Loading...
HomeMy WebLinkAboutPANDOLOGIC, INC.DocuSign Envelope IDY6GQQ9W'6C WA99/9A97H8�A63D66E226 `;VOHK MAY NOT PROCEED LERK OF COUNCIL N-2023-052 D. PO l0) DATE: MASTER SERVICES AGREEMENT p ChtFF ,-� This Master Services Agreement (this "Agreement") is made as of March 1, 2023 ("Effective Date") by and between / PandoLogic, Inc. a Veritone company, on behalf of itself and its subsidiaries and affiliates ("PandoLogic" or "Company"), a Delaware corporation, having its principal place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 and City of Santa Ana on behalf of the Santa Ana Police Department, having its principal place of business at 20 Civic Center E� Plaza Santa Ana, CA 92701("Client"). EV to This Agreement sets forth the terms under which Company will provide Client with access to and use of certain t:) service offering(s), each as identified in more detail in Section 2 below and in the applicable order form attached hereto (the a "Services"), as well as related professional services to implement, configure and use the Services ("Professional Services"). The term "Order Form" shall mean an ordering document executed by the parties hereto which references this Agreement and specifies the Services and/or Professional Services to be provided under this Agreement. 1. Term and Termination. a. Term. This Agreement will commence on the Effective Date and will continue for three months ("Initial Term"). The term of any subscription to the Services will be as specified on the applicable Order Form. b. Termination. Either party may suspend its performance under or terminate this Agreement immediately upon written notice at any time if. (i) the other party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach; or (ii) the other party shall be adjudicated bankrupt or shall petition for or consent to any relief under any bankruptcy, reorganization, receivership, liquidation, compromise, or any moratorium statute, whether now or hereafter in effect, or shall make an assignment for the benefit of its creditors, or shall petition for the appointment of a receiver, liquidator, trustee or custodian for all or a substantial part of its assets, or if a receiver, liquidator, trustee or custodian is appointed for all or a substantial part of its assets and is not discharged within thirty (30) days after the date of such appointment. (iii) Client may terminate Agreement for convenience provided they provide Company with thirty (30) days' written notice. c. Survival. The provisions of Sections Lc, 3. 4, 5 6, 7, and 8 hereof will survive the termination of this Agreement for any reason. 2. Services. a. pandolQTM. pandolQTM is a programmatic job campaign management tool which automatically optimizes ajob distribution campaign and budget across a large number ofjobs. If Client wishes to engage Company to provide pandolQ services, Company and Client shall enter into an Order Form substantially in the form attached hereto as Schedule A. b. pandoSELECT. pandoSelect is Company's bundled SaaS solution that combines pandolQTM job advertising, native easy apply, conversational Al (chat), and a candidate management dashboard. If Client wishes to engage Company to provide pandoSelect services, Company and Client shall enter into an Order Form substantially in the form attached hereto as Schedule B. 3. Mutual Non -Disclosure. As used herein, any party that provides the other party any of its Proprietary Information will be deemed the "Disclosing Party" and the recipient thereof will be deemed the "Receiving Party". For the purposes hereof, "Proprietary Information" will mean all financial information, product and service pricing structures, business plans and strategies, processes, customer lists, contacts, sales data, analytics, software, algorithms, methods, inventions, and any other proprietary or trade secret information of the Disclosing Party provided to the Receiving Party hereunder. The Receiving Party agrees (i) to hold the Disclosing Parry's Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party, employs with respect to its own Proprietary Information); (ii) not to disclose any such Proprietary Information to any third person except to those of its employees, contractors, affiliates, third party service partners and vendors (collectively, "Representatives") that need to know such Proprietary Information in connection with the Services contemplated herein, provided that such Representatives are subject to written obligations of confidentiality and non-use of Proprietary Information that are at least as protective as those set forth herein; and (iii) not use, copy, extract or summarize such Proprietary Information or any portion thereof except to evaluate internally its relationship with the Disclosing Party and/or to provide the Services contemplated herein. Without granting any right or license, the Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or the Receiving Party's Representatives) generally available to the public; (ii) was in its DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by a third party without any breach of an obligation of confidentiality; or (iv) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. The burden of proving the existence of facts that would qualify information under foregoing exceptions (i)-(iv) will rest with the Receiving Party. The Receiving Party may make disclosures as required or compelled by applicable law, regulation, or a court order issued by a court of competent jurisdiction provided the Receiving Party subject to such court order (a) provides the Disclosing Party with prompt written notice of any such compelled disclosure, (b) uses diligent reasonable efforts to limit disclosure, (c) uses commercially reasonable efforts to obtain confidential treatment or a protective order in connection with the information subject to such compelled disclosure, and (d) allows the Disclosing Party to participate in any such proceeding. 