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HomeMy WebLinkAbout23-059 - PolicyMap - Subscriber AgreementPO CY U14/ 23-059 Council Approval N/A .PolicyMap , 100 / v 1315 Walnut Street *Suite 1500. Philadelphia, PA 19107 • U.S.A. Phone 866.923.6277 • Fax 215.574.59(10 • Email info@yolicyntap.com Premium Subscriber Agreement Order Form Effective Date: March 31, 2023 Premium Subscriber Subscriber Type of organization Postal Address Street Address City of Tu.kwila, WA Local Government 6300 Southcenter Blvd, #100 City/State/Province Tukwila, WA Zip/Postal Code 98188 Country USA Primary Contact for Subscriber Name "Title 'Telephone Fax Email Neil 'Tabor Senior Planner (206) 431-3659 N/A NeilTabor@TukwilaWagov Address City 5 tate/Provi tCC Zip/Postal Code Country 6200 Southcenter Blvd. Fukwila Washington. 98188 USA Contact (if ditTerentl Name "Title Telephone Fax Email Address City State/Province Zip/Postal Code Country Su tscri )tion Subscription. Type Effective Date Start Date Initial "Tenn .Renewal Tertn(s) Fees (USD$). .Payment Terms Authorized Users Authorized User A ut horized User Authorized User Authorized User Authorized User Authorized User A ut horized User A ut horized User Authorized User Authorized User Polio .Ma .Prernitn S •:tscri tion March 31, 2023 March 31, 2023 15 Months if signed by..3/31/2023 112 Months if signed after 3/31/2023 One year each See Schedule A License Fee Amount due within. 45 days of sigig. Fees for each Renewal Term will he in.voiced 60 days in. advance.. Up to 10 Authorized Neil Tabor Nancy Eklund sem omni ed, each of whom must he named and email address provided: 2017-11-01 Subscriber Agreement Email Neii;.:1a1I9r*'11Iik,vKi14Wa.g.1?!' Email Email Email Email Email Email Email Email Email Nancy.Eklund@TukwilaWa..gov Skznatures 7Fhe parties execute this Prerniurn Subscriber Agreement, which consists of this Order Form and any other Order Forms signed by the parties, and the coins and Conditions, as of the Effective Date. PolicyMap Signature Name Title Date PolicyMap, Inc. 3/99/9093 Nfl7,004flPremkanS6scriherAgreemem. 2 Premium City of Tukwila, WA Subscriber Signature Narne 7ritle Date eSignedviaSearnlessDocs.com eta/ @-e-e/tto-jc No'FL .e6 4r2b be6a sb,asoc15.7517"" DCD Director 3/29/2023 APPROVED AS TO FORM BY ASSISTANT CITY ATTORNEY ON 3/30/23 APPROVAL ON FILE. PolicyMap, Inc. Premium Subscriber Agreement Terms and Conditions This Premium Subscriber Agreement including the attached Schedules hereto (collectively, "Agreement") is made and entered into as of the Effective Date set forth on the Order Form, by and between PolicyMap. Inc ("PolicyMap"), a 'Pennsylvania Benefit Corporation, and the individual or entity identified in the Order .Form ("Subscriber"). 'This Agreement and the terms of use (the Terms of Use") on 'PolicyMap's website and services (collectively, the "Service") shall governthe terms and conditions of Subscriber's access to and otic of the Service, including the use of the ,data and other information available on the Service. 1. LICENSE AND PERMITTED USES The Service includes and provides access to and use of 'PolicyMap's data warehouse and mapping tools to provide Subscriber with online access to data, tables, charts, reports and maps, all of which are the proprietary and intellectual properties of PolicyMap and its suppliers. The Service is protected by the terms of this Agreement as well as domestic and foreign contractual and intellectu.al property laws including but not limited to copyright, trademark, patent, and trade secret laws. Access to and use of the Service shall be governed by the terms of this Agreement and the Terms of Use. In. the event of any conflict between this Agreement and the Terms of Use. this Agreernent shall control. 1.2. Upon both parties signing this Agreement, and subject to PolicyMap receiving payment in full, 'PolicyMap grants to Subscriber a non-ex.clusive, tron-tran.sferable, non-sublicensable, limited license to access and u.se the Service for the term of the subscription as identified in the Order Form (unless this Agreement or the Terms of Use are terminated sooner) for. Subscriber's internal business purposes only. Subscriber will identify each user (each, an "Authorized User") in the Order Forrn or by any other process identified by 'PolicyMap. 'The number of Authorized Users may not exceed the limit stated in the applicable Order Form. Subscriber is responsible for the actions and omissions of its Authorized Users as if they were the actions and omissions of Subscriber. 