CONTRACT 7242 Vender AgreementAgreement No. 7242
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Customer Order Form
This Order Form is by and between the parties set forth below and is effective as of the Effective Date set forth
below.
1. PARTIES AND CONTACT INFORMATION
Company
Pronto, Inc. dba Infilla ("Company")
Company Address
1144 Haight St.
San Francisco, CA 94117
Company Primary Contact
Name: Jenny Song
(for account management,
Email: jenny@infilla.com
billing)
Phone: 315-396-5518
Customer
City of El Segundo ("Customer")
Customer Address
350 Main Street
El Segundo, CA 90245
Customer Primary Contact
Name: Michael Allen
Email: mallen@elsegundo.org
Phone: 310-524- 2345
Customer Billing Contact
Name: Michael Allen
Email: mallen@elsegundo.org
Phone: 310-524- 2345
2. FEES & SERVICES
Platform SaaS Fees Annual license fee of $20,000 for the Initial Term. This is discounted and inclusive
of implementation and training for Planning, Building, and Code Enforcement
divisions of the El Segundo Community Development Department. This fee will
be invoiced on the effective date, with payment due net 30 days from receipt of
invoice. Payment can be made by ACH or Check.
Consulting fees $5,000 in preparation to digitize the planning application form. This fee will be
invoiced on the effective date, with payment due net 30 days from receipt of
invoice. Payment can be made by ACH or Check.
Agreement No. 7242
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Technical exploration I Free technical exploration in automating the creation and mailing of notices
3. TERMS
Effective Date Date of last signature set forth below
Subscription Term This Order Form shall commence on the Effective Date and continue for one year
("Initial Term").
This Order Form is subject to the terms on this Order Form, Attachment A (Infilla Terms of Service), and Attachment
B (Infilla Scope of Work for El Segundo) which, taken together, constitute the "Agreement', whereby Company will
provide Customer with online access to one or more modules of the Infilla Platform on a subscription basis. Company
objects to and expressly rejects any different or additional terms contained in any purchase order, offer,
confirmation or other document submitted by Customer. Capitalized Terms used but not defined in this Order Form
will have the meaning set forth in the Infilla Terms and Conditions
The parties have caused their duly authorized representatives to execute this Order Form as of the date set forth in
their signatures below.
Pronto, Inc. DBA Infilla
Signature:
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Name: Jenny Song
Title: CEO
Date:
CITY OF EL SEGUNDO
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Michael Allen, AICP
Community Development Director
ATTES
Susan Truax
City Clerk
Taxpayer ID No. 88-2084115
03/13/2025
03/12/2025
APPROVED AS TO FORM:
MARK D^NSI LEY, City Attorney
By:
Joaquin Vazq z, Assistant City Attorney
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reement No. 7242
Infilla Purchase Order - El Segundo
Final Audit Report 2025-03-13
Created: 2025-03-13
By: Michael Allen (mallen@elsegundo.org)
Status: Signed
Transaction ID: CBJCHBCAABAAt7Rjdbp700kBWtaEgOUtumujRfu6ugc-
"Infilla Purchase Order - El Segundo" History
Document created by Michael Allen (mallen@elsegundo.org)
2025-03-13 - 1:02:13 AM GMT
[I Document emailed to Jenny Song Qenny@infilla.com) for signature
2025-03-13 - 1:02:18 AM GMT
Ro Document emailed to Michael Allen (mallen@elsegundo.org) for signature
2025-03-13 - 1:02:18 AM GMT
Email viewed by Michael Allen (mallen@elsegundo.org)
2025-03-13 - 1:03:07 AM GMT
Document e-signed by Michael Allen (mallen@elsegundo.org)
Signature Date: 2025-03-13 - 1:03:50 AM GMT - Time Source: server
TD Email viewed by Jenny Song (jenny@infilla.com)
2025-03-13 - 4:37:37 PM GMT
4, Document e-signed by Jenny Song Qenny@infilla.com)
Signature Date: 2025-03-13 - 4:38:27 PM GMT - Time Source: server
Agreement completed.