4. Insurance Coverage. Insurance Coverage shall be at least as broad as: a. Commercial General Liability ("CGL"): Insurance Services Office Form CG 0001 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. c. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Company in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, Cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. • Technology Professional Liability Errors and Omissions Insurance appropriate to the Company's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Company in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, Cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. Insurance shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor. If not covered under the Company's liability policy, such "property" coverage of the Agency may be endorsed onto the Company's Cyber Liability Policy as covered property as follows: If the Company maintains broader coverage and/or higher limits than the minimums shown above, the Client requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Client. If the Company maintains broader coverage and/or higher limits than the minimums shown above, the Client requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Client. d. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Page 2 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-BA97-88AB3D6BE228 i. Additional Insured Status The Client, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Company including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of in endorsement to the Company's insurance (at least as broad as ISO Form CG 20 tO 1185 or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage For any claims related to this contract, the Company's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects the Client, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Client, its officers, officials, employees, or volunteers shall be excess of the Company's insura ncence and shall not contribute with it. iii. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Client. iv. Waiver ofSubrogalion Company hereby grants to Client a waiver of any right to subrogation which any insurer of said Company may acquire against the Client by virtue of the payment of any loss under such insurance. Company agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Client has received a waiver of subrogation endorsement from the insurer. v. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Client. The Client may require the Company to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Client. vi. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VB, unless otherwise acceptable to the Client. vii. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: I. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years afler completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Company must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work viii. Verification ofCoverage Company shall furnish the Client with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Client before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Company's obligation to provide them. The Client reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. ix. Subcontractors Company shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Client is an additional insured on insurance required from subcontractors. x. Special Risks or Circumstances Page 3 of 18 DocuSlgn Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 Client reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 5. Representations and Warranties; Disclaimer. a. Each party represents and warrants that (i) it has full right, power and authority to enter into this Agreement and carry out its obligations hereunder; (ii) the person executing this Agreement is authorized to do so on its behalf, and (iii) the execution, delivery and performance under this Agreement does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound. b. With respect to Client's use of proprietary tags, pixels and/or other tracking technologies in connection with any media purchased under a Media Plan, and any data captured therefrom, Client represents and warrants that (i) it will comply with all applicable laws, rules and regulations, including data privacy, security and telemarketing laws, self -regulatory standards and industry guidelines (e.g., CAN-SPAM, CCPA, COPPA, FCPA, the Digital Advertising Alliance's Self -Regulatory Principles for Online Behavioral Advertising, the Interactive Advertising Bureau (IAB) Code of Conduct, and the Network Advertising Initiative (NAI) Code of Conduct); and (ii) it will clearly and conspicuously post notices on its website(s) and/or application(s) regarding the collection, transfer and use of data collected on such website(s) and/or application(s) by it and third parties, including appropriate choice mechanisms, in accordance with the foregoing. c. Warranty Disclaimer. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES WITH RESPECT TO ANY ASPECT OF ITS SERVICES PROVIDED HEREUNDER AND ALL OF SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY COMPANY AND WAIVED BY CLIENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Indemnification. a. Client Indemnification. Client will defend, indemnify and hold Company harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees and legal costs) incurred by Company as the result of any claim, suit or proceeding brought against Company by a third party arising or resulting from (i) Client's material breach of any representation, warranty, covenant or obligations contained in this Agreement or any terms, conditions, requirements or restrictions imposed by media vendors with respect to Client's advertising; (ii) Client's products or services, and/or any representations or marketing claims related thereto; (iii) Creative prepared or placed for Client to the extent created by Company pursuant to specific instructions or using materials provided by Client; or (iv) any gross negligence or willful misconduct of Client in its performance of this Agreement; provided, however, that Company gives Client prompt notice of any such claims, cooperates with Client in responding to such claims. b. Company Indemnification. Company will defend, indemnify and hold Client harmless from and against losses, liabilities, damages and expenses (including reasonable attorneys' fees and legal costs) incurred by Client as a result of any claim, suit or proceeding brought against Client by a third party arising or resulting from (i) Company's material breach of this Agreement; or (it) any gross negligence or willful misconduct of Company in its performance of this Agreement; provider, however, Client gives Company prompt notice of any such claims, cooperates with Company in responding to such claims. LIMITATION OF LIABILITY. COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT PAID TO COMPANY BY CLIENT AS COMPANY'S COMMISSIONS FOR THE APPLICABLE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CLIENT ACKNOWLEDGES THAT THE FEES AND CHARGES SET FORTH HEREIN ARE DEPENDENT ON CLIENT'S AGREEMENT TO SUCH LIMITATIONS AND THAT WITHOUT SUCH LIMITATIONS, FEES AND CHARGES ASSESSED FOR THE SERVICES PROVIDED HEREUNDER WOULD BE HIGHER. Page 4 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 8. Non -Exclusivity. Client acknowledges that Company is in the business of promoting the interests of its clients with respect to the services it provides hereunder. As such, nothing in this Agreement will restrict Company's ability to represent other clients and provide services substantially similar to or the same as the services provided hereunder to such other clients. 9. Miscellaneous. a. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required if Company assigns this Agreement in its entirety to an affiliate or to a successor Client in connection with a merger, combination or sale of all or substantially all of its assets. b. Controlling Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without, regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Orange County, California. Both parties hereto consent to the exclusive jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by California or federal law, as applicable. c. Severabil. All provisions of this Agreement will be considered as separate terms and conditions, and in the event any one will be held illegal, invalid or unenforceable, all other provisions hereof will remain in full force and effect as if any such illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case, Company and Client agree to appropriately amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. d. Independent Contractors. The parties hereunder are independent contractors. Except as expressly provided herein, neither party will have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended, nor will it be construed as a joint venture, association, partnership or other form of a business organization or agency relationship. e. Entire Agreement. This Agreement, together with all exhibits, schedules and amendments hereto, constitutes the entire agreement between Company and Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements between the parties concerning the subject matter hereof, whether oral or written. No waiver, modification, alteration or amendment of any of the terms and conditions hereof will be effective unless and until set forth in writing duly signed by an officer of Company and Client. f. Force Majeure. Except for the obligation to make payments of any fees and charges due hereunder, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond such party's control, including, without limitation, acts of war, terrorism, acts of God, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet or any component or operating network infrastructure thereof (each, a "Force Majeure Event"), provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses commercially reasonable efforts to promptly correct such failure or delay in performance. If Company is unable to provide Client with the Services for a period of sixty (60) consecutive days as a result of a continuing Force Majeure Event, either party may elect to terminate this Agreement. g. Publicity. All references, announcements, and/or press releases with respect to Client by Company will require the prior written approval of Client, with such approval not to be unreasonably withheld, conditioned or delayed. h. Notice. All notices to either party shall be in writing and delivered by hand, certified mail or overnight delivery to the address set forth by Company and Client in the signature block below, or to such other address as either party shall give by notice to the other party in accordance with this Section and such shall be deemed effective upon delivery. Alternatively, the parties may, at their election, utilize electronic mail as the method of delivery of any such notice provided hereunder. Notices sent by email shall be delivered to the email addresses designated by a party during the Term and shall be deemed effective upon confirmation of delivery by a "read receipt" or other such notice of delivery generated by the applicable email system, but in any event, by reply of the recipient of such notice. Page 5 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 I. No Continuing Waiver. Any waiver by Company of any breach of any term of this Agreement will not be deemed to be a continuing waiver, but will apply solely to the instance to which such waiver is directed. j. Attorney's Fees. If any action is brought by either party arising from this Agreement, or the Services provided hereunder, the prevailing party in such action will be entitled to receive, in addition to any judgment or award, reasonable attorneys' fees and legal costs incurred in connection with such action. Is. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which, taken together, will constitute one and the same instrument. This Agreement may be executed electronically, and such electronic signatures will be deemed valid and binding upon the parties and will serve in all respects as original signatures. Signatures may be delivered among and between the parties by facsimile or electronic means. Thereafter, the parties agree that an electronic copy of this Agreement may be used for any and all purposes for which an original may be used. Pogo 6of'18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers or representatives, effective on the date first above written. PANDOLOGIC, INC. 750 Lexington Avenue 6'b Floor New York, NY 10022 DS E DO uaignea by - Signature � 2010C3138C81442... Signature Ton Gacek Name: Print or Type Title: GM, a1WARE Enterprise 2/17/2023 1 7:01:19 AM PST Date: DS ! V ERITONE VERRONE FlNANCE I APPROVED Page 7 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 N-2023-052 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �erkof the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Tamara Bogosian Senior Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager RECOMMENDED FOR APPROVAL: ;D* alentin Chief of Police DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 Schedule A Order Form for oandolO This Order Form ("Order Form") shall be incorporated into and governed by the terms and conditions of the Master Service Agreement (the "Agreement") executed between City of Santa Ana on behalf of the Santa Ana Police Department ("Client") and PandoLogic, Inc. ("Company" or "PandoLogic") dated March 1, 2023. Capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Agreement. The following Services and associated pricing are being offered by Company to Client: Service Service Description Estimated Minimum Monthly Monthly Campaign Campaign Budget Budget pandoIQ pandolQTM is a programmatic job campaign management tool which automatically optimizes a job distribution campaign $6,000 $5,000 and budget across a large number of jobs. Utilizing a predefined Per month Per month campaign budget, (as opposed to individually paid job postings), For pandoIQTM leverages advanced performance -predicting 3 months algorithms and targeted campaigns to automatically boost response for jobs that need it most. pandoIQTM campaign strategies can be tailored to the employer's hiring needs and budget helping them source the most qualified talent, faster, easier, and for less. Total PandoIQ Cost: $6,000 PandoLogic/Veritone Co -Investment: 41,000 Total Monthly Cost to Client: $5,000 Total Contract Value: $15,000 Company Responsibilities: Company agrees to run and manage the job campaign for Client and/or its Advertisers as well as to provide Client and/or its advertisers with analytics reports related to traffic and job performance for pandoIQ campaigns. Term: The term of this Order Form shall commence on March 1, 2023 and shall terminate on June 30, 2023 unless earlier terminated in accordance with the Agreement; provided, however, that the Client may terminate this Order Form prior to the end of the term by providing Company with at least thirty (30) days prior written notice of its intention to so terminate.. IN WITNESS WHEREOF, the parties have executed this Order Form by their duly authorized officers or representatives, effective