CONTRACT 4623 Professional Services Agreement CLOSEDAgreement No. 4623
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
XI Technologies Inc.
This AGREEMENT is entered into this 5th day of June, 2014, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and X1
Technologies Inc., a California Corporation ( "CONSULTANT ").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed twenty four thousand nine hundred and fifty dollars ($24,950.00) for
CONSULTANT's services. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY will
pay this sum as specified in the attached Exhibit "A," which is incorporated by
reference.
2. SCOPE OF SERVICES,
A, CONSULTANT will perform services listed in the attached Exhibit "A," which is
incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CI'T'Y will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
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Agreement No. 4623
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A ")
the tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual expenditures
versus time to date.
5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK.
A< CITY's city manager ( "Manager ") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ( "Additional
Work ") to complete the Scope of Work. If Additional Work is needed, the
Manager will give written authorization to CONSULTANT to perform such
Additional Work.
B, If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Manager with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
C. Payments over $49 for Additional Work must be approved by CITY's city
council. All Additional Work will be subject to all other terms and provisions of
this Agreement.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii, Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
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Agreement No. 4623
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from June 4th 2014, to September 30th, 2014.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit "A ";
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the contracted
services. If delay occurs, CONSULTANT must notify the Manager within forty -eight hours (48
hours), in writing, of the cause and the extent of the delay and how such delay interferes with the
Agreement's schedule. The Manager will extend the completion time, when appropriate, for the
completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: X1 Discovery Quote 4Q -1406- 79491;
12. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
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Agreement No. 4623
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number,
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CI'T'Y may have under this Agreement or of any cause of action arising from CONSULTANT's
performance, A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16. TERMINATION.
A, Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT" own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
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Agreement No. 4623
property. CONSULTANT may retain copies of said documents and materials as desired, but
will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
18, PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
public CITY without CITY's prior written approval. All press releases, including graphic
display information to be published in newspapers or magazines, will be approved and
distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C, It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
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Agreement No. 4623
D, The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 23, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
23. INSURANCE.
A, Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
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Agreement No. 4623
B, Commercial general liability insurance will meet or exceed the requirements of
the most recent 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 CITY, 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 CITY will be excess thereto.
Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or
equivalent. 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 CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY 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."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16,
24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative description of
progress during the past month for each major task, a description of the work remaining and a
description of the work to be done before the next schedule update.
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Agreement No. 4623
26, NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:_
XI Technologies, Inc.
130 West Union St. City of El Segundo
350 Main Street
Pasadena, CA 91103 El Segundo, CA
Attentiow
C Attention: Information Systems
Any such icatio tis by ma i I will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT, This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one (1) Attachments to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
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Agreement No. 4623
33, RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole,
and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein, This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature,
37, CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39, FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
40, STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next page]
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Agreement No. 4623
IN WI SS WHERE'OF(he parties horcto have execuled this contract the (Jay and year
first hercinatmve written.
CITY I FEIL S 'UNDO
Greg UpelAev
City lag
7'axpayer ID No.
'I"I'floy wcavelV
City Clerk
At"PROW.',l) AS T(,
MARK Dr
/Zr� ttori ley
im
Karl H. Buger,
Assistant Chy�
sw
EXHIBIT A
City of Et So turlato
350 Main Street
El Segundo, CA 90245
9o5.829_6333
Larry Klingaman
Name
Contact
s Number
Agreement No. 4623
The Leader in Search and eDiscovery
antce Pruitt
Quote No.:
1 Technologies, Inc.
Quote Date:
30 West Union St.
Quote Expires:
asadena„ CA 91103
Renews Yeager Order Number:
26- 22'.9.3091
xr 626 535 2701
rodocts and Services Quantity Price Discount
X1 Rapid Discovery -2M Documents 1 $65,000,00 $22 „4:00.00
Maintenance & Support 1 12 Months $13,000.00 lut Year In uded
Professional Services 1 Days $2,500,00
Installation Services (1 day minimurryla web conference or on -site plus travel and expenses
Licensee Support Contact #1: E- mail;
Licensee Support Contact #2: E- mail;
upport shall include updates, patches and bug fixes made generally available by X1 to its customers as part of X1's
ainteriance and support services. Support shall be on business days from 9AM - 5PM PST.
ltfal Term
Support shall include updates, patches and bug fixes made generally available by X1 Discovery to its customers as part
of X1 Discovery's maintenance and support services. Support shall be on business days from 9AM - 5PM PST, .
shall be as follows:
Execution 100% of total fee
,redit Card Type: American Express Visa MasterCard Credit Card Number
;redit Card Holder: _ Expiration Date:
Please confirm that the billing addr e ss above is accurate for this c il.... - -... r
ard.
agree to pay the above charges according to the card issuer's agreement. l understand that my signature on this contract will serve as my authorization
n the credit charge slip and as a signature on file for all authorized charges and outstanding balance now and in the future, p understand that using a
mcit card Fraudulently is illegal and charges will be pursued to the full extent of the law,
co
owtedFged, the parties agree to the terms and
' raernont;,)at X11's discretion.