2025-03-13 - 4:38:27 PM GMT
a Adobe Acrobat Sign
Agreement No. 7242
APPENDIX A: INFILLA TERMS OF SERVICE
THESE INFILLA TERMS OF SERVICE AND THE APPLICABLE ORDER FORM (THE "AGREEMENT") IS
ENTERED INTO BY AND BETWEEN PRONTO, INC. DBA INFILLA ("COMPANY") AND THE CUSTOMER
LISTED ON THE APPLICABLE ORDER FORM ("CUSTOMER"). AS A CONDITION OF CUSTOMER'S USE
AND/OR CONTINUED USE OF INFILLA PLATFORM AND INFILLA SERVICES, CUSTOMER AGREES TO AND
ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. DefiLied Terms
a. "Customer Data" means Customer's data, content and materials that are submitted into the Infilla
Platform by on behalf of Customer or by Public End Users interacting with Customer. Customer
Data includes, without limitations, resolved Forum Data and Public Content.
b. "Documentation" means collectively, written user guides and guidelines that describe the Infilla
Platform and Infilla Services.
c. "End User" means any employee or contractor of Customer that uses the Infilla Platform and Infilla
Services under Customer's account.
d. "Fees" means the money in US Dollars that Customer is obligated to pay Company under each
applicable Order Form.
e. "Forum Data" means Customer Data that consists of comments posted and referenced materials
posted by Customer or its End Users in the Forum Feature of the Infilla Platform.
f. "Forum Feature" is the module of the Infilla Platform that enables a customer and its End Users to
post internal and track discussion threads regarding the interpretation of a legal or other process
requirement and to mark a thread as resolved when the discussion is complete and an
interpretation is settled upon.
g. "Public Data" means Customer Data that consists of forms, checklists, and related instructional
materials for completing and submitting them that Customer make accessible to the Public End
Users.
h. "Public End Users" means members of the public, such as developers, contractors, property
owners and managers, that access and use any features of the Infilla Platform to interact with
Customer with respect to Customer's municipal planning, zoning and or permitting functions
covered by the modules of the Infilla Platform subscribed to by Customer.
i. "Intellectual Property Rights" means all (i) copyrights (including, without limitation, the right to
reproduce, distribute copies of, display and perform the copyrighted work and to prepare
derivative works), copyright registrations and applications, trademark rights (including, without
limitation, registrations and applications), patent rights, trade names, mask -work rights, trade
secrets, moral rights, author's rights, privacy rights, publicity rights, algorithms, rights in
packaging, goodwill and other proprietary rights, and all renewals and extensions thereof,
regardless of whether any of such rights arise under the laws of the United States or any other
state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in
any idea, design, concept, technique, invention, discovery, enhancement or improvement,
regardless of patentability, but including patents, patent applications, trade secrets, and
know-how; and (iii) all derivatives of any of the foregoing.
j. "Infilla Proprietary Materials" means (i) Infilla Services, and Infilla Services, Documentation; (ii)
any content (other than Customer Service or Customer Products or any derivative works thereof)
embodied in or used in connection with the implementation, operation, maintenance, or hosting of
the Infilla Platform and Infilla Services; and (iii) all Intellectual Property Rights embodied therein and
all derivative works, improvements, updates, modifications, or translations thereof.
Agreement No. 7242
k. "Infilla Platform" means Company's proprietary hosted software platform that streamlines the
management of municipal planning, zoning and permitting operations, including any APIs to such
platform.
I. "Infilla Services" means Infilla's services provided under this Agreement with respect to the
implementation of, use of and support of the Infilla Platform.
m. "Order Form" means the form evidencing an order for the Infilla Platform and Infilla Services
executed between Company and Customer.
n. "Subscription Period" is the subscription period set forth in the applicable Order From.
o. "Usage Data" means operations and telemetry data about Customers and its End Users and Public
End Users configuration, access and use of Infilla Platform and Infilla Services.
2. Company grants Customer the non- sublicensable,
non-transferrable, non-exclusive, limited right to remotely access and use the Infilla Platform modules
and the Infilla Services described in the applicable Order Form, including the right to use any
associated Documentation, but only for Customer's own operations and subject to Customer's
compliance with the Documentation. For clarity, this license includes the right to use the Infilla Platform
to interact with Public End Users.
3. General Rests fiction-s. Customer shall not (and shall not allow any third party) to: (a) rent, lease, copy,
provide access to or sublicense the Infilla Platform or the Infilla Services to a third party (except
contractors acting on Customer's behalf and Public End Users- and Customer is fully responsible and
liable for their breach of this agreement); (b) use the service to help develop any competitive product
or service, (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code
of any part of the Infilla Platform or the Infilla Services, (d) modify or create derivatives of the Infilla
Platform or the Infilla Services any other materials provided by Company, or (e) remove or obscure any
proprietary or other notices contained in the Infilla Platform or Documentation.
