License20Agreement-Zencity.pdf
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ZENCITY
ZENCITY LICENSE AGREEMENT
Customer: Town of Winthrop, MA
Contact Name: Austin Faison, Town Manager
Quote Number 100890 Prepared By Lee Greene
Emall lee@zenclty.to
Grealed Date September 6, 2019
Exptration Date September 30, 2019
ZanCliy plattorm monthly subscription ~ ciiles of < 50K residents 12 $2,000 $24,000
Special design partner discount for Winthrop, MA -25% off 12 ~$500 ~-$6,000
Manager Discount - Expires Septembor 30th 12 -$167 ~$2,000
TOTAL PRICE for the tirst 12 months of usage $1,333 $16,000
Thank you for choosing the ZenCity platform!
This License Agreement ("License Agreement") is entered into between ZenCity Technologies Lid., (“ZenCity"),
and you, the entity identified above ("Customer"), as of the Effective Date o1 i Lt . and will remain In effect for
a perlod of 12 Months. This License Agreement includes and incorporates the ZenCity Terms and Conditions
atlached as Appendix B, By signing thls License Agreement, Customer acknowledges that it has reviewed, and
agrees to be legally bound by, the ZenClty Terms and Conditlons. Each party's acceptance of this License
Agreement is conditional upon the other's acceptance of the terms In the License Agreement to the exclusion of
all other terms,
Customer - Town of Winthrop, MA ZenCity Technologies US
Signature: Signature: Yee
Name: BYSTIN FAtSoN) Name: Eyal Feder
Role Tow MAVAGEE- Role: CEO
pate: fl 6/14 pate: S@Ptember 19th, 2019
Appendix A
Description of Services
ZenGity is a platform for understanding people In the city an a wide scale. With the use of advanced Al algorithms, we analyze data
from social media, city hotlines and other relevant sources, and pravide local government stakeholders with dalaited, real time
insights about how their oRlzens view and use the city, The analysis can be accessed through a web-based interface on desktop
and moblle devices.
1. PLATFORM FEATURES
‘The ZenCity platform collecls data about clizen interactions from a vailety of sources and analyzes them {in real time using a set of
Machine-learning based algorithms. The analyzed data can be accessed via a varely of graphs on our admin dashboard, including the
following:
1.4, Category bar chart ~ the malin bar chart shows how many Interactlons relate to each area of responsibility of tha city, and
what fs the sentiment towards that topic. The name and amount of topics can be modified to fit the customer's needs based
on our fist of automatically identified sub-categories,
1.2. Alerts and notifications - the platform can create alerts about popular posts or comments or about significant changes in
whole categories, The alerts can be accessed through the dashboard, but can also go out on a daily, weekly or real time basis
via emall ~ per the user's request.
14. Word cloud - The word cloud shows the most popular terms used in interactions analysed by the platform. The targer the
word Is the more popular it was,
1.4, Overall sentiment view - the overall sentiment ple chart shows the ratto of positive, negative and neutral interactions out of
the total sum of interactions analysed,
1.6. Popular storles ~ the rotating digast of poputar stories shows the storfes which received the most Interactions across all data
sources,
1.6, Map interface - the map interface wilt show all interactions which have a location property, divided by category, by type or In
@ healmap format.
1.7. Category dril! down ~ each category has a drill down view which shows the level of discussion over tlme In that category,
alerts, word cloud, map and popular stories views which include data Just for this category and an operative view of city
hotline calls for the category ~ Including open calls, calls over the last week and changes over time,
1,8, Conversatton analysts ~ the third tevel of drill down will ba the “conversation analysis" which allows drilling down to the level
of storles themselves. In this view, users can analyse conversations based on category, date range, sentiment or keyword
search, or a combination of the above, and see both the trend and the stories themselves that make up the data, Each story
will Inciude Its source, category, sontiment, location and a link to the original content,
2. DATA SOURCES
2.14. Facebook - we analyze all Interactions (posts, comments, likes, tags etc.) from public pages and pubilc groups, both official
and unoffictal. This includes official accounts of the city and other agencies, resident groups, accounts of local businesses,
communlty organizations, causes and any other relevan! page or open group.
