CONTRACT 6739 Vender Agreement9/5/23, 10:13 AM
(1) New Messages! Agreement No. 6739
Last modified., September 20, 2022
Please review these terms (the "Agreement") carefully. By
accessing or using the Self -Serve Services offered by Hootsuite
Inc. ("Hootsuite", "we" or "us"), you are confirming that you
have read, understand and accept this Agreement. This
Agreement can be updated from time to time as set out in
Section 37 below. You are responsible for regularly reviewing
the most current version of this Agreement, which is published
at: https. www.hoot uite.c legal terms, though we will
notify you of any changes that, in our sole discretion, materially
impact this Agreement. Continued use of the Self -Serve
Services after any such changes have been made will
constitute your consent to such changes. When we change this
Agreement, we will update the "Last Modified" date above.
This Agreement applies to the "Self -Serve Services", which are
services that you access or purchase through our website or
mobile applications (this does not include Hootsuite's
Enterprise and Business plans), as further defined below. The
terms that apply to Hootsuite's Enterprise and Business plans
are available at htt s-:,&w-ww.hootsmite.com/legai/ente prise -
terms. Other terms may also apply to your use of the Self -Serve
Services, such as the Acceptable Use Rules and the App
Directory Terms of Use.
By using our Self -Serve Services, you confirm that:
A. You will only use our Self -Serve Ser Pssst. Want to see a demo? Q
professional reasons;
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B. You are at least 18 years old or otherwise able to enter into
a legally binding agreement;
C. You accept and will comply with this Agreement;
D. If you are using our Self -Serve Services as a representative
of an organization, you have the power to enter into legally
binding agreements for the organization; and
E. You are responsible for anyone that uses our Self -Serve
Services through your account, such as your employees,
consultants or contractors ("Authorized Users").
Hootsuite Terminology
1. We use capitalization for terms that have a special
meaning in this Agreement. While some terms are defined
elsewhere, this section sets out the definitions of some key
terms.
"Content" is a generic term that means all information and
data (such as text, images, photos, videos, audio and
documents) in any format that is uploaded to, downloaded
from or appears on our Self -Serve Services.
"Customer Content" is Content that you or your Authorized
Users provide to us, or upload to our Self -Serve Services.
"Mentions" are the Content that a third party (in other words,
someone other than you, your Authorized Users or Hootsuite)
creates and that we obtain on your behalf and at your
instruction from Social Networks or other Third -Party Services
that you connect to our Self -Serve Services. For example, posts
created by your followers that appear on your Facebook page
would be considered Mentions.
"Self -Serve Services" means our websites, such as
hootsuite.com (and all its current and future subdomains), and
mobile applications, and any services that you access or
purchase through our websites or mobile applications, but do
not include (a) Hootsuite's Enterprise and Business plans,
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which are governed by different terms; or (b) Third -Party
Services (see below for how we define those) that you access or
use in connection with our services.
"Third -Party Services" are services that are not provided by
Hootsuite but that you may access or use in connection with
our Self -Serve Services. They include the "Social Networks",
which are the social networking sites supported by our Self -
Serve Services (such as Twitter, Facebook, Linkedln and
Instagram), as well as the extensions and applications available
in the Hootsuite App Directory (http://apps.hootsuite.com).
"you", "your", "Customer", and similar terms mean the person
or legal entity accessing or using the Self -Serve Services. For
the avoidance of doubt, if you are accessing and using the Self -
Serve Services on behalf of a company (such as your employer)
or other legal entity, "you", "your" or "Customer" means the
company or other legal entity that you are using the Self -Serve
Services on behalf of.
Hootsuite's Self -Serve Services
2. Subject to the rest of this Agreement, we will allow you
and your Authorized Users to access and use our Self -Serve
Services in the way set out in the plan you subscribed to. You
may not use or access the Self -Serve Services in any other way,
such as using robots, spiders, crawlers and scraping
technologies.
3.Our Self -Serve Services evolve constantly. We may change
our Self -Serve Services, such as by changing, adding or
removing features at any time, for any reason. We may or may
not provide notice of those changes to you. We will not be
liable to you or any third party for the modification, price
change, suspension or discontinuance of any of our Self -Serve
Services.
4.Our Self -Serve Services interact with Social Networks and
depend on the availability of those Social Networks and the
features and functionality they make available to us, which we
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do not control and may change without notice. If at any time a
Social Network stops making some or all of its features or
functionality available to us, or available to us on reasonable
terms as determined by Hootsuite in its sole discretion (each an
"API Change"), we may stop providing access to those features
or functionality and we will not be liable to you or any third
party for any such change.