4. QWstglMer,s7agftware. The service will enable Customer to send Customer
Data to and from different third -party products and software (collectively, "Third -Party Services").
Customer's use of any Third -Party Services is subject to Customer's separate agreement with the
provider. Customer is responsible for selecting and configuring the third -party services it chooses to
use with the Infilla Platform and Infilla Services and for any exchange of Customer Data it enables
through the service. Company is not responsible for any Third -Party Services used by Customer with
the Infilla Platform and Infilla Services, their code or technology, or how the providers use or protect
Customer Data.
5.
a. Customer grants to Company a non-exclusive, non -transferable, worldwide, perpetual, royalty -free
license to collect, analyze or Usage Data. Company shall distribute such Usage Data publicly only
in aggregate, non -personally identifiable form that cannot be used to identify Customer and
individual End Users or Public End Users.
b. Customer grants to Company a non-exclusive, non -transferable, worldwide, perpetual, irrevocable,
royalty -free license to reproduce, distribute, publicly perform and publicly display all Public Data
and resolved Forum Data in connection with Company's product and services offerings.
6. Customer Data. Other than as expressly provided in this Agreement, Customer will have control over
any and all Customer Data which Customer or End Users upload through the Customer Service.
Customer hereby grants to Company a non-exclusive, royalty -free, worldwide license during the Term
Agreement No. 7242
of this Agreement to reproduce, distribute, publicly perform, publicly display and digitally perform the
Customer Data in conjunction with the Infilla Platform and Infilla Services as offered to Customer.
7. Feedback. Customer may provide Company with bug reports, suggestions or other feedback with
respect to Infilla Platform, the Infilla Services or Documentation ("Feedback"). Customer is under no
obligation to provide Feedback, and Company acknowledges that any Feedback that is provided is
done so on an "as is" basis with no warranties of any kind. Company may use any and all Feedback
(exclusive of any Customer Confidential Information therein) freely without any restriction or obligation
to Customer.
8. Customer acknowledges and agrees that, except for the rights and licenses
expressly granted to Customer in this Agreement, Company shall retain all right, title and interest in
and to the Infilla Proprietary Materials and any derivatives, modifications or improvements of the
foregoing; and nothing contained in this Agreement shall be construed as conferring upon Customer
by implication, operation of law, estoppel, or otherwise, any other license or right. Company agrees
that, except for the rights and licenses expressly granted to Company in this Agreement, Customer
shall retain all right, title and interest in and to the Customer Data; and nothing contained in this
Agreement shall be construed as conferring upon Company by implication, operation of law, estoppel,
or otherwise, any other license or right.
a. Company shall provide to Customer the Infilla
Platform and Infilla Services in accordance with this Agreement and the applicable Order Form.
b. . Company reserves the right to suspend or deactivate a Customer's
account and access to the Infilla Platform and Infilla Services if any acts or omission of Customer,
its End Users or its Public End Users materially threatens the stability or performance of the Infilla
Platform and Infilla Services.
10. C—eilain Rights 80d Obliotions Of C om r. Customer shall notify Company regarding any End User
that engages in (or that Customer believes has engaged in) activity that is illegal, fraudulent, malicious,
or violates any rights of any third party or the terms of this Agreement. Customer shall promptly notify
Company if it becomes aware of any actual or suspected unauthorized use or any other breach or
suspected breach of security related to the Infilla Platform and Infilla Services. Company will not be
liable for any loss or damage arising from unauthorized use of any accounts.
11. Payment.
a. Fees. As compensation for its services under this Agreement, Customer shall pay to Company the
Fees as agreed in an Order Form. Except in case of termination for breach against Company or as
otherwise specifically stated in this agreement, in which case there shall be a refund for the Fees
covering the remainder of the then -current term dating from the Customer's notice of
non-conformance, there will be no refunds or credits for partial months of service, or unused
months. Fees listed do not include any applicable sales, use, excise or VAT taxes. Customer shall
be responsible for payment of all such taxes (excluding taxes based on Company's net income),
fees, duties and charges, and any related penalties and interest, arising from the payment of such
fees or the delivery or use of the Infilla Platform or Infilla Services.
b. =- In the event of a good faith dispute as to the calculation of a charge, Customer
shall promptly give written notice to Company stating the details of any such dispute and shall
promptly pay any undisputed amount. The acceptance by Company of such partial payment shall
not constitute a waiver of payment in full by Company of the disputed amount. Customer agrees to
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Agreement No. 7242
pay all costs and expenses of whatever nature, including reasonable attorneys' fees, incurred by or
on behalf of Company in connection with the collection of any unpaid amounts due to Company
hereunder.
c. ljmPayrngnnslgpvi Any amount due to Company under this Agreement, not
disputed in accordance with Subsection 11.b above, that is not paid within thirty (30) days of
invoice due date may be subject to a finance charge payable by Customer which is equal to one
and one-half percent (1.5%) or the highest rate allowable by law, whichever is less, determined and
compounded daily from the date such amount is due until the date such amount is paid.