on the date first above written. i— DS PANDOLOGIC, INC. 750 Lexington Avenue 6' Floor New York, NY 10022 By. EOocuslpned by: 201aC313�— Signature Name: Son Gacek Print or Type Page 9 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88A63D68E228 Title: GM, MWARE Enterprise Date: 2/17/2023 1 7:01:19 AM PST Page 10 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 N-2023-052 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Senior Pgsistant City Attorney CITY OF SANTA Manager David Valentin Chief of Police for S 1 j r\0--kV V'e-S FOR APPROVAL: Page I l of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 exhaustion or other doctrine of law, equity or otherwise with respect to any product, service, software, technology, materials, information or Intellectual Property Rights of Company or its affiliates or licensors. Intellectual Property Rights" means all forms of proprietary rights, titles, interests, and ownership including patents, patent rights, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), publicity rights and all similar rights of every type that may exist now or in the future in anyjurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing. 3. Third Party Licenses. Certain software components of the Platform and Services are supplied pursuant to license agreements from third parties, and Client agrees that Client's use of the Platform and Services shall be subject to the provisions of such third party license agreements. 4. Restrictions. a. License Restrictions. Client agrees to use the Platform and Services only for "Lawful Purpose" or "Lawful Use" (defined as the use of software that is consistent with the terms and conditions of the license.) and only as expressly authorized under this Agreement. Except as expressly authorized hereunder, Client agrees that it shall not, directly or indirectly: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display or otherwise make the Platform or Services, in whole or in part, including any content or data derived therefrom that is not directly owned by Client or for which Client has all necessary rights, available to any third party; (ii) reverse engineer, decompile, disassemble, modify, translate, reconstruct, omit, distort, obscure, copy or create derivative works of all or any portion of the Platform, Services, any underlying software, or any other Company Property (as defined below), or otherwise attempt to access the source code of the Platform or Services; (iii) incorporate any portion of the Platform or Services into Client's own programs or compile any portion of them in combination with Client's own programs; (iv) store or otherwise capture to physical media, or enable a third patty to store or capture, the Platform or Services or any portion thereof; (v) permit any persons, other than Client's authorized users for which Client has procured User IDs from Company, to access and use the Platform or Services; (vi) upload or transmit through the Platform or Services any material, content, media or data (collectively, "Client Content") with respect to which Client does not either own all right, title and interest or have the appropriate license(s) for lawful use, or otherwise violate or infringe upon the intellectual property rights of any third party in Client's use of the Platform or Services, including the use or distribution of any data derived from the Platform or Services; or (vii) violate any extant federal, state, county, or municipal laws, rules or regulations within the United States that deal with software licenses in connection with its use of the Platform or Services, including any data or content contained in, transmitted through or derived therefrom. b. Prohibited Acts. Client acknowledges and agrees that Client is prohibited from doing any act that may have the effect of undermining the integrity of the Platform, Services, any related computer systems, infrastructure or environment, or the methods by which Company provides Services to users. Without limiting the generality of the foregoing, Client agrees that it shall not, directly or indirectly: (i) defeat, circumvent or modify any authentication technology or other security measures, controls, limitations, or content or functionality filters contained in or associated with the Platform or Services, or otherwise attempt to access any aspect of the Platform or Services that Client has not been granted authorization to access under the License Agreement; (ii) deploy or facilitate the use or deployment of any script, routine, robot, spider, scraper or any other automated means, method or device with respect to Client's access and use of the Platform and Services for any purpose, including to access, view, select, or copy in whole or in part, any content, program, functionality of the Platform or Services, or any other proprietary information or trade secret of Company that is made available through the Platform or Services; (iii) deploy or facilitate the use or deployment of any program, system, means, method or device, for any purpose that places an unreasonable, unnecessary or excessive demand or load on the Platform, Services, or related hardware and connections, or prohibits, denies or delays access to Services by other users or otherwise threatens the continuous