1.3. Subscriber and its Authorized 'Users may not do any of the following that PolicyMap specifies as prohibited (each, a "Prohibited Use"), including but not limited to: 1.3..1.. .Decompile, reverse engineer, disassemble or createderivative works of the Service; 1.3.2.. Remove or obscure any proprietary notices including, but not limited to, any and all copyright, trademark and. patent designations contained in the Service; 1.3.3.. Use the Service for advertisingor exploitation. 1.34.. Rental, lease, sell or resell the Service or access to the Service or use of the Service; 1..3.5. 'Market, sell or make commercial use of the Service other than for Subscriber's own, direct benefit; or 1.3.6.. Systematically collect and use any data or information on or from the Service, including by means of any data spiders, robots, or similar data gathering, mining or extraction methods.. 1 A. Subscriber may provide PolicyMap with datasets for upload, as listed in Schedule A ("Subscriber Data"). The Subscriber Data (if any) will only be made available through Subscriber's own internal access and will not be redistributed to the public, unless specified otherwise by the Subscriber. PolicyMap will take reasonable steps to treat all Subscriber Data uploaded into 'PolicyMap on behalf of Subscriber as private and confidential. All right, title and. interest in and to the Subscriber Data shall be retained by Subscriber. If Subscriber wishes to change the confidential treatment of Subscriber Data, Subscriber tnust notify PolicyMap in writing. 1.5. All trade names, marks, logos, page headers, custom graphics, button icons and domain names (collectively, Tradernarks") of each party remain the Trademarks of such party.. Each party grants the other party sufficient rights to use the other party's Trademarks solely to implement this Agreement and advertise the business relationship between the parties. Any and all goodwill generated. by use of a Trademark owned by a party shall be for the benefit of that party. 2. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES 2.1. Subscriber represents, warrants and covenants that Subscriber and its Authorized Users will: 2.1.1. use the Service in accordancewith this Agreement and the Terms of Use; 20 t7, 0 0 -0 0 Premium Subscriber Agreement 2..1.2.. at all tithes comply with all applicable laws, rules an.d regulation.s in using the Service; 2.1.3. not knowingly or otherwise introduce to or through the Service any viruses or other items of a destructive natufe. 2.2 Subscriber represems, warrants and covenants that the Subscriber Data does not violate or infringe the intellectual property rights or other rights of any third party. 3. OBLIGATIONS 3.1. .PolicyMap will offer reasonable levels of continuing support to assist Subscriber and its Authorized Users in the use of the Service...PolicyMap will provide a help page accessible to all Authorized Users on the the Service.71he help page will provide access to materials, which may include a training manu.al, video tutorials and a help blog, as well as access to PolicyMap's help ,desk via email or telephone. .PolicyMap's sole liability and Subscriber's sole remedy for any breach of PolicyMap's Warranties is that PolicyMap will use reasonable efforts to promptly correct any failure of the Service to operate in. the manner ,documented by .PolicyMap in. the help pages and written documentation created and provided by PolicyMap. 3.2. .PolicyMap will provide appropriate training to Subscriber and. its Authorized 'Users relating to the useof the Service. PolicyMap will provide regular system and project updates to Subscriber as they become available. 3.3. Subscriber shall use reasonable efforts to limit the Service access to its Authorized Users. If a party learns of any Prohibited Uses, it will notify the other party, and. the parties will thereafter cooperate to identify and use reasonable efforts to terminate the Prohibited Use. PolicyMap may suspend access to the Service' while diagnosing and trying to resolve any .Prohibited Use, iu. which case. PolicyMap shall use reasonable efforts to contact the Subscriber prior to any suspension of access and, if applicable, to restore access promptly following successful resolution of the matter. 3.4. As part of the subscription process, Subscriber (through its Authorized Users) shall maintain a passwordand a subscriber ID. Subscriber shall provide PolicyMap with certain registration infonhation, all of which must be accurate andupdated as appropriate. Subscriber shall be responsible for maintaining the confidentiality of all passwords of Subscriber and its Authorized 'Users. Subscriber shall immediately notify .PolicyMap of any known or suspected breach of security, including loss, theft or unauthorized disclosure of a password. 