Notwithstanding anything to the contrary contained in this Agreement, failure to make timely
payments of undisputed amounts shall constitute a default hereunder and shall entitle Company to
suspend Customer access to the Infilla Platform and Infilla Services without notice at Company's
sole discretion.
12. Cgmpal]y Va, r[ tCti a.
a. Company warrants it has full power and authority to enter into and perform the Company Services
as described in this Agreement.
b. Company represents and warrants that the Infilla Platform and Infilla Services provided to
Customer hereunder will conform substantially to specifications set forth in the applicable
Documentation, as may be amended from time to time at Company's reasonable discretion.
c. The preceding warranties will not apply if: (i) any products, services, or deliverables provided by
Company hereunder are used in material variation with this Agreement or the Documentation; (ii)
any products, services, or deliverables licensed hereunder or any part thereof have been modified
without the prior written consent of Company; or (iii) a defect in any products, services, or
deliverables provided hereunder has been caused by any of Customer's equipment, software or
third party software.
d. In the event Customer discovers that the Infilla Platform or Infilla Services provided by Company
hereunder, as applicable, are not in conformance with the representations and warranties set forth
in this section and reports such non -conformity to Company, Company will exercise commercially
reasonable efforts to correct the non -conformity at no additional charge to Customer. THE
REMEDY STATED IN THIS PARAGRAPH CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY AND COMPANY'S ENTIRE LIABILITY FOR BREACH OF WARRANTY.
13. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND
SERVICES PROVIDED HEREUNDER BY COMPANY ARE PROVIDED "AS IS" WITH ALL FAULTS AND
WITHOUT ANY REPRESENTATIONS OR WARRANTIES. THE ENTIRE RISK AS TO SATISFACTORY
QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE CUSTOMER. COMPANY DOES
NOT REPRESENT OR WARRANT THAT THE INFILLA PLATFORM AND INFILLA SERVICES WILL BE
AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY
ERROR -FREE. THIS DISCLAIMER OF WARRANTY EXTENDS TO CUSTOMER AND END USERS OF
CUSTOMER'S PRODUCTS AND SERVICES AND IS IN LIEU OF ALL WARRANTIES AND CONDITIONS
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH
RESPECT TO THE PRODUCTS AND SERVICES, AND ANY IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.
14. l ni" -M Company will: (i) defend Customer against any claim, demand, suit or proceeding
(each, an "Action") made or brought against Customer by a third party alleging that Services being
used by Customer, when used in accordance with this Agreement, infringe such third party's United
States patent or copyright, or misappropriate such third party's trade secrets (each, an "Infringement
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Agreement No. 7242
Action") and (ii) indemnify Customer from and against any damages, costs and expenses (including
attorneys' fees) (collectively "Losses") finally awarded against Customer as a result of such
Infringement Action, or for amounts paid by Customer under a settlement approved in writing by
Company resulting from such Infringement Action. If Customer's use of Services becomes, or in
Company's opinion is likely to become, the subject of an Infringement Action, Company may in its
discretion and at its own expense: (1) obtain for Customer the right to continue using Services; (2)
modify Services so that they no longer infringe or misappropriate; or (3) terminate this Agreement and
all Orders and issue a pro -rate refund based on the terminated portion of the Subscription Period.
Company will have no obligation to indemnify Customer for an Infringement Action to the extent it
arises from any of the following (collectively, "Customer -Controlled Matters"): Customer hardware,
software or Internet connections, Customer Data, or any access or use of Services by Customer or an
End User in a manner that is not in conformity with this Agreement. This indemnification clause states
Company's entire liability and Customer's exclusive remedies for any claim of Intellectual Property
Rights infringement or misappropriation. The indemnification obligations under this article are subject
to the indemnified party a) promptly giving written notice of the Action to the indemnifying party, b)
giving the indemnifying party sole control of the defense and settlement of (that part of) the Action for
which the indemnifying party has an obligation to indemnify, c) providing the indemnifying party, at its
cost, all reasonable assistance in respect of the Action, and d) not negotiating, settling or
compromising any such Actions without the prior written consent of the indemnifying party, which
consent is not unreasonably to be withheld or delayed.