Acceptable Use Rules
S. You and any Authorized Users using your account must
comply with the Acceptable Use Rules and all laws. If we
reasonably believe that you have breached the Acceptable Use
Rules or any applicable law, we may, at any time and without
notice, remove any of your Content and suspend, restrict or
terminate your account or your access to the Self -Serve
Services.
Customer Content
6. You are solely responsible for Customer Content. We may,
but do not have to, review, filter, block or remove Content,
including Customer Content.
Submitted Content
7. If you use the Self -Serve Services for contests or otherwise
ask people to submit Content through the Self -Serve Services
("Submitted Content"), you acknowledge and agree that:
(A) the Self -Serve Services do not help you comply with any
laws, rules, or regulations that may apply to your collection or
use of Submitted Content, which is solely your responsibility;
and
(B) we will not be liable to you or any third party for the
Submitted Content, and we make no warranty that any
Submitted Content obtained or displayed through the Self -
Serve Services is accurate or complete.
Account Information
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8. You are responsible for the completeness, security,
confidentiality and accuracy of the account information you
provide to us. You will promptly notify us of any unauthorized
access to or use of your log -in credentials or account.
Content and Third -Party Services
9. We are not responsible for Content provided by others,
including Mentions and Content from Third -Party Services
(such as Content from Social Networks and Content in apps
from the App Directory). You and anyone else who accesses our
Self -Serve Services may access Content that might be unlawful,
offensive, harmful, inaccurate or otherwise inappropriate. We
will not be liable to you or any third party for Content provided
by others.
10. If you access or purchase a Third -Party Service through
our Self -Serve Services, you do so at your own risk. Your
relationship with the Third -Party Service provider is an
agreement between you and them. You specifically understand
that we are not responsible for Third -Party Services and will not
be liable to you or any third party for any losses or damages
resulting from your use of Third -Party Services.
11. If you access or enable a Third -Party Service, you grant
them permission to access or otherwise process your data as
required for the operation of the Third -Party Service. We are
not responsible for disclosure, use, change to or deletion of
your data and will not be liable to you or any third party for
access to your data by a Third -Party Service.
12. When you access the App Directory and install or use one
or more apps available there, you also agree to the App
Directory Terms.
13. We may, but do not have to, preview, verify, flag, modify,
filter, block or remove Third -Party Services. You must comply
with all agreements and other legal requirements that apply to
Third -Party Services.
Privacy & Data Protection.
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14. We may collect certain information about you and
individuals associated with you, such as your employees, in
connection with your use of the Self -Serve Services. This
includes account information, usage data, and customer
support questions as further described in our privacy policy
(mLww.hootsuite comllegal privacy_). If your use of the Self -
Serve Services includes the processing of Content that contains
information about European or California individuals, you may
enter into a Data Processing Addendum ("DPA") with Hootsuite
byvisitinghttps-,#www.hootsuite.com/Igal/data-processing.:
addendum to access a pre -signed Hootsuite DPA. Once we
receive your signed DPA, this becomes legally binding and
forms a part of this Agreement.
Confidentiality
15. If we share non-public information about Hootsuite or our
Self -Serve Services with you, you must keep it confidential and
use reasonable security measures to prevent unauthorized
disclosure of or access to that information.
Intellectual Property
16. Customer Content. You retain your rights to any Customer
Content you submit, post or display on or through the Self -
Serve Services. You grant us a non-exclusive, worldwide,
perpetual, irrevocable, transferable, sublicensable, royalty -free
license to use, host, run, copy, reproduce, process, adapt,
translate, modify, publish, transmit, display and distribute
Customer Content for the purposes of providing, supporting,
enhancing, and developing our products and services.
17. Feedback. We welcome your suggestions, comments, bug
reports, feature requests or other feedback ("Feedback"). We
do not have to keep Feedback confidential, even if you tell us it
is confidential. If you provide Feedback, you grant Hootsuite a
non-exclusive, worldwide, perpetual, irrevocable, transferable,
sublicensable, royalty -free, fully paid -up license to use the
Feedback for any purpose.
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18. Self -Serve Services. We keep all rights and interests in our
Self -Serve Services. The Self -Serve Services contain Content
owned or licensed by Hootsuite ("Hootsuite Content").