3.5. Subscriber is responsible for all usage or activity with Subscriber's subscription, including, but not limited to, use of Services by any Authorized User. Inthe event Subscriber wishes to delete or substitute Authorized Users, Subscriber shall notify .PolicyMap in accordance' with .PolicyMap's current process, and .PolicyMap will then cancel any deleted ID and password, or substitute one Authorized User for a new one. By adding Authorized Users beyond the upper limit stated on the Order Form, Subscriber consents to paying the additional fees then charged by .PolicyMap for the larger number of Authorized Users. 3.6. The Service contains Terms of Use that notify Authorized Users of the Permitted Uses and Prohibited Uses. Authorized. Users will not be required to click -through the Terms of Use in order to access the Service. 3.7. PolicyMap makes reasonable efforts to remain compliant with Section. 508 of the .Rehabilitation. Act of 1973 (29 .U.S.C. §794d), as amended. 3.1(. Each party (the Indemnitor.") agrees to indemnify and hold harmless the other party (the Indemnitee") for any losses, claims, damages, awards, penalties, or injuries incurred by the Indemnitee fin.cluding reasonable attorney's fees)that result from a third party's allegations or claims that the Indemnitor infringed the copyright or other intellectual property rights of the third party bringing the claim ("Claim"). The Indemnitee shall promptly notify the In,demni tor in writing of any Claim.. The Indemnitor shall have the sole right to defend such Claims at its ownexpense, while the Indemnitee shall provide, at the Indemnitors expense, such assistance in investigating and defending such Claims as the Indemnitor may reasonably request. After the Inderhnitor accepts the Claim, an Indemnitee may have its counsel assist counsel for the Indemnitor in an advisory capacity at the Indemnitees sole cost and expense. This indemnity shall survive the termination of this Agreement. 4. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY 4.1 SUBSCRIBER AGREES 71.'i -IAT USE OF THE SERVICE IS Al SUBSCRIBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS -IS" AND "AS AVAILABLE" BASIS. POLICYMAP IS NOT RESPONSIBLE FOR PRIMING, TYPOGRAPHICAL OR OTHER .ERRORS. 20 17, 0 0 -0 0 Premium Subscriber Agreement 4 4.2 NEITHER .POLICYMAP NOR ANY OF .POLICYMAPS LICENSORS, SUPPLIERS OR BUSINESS PARTNERS REPRESENT OR WARRANT THAT '.THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES .POLICYMAP OR ITS SUPPLIERS OR BUSINESS PARTNERS MAKE ANY REPRESENTATIONS OR .WARRANTIES ABOUT '.THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, .PERFORMANCE OR SUITABILITY OF 71HE SERVICE OR ANY DATA. 4.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE .PURSUANT TO APPLICABLE LAW, POLICYMAP AND EACH OF POLICYMAPS SUPPLIERS AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT .LIMITED To, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. 4.4 UNDER NO CIRCUMSTANCES SHALL POLICYMAP OR ANY OF .POLICYMAPS SUPPLIERS, BUSINESS PARTNERS, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, BE LIABLE .FOR ANY, .PUNITIVE. EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING FROM OR IN CONNECTION WITH 7THE SERVICE, REGARDLESS OF ANY 7THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE .POSSIBILITY OF SUCH DAMAGES. 4.5 In. the event that PolicyMap is liable for any damages directly arising in cotniection. with the Service or this Agreement, the aggregate liability of PolicyMap shall tiot exceed the amounts actually paid to PolicyMap by Subscriber, if any, for the one-year period preceding the first event that gave rise to such damages. 4.6 APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, SO THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO SUBSCRIBER. THE .LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE INDEPENDENT AND SHALL SURVIVE ANY FAILURE OF ANY REMEDY (EXCLUSIVE OR OTHERWISE). 5. TERM, TYPE AND PRICE 5.1. 711e term of Subscriber's subscription and start date are stated on the Order Form (the "Initial 'Tenn"); provided that Subscriber's subscription shall not be activated unless and until PolicyMap is in receipt of a fully -executed copy of this Agreement. PolicyMap will provide Subscriber an opportunity to renew the subscription 6(1 days prior to the expiration of this Agreement at PolieyMap's then -current prices (each, a ".Renewal 7Iertn") or any previously agreed to price as noted on the Order Folly'. 