15. .
a. This Agreement shall commence on the Effective Date and shall continue for the Subscription
Period.
b. This Agreement may be terminated by either party at any time upon written notice (i) in the event
of a material breach by the other Party that remains uncured after thirty (30) days written notice
thereof, or (ii) in the event that the other Party becomes the subject of a petition in bankruptcy or
any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit
of creditors that is not dismissed within sixty (60) days. Notwithstanding the foregoing, Company
reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or
permanently, any free, trial, or beta versions with or without notice.
16. Effects of Termination. Upon expiration or termination of this Agreement, all licenses granted to the
Infilla Platform and Infilla Services and the Documentation shall expire. Company shall discontinue the
provision of the Infilla Platform and Infilla Services; provided that, upon Customer's written request, an
End User will be permitted to access Services for up to thirty (30) days after termination of this
Agreement to the extent necessary to retrieve Customer Data, and for no other purpose. In addition,
upon expiration or termination of this Agreement, Customer shall immediately pay any outstanding
invoices for services rendered through the date of termination.
17. Limi atioo of Liabili EXCEPT FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, IN NO
EVENT WILL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OTHER LEGAL OR EQUITABLE
THEORY FOR: (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES
ARISING FROM ANY SOURCE; COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES, OR (II) ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID OR PAYABLE
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Agreement No. 7242
TO COMPANY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE
DATE THE CAUSE OF ACTION AROSE.
18. Insurance.
a. Before commencing performance under this Agreement, and at all other times this Agreement is
effective, Company will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
-. ,
Commercial general liability:
Workers compensation
ROM
$1,000,000
Statutory requirement.
b. Commercial general liability insurance will meet or exceed the requirements of the most current
ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per
occurrence for bodily injury, personal injury, and property damage for the policy coverage.
Liability policies will be endorsed to name Customer, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance will be deemed
"primary" such that any other insurance that may be carried by Customer will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or
subject to reduction except upon thirty (30) days prior written notice to Customer.
c. Company will furnish to Customer duly authenticated Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement, endorsements as required herein,
and such other evidence of insurance or copies of policies as may be reasonably required by
Customer from time to time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII."
19. General Terms.
a. Publicity, Customer agrees that Company may identify Customer as a Company customer, and
(subject to any Customer brand guidelines communicated to Company) may use and display
Customer's name, marks and logos on Company's websites and in marketing materials in
connection with Customer's identification as a Company customer, including without limitation in a
written case study on Customer's use of the Infilla Platform and Infilla Services. Subject to the
foregoing, unless otherwise required by applicable laws and regulations, neither party shall issue
or release any announcement, statement, press release or other publicity or marketing materials
relating to this Agreement or otherwise use the other party's marks or logos without the prior
written consent of the other party.
b.
Definition. "Confidential Information" means any data or information, oral or written, treated as
confidential that relates to either party's (or, if either party is bound to protect the confidentiality of
any third party's information, such third party's) past, present, or future research, development or
business activities, including any unannounced products and services, any information relating to
services, developments, Documentation (in whatever form or media provided), inventions,
processes, plans, financial information, End User data, revenue, transaction volume, forecasts,
projections, and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential
Information shall not include information if: (i) it was already known to the receiving party prior to
the Effective Date of this Agreement, as established by documentary evidence; (ii) it is in or has
entered the public domain through no breach of this Agreement or other wrongful act of the
receiving party; (iii) it has been rightfully received by the receiving party from a third party and
without breach of any obligation of confidentiality of such third party to the owner of the
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Agreement No. 7242
Confidential Information; (iv) it has been approved for release by written authorization of the owner
of the Confidential Information; or, (v) it has been independently developed by a party without
access to or use of the Confidential Information of the other party.