services of Company's ISPs, suppliers and vendors; (iv) introduce into the Platform or Services any program, executable file or routine (such as a worm, Trojan horse, cancel-bot, time bomb or virus) irrespective of whether any such program or routine results in detrimental harm to the Platform, Services, or any underlying systems or programs; (v) remove any proprietary notices, labels or marks from the Platform or Services; (vi) establish any direct or deep link or other connection to any specific page or location within the Platform or Services, other than the Platform log -in page; (vii) use or attempt to use another user's account without authorization, or interfere with another user's access to the Page 13 of 18 DocuSign Envelope ID: 6802D9A6-9C77-4A99-8A97-88AB3D6BE228 Platform or Services; or (viii) access or use the Platform or Services to design, develop, build, market or support a competitive product or service. Access and Use Company will enable Client to access and use the Platform for the duration of the Term, subject to any early termination of this Agreement in accordance with the terms hereof. Access to the Platform will be through unique log -in credentials assigned to Client by Company (each, a "UserlD"). Client shall be given that number of UserlDs as specified in the Agreement. Client will provide accurate and complete information in registering its authorized users for account access. Client acknowledges and agrees that the log -in credentials assigned hereunder are Confidential Information and may only be used by Client and its authorized users to access the Platform in accordance with theterms of this Agreement, and that Client will not publish, share, or otherwise enable any third party, directly or indirectly, to access the Platform for any purpose. Client further agrees that Client is responsible for its and its authorized users' use of the Platform, including use via the User IDs, and for any consequences thereof. Client agrees to immediately notify Company of any unauthorized or improper use of any log -in credentials of Client. All of the rights, obligations, restrictions, representations and warranties related to Client's access and use of the Platform under this Agreement shall apply to Client and all of Client's employees, contractors, consultants, representatives and agents (collectively, "Representatives"). Client shall be responsible for all acts and omissions of its Representatives in the performance of this Agreement and for any breach of this Agreement by any of its Representatives. 6. Intellectual Property. As between Company and Client, Company and/or its respective licensors retain all right, title and interest (including Intellectual Property Rights) in and to the Platform and Services, including, but not limited to any elements, components, content, technology, software, code, documentation, derivative works, revisions, enhancements, modifications, condensations and/or compilations of or relating to the Platform and Services, and any trademarks, brand identifiers, materials and information, which are created, authored, developed, conceived and/or reduced to practice by Company and/or its respective licensors, including in connection with Company's provision of the Platform and Services to Client under this Agreement ("Company Property"). As between Client and Company, Client retains all right, title and interest (including Intellectual Property Rights) in and to the Client Content, and any software, technology, materials and information which are independently created, authored, developed, conceived or reduced to practice by Client. 7. Client Content a. Content Ownership. Client represents and warrants that (i) Client and/or its licensors own all right, title and interest in and to all Client Content uploaded to or transmitted through the Platform or Services, or otherwise have all rights in such Client Content as necessary to furnish to Company and use the same in connection with Client's use of the Platform and Services and to grant the rights granted by Client in this Agreement, and (ii) such Client Content, and Client's and Company's use thereof as provided in this Agreement, do not and will not misappropriate or infringe upon any third party's Intellectual Property Rights, or violate any other rights of any third party. b. License to Content. In addition to any other rights expressly provided in the Agreement, Client hereby grants to Company and its third party service providers a non-exclusive, royalty -free, worldwide license to use and display all Client Content that Client provides to Company or that are otherwise uploaded to or captured by the Platform through Client's use of the Platform and Services, solely as required for Company to provide the Services and perform its obligations under this Agreement. c. Data Security and Destruction. Company shall keep all Client Content strictly confidential. Company shall maintain and use appropriate administrative, physical, and technical safeguards and measures for protection of the security, confidentiality and integrity of all Client Content uploaded to or transmitted through the Platform or Services, including protections against unauthorized disclosure or access, or accidental or unlawful destruction, loss or alteration. Client