'The Initial 71"erm and any Renewal 71"erms shall he collectively referred to as the "Term." If Subscriber chooses not to renew its subscription, it must notify .PolicyMap within 30 days of the expiration of the Term in order to cancel the subscription. If PolicyMap does not receive notice of cancellation. 30 days prior to termination, the subscription will automatically renew for another Renewal Terni. 5.2. In the event that either party believes that the other party materially has breached any obligations under this Agreement, or if PolicyMap believes that the Subscriber has exceeded the scope of the license grantedby this Agreement, the non- hrcaching party shall notify the breaching party in writing. The breaching party shall have ten. (10) calendar days from the receipt of notice to cure the alleged breach and to notify the non -breaching party in writing that cure has been effected.. If the breach is not cured within the ten (10) calendar day period, the non -breaching party shall have the right to terminate this Agreement without further notice.. 5.3. rheprices for the Service are listed on each applicable Order Form signed by the parties, and on Schedule A. 'Unless otherwise set forth on an invoice or an Order Form, all fees are due upon receipt of invoice and shall be paid to .PolicyMap. Inc., 1 315 Walnut St, Suite 1500, .Philadelphia PA 19107, Attn: Accounts .Payable (or any other address subsequently specified by PolicyMap) within. 45 days of the date of the invoice A late fee of 1.5% will be applied to any invoice not paid within 45 days.. 6, GENERAL 6.1. Neither party shall assign its rights, duties, or obligations under this Agreement to any person or entity, in whole or in. part; provided however that either party may assign no less than all of its rights under this Agreement to a successor entity as a result of a merger, acquisition or re -organization.. Any permitted assignmem shall he effective upon receipt of written notice by the non -assigning party. 6..2. If any provision of this Agreement is found by any court or other tribunal of competent jurisdiction to be invalid or u.n.enforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affectedby such invalidity shall remain in full force and effect. Either party's failure to exercise or en:force any right or provision of this Agreement will not be deemed to he a waiver of such right or provision. 6.3. If the Subscriber maintains its principal office in the 'United States, then. the law of the State in which Subscriber's 20 17, 0 0 -0 0 Premium Subscriber Agreement 5 principal office is located, as well as 'United States federal law, shall govern this Agreement, without reference to any conflicts of laws principles. If Subscriber maintains its principal office outside the United States of America, then the law of the Commonwealth of Penn.sylvania, and the 1.e.deral law of the 'United States of America, shall .govern. this Agreement, without referen.ce to any conflicts of laws principles. The U.N. Cmvention. on. Contracts for the International Sales of Goods shall not apply to this Agreement. 6.4 Any controversy or claim between the parties or arising out of this Agreement, its performance or breach shall he determined by one arbitrator in binding arbitration. administered by the American Arbitration Association pursu.ant to its Commercial Arbitration Rules. The arbitration hearings will be conducted, and all testimony will he entered, via audio co ference and video conference, and there shall be no in-person hearings. The arbitral award will be final and. binding on the parties, and rnay be entered andenforced in. any court of competent jurisdiction. .However, if Subscriber is an. institution of a State in. the 'United States, and if the laws of the State require that any dispu.te be brought in. a court of the State, then. any dispute will be brought in a court of competent jurisdiction in that State pursuant to such laws. 2017- 0 0 -0 0 Premium Subscriber Agreement 6 Schedule A Premium Subscription Order Details Premium Subscription — For 1-10 Authorized Users as listed on. Order .Forins. $5,376.32 for Initial Term: 15 Months Access if Signed by 3/31/2023 12 Months Access if Signed After 3/31/2023 Optional Renewal Year 2: $5,537.60 for 12 -month access term Includes: • All data (public and private datasets) • All functionality (mapping, charts, reports, cu.storn regions, download data) • Ability to self-service upload unlimited amounts of your own. address -based data using the spreadsheet data loader. Total: $5,237.60 2017- 0 0 -0 0 Premium Subscriber