2.2. Twitter — apart fram the same analysis employed on facebook, on iwitier we also collect all geotagged Interactions In the area
and all interactlons mentioning specific hashtags or keywords, :
2,3, City Hotllne reports ~ we take all city hotline reports from your database,
2.4, Additional sources — we may be able to Incorporate other relevant data sources {dentifled, such as local news sites,
community message boards, other social media platforms eto. Generat new data sources Implemented (such as new sacial
media platforms) will be offered once they are available, Unique sources (such as local news siles) will be discussed and
agreed upon by both sides,
3, USERS AND PERMISSIONS
8.1. The basic package Includes up to 60 users within the organizations with varying permissions. Permisstons wil! be sat by the
customer's project Jead,
4, SPECIAL DESIGN PARTNER ADDITIONS
As early adopters of the system, we see you as our partners in the ongoing development of the ZenCity platform. Thls means you
will be among the first to explore and try new features and capabilltles, and that your feedback will direct our future development,
Therefore, we \will also ask to hold regular feadback sessions whare we collect your feedback, needs and ideas for changes and
additions to the platform, Additionally, we ask that the Customer reasonably assist ZenClty In the praparation of a case study.
ZENCITY TECHNOLOGIES LTD, LICENSE AGREEMENT
Appendix B
ZenOlty Terms and Conditions
1. SOFTWARE LICENSE & SUPPORT SERVICES
1.1, Subject to the terms and conditions of these ZenCity Terms and Conditions and of the applicable License Agreement
Collectively, the "“Agreement’}, ZenCily hereby grants to Customer a personal, non-exclusive, non-transferable {Imjted licence
to Use the Licensed Program Identifled In the applicable License Agreament entered into by ZenGily and Gustomer ("License
Agreement") and the documentation and user manuals for the Licensed Program supplied hy ZenCily to Customer
throughout the Term (lhe “Documentation,
For the purposes of this Sectlon 4.1, the term “use* shall be only in accordance with the confidentiality provisions of this
Agreement and shall include the rights to use the Licensed Program only for the use of the Customer's organization, company
or Institutlon.
For the purposes of this Section 1.1 the term "use" shall not Include: ¢) the righl to make, use, or sell products incorporating
ihe Licensed Program, or (ll) the right to sub-license the Lleensed Program.
No right is granted to the source code of the Licensed Program or to create derivative works thoreof or to transfer ownership
of the media contalning such software except as a part of, or with, or for use in the equipment with which it operates.
1,2, Routine customer support is available via emall, Any claim will be answered within 24 hours of raport. On or before the
Effective Date, Customer and ZenCity shall each designate a lalson as a respective point of contact for technical issues, Each
party may change such liaison upon written notice from time to time at reasonable Intervals, ZenCity will not be obligated to
provide support to any person other than the Customer's designated Haison,
1.8. During the Term, Customer may have access to Updates upon request at no additional cost. *Updates™ shall mean certain
new features as determined by the company, or fixes of minor errors in the Licensed Program which are incorporated in a new
telease of the Licensed Program, .
1.4. Certain upgrades can be delivered to Customer upon commercial terms and condittons to be agreed upon. "Upgrades" shall
mean enhancements, new functionalities which are added into the Licensed Program,
2, RESTRICTIONS AND RESPONSIBILITIES
2.41, Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassembie, ar otherwise attempt to discover the
source code, object coda, or underlying structure, ideas, or algorithms of the Licensed Program, Documentatlon or data
related to the Licensed Program, except to the extent such a restrictlon Is Ilmlted by applicable law; modify, translate, or
create derivative works based on the Licensed Program; or copy, reproduce, rent, lease, distribute, assign, sell, or otherwise
dispose of the Licensed Program, in whole or in part, or otherwise commercially exploit, transfer, or encumber rights to the
Licensed Program; or remove any proprietary notices.
2.2, Customer will use the Licensed Program only in compliance with all applicable laws and regulations {including, but not limited
to, any export restrictions).