License Totat.
Maintenance & Support:
Sub Total:
Professional Services:
Total Fee
Total
$22,450.00
$0.00
$2,500.00
$2,;500.00
Agreement No. 4623
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Agreement No. 4623
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Agreement No. 4623
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shareholders, employees, con-tractors, licemsors, licensees, agentts, and representatives
(the "Covered Enfities") against all Iiabiky, claims, costs, darnages, settlements, and
expenses (Including interest, penalties, attorney fees and expert witness fees) ("Liabilifies")
incurred by any Covered Entity in any way arising out of or re Iating to the Site and the
Services and any failLAre to comp y with this Agreement, X1 reserves the right, at YOUr
expense, to assurne fhe exclusive defense and control of any matter otherwise subject to
indemnification by you, and in su.ch case, you agree to cooperate with our defense of such
cIairn,
2y X1 PL OV0ES THIS SITE AND THE SERVICES "AS IS" AND VVlTHOUT ANY
WARRANTY OIR CONDITION, EXPRESS, IMPLIED, OR STATUTORY, X1
SPECIFICALLY D SGLAIMS ANY IMPLIED WARRANTIES OF TITLE,
MERCI-dANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF
INFORMATIONAL CONTENT, AND NON-lNFRINGEMENT. YOU ASSUME TOTAL
RESPONSiBILITY AND RISK FOR YOUR USE OF THIS SffE AND SERNIlCES. X1
MAKES NO WARRANTY I' HAT THE SITE OR SERVICES WILL MEET YOUR
REOLflREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR
FREE, OR DOES X1 MAKE ANY WARRANTY AS TO THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED THROLJGH THE SITE OR THE
SERVICES OR THAT ANY DEFECTS WlLL, BE CORREC"TED. NO ADVICE OR
il\IFORMAT]ON, WI--IETHER ORAL. OR WRITTEN, OBTAlNED BY YOU FROM X1 SHALL
CREA"I'E ANY WARRANTY NOT EXPRESSLY MADE FIERElN. THIS DISCLAIMER IS
MADE -ro "T"HE FULLEST EXTEN-r PERMITT'ELF BY LAW, SOME STATES AND
COLIN"FRIES DO NOT ALLOW TFIE DISCLAIMER OF IMPLIED WARRANTIES, SO THE
FOREGOING DISCLAIMER MAY NOT APPLY TO YOLJ
3: IN NO EVENTWHATS0 EVER SHALL X1, ITS AFFILlATES, OR SUPPLIERS OR T11EIR
RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR
REP RESENTA-11VES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
iNCIDENTAL, SPE0AL, PUNI IFIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS
OF PROFITS OR REVENUE, INCLUDING BUT NOT LlMITED TO LOSS OF SALES,
PROFIT, REVENUE, GOODWILL., OR DOWNTIME, (AR0NG UNDER TORT,
CON'TRACT,CSR OTHER LAW) REGARDLESS OF SUCH PARTY,S NEGLIGENCE OR
WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OFTHE POSSIBILITY OF
SUCH DAMAGE S. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD AND
UPLOAD OF ANY MATERIALTHROUGHTHIS SITE OR THE SERVICES IS DONE AT
YOUR DISCRETlON AND RISK AND THATY0LJ WILL BE SOLELY RESPONSIBLE FOR
ANY LOSS OR DAMA GETO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. X1 NEffHER
ASSUMES, NOR DOES IT ALJTl-4ORlZE ANY OTlIER PERSON TO ASSUME ON ITS
BEHALF, ANY OTHER LIABILITY IN CONNECTION WITI.-I THE PROVISION OF THE
SITE OR THE SERVlCES. IF, NOTWITHSTANDiNG THE 01-HER PROVISIONS OF
'THESE TERMS OF SERVICE, X1 lS FOUND "ro 13E LIABLE TO YOU FOR ANY
DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH
YOUR USE OF THE SITE OR ANY SERVICE, XVS LIABIIJTY SHALL kN NO EVENT
EXCEED'T'HE GREATER OF (1) THE TOTAL. OF ANY FEES PAID BY YOU TO X1 IN
FHE SIX MONTHS PRIOR TTY 'SHE DATE THE CLAIM IS ASSERTED FOR ANY
SERVICE OR FEATI-JI"IE, ON THE SffE RELEV ANT TO THE CLAIM, OR (2) US$100,00.