Agreement 7 POLI CYMAP PLATFORM AVAILABILITY, SUPPORT AND DATA SECURITY "Platform Availability" means the percentage of hours in. a calendar mouth that the Service is available, excluding scheduled maintenance and/or critical maintenance ("Maintenance"). PolicyMap will use reasonable efforts to make the Service available 24 hours per day, 7 days per week, with the ex.ception. of Mannenance periods. PolicyMap will provide Subscriber notice of any Main.tenance and will use reason.able efforts to limit extended periods of .Main.tenance to Saturdays and S un.days, between 11 pm and 2 am !US Eastern tirne. Any Service downtime that is explicitly the responsibility of PolicyMap's hosting provider (initially. Amazon), and is acknowledged by the hosting provider, counts as .Main.tenance time and not against the reimbursement schedule below. PolicyMap fails to meet the Platform Availability standards during any calendar month, then PolicyMap will provide Subscriber a credit as a percentage of that calendar month's Service .Fees ("Credit") as shown below. Credits may only be applied. against subsequent Service fees. Credits ased on Platfonii Avai a i i Platform Availability during a Calendar Month Credits 99..5% - 100..0% 96..5% - 99.4% -0- 15% of that calendar tnonth's Service fee 94.0% - 96.4% 20% of that calendar month's Service fee ‹. 94% 504 of that calendar month's Service fee Should the S11.1) Seri ber's Service fail to comply with .PolicyMap's documentation (independent of any Platfonn Availability issues pursuant to the above provisions). then Subscriber must promptly contact .PolicyMap's support team by telephone or email to request support services ("Support"), and .PolicyMap's Support team will review the notice, assign a level of response ("Level"), an.d respon.d, as follows. ___Lsvel Level One Level Two Level 7I'bree ilitift1I1 Basic ad.rninistrative request or identification of non- material or 1101i -critical errors in the service intermittent Service availability that is minimally disruptive to Service use, Total service unavailability; intermittent service availability that is materially disruptive to service use. kAMIIrt Walitatiiitl. 9 am -5 pm .Monday- Friday* 9 am -5 pm Monday- Friday* 24 hours/day, 7 days/week ROINILKIIIII : Ackn.owledgernen.t of Support request within two business days; ticket added. to current application. development c • de; resoltitioninsuhsec ueut release.. Acknowledgement of Support request within. 12 hours; Policy.Map will devote resources to resolve issue; resolve ASAP (and if possible no later than 24 hours after acknowledgemen.Q. Acktiowledgerneta of issue within 1 hour; resolve ASAP (and if possible no later than 12 hours after acknowledgement). 2:41111LgeLlIall_i .None. Upon Upou resolutiou. !Within 1 hour after initiation of response; upon. reso • ion. *AII times are US Eastern local time. acrd available days exclude US federal holidays. For Support requested outside of specified. hours, requests will be initiated on the next )usiness day. Statement on Data Security: PolicyMap (which includes all Services including site licenses), and all associated data as of the Effective Date are hosted on. Amazon's Web Services infrastructure, at a hosting facility located in .Northern. Virginia. Our database development group maintains the security of the Service production application and. all associated data via firewall facilities provided by the Amazon. Web Service. Only ports 80 and 443 are publicly accessible, which is consistent with standard implementation. of World Wide Web protocols. The software delivering data from these ports is routinely scanned by Security Metrics for PCI compliance or compliance with similar metrics. Administrative access to servers hosting the Service at the hosting provider is currently done through the Secure Shell program (also known as SSH) as of the Effective Date, which implements encrypted communication between the administrator an.dthe machine being administered. 1'he SSE1 server is the only inechanisrn for data to be uploaded to PolicyMap systems at the hosting provider, and also the only mechanism for direct administration. of the hosting provider's environment. Access to the SSH server's port on all systems is strictly limited to the IP addresses of the PolicyMap offices in. Philadelphia. Baltimore and Los An.geles, and the ability to access and use the SSH server is limited to those personnel having a need for such access. All development personnel are required to sign.PolicyMap's form of nondisclosure agreement. 20 17, 0 0 -0 0 Premium Subscriber Agreement