressly provided in the agreement, Cludo makes no representations, warranties or statements, express or implied, statutory or otherwise regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of the Service or any consulting services, or that the operation of any such Service will be secure, uninterrupted or error free. 9 Limitation of Liability 9.1 Nothing in the agreement shall exclude or limit either party’s liability for (i) death or personal injury caused by negligence; (ii) fraud, gross negligence or willful misconduct; or (iii) any other liability which cannot be excluded or limited by applicable law. Nothing in this agreement shall constitute a waiver of the protections available to Customer, its officers and employees by the Colorado Governmental Immunity Act, CRS 24-10-101, et seq., as may be amended. 9.2 Subject to clause 9.1 above, the aggregate liability of each party to the other shall not exceed an amount of damages exceeding the fees paid for the Service in a twelve (12) month subscription period. 9.3 Save as provided in clause 9.1 above, and regardless of the basis of liability, under no circumstances shall either party be liable to the other or any other party, for any loss or damage (whether or not the other party had been advised of the possibility of such loss or damage) in any amount, to the extent that such loss or damage is (i) consequential, indirect, special or punitive; or (ii) for any loss of profits, loss of business, loss of business opportunity, loss of goodwill, or loss of revenue or anticipated savings. 9.4 The provisions of this clause 9 state the sole, exclusive and entire liability of the parties and their licensors to the other party, and are the other party’s sole remedy, with respect to third party claims covered hereunder. A party cannot claim proportionate reduction of the fees. 10 Miscellaneous 10.1 If either party should waive any breach of any provision of the agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 8 of 9 09-12-2018 10.2 This agreement and any claims arising out of or relating to the agreement and its subject matter shall be governed by and construed under the laws of United States and the parties hereby submit to the exclusive jurisdiction of the US courts located in Colorado, and venue for any action arising hereunder shall be in Larimer County, Colorado.. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the agreement. 10.3 Appropriation. To the extent this agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no supporting appropriation has been made. 11 Browser support The dashboard supports the most modern browsers. The frontend supports standard browsers with more than 1% usage (http://gs.statcounter.com), which currently includes Firefox, Chrome, Safari, IE 10, 11. Cludo does not support users running in IE compatibility mode. 12 Indemnification Cludo shall indemnify and hold harmless Customer from and against any claims, including reasonable legal fees and expenses, based upon infringement of any copyright or patent by the Service or Cludo's software. Customer agrees to notify Cludo of any such claim promptly in writing and to allow Cludo to control the proceedings. Customer agrees to cooperate fully with Cludo during such proceedings. Cludo shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Cludo may replace, in whole or in part, the software with a substantially compatible and functionally equivalent computer program or modify the Services or related software to avoid the infringement. Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Cludo Inc 100 Washington Avenue South, Suite 510 Minneapolis, MN 55401 Offer for City of Fort Collins Page 9 of 9 09-12-2018 Contact information: Name: E-mail: Phone: Billing information: Name: City of Fort Collins Address: , Zip code: Country: United States E-mail for invoicing: Purchase Order: The Customer: Cludo: Signature Signature Name Philip K. Andersen CEO Date Date The signed contract can be emailed to ak@cludo.com 09/28/2018 Gerry Paul gspaul@fcgov.com 970-221-6779 Accounting Department PO Box 2047, City of Fort Collins, CO 80522-0580 invoices@fcgov.com 9185288 Gerry Paul 09/28/2018 Doc ID: 7c298a2c441185d33304f996ba8954a76657b29f Audit Trail TITLE FILE NAME DOCUMENT ID STATUS Cludo Search for Fort Collins Professional Sear...final for sig.pdf 7c298a2c441185d33304f996ba8954a76657b29f Completed 09/28/2018 15:56:22 UTC Sent for signature to Gerry Paul (gspaul@fcgov.com) and Philip Andersen (philip@cludo.com) from ak@cludo.com IP: 96.78.80.77 09/28/2018 17:23:20 UTC Viewed by Gerry Paul (gspaul@fcgov.com) IP: 198.59.47.100 09/28/2018 17:29:01 UTC Signed by Gerry Paul (gspaul@fcgov.com) IP: 198.59.47.100 09/28/2018 17:48:08 UTC Viewed by Philip Andersen (philip@cludo.com) IP: 75.73.6.138 09/28/2018 17:48:31 UTC Signed by Philip Andersen (philip@cludo.com) IP: 75.73.6.138 09/28/2018 The document has been completed. 17:48:31 UTC