Agreement No. 4623
X'l DISCOVERY, INC. 130 W, Union Street, Pasadena, CA 91 ,103
Agreement No. 4623
Agreement No. 4623
terms of service and all applicable laws with respect to SUch Third Party Services, You 1-,iereby
waive arry legal clairn You might have agaInst X1 D with reSpeCat to SU Third Party Civic s.
5, Changes. X1 D products and servicas are constantly evolving and X1 D may change or disconfinUe
the Software or irnpose new or additicna� rules, policies, terms or conditions on Your Use of the
Software and all or part of the terms of this License, without notice or liability to You. YO�.JR
CONTINUED USE OF THE SOFTWARE FOLLOWING X1 Dm POSTING OF ANY CHANGED
TERMS WIL.L. CONS'Tl'TLJT'E YOUR ACCEPTANCE OF THE CHANGED TERMS,
6, Termination This License is effective un�til terminated, YOU may tern I n,,,ite 'this License at arty
time. This License will terrninate inirriediately without notice frorn X1 D if You fail to or ply with any
provision of this License. If You t-i ve licensed the Software Under a terrn license, the License shall
tert-ninate upon the expiration of 1:1-io (ern"i. Upon term! nation, You rnusi: uninstall, remove, and
delete all copies and it of the Software.
7, I Data Collection and Privacy Use of the, Softwa.re is subject to our Privacy Policy, Iocated
at Jiwv,,,d w.1 i .cc rn te rnni s/ftobsito priv c acy,hun co
i, the ternis of which are hereby Inrporated
,
by reference.
DISCLAIMER OF WARRANTY THIS SOFTWARE IS PROVIDED "AS is,,, wl-m NO
WA RANI WHATSOEVER, X1 D EXPRESSLY DISCLAIMS AILL EXPRESS, IMPLIED, AND
STAI UTORY WARRANTIES, INCLUDING, WlTHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABlLITY, FITNESS FOR A PARTiCULAR PURPOSE, AND NON-lNFR INC" EMENT
OF PROPRiETARY RIGHTS. X'I D DISCLA11VIS ANY WARRANTIES REGARDlNG THE
SEGUR[TY, RELIABILITY, TIM ELI NESS, AND PERFORMANCE OF THE SOFTWARE. YOU
UNDERSTAND AND AGREE THAT YOU DOWNLOAD, INSTAt'LL, AND/OR USE .FFIE
SOFTWARE AT YOUR OWN DISCREI]ON AND RlSK AND THA"T'YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGES 1-0 YOUR COMPUTER SYSTEM OR LOSS OF DATA
THAT RESULTS F .OM THE DOWNI-OAD, lNSTALLATION, OR USE OF THE SOFTWARE, X1 D
DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD,
INSTALLKHON, OR USE OF THE SOFTWARE.
9. LIMITATIONS OF LIABILITY UNDER NO C RCLJMSTANCES SHALL X1 D BE LIABLETO YOU
FOR YOUR USE OF THE SOFTWARE, SUCH LINAlTATION OF IJABILITY SHALL APPLYTO
PREVENTRECO fit` ERY OF DIRECT, IN[NRECT, INCIDENTAL, CONSEQuI.-NT]AL, SPECIAL,
EXEMPLARY, AND PUNH]VE DAMAGES WHETHER SUCH CLAW IS BASED ON WARRANTY,
CONTRACTJORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF X1 D HAS BEEN
ADVISED OF THE POSSIBlLlTY OF SUCi-i DAMAGES). SUCH LIMITPO-ION OF IJABILITY
SHALL APPLY WHETHER THE DAMAGES ARlSE FROM USE OR MISUSE OF AND RELIANCE
ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR I= Cr THE
INTERRUP'NON, SIJSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH
DAMAGES IN I" BY 1+flRE) PARTIES). SUCH LIMlTATlON SHALL APPLY
NOTWI'THSTAN DING A FAILURE OF ESSENTIAl.- PURPOSE OF ANY LIMlTED REMEDY AND
TO THi FULLEST EXTENT PERMlTTED BY LAW. NOTWITI-ISTANDING ANYTHING TO THE
CONTRARY HERElN, X1 D's LIABILlTY SHAIJ •IN NO EVENT EXCEEDTIHE GREATER OF 10%
OF 'THE AMOUNT PA0 BY YOU FORTHE SPECIFIC PROD UCTTO WHICH THE IJABlLITY lS
RELA FED OR US$1 00,00
Agreement No. 4623
10. Indemnification. YOU agree to indernnify, hold harmless and defend X1 D, and its officers,
dire(.:,tors, employees., affiliates, successors and assigns from and against any clairns or iavisuits,
including attorneys fees, that arise or reSUIt from the use or dlstribu...uHon of the Software in violation
of this Agreement.