Content shall be used and stored by Company solely to the extent required to provide the Services and perform its obligations under this Agreement, and Company shall not use or store the Client Content for any other purpose whatsoever. Company shall ensure that all personnel and third party service providers having access to the Client Content are subject to confidentiality obligations with respect thereto. Company shall notify Client within a reasonable time in the event that Company determines that a security breach has resulted in an unauthorized disclosure of or access to Client Content. Upon termination of this Agreement or upon the written request of Client at any time, Company shall ensure the secure deletion and destruction of all Client Content. Page 14 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 Term: The term of this Order Form shall commence on March 1, 2023 and shall terminate on June 30, 2023 unless earlier terminated in accordance with the Agreement; provided, however, that the Client may terminate this Order Form prior to the end of the term by providing Company with at least thirty days prior written notice of its intention to so terminate. IN WITNESS WHEREOF, the parties have executed this Order Form by their duly authorized officers or representatives, effective on the date first above written. PANDOLOGIC, INC. 750 Lexington Avenue 6'h Floor DS New York, NY 10022 �— aoeu919nea by: By. 201 CC3139C814p2... Signature ion Gacek Name: Print or Type Title: GM, ai WARE Enterprise Date: 2/17/2023 1 7:01:19 AM PST Page 15 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 N-2023-052 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA er c of the Co ncil APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jwk� Tamara Bogosian Senior Assistant City Attorney KRISTINE RIDGE City Manager alentin Chief of Police FOR APPROVAL: Page 16 of 18 DocuSlgn Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228 EXHIBIT A Additional Services Company shall provide to Client the following additional Services: 1. Veritone aiWARE Platform. Company's parent company, Veritone, Inc., is a developer and provider of artificial intelligence solutions, including its aiWARE platform (the "Platform"), which delivers near real-time audio and video processing, supporting the planning and discovery of media, the tracking of media campaigns, media campaign verification and analytics. 2. License: Client is hereby granted a nontransferable, nonsublicensable, nonexclusive license to access and use certain applications made available through the Platform, specifically the Veritone Discovery and Veritone Custom Analytics Platform applications (collectively, the "Applications"), solely for the purpose of managing, tracking and evaluating Client's advertising campaigns placed by Company under this Agreement (the "License"). Such License will be subject to the Veritone Master License Terms and Conditions available at https://www.veritone.com/terms- conditions (the "Terms and Conditions"), Client shall ensure that all of Client's end users who are granted access to the Platform comply at all times with the Terms and Conditions. a. User IDS: Client will be provisioned up to 3 user IDS for access to the Platform. b. Fees: Company shall waive for Client the monthly fee that Company typically charges clients for access to the Platform for the License. Client acknowledges that additional user IDS, use of any Platform applications or services other than the Applications, and/or use of the Applications for purposes other than the purposes included in the License, may be subject to additional fees, which will be quoted by Company upon request and mutually agreed upon by the parties in writing. c. Tenn: The term of the License will be coterminous with the term of the Agreement, unless earlier terminated by either party upon thirty (30) days prior written notice. Major media broadcasters with which Company may place advertising on behalf of Client also license the Platform from Veritone, Inc. for advertising tracking, verification, analytics and reporting. The amounts and types of license fees paid by broadcasters to Veritone, Inc. vary depending on a number of factors including, in certain cases, the aggregate advertising spend placed by Company across all of the broadcaster's media properties. Page 17 of 18 DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB306BE228 Appendix Summary: Anticipated Outcomes LEA Name: Santa Ana PD Cstimated Uick2APPIy% 2.01 Estimated Aoolv2Hire94 Sfl�k W. lab Recommended Anticlpated I Anticipated Anticipated yalpme lobsln Campaign Monthlyeadget CPC Applies CPA CPC CPA Police Office Academy Grad, 5 6,000.00 5 0.60 200 5 30.00 Low Bids High Bids Law Rids Highelds Police DRicer(LAerall, Police 1 9 Cadet,Pnlice Recruit $ 0.55 5 0.6d $ 2R $ 32 Pand.5dectSWApplicaian $ 1,500.G0 Total hbnthly Cart $ 7,500.00 Mtldpated Pablo Select Chat Conpietlon Rate: 15.0% MticipMed POtentlal Candidatesbr Ca deratlon: 30 UC UAPerUick CPA: Cast per ApplloHan to PandoSelect Solution Workflow Page IS of Is p and o I Q v JOIN THE TALENT REVOLUTION! SMART TALENT ACQUISITION LEADERS EMBRACE AUTOMATION Revolutionary Leaders use intelligence to fully automate systems. That is where we come in! TRANSFORM YOUR HIRING FUNNEL