Hootsuite Content is protected by copyright, trademark,
patent, trade secret and other laws, and, as between you and
Hootsuite, we own and retain all rights in the Self -Serve
Services and in any Hootsuite Content.
Payment Terms, Trials and Renewal
19. Fees and Trials. You must pay all fees for the Self -Serve
Services you purchase, except for Self -Serve Services that we
expressly offer free of charge. If you sign up for a free trial of a
paid Self -Serve Service, we may require you to provide a valid
credit card or other payment method. We will charge you
automatically on the first day after the free trial is over, unless
you cancel or downgrade to a charge -free service and uninstall
any paid apps before the end of the free -trial period.
20. Paid Services. The Hootsuite Online (Payment Terms
apply to your purchase of any paid Self -Serve Services.
21. Auto -Renewal of Self -Serve Services. Self -Serve Services
plans will renew automatically at the end of the term (which
may be monthly or annually, depending on the plan you chose
when you purchased our Self -Serve Services), and we will
automatically bill you on renewal unless you cancel or
downgrade our Self -Serve Services under Section 23 below.
22. Taxes. You are responsible for paying all taxes on all fees
that you pay to us. Local taxes may differ based on your
payment method.
Cancellation and Termination of Self -Serve Services
23. You may cancel or downgrade your Self -Serve Services
plan at any time by following the steps outlined here:
https: hel-.hootsuite,.com/hcyen-us/`article 260804249 .50. If
you cancel (or downgrade) paid Self -Serve Services, you must
continue to pay for the rest of your plan term and you are not
entitled to a refund.
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24. We may refuse to provide service (including the Self -
o
Serve Services) to anyone for any reason at any time. We may
also immediately suspend or terminate your access to our Self -
Serve Services for any reason, at any time, without notifying
you in advance. If we terminate this Agreement because you
violated the Acceptable Use Pules or any other part of this
Agreement, you will not receive a refund. If we terminate your
access to the Self -Serve Services under this section for no
reason, we will refund you for the Self -Serve Services you have
not yet received.
Disclaimer of Warranties and Limitation of Liability
25. We offer our Self -Serve Services "as is" and are not
making any warranties, conditions, representations or
guarantees of anv kind. whether express. implied. statutory
aesign, mercnanzamimy, ritness ror a pariicuiar purpose, tale,
quality and non -infringement, that our Self -Serve Services
will meet your requirements or that our Self -Serve Services
will always be available, accessible, uninterrupted, timely,
secure, accurate, complete or error -free. Use our Self -Serve
Services at your own risk. You hereby release us and our
affiliates and the directors, officers, employees, agents,
licensors and service providers of Hootsuite and our affiliates
(the "Hootsuite Parties") from any claims, known or
unknown, you have against them.
26. We will not be liable for indirect, punitive, incidental,
special, consequential or exemplary damages, or for loss of
profits, goodwill or data or other intangible losses, that result
from the use of, or inability to use, our Self -Serve Services or
any other aspect of this Agreement. Under no circumstances
will we be liable for any Third -Party Services, Social Networks
or activities of third parties, any connection to or
transmission from the Internet, or for any damage, loss or
injury resulting from hacking, tampering, theft or other
unauthorized access to or use of our Self -Serve Services or
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your account or the information contained in your account,
including Customer Content.
27.Our aggregate liability to you for all losses or damages
arising out of this Agreement or your use of our Self -Serve
Services, even if we have been advised of the possibility of
such losses, will not exceed the greater of the fees we
received from you for our Self -Serve Services that are subject
to the claim during the three-month period immediately
preceding the date on which the damages arose and
USD$100. The limitations of liability in this section also apply
to the Hootsuite Parties and to claims brought based on any
cause of action, including breach of contract, tort (including
negligence), statute or other legal or equitable theory. If
there is a law that limits how the limitation of liability in this
section applies to you, our liability will be limited to the
fullest extent permitted by law.
28. No advice or information, whether oral or written,
obtained from us or elsewhere will create any warranty or
condition not expressly stated in this Agreement.
29.Our prices are set based on limitations of liability and
the disclaimers of warranties in this section. You
acknowledge that they will survive and apply even if found
to have failed their essential purpose.
30. If you are dissatisfied with our Self -Serve Services or
believe that you've been harmed by your use of our Self -
Serve Services or this Agreement, you may terminate your
use of our Self -Serve Services (as set out above). That
termination is your sole and exclusive remedy (and our sole
and exclusive liability) under this Agreement.