11 . lExport Control; Government End Users.. "rho Software is subject to United States export Iaws
and regulations. YOU MU St COMply with all dornestic and international export laws and regulations
that apply to the Software, which May include restrictions on destinations, end users and Usage. If
the Software is SUpplied to or on behalf of the United States G�.)vernment, then the Software is
deemed to be "commercial software" as that t✓rim is used in the Federal Acquisition Regulation
systern, Rights of the United States shall not exceed the rnininn urn rights set forth in FAR 52227- -
.f for "restricted computer software. " All other terryis cind conditions of this License apply.
-1 2.Order of Precedence. Inthe event of a coriflict bet ere the terms and conditions of this License,,
and any negotiated and executed license between X I D and YOU governing Your rise of the
Software, SUCh written licensp shall control, hi the event of a conflict between the terrns and
conditions of this License and another software end user ficense agreemomt for a program sold in
conjunction with the Software, this License shall control.
13. Cholice of IL aw and Venue., -ri-iis License si-tall be governed by and construed in accordance with
the llaws of the state of California, exclusive of its choice of law or conflicts of law rules.
14, Miscellaneous. Nothing herein shall b e e onstrued to limit X1 D rights and remedies provided by
law. 'This License, including the Terms of Service, acc(��.)ssible
Fit siservice,,htrn , constitutes the enfire agreernent between You arud MID
relating to the Software and supersedes all prior or contemporaneous oral, COMMUnications and
representations with respect to the� Software or any other subject matter covered by this License.
By rising the Software, the person who assents to these terms represents to X1 D that he has
the power and authoritytee consent to and accept, these License terms on behalf of the entity whicl-i
has purchasecl this License (whPro, You is a business, company or organizatlon).
Agreement No. 4623
�1
Privacy & Terms
• Welbsite (Privacy Policy
API( (Privacy Policy
0 Teiriryis of Service
• Subirrniissiioins
Website Privacy Policy
X1 Discovery, Inc. ( "X1") is committed to protecting the privacy of your information. This Privacy Policy describes
how we collect, store and use information from and about users of the website you are on now (the "Site ") and
any services and software products available via the Site ( "Services "). This Privacy Policy is subject to the Terms of
Service posted on the Site, located at Ihttlp: / /www. x11... coon /terms /seirvice.11'itirmt , which are incorporated herein by
reference. By using our Site or Services, you expressly consent to X1's collection, storage, use and disclosure of
your information as described in this Privacy Policy. If you disagree with anything in this privacy policy, you should
not use the Site or the Services.
INFORMATION COLLECTED
1. Automatic Collection: Like most other websites, we use common internet technologies such as
cookies and Web beacons to keep track of users' interactions with the Site and the Services. This may
include your internet protocol (IP) address, Referring website addresses, browser type and access
times and mobile carrier or internet access provider.
2. Volunteered: If you register with us, subscribe to or use downloadable software or web -based
applications, fill out a profile page, purchase products or services, send us an email, or share personal
information with us in any other way, we will collect and store whatever information you share. This
obviously depends on what information you choose to provide but it may include your name, email
address, credit card information or other billing information. The collection of this information is part
of regular business practices and is necessary in order to complete transactions and properly run and
administer these services. You do not have to share this information with us, but without it you may
not be able to access certain content or features or participate in certain areas of the Site.
3. Publicly Posted: If you post information on public areas of the Site (or elsewhere on the internet) that
information may be collected, stored and used by anyone, including us. We strongly recommend that
you do not post any information that allows strangers to identify or locate you. Posting such
information may result in unsolicited messages or contact from others, to say the least.
4. Installation Numbers. X1 software products may use a system of authentication and identification
during installation of the software and on an ongoing basis to confirm that the user of the X1 software
Agreement No. 4623
company during order processing.
HOW DOVVE USE THE INFORMATION VVECOLLECT
We use this information to provide you with better service. It also helps our advertisers and partners provide you
with more relevant offers, which in turn helps cover the cost of our services to you, Among other, things, the
information mie collect enables X1 to:
* customize the content you see
* fulfill your- requests for products and services and validate Your user rights
m
improve services
�
contact and communicate with you
* conduct research and analysis
* provide anonymous reporting for internal and external clients
* provide you with additional Information vvethink is mf interest toyou
WHEN DDVVE SHARE OR DISCLOSE YOUR INFORMATION?
o
We might share your personally identifiable information during due diligence or in
preparation for or after a sale, merger, consolidation, change in control, transfer of
substantial assets, reorganization or hquidation.