2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect fo, access
or otherwise use the Licensed Program and Customer shall also be responsible for {a) ensuring that such equipment Is
compatible with the Licensed Program, (b) maintalnlng the security of such equipment, user accounts, passwords and files,
and (c) for all uses of Gustomer user accounts with or without Customer's knowledge or consent,
3, PROPRIETARY RIGHTS, ZenCity retains all right, title, and Interest In the Licensed Program, Documentation and any future
modifications and enhancements thereof, ang all intellectual property rights (Including all past, present, and future rights assoclated
with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and Irade name rights and
similar sights, trade secrat rights, patent rights, and any other proprietary rights in Intellectual property of every kind and natura)
therein. Customer is granted only a limited right of use to the Licensed Program and Documentation as set forth herein, which right
of use is not coupled with an interest and ts revocable in accordance with the terms of this Agreement.
4, CONFIDENTIALITY, Each parly {the "Receiving Party") agrees not to disclose (except as permitted herein) eny Confidentlal
Information of the other party (ihe "Disclosing Party‘) without the Disclosing Party's prior written consent. "Confidential
Information” means al} confidential business, technical, and financial information of the disclosing party that Is marked as
“Confidential® or an equivalent designation or that should reasonably be undersioad ta be confidential given the nature of the
information and/or the circumstances surrounding the disclosure (Including the terms of the applicable License Agreement).
ZenCily's Confidential Information Includes, without limitation, the software underlying the Licensed Program and all
Documentation, The Receiving Party agrees: {} to use and disclose the Confidential Information only in connectlon with this
Agreement; and (lj to protect such Confidential Information using the measures that Receiving Parly employs with respect to Its
own Confidential information of a similar nature, but in no event with tess than reasonable care. Receiving Party shall, before
yecelpt or usage of such Confidential Information Inform its personnel of Receiving Party's confidentiality obligatlons under this
Agreement. Notwithstanding the foregoing, Confidential Information does not include Information that: (i) has become publicly
known through na breach by the Recelving Party; (i) was rightfully received by the Recelving Party from a third party without
restriction on use or disclosure; or (ii) Is independently developed by the Recelving Party without access to such Confidential
information, Notwithstanding the above, the Receiving Parly may disclose Confidential Information to the extent required by law or
court order, provided that peor weitfen notice of such required disclosure and an opportunity to oppose or limit disclosure is given
to the Disclosing Party.
ZENGCITY TECHNOLOGIES LTD, LICENSE AGREEMENT
5. DATA LICENSE, Customer grants ZenCity a non-exclusive, transferable, perpetual, worldwide, and royalty-free license to use any
data or Information provided by Customer for use In, by or in connection with the Licensed Program, any Information collected,
and/or any analysis of any such information conducted by the Licensed Program.
6, PAYMENT OF FEES, Tho Customer will be billed for ¥2 of the fees spacifted In ihe applicable License Agreement on date of first
onboarding ($8,000). Customer shall pay all Fees within ninety-five (95) days after the date of ZenCity's tnvolce, Six (6) Months after
ihe Effective Date the customer will be billed for ihe 2nd % of the fees specified in the applicable License Agreement ($8,000), The
2nd billing wii be due within (80) days after the date of the invoice.
7. TERM & TERMINATION '
7.1. Subject to compliance with all terms and condltions, the term of this Agreement shall be from the Effective Date and shail
continue until the End Date specified on page one (1) of the Agreement {the "Term") unless terminated earller In accordance
with the terms and conditions of this Section 7, After the first Term, this agreement shai] be aulomatically renewed every year
with same terms and conditlons, unless expressly terminated by written notice by one party to the other three {3} months
hefore the automatic renewal date, if elther party materially breaches any term of thls Agreement and falls to cura such
breach within thirty (30) days after notice by thenon-breaching parly (ten (10) days In the case
of non-paymeni), the non-breaching parly may terminate this Agreement Immediately upon notice.
7.2. Customer will be able to terminate thls contract six (6) months after the effective dale. To do so, Customer must provide
written notice to the company no later than 30 days prior to the six month anniversary dale. If Customer will not notify by that
time, ihe contract will continue according to section 7.1,
7.3. Upon termination, Customer will pay In full for the Licensed Program up to and including the effective date of termination.