Each party (as "Recipient") shall use at least the same degree of care that it uses to protect its
own similar confidential information (but not less than reasonable care) to: (a) use the Confidential
Information disclosed by the other party or their respective employees agents or contractors
(collectively, "Discloser") only as permitted under this Agreement, unless Discloser has provided
prior written consent for other uses, and (b) only disclose the Discloser's Confidential Information
to Recipient's, or its Affiliates', employees, partners, contractors (including legal counsel and
accountants), and service providers ("Representatives") who (i) are bound by non-use and
non -disclosure obligations at least as protective as those contained in this Agreement and (ii) have
a need to know the Confidential Information for the Recipient to exercise its rights or perform its
obligations under this Agreement. Recipient shall be responsible for any breach of these
obligations by its Representatives to the same extent it is responsible for its own breaches. To the
limited extent any use or disclosure is required by applicable law (including open records laws) or
a valid and binding order of a governmental body (such as a subpoena or court order), the
Recipient may disclose only that portion of the Discloser's Confidential Information that it is
required to disclose upon the advice of its counsel, provided that, to the extent permitted under
applicable law, the Recipient uses reasonable efforts to give the Discloser reasonable advance
notice thereof to afford the Discloser an opportunity to intervene and seek an order or other
appropriate relief for the protection of its Confidential Information.
c. Severability. This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any and all written or oral prior agreements and
understandings between the parties concerning such subject matter. No modification, amendment,
or waiver of any provision of this Agreement shall be effective unless in writing and either signed
or accepted electronically by the party against whom the modification, amendment, or waiver is to
be asserted. In the event of any conflict or inconsistency among the following documents, the
order of preference shall be: (1) the applicable Order Form, (2) these Terms and Conditions. If any
one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or
unenforceable, the same shall not affect any of the other portions of this Agreement.
d. Waivers. The waiver by either Party of a breach of any provision contained herein shall be in
writing and shall in no way be construed as a waiver of any subsequent breach of such provision
or the waiver of the provision itself. Failure or delay by either party in exercising any right
hereunder shall not operate as a waiver of such right.
e. The relationship between the parties is that of independent contractors.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint
venture or other form of joint enterprise, employment, or fiduciary relationship between the
parties.
f. Assianment. Neither party may assign this Agreement, except that either party may assign this
Agreement to a successor -in -interest in connection with any merger, consolidation or
reorganization, or a sale of all or substantially all of such party's business or assets relating to this
Agreement to an unaffiliated third party. Any purported assignment in violation of this Section is
void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their
respective permitted successors and assigns.
g. Le Except for the obligation to pay fees due under this Agreement, neither party
hereto shall be responsible for any failure to perform its obligations under this Agreement if such
failure is caused by acts of God, natural disasters, war, acts of terrorism, strikes, revolutions, lack
or failure of transportation facilities, lack or failure of,public utilities, laws or governmental
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Agreement No. 7242
regulations or other causes that are beyond the reasonable control of such Party. Obligations
hereunder, however, shall in no event be excused but shall be suspended only until the cessation
of any cause of such failure. In the event that such force majeure should obstruct performance of
this Agreement for more than thirty (30) days, the parties hereto shall consult with each other to
determine whether this Agreement should be modified or terminated.
h. Survival. Any provision of this Agreement that contemplates performance or observance
subsequent to any termination or expiration of this Agreement, including, without limitation, all
provisions with respect to confidentiality, Intellectual Property Rights, limitation of liabilities, and
indemnification shall survive any termination or expiration of this Agreement and continue in full
force and effect in perpetuity.
i. This Agreement shall be governed by and construed under the laws of
the State of California and the United States without regard to conflicts of laws provisions thereof.
Any legal action or proceeding arising under or relating to this Agreement shall be brought
exclusively in the state or federal courts located in Los Angeles County, California, USA, and the
parties expressly consent to personal jurisdiction and venue in those courts.
j. Notices. Any notice required or permitted to be given hereunder will be deemed to have been
delivered and given for all purposes: (i) on the delivery date, if delivered by hand courier to the
Party to whom such notice is directed; (ii) two (2) Business Days after deposit with a commercial
overnight carrier;; and (v) the first business day after sending by email (provided email shall not be
sufficient for notices of an indemnifiable claim).
k. Piqgvbackinci Use by Other Public Entities. Customer agrees that the terms, conditions, and scope
of the Infilla Services provided under this Agreement may be extended to other public entities,
including but not limited to local government agencies, special districts, school districts, and other
public organizations within the same state or region. Such entities may utilize the terms of this
Agreement by entering into a separate agreement with the Company, provided that:
L Any participation by other public entities under this provision shall not modify the terms of
this Agreement between the Company and the Customer.
ii. The Company and each participating public entity must enter into direct arrangements to
outline specific details of implementation, including applicable obligations and service
arrangements.
iii. This provision does not create any obligation for the Company to offer the same services
beyond the terms agreed upon in this Agreement without mutual consent.
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Agreement No. 7242
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