Claims and Disputes
31. The laws of the Province of British Columbia and
Canadian law applicable in British Columbia will govern any
dispute, cause of action or claim arising out of this Agreement
or your use of our Self -Serve Services, including against any
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Hootsuite Party ("Dispute"), without giving effect to conflict -of -
law principles.
32. You will indemnify and hold harmless the Hootsuite
Parties from and against all losses, damages, penalties, liability
and costs, including reasonable legal fees, of any kind or nature
related to any claim against a Hootsuite Party related to: (a)
Customer Content or Submitted Content; (b) your breach of
this Agreement or any laws; or (c) your use of our Self -Serve
Services or any Third -Party Services (including your breach of
terms for any Third -Party Services).
33. If you breach this Agreement or violate our rights or
another person's rights, we may ask a court to stop you; if we
bring a claim against you, you will reimburse us for our
reasonable legal fees for that claim.
34. If you have any kind of Dispute with us, the exclusive
means of resolving it will be by confidential, binding arbitration
before a single arbitrator chosen by you and Hootsuite. You will
give notice of your Dispute to us in writing. If we do not decide
together on an arbitrator within 15 days after we receive that
notice, we both agree to ask the British Columbia International
Commercial Arbitration Centre (BCICAC) to appoint one for us.
The arbitration will take place in Vancouver, British Columbia,
under the Arbitration Act (British Columbia), and will follow the
Domestic Commercial Arbitration Rules of the BCICAC. The
arbitrator will have the right to decide how the costs should be
divided between us. The arbitrator will have the right to accept
whatever kind of evidence they think is appropriate and will
have the right to make whatever award they consider fair and
equitable, based on legal and equitable principles, including
giving an order such as an injunction (to stop one of us from
doing something) or an order that you or we pay damages to
the other. The arbitrator's award can be entered into the
registry of the British Columbia Supreme Court in Vancouver,
British Columbia, and enforced in the same way as a court
order if the court in the enforcing jurisdiction allows.
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35. Any Dispute resolution proceedings will be conducted
only on an individual basis and not in a class, consolidated or
representative action. Hootsuite and you each waive any right
to a trial by jury.
Miscellaneous
36. Export Compliance. You will not use or access our Self -
Serve Services if you are located in any jurisdiction in which the
provision of our Self -Serve Services is prohibited under
Canadian, U.S. or other laws (a "Prohibited Jurisdiction") and
you will not provide access to our Self -Serve Services to any
government, entity or individual located in any Prohibited
Jurisdiction. You confirm that you are not named on any
Canadian or U.S. government list of persons or entities
prohibited from transaction with any Canadian or U.S. person;
(b) you are not a national of, or a company registered in, any
Prohibited Jurisdiction; (c) you will not allow Authorized Users
to access or use our Self -Serve Services in violation of any
Canadian, U.S. or other export embargoes, prohibitions or
restrictions; and (d) you will comply with all laws regarding the
transmission of data exported from the country in which you
(or your Authorized Users) are located to Canada and the
United States.
37. Amendment. We may change any part of this Agreement
(including any terms or documents incorporated by reference
in this Agreement) at any time by posting the revised terms on
the Hootsuite website, and your use of the Self -Serve Services
after the effective date of the updated Agreement or other
terms constitutes your agreement to the updated Agreement
or other terms, as applicable. It is important for you to review
this Agreement before using our Self -Serve Services and from
time to time. The updated Agreement will be effective as of the
time of posting, or on such later date as may be specified in the
updated Agreement, and will apply to your use of the Self -
Serve Services from that point forward.
38. Assignment. You may not assign your rights under this
Agreement to anyone else. We may assign our rights to any
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39. Severability. If a court finds part of this Agreement to be
invalid, the rest will continue to apply with the minimum
changes required to remove the invalid part.
40. Force Majeure. We will not be liable to you or any third
party for any failure to perform our obligations under this
Agreement if that failure results from any cause beyond our
control, such as the elements; fire; flood; severe weather;
earthquake; vandalism; accidents; sabotage; power failure;
denial of service attacks or similar attacks or other acts of
hackers; Internet or network failures or interruptions; acts of
God and the public enemy; acts of war; acts of terrorism; riots;
civil or public disturbances; strikes, lockouts or labor
disruptions; any laws, orders, rules, regulations, acts or
restraints of any government or governmental body or
authority, civil or military, including the orders and judgments
of courts; or if another person (including a Social Network)
changes their services or terms or no longer offers their
services to you or Hootsuite on terms we believe are
reasonable.