WITH PANDOIQ Meet your hiring needs while maximizing your recruitment ad spend. Every company posts theirjobs on majorjob boards like Indeed and ZipRecruiter. But only 5% truly know what sources really work. Our programmatic job advertising platform, pandolQ, connects employers with the right candidates, at the right place, time, and price -automatically. NO MORE CONTRACTS We manage the relationships, so you don't have to. Our network includes the sites you know and thousands of others to deliver the best candidates. INTELLIGENCE DRIVES RESULTS pandolQ is the only programmatic platform that continuously reviews and optimizes job ad performance throughout the campaign to ensure you meet your hiring needs. TRANSPARENCY In addition, pandolQ is transparent. Clearly showing details on performance so you can understand what sites, job descriptions and spend are making the most impact. a YOUR SUCCESS IS OUR SUCCESS Your needs may change on an ongoing basis that is why we partner with you to continue to refine and optimize your strategy through the expertise of our customer success team. Budgets and goals are continuously reviewed and optimized based on performance to ensure you are meeting your hiring needs. DATA+ REACH = PREDICTIVE PERFORMANCE We use billions of data points to make smart decisions about how to maximize your spend. Before we ever embark on a campaign we share a predictive performance report that shows the changes we will make and the results we will achieve together within 90%accuracy. We leverage this tool to set the expectations for your initial campaign and stand behind the results. This tool can even help you determine what your appropriate budget should be. 0 @Pondol.ogic. ALL RIGHTS RESERVED info@pandologic.com 1 212-419-46491 pandologic.com pando�logic a V.M..e company OUTCOMES IN ACTION INCREASE PERFORMANCE "472% increase in applicant volume and 53396 decrease in Cost per Applicant." - Dominos Pizza DECREASE COST " 7796 decrease in Cost Per Click with programmatic versus posting on a single job board. " - Health Trust SAVES TIME "pandolQ's AI -enabled algorithms have freed up the resources previously required to manage and track our ad campaigns! " - Cella Predict Campaign coot \I/ •7-_(' &Performance HERE'S HOW IT WORKS: Project Ideal Bites --------- job &Budget &Traffic SOWCe$ Prioritization FULLY AUTOMATED. / \ INTELLIGENT. °o Project Optimal Budget to Eliminate Poorly FUELED BY DATA. Meet Applicant Goals Data Driven Keyword selection Performingjob Bites Eliminate manual inefficiencies. 9 a" Createjob versions Dynamic Bidding Create Scale. Using Location&Titling ; = &Spend Optimization Data \ l� / Drive Performance. � n A/B Test job versions Prevent Competition & Increase Traffic to —_ with Your Own jobs High Performers @PondoLogic. ALL RIGHTS RESERVED info@pandologic.com 1212-419-46491 pandologic.com pando yR'(OgiC a Veritonecumpany h pandoSELECT THE MOST QUALIFIED CANDIDATES AT YOUR FINGERTIPS One simple Al solution to attract, engage, manage, and qualify your candidates with ease. REACH ON A NEW LEVEL Imagine being able to find the right talent for your needs, engage with them easily, and manage their hiring— all with the power of automated At technology. pandoSELECT combines the best -in -class programmaticjob advertising platform pandolQ with a candidate management dashboard and conversational Al (chat) for a deeper level of engagement without the heavy lift or hassles. GREATER EFFICIENCY pandoSELECT leverages programmaticjob advertising to deliver quality applicants to a dedicated dashboard where you can manage details and track progress in one place, saving you time and energy. STREAMLINED TECH STACK Sourcing talent is a struggle — especially with today's competitive hiring landscape and overly complicated recruitment tools. Reduce the chaos of recruitmentwith one solution that simplifies your process. MORE QUALIFIED CANDIDATES Gone are the days of manual job postings and drawn - out screening processes. pandoSELECT streamlines your workflows to help you source and qualify candidates more quickly and accurately, so you can focus on more important tasks. SEAMLESS SOLUTION From the job ad to the final offer, pandolQ automates time-consuming tasks to provide better candidate delivery early in the process, conversational AI to keep talent engaged, and a simple platform to manage it all. QPandol-ogic. ALL RIGHT RESERVED. infoQpandologic.com 1 212-419-4649 1 pandologic.com pando °togic o wnm�-oo�m NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Veritone, Inc. Name: Project N-2023-052 Number: Project Master Services Agreement - Pandologic Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE City of Santa Ana, WOS, 20 Civic CYBER LIABILITY MTP904363102 06/11/2024 06/16/2023 Center Plaza, Santa Ana, CA, 92702.pdf City of Santa Ana, WOS, 20 Civic GENERAL LIABILITY TCP701273715 06/11/2024 06/16/2023 Center Plaza, Santa Ana, CA, 92702.pdf City of Santa Ana, WOS, 20 Civic TECHNOLOGY PRODUCTS AND SERVICES MTP904363102 06/11/2024 06/16/2023 Center Plaza, Santa Ana, CA, 92702.pdf City of Santa Ana, WOS, 20 Civic WORKERS COMPENSATION AND TWC701281415 06/11/2024 06/16/2023 Center Plaza, Santa Ana, CA, EMPLOYERS' LIABILITY 92702.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 6/16/2023 7:47 PM