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HomeMy WebLinkAboutAGR-7669 - BLUDOT TECHNOLOGIES INC - SaaS SERVICES AGREEMENT RE ACCOUNTING FOR DEBT SERVICES, LEASES, AND SUBSCRIPTION BASED INFORMATION TECHNOLOGYDocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 bludot PROPOSAL City of Orange, CA Prepared January 31, 2024 DocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 bludot Who we are Economic development makes a profound difference in our local communities, impacting the jobs we hold,the places we live and the establishments we visit.Bludot is committed to be the trusted technology partner and to empower the economic development teams with the tools and data that help maximize their impact. Bludot is a technology company offering cloud-based software solutions for local governments'economic development teams. Born out of a 16-week partnership inside of a customer's city hall,Bludot is purpose- built to meet the needs of any communities'economic development efforts. Bludot's software suite includes three core products:Bludot CRM,Bludot Open Business Directory and Open Rewards. Our products Bludot CRM is a web solution that allows a local government's economic development team to manage, track and engage with their local businesses. It is pre-populated with comprehensive data for all businesses within the jurisdiction.It includes functionalities to segment businesses,analyze in a map, centralize all touch-points for each business in one profile,send targeted communication to select group of businesses,track open rates and responses,integrate surveys and more.It offers a platform where staff members can collaborate and share knowledge that are critical in local Business Retention and Expansion as well as Attraction efforts.Over 170 communities across 27 states have adopted Bludot for their economic development departments. Bludot Open is a public-facing site that lets each community promote the local businesses in their community.It provides a simple,easy to use interface that can be accessed in any browser on any device. Businesses are able to visit the site and update their information directly, including their hours of operation, website,social media links,online ordering links,even promotions,job openings,and gallery.All changes go through city administrator users for approval before publishing live.Consumers will be able to visit the site, find local businesses,and view their latest information. Bludot Open serves as another valuable resource that local cities can leverage to help local businesses boost their digital presence,get found,and increase sales. Open Rewards is a community-wide rewards program that stimulates local economy by incentivizing consumers to shop local.The program lets consumers earn a percentage of rewards when they shop at the eligible businesses within the community,and can use the rewards they've earned at any other eligible businesses within that same community.The community program administrators may decide the appropriate percentage,funding, eligible businesses and additional program parameters.Since launching in 2022,Open Rewards is live in communities across the country such as Indio, CA and Arlington,VA with over 85%of users indicating that it has positively influenced their decision to shop local. BLUDOT.IO DocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 open reward s Open Rewards is a one-of-a-kind shop local app built specifically for local communities. Open Rewards allows members of the community to earn cash back rewards whenever they shop locally. It was designed around a simple philosophy: shopping locally benefits the entire community, not just a single business. 1 pi I® 0 - 1„._ , Lc v.:..._ EARN CASH BACK NO ADMINISTRATIVE BURDEN POSITIVE INCENTIVE ECONOMIC IMPACT Shoppers can earn rewards No administrative burden to Over 90%of users indicated Communities see over 20X on every purchase at eligible operate or maintain that Open Rewards positively return on investment in local local businesses influenced them to shop local economic impact g;61 w LOrdine I 5a• r c , SO5° ba , S197 50 N001 ate"` T - - - .-,,--; ,,,, .../ i C, qh, 10 H • . bi Pt • tilghllghfs T„O a Nationant eSWeek agl 1, F J p<^rPt 6'. NWM BLUDOT.1O DocuSign Envelope ID: FEGBF3A6-B4C3-469E-8768-A36BEB5EC670 PRICING OVERVIEW Open Rewards Open Rewards: 250-500 Businesses (Tier 2) 250 - 500 BUSINESSES 49 5 /mo annual subscription What's included Turn-key shop local platform: Let consumers earn cash back rewards when they shop at local businesses in your jurisdiction with Bludot's Open Rewards app No action required from businesses:Businesses do not have to sign up, add anything to their existing POS systems or train staff on accepting a new form of payment Supports all methods of payment:Credit card,debit card and cash are all supported Minimal administrative overhead:Communities are not required to process receipts, administer rewards or enroll businesses in the program Data dashboard: Pre-built reporting dashboard that give insights into transactions per business,total transactions, ROI, rewards earned, rewards redeemed and more Promotion&marketing support: Bludot will create a branded landing page,as well as additional print and digital assets for launch BLUDOT.10 DocuSign Envelope ID: FECBF3A6-B4C3-469E-8768-A36BEB5EC670 bludot ORDER FORM Bludot Technologies Inc. DATE 03/25/24 650 Castro St Ste 120#96003,Mountain View,CA 94041 Email:sophia@bludot.io Phone:215-828-7281 CUSTOMER City of Orange,CA 300 E. Chapman Ave.,Orange, CA 92866 Email: aschulze@cityoforange.org DESCRIPTION PRICE Open Rewards-Shop Local App(S/Month) S 495.00 Rewards Fund(One Time) S 30,000.00 Subscription Duration(Months): 12 Total: $35,940.00 This SaaS Services Agreement("Agreement") is entered into between Bludot Technologies Inc. ("Company")and the Customer listed above("Customer"). This Agreement applies to and incorporates the above Order Form as well as Bludot Terms and Conditions. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. BLUDOT TECHNOLOGIES,INC. CITY OF ORANGE,a municipal corporation 1—DocuSigned by: DocuSigned by: 1-614'160 C. 6SWL BY: r6o8447Dc4cD4D BY. ` srAArsos3oA140c_. Printed Name:Sophia Lheng Thomas C.Kisela,City Manager Title: CEO ATTEST: rlDocuSSiigne_ d by: 002DCDCBOBE 4SA_. Pamela Coleman,City Clerk APPROVED AS TO FORM: Mike Vigliotta,City Attorney DocuSigned by: CDC307DC0A7c4oA... by Nathalie Adourian Senior Assistant City Attorney DocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 SET UP AND CONFIGURATION Open Rewards Program set up and configuration Program parameters: Each community is able to configure the parameters of the program. This allows us to build a rewards program to fit your budget and community needs Rewards fund amount:This is the amount of money your community is putting in the rewards pool. Additional funds can be added to the account at any time Rewards percentage:This is the percentage a consumer will earn on their purchases. The default is 5%, but this can be adjusted. The program also allows for changes in rewards percentages for limited-time periods (i.e. Restaurant Week, Small Business Saturday, etc.) Rewards expiration:This allows your community to choose if rewards should expire if they are not used within a certain period of time. Expired rewards will return to the community rewards fund and available for distribution to other users Maximum rewards earned: This configuration controls the maximum amount of rewards that can be earned per transaction,whether a user can earn rewards on repeat visits or if a user can only earn a certain about of rewards in totality User incentives:This decides the strategy for incentivizing shoppers to download and use Open Rewards. Incentives include voucher codes that give users money when entered (limits are all configurable), sign-up bonuses and referral bonuses Business data collection: Bludot is able to import the businesses that will be participating in the Open Rewards program. Your community can send spreadsheet(s) of business information over to your dedicated Bludot customer success representative to import Suggested business information includes: Business name, address,website and social media Supplemental data: Bludot is able to import all business data for you. All business data is matched against Google and other data providers to pull supplemental datapoints like social media links,website links, business photos, hours of operation, contact information and more BLUDOT.IO DocuSign Envelope ID: FECBF3A6-B4C3-469E-8768-A36BEB5EC670 Terms and Conditions 1. ACCEPTANCE OF TERMS Thank you for using Bludot Technologies Inc. ("Company")'s products, services, websites, and apps which are branded as "Bludot" or "Bludot Open" (collectively "Services"). Company provides its Services to you through its website located at https://bludot.io (the "Site"), including all subdomains such as https://open.bludot.io and https://app.bludot.io, application programming interface (the "API"), or any mobile application (the "Mobile App", together with the Site and the API, the "Application"), subject to this Terms and Conditions agreement ("Agreement"). You ("Customer") indicate your acceptance of this Agreement by clicking or tapping on a button indicating your acceptance of this Agreement, by executing a document that references them, or by using the Services. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms "you", "your", or"Customer" shall refer to such entity and its affiliates. 2. SERVICES AND SUPPORT 2.1 The "Services" means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing collectively referred to as the "Content") and all modifications thereto. 2.2 Company reserves the right to alter the Services at any time. Company may provide, from time to time, enhancements to the Services which are added to the Services under this Agreement at no additional cost ("Enhancements"). Company may also provide, from time to time, additional features to the Services which may, but are not required to, be added to the Services under this Agreement at an additional cost Optional Features"). The parties understand and agree that access to and use of such Optional Features will be subject to both payment of the applicable fees therefor as well as additional or different terms and conditions applicable to such Optional Features. 2.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 3.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the DocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. 4. CONFIDENTIALITY; PROPRIETARY RIGHTS 4.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 4.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b)any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. 4.4 Company may collect information from third party services via integrations you initiate ("Connected Account Data"). Connected Account Data may be stored and processed by Company after an Integration is disconnected for the purpose of providing the Services. Connected Account Data is maintained for the duration your organization's account is active. 5. PAYMENT OF FEES 5.1 To the extent the Services or any portion thereof is made available for any fee, Customer will be required to make payment according to the selected subscription tier. Such subscription tier may include the option to prepay for access to the Services before it begins or to receive an invoice for payment after use of the Services has begun. Additional information on our subscription tier is available in the Order Form. In the case that the subscription tier selected by Customer involves recurring payments, Customer authorizes Company to bill the provided payment instrument on a periodic basis in accordance with the terms of the applicable subscription tier until termination of Customer account. 5.2 If Customer's use of the Services requires payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing DocuSign Envelope ID:FECBF3A6-B4C3-469E-8768-A36BEB5EC670 statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department. 5,3 All fees invoiced by Company must be received within thirty (30) days after the invoice date. Customer agrees that unless otherwise set forth in this Agreement, all fees paid and payable to Company under this Agreement shall be non-refundable. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income. 6. TERM AND TERMINATION 6.1 To the extent the Services or any portion thereof is made available for any fee, subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice, if the other party materially breaches any of the terms or conditions of this Agreement. If any payment is due, Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 7. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 8. INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non- infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services. 9. LIMITATION OF LIABILITY DocuSign Envelope ID: FECBF3A6-B4C3-469E-8768-A36BEB5EC670 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. MISCELLANEOUS 10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. 10.2 Competitive Procurement Selection Process. The competitive procurement selection process by which Customer contracts with Company may be acknowledged and used by other government entities to replace their respective competitive procurement selection process for RFP purposes such that other government entities may contract with Company for the same or substantially similar product(s) or service(s) without undergoing a separate competitive procurement selection process. 10.3 Piggy-Back Contracting. The terms, conditions, and prices of this contract executed between Customer and Company may be used by other government entities to contract with Company for the same or substantially similar product(s) and service(s) under either the same or a separate contract.