41. Remedies. If we fail to enforce this Agreement, we are not
waiving our right to do so. Any remedies we have under this
Agreement are not exclusive of any other remedies we may
have under this Agreement, at law or otherwise.
42. Notices to You. Hootsuite may give notice to you by
placing a banner notice on the Hootsuite platform or
Hootsuite's website. We may also contact you or your
Authorized Users through your Hootsuite account or contact
information you provide, such as email or telephone or through
your account on one or more Social Networks. If you fail to
maintain accurate account information, such as contact
information, you may not receive critical information about our
Self -Serve Services or this Agreement.
43. Notices to Hootsuite. For any notice to Hootsuite that you
give under or regarding this Agreement, you must notify
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Hootsuite by email to legal@hootsuite.com with a duplicate
copy sent via registered mail to the following address:
Hootsuite Inc.,111 East Sth Ave, Vancouver, BC, VST 4L1;
Attention: Legal Department.
44. Entire Agreement. This Agreement, including the other
documents referred to as applicable to the Self -Serve Services
in this Agreement, is the entire agreement between you and
Hootsuite for your use of our Self -Serve Services. Any prior
understandings, statements or and agreements (oral or
written) do not apply, including additional terms that you may
present (such as terms in a unilateral notice from you to us or
printed on a purchase order or any other document generated
by you). This Agreement is binding on the parties and their
permitted successors and assigns.
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and
year first hereinabove written.
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9
Price Quotation Agreement No. 6739
Hootsuite at Carahsoft
��Otsu�te„ 11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (888) 66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
TO: Carolyn Brewer
City of El Segundo
El Segundo, CA USA
EMAIL: cbrewer@elsegundo.org
PHONE: (310) 524-2727
TERMS: FTIN:52-2189693
Shipping Point: FOB Destination
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
UEI: DT8KJHZXVJH5
Credit Cards: VISA/MasterCard/AMEX
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
FROM; Zack Ferralasco
Hootsuite at Carahsoft
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: Zack.Ferralasco@carahsoft.com
PHONE: (571)662-3038
FAX:
QUOTE NO:
40284015
QUOTE DATE:
08/02/2023
QUOTE EXPIRES:
09/30/2023
RFQ NO:
SHIPPING:
GROUND
TOTAL PRICE:
$25,111.90
TOTAL QUOTE: $25,111.90
QUOTE PRICE QTY EXTENDED PRICE
1 HS-ENT-PKG Hootsuite Enterprise I to Build and Manage your Brand and
Strengthen Relationships with Customers. Package
includes: Hootsuite Enterprise Platform: 5 Seats 50 Social
Profiles Hootsuite Boost: Unlimited Boost Post Spend which
automatically boost top perfo
See below for full detail:
Hootsuite, Inc. - HS-ENT-PKG
Start Date: 09/28/2023
End Date: 09/27/2024
$25,111.90 OM 1 $25,111.90
SUBTOTAL: $25,111.90
TOTAL PRICE: $25,111.90
TOTAL QUOTE: $25,111.90
CONFIDENTIAL
PAGE 1 of 2
QUOTE DATE, 08/02/2023
QUOTE NO: 40284015
Price Quotation Agreement No. 6739
Q
Hootsuite-
LINE NO. PART NO.
In addition to the terms above:
Hootsuite at Carahsoft ,
carahso
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (888) 66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
DESCRIPTION
QUOTE PRICE QTY EXTENDED PRICE
Hootsuite Enterprise I to Build and Manage your Brand and Strengthen Relationships with Customers. Package
includes:
• Hootsuite Enterprise Platform:
— 5 Seats
— 50 Social Profiles
• Hootsuite Boost:
— Unlimited Boost Post Spend which automatically boosts top performing content and schedule boosted posts to reach
new audiences in a single, secure campaign workflow
• Hootsuite Professional Services:
— 3 live, web -based product training sessions (60 minutes each)
• Hootsuite Academy:
— 5 Platform Certification exam enrollment
• Hootsuite Enterprise Franchise Seats:
— 5 Limited User Roles (User with limited or custom social network permission)
• Hootsuite Insights, powered by Brandwatch (Third -Party Service) for Enterprise.
— Social Listening and Analytic - 5 queries for 5 users
CONFIDENTIAL QUOTE DATE: 08/02/2023
PAGE 2 of 2 QUOTE NO: 40284015