� "I If you gilve us permission, we may share your personally identifiable information wilth
o
Your personal information may betransferred tm anyone who is helping ysrnake the Site
and Services available and functional, |ilke technical agents, loaynment processing vendors,
r )tlqei,- subcontractors, and our affiliates and consultants.
o Asin any transaction, if you provde your credit card irforrmadom&mms for lourchases your
credit card company will be provided with 0 relevant information about us, itemn(s)
purchased, cost: and other information necessary tm process the transaction.
o
We may disclose your personal information if permitted or required by law or is
necessary to connp[yniththe lam/ enforcement orin response to a search warrant,
smbp*enamr other legal process or where we believe such action is necessary in order to
lorotector defend our interests or the interests mf our users mr lousiness partners.
CHILDREN UNDER 13
The Site is not intended for children under age 13,mr for anyone under age 1.8 without hmvoNennentofa parent or
guardian, The Site includes unnnonitored content posted by users and sourced from other third parties and as you
can innagine,such content: may be unsuitable for children. VVedo not knowingly collect or&tribu1einformation
fronmmr about children under 13.
�
Like mosL other mtabSiMes, mie nnay emgagethird parties to directly gather non personally identifiable
information frorn users of the Site through automated means such as cooldes. For example, m/emay
engage third party to help us track and analyze mnouynooms iofmrmatiomfrmm users who visit the Site
mr use the Services� This Privacy Policy does not cover how third parties use cookies or other
technologies mr any information they gather through such techmo|ogies.
�
The Sites and Services may contain Unks to welisite.!s or other prol,.)ertles and content operated by third
parties over which X1 has no control. Their privacy policies rnay lie different from our Privacy Policy,
and you access such linked welisites or third ,)arty content at your own risk..
SECURITY
Information that X1 collects is stored on servers that *2 manages, using standard Security procedures and practices
alaloropriate to the nature of the information. Please lie aware that no data transmission over the Internel: can lie
gmaranteedtobe3.O0%secure, As aresu[t, Xl cannot gueranCeeor warrant t.he security of any information you
transmit mnor through the Sites mr Services and you dosoat your own rislK.
Agreement No. 4623
FOREIGN COUNTRIES
Your personal information may lie transferred to and maintained on servers or databases located outside your
state or country or 'to ajUrisdiction where the larivacy laws may not be as protective as those in your location. if
you are located outside of the United States, please be advised that X1. lorocesses and stores infori-nation in the
United States and your use of our Site or Services constitutes your consent to and understanding of this
processing.
CHANGES TO PRIVACY POLICY
X1 reserves the right to change this Privacy l3olicy at any dirne, and will do so by 1paosting changes to thils Privacy
Policy on the Site. The new Privacy Policy wilil aploly to all current and past users of the Site and will rely iace any
larior Privacy Policies tl,-Vat are inconsistent.
DISPUTE RESOLUTION
This Privacy ::1olicy shall lie governed by and construed in accordance with the laws of the State of California
alolplicable to agreements made and performed in California, excluding the application of the conflict of laws
CALIFORNIA PRIVACY RIGHTS
Under California Civil Code sections 1.798.83 1.798.84, California residents are entitled to ask us for a notice
describing what categories of personal custorner information we share wilth third parties or affiliates for those
third parties or affiliates' direct marketing purposes, That notice willl identify the categories of information shared
and will 'include a list of the third parties and affiliates with amhiclh it was shared, along with their inainres and
addresses. If you are a California resident and Would like a col,,)y of this notice, please submit a written request to
the following address:: X1. Discovery, Inc.; Attin.- 1= brivacy 1::Iolicy; 130 West Union Street-,, Pasadena, CA 9.1.103. In your
request, 1,,.)I:ease specify that YOU Want, a "California Privacy 1::riglhts Notice." Please allow at least thirty days for a
1�10
CONTACT US
If you have any questions about this Privacy Dolicy or X1.'s privacy loractices, please contact us at
liittp://www.xi..coirn/coiitact/
Or you can contact us by rnafll at:�
X1 [)iscovery, Inc.
1.30 West Union Street
:Pasadena, CA 91.1.03
Agreement No. 4623
In addition, lf you wish to exclude your personal information from our direct marketing, or if you would like to
update or delete your email address, mailing address or other personal information, or otherwise manage
communications you receive from X1, please contact us at the above.
Glossary
REVISED: March 31, 2013