Upon any terminatton of thls Agreement: (a) the license of the Licensed Program hereunder shall Immediately terminate; and
(b) each party shall return to the other party or, at the other party's option, destroy all Confidential information of the other
party in its possession.
7.4. All sectlons of this Agreement which by their nature should survive terminatlon will survive termination, including, without
limitation, accrved rights to payment, confidentiality obtigations, warranty disclalmers, and limitatlons of lability.
8, WARRANTY AND DISCLAIMER
8.1, ZenCity represents and warrants that: () it has all right and authority necessary to enler into and perform thls Agreement; and
(il) the Licensed Program shall perform in accordance with generally prevailing Industry standards,
8.2, Customer represents and warrants that ()) il has all right and authority necessary to enter Into and perform this Agreement; (ll) It
owns all tight, {itle, ‘and Interest in and to all data provided to ZenCily (if any) for use in connection with this Agreement, or
possesses the necessary aulhorization thereto; and (il) ZenCily's use of such materials In connection herawith will not violate
the rights of any third party,
8.3, ZENCITY DOES NOT WARRANT THAT USE OF THE LIGENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE}
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED
PROGRAM. EXCEPT AS SET FORTH IN THIS SECTION 8, THE LICENSED PROGRAM IS PROVIDED "AS IS" AND ZENCITY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ZENCITY DOES NOT
WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE
FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTOMER'S REQUIREMENTS,
9, LIMITATION OF LIABILITY, NEITHER PARTY, NOR {TS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER THEORY: (A) FOR
ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES OR LOSS OF BUSINESS; (8) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY'S
AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE LICENSED
PROGRAM UNDER THIS AGREEMENT JN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY,
40, MISCELLANEOUS, Capitalized terms not otherwise defined In these Terms and Conditions have the meaning sei forth In the
applicable License Agreement. Neither parly shall be held responsible or liable for any losses arising out of any delay or fallure in
performance of any part of this Agreement, other than payment obligations, due to any acl of god, act of governmental authorily, or
due to wer, riot, labor difficulty, fallure of performance by any third party service, utilities, or equipment provider, of any other cause
beyond the reasonable control of the party delayed or prevented from performing, ZenCity shall have the right to use and display
Gustomer's logos and trade names for marketing and promotional purposes In connectlon with ZenClty‘s website and marketing
materials, subject to Customer's trademark usage guidelines (as provided to ZenCity). If any provision of thls Agreament Is found to
be unenforceable or Invalid, that proviston will be iimited or eliminated to the minimum extent necessary so that this Agreement will
otherwise remain in full force and effect and enforceable, This Agreement is not assignable or transferable by either party without
the other party's prior written consent, provided however that elther parly may assign this Agreement fo a successor to all or
substantlally al] of its business or assets. This Agreement (including the License Agreement) Is the complete and exclusive
slatement of the mulual understanding of the pariles and supersedes and cancels all previous \witten and oral agreements,
communications, and other understandings relating to the subject matter of thls Agreement. All waivers and modificatlons must be
in a writing signed by both parties. No agency, partnership, Joint venture, or employment Is created as a resuit of this Agreement
and neither party has any authority of any kind to bind the other party In any respect. In any action or proceeding to enforce rights
ZENCITY TECHNOLOGIES LTD, LICENSE AGREEMENT
under ibis Agreement, the prevailing party wilt be entitled to recover costs and attorneys' fees, All notices under this Agreement will
be In writing and will be deemed to have been duly given when received, if perscnally delivered; when receipt Is electronically
confirmed, If transmitted by facsimile or e-mail; the day alter it is sent, if sent for next day delivery by recognized overnight delivery
service; and upon receipt, If sent by certified or registered mail, return receipt requested, This Agreement shall be governad by the
laws of the State of ___ without regard to {ts conflict of laws provislons and the competent courts in the city of ___, shalf have
exclusive jurisdiction to hear any disputes arlsing hereunder.
ZENCITY TECHNOLOGIES LTD, LICENSE AGREEMENT