HomeMy WebLinkAboutVI.2.a. EventsTag Service AgreementCrowd Reactive Service Agreement
Order Number: ny-southbend-dm-05-18
Effective: May 3, 2018
This Crowd Reactive Service Agreement (the “Service Agreement”) is made and entered into by and
between City of South Bend Indiana (“Client”) and Crowd Reactive Inc. (“Crowd Reactive”). Collectively,
Crowd Reactive and Client are referred to as “the Parties.”
1.Service Performance
1.1.Activation Outline
1.1.1.Activation Name - The services described in this Service Agreement are to be
used for the Best Week Ever activation.
1.1.2.Activation Timeline & Location - The services described in this Service
Agreement are to be used in accordance with the below timeline.
May 28 - June 3rd - South Bend, IN - Multiple Venues
1.1.3.Timeline or Location Changes - The Client must provide written notice of any
adjustments to the Activation Timeline & Location at least fifteen (15) business
days prior to the activation date(s).
1.1.4.Completion - The activation will be considered complete when Crowd
Reactive delivers the services outlined in this Service Agreement for use
according to the Activation Timeline.
1.1.5.Numeric Standards - Crowd Reactive is not responsible for meeting any
numeric standard in relation to throughput or effectiveness of the services.
1.2.Pre-Production
1.2.1.Place of Performance - Crowd Reactive will complete pre-activation work at
Crowd Reactive facilities and/or vendor facilities contracted by Crowd
Reactive.
1.2.2.Costs - The Client understands that the 50% pre-production cost is a
non-refundable portion of the total cost.
1.2.3.Completion - Pre-production will be considered complete when Crowd
Reactive have incurred the pre-production costs.
1.2.4.Invoice - The pre-production invoice will be non-refundable and independent
of event delivery.
1.3.License - Crowd Reactive agrees to provide the Client with time-limited licensed
access and use of the Crowd Reactive Platform (the “Platform”) and the services as
described in this Service Agreement.
2.Core Services
2.1.Digital Mosaic
2.1.1.User Journey - The user journey that Crowd Reactive will deliver is outlined
below:
1)Content is collected and displayed onto a screen.
2)Content then animates into a spot within the mosaic until all spots are
full.
2.1.2.Software - Crowd Reactive agrees to provide one (1) Digital Mosaic with a
time-limited license for use during the Activation Timeline
2.1.3.Hardware - The below outlines the hardware that is expected for use during
the Activation Timeline.
Crowd Reactive agrees to provide:
●No hardware
Client agrees to provide:
Crowd Reactive Service Agreement 1 of 7
●All screens, cables, and computers required to run the software. For
an HD screen, the computer must have an i3/i5/i7 Intel Processor, 8GB
RAM, an HDMI Port and the Google Chrome browser installed. For a
4K screen, the software output must be scaled down to 1920x1080.
2.1.4.Creative - The below outlines the creative that is expected for use during the
Activation Timeline.
Crowd Reactive agrees to provide:
●One (1) starting image
●One (1) final image
●One (1) promotional slide
●One (1) exported final grid of images
Client agrees to provide:
●All/any Brand Guidelines, Logo(s) in high resolution or vector format,
Font(s) in .otf or .ttf format, Color Palettes, Hashtags, Reference
Artwork or Required Graphics in high resolution or vector format,
Screen Resolutions, or the like that are needed to create the creative
elements
3.On-Location Services
3.1.Internet
3.1.1.Requirement - The Client agrees to provide each of the products with wired or
wireless internet that has a minimum of 5 mbps download speed and 1.5 mbps
upload speed.
3.1.2.Emergency Usage - If the Client requires Crowd Reactive to supply internet
access during an activation, the Client agrees to pay any costs associated with
the equipment and data usage within 30 days of being issued an invoice.
3.1.3.Liability - The Client will not hold Crowd Reactive liable for internet-related
delays in service or loss of functionality.
3.2.Power
3.2.1.Requirement - The Client agrees to provide Crowd Reactive with one (1)
standard outlet with a minimum of six (6) amps per outlet and extension cords
within one (1) meter of the desired location for each of the Core Services.
3.2.2.Emergency Usage - If the Client requires Crowd Reactive to supply power
access during an activation, the Client agrees to pay any costs associated with
the equipment and power usage within 30 days of being issued an invoice.
3.2.3.Liability - The Client will not hold Crowd Reactive liable for power-related
delays in service or loss of functionality.
3.3.Shipping
3.3.1.Contact - The Client agrees to provide a direct contact for shipping and all
details necessary to ensure everything shipped is received and picked-up
without delay or additional fees
3.3.2.Hours - Delivery and pickup of all Crowd Reactive equipment must be flexible
during the week during normal business hours (9AM - 5PM).
3.3.3.Additional Costs - The Client agrees to pay any costs associated with
specifically required times, wait times, or venue fees within 30 days of being
issued an invoice.
3.4.Storage
3.4.1.Security - The Client agrees to provide space to store equipment and cases
that is secure from theft.
3.4.2.Humidity - The Client agrees to provide space to store equipment and cases
that is safe from rain and/or excessive humidity (<80%).
Crowd Reactive Service Agreement 2 of 7
3.4.3.Temperature - The Client agrees to provide space to store equipment and
cases that is maintained between temperatures of 40-90 degrees Fahrenheit.
4.Additional Service Deadlines
4.1.Creative
4.1.1.Assets - All Client assets and information must be provided at least ten (10)
business days prior to the Activation Timeline. For activations involving
hardware branding, all Client the assets and information must be provided at
least twenty (20) business days prior to the Activation Timeline.
4.1.2.Elements - All creative elements required of the Client must be provided at
least three (3) business days prior to the Activation Timeline. For activations
involving hardware branding, all hardware branding elements must be
provided at least twenty (20) business days prior to the Activation Timeline.
4.1.3.Approval - The Client must provide written approval of all creative elements at
least three (3) business days prior to the Activation Timeline.
4.2.Hardware Branding
4.2.1.Approval - The Client must provide written approval of all hardware branding
at least fifteen (15) business days prior to the Activation Timeline.
4.2.2.Additional Costs - The Client agrees to pay any costs associated with
adjustments to branding after that point within 30 days of being issued an
invoice.
4.3.Additional Consumables
4.3.1.Request - Any consumables outside of those listed above must be requested
fifteen (15) days prior to the event at which the consumables would like to be
used.
4.3.2.Additional Costs - The Client agrees to pay any costs associated with the
additional consumables within 30 days of being issued an invoice.
5.Payment
5.1.Agreed Price - The Client agrees to pay $1,200 for the services rendered by Crowd
Reactive.
5.2.Payment Schedule - The Client agrees to follow the below outlined schedule for
payment of the Agreed Price.
5.2.1.Full Balance due prior to the Activation Timeline
5.3.Fees and Penalties
5.3.1.Transaction Fees - All payments should be made by check or Automated
Clearing House (ACH) with a 4% transaction fee being assessed for credit card
payments.
5.3.2.Late Payment Penalty - With respect to the unpaid amount of any invoice not
paid in full on its due date, there shall be a late payment penalty due in an
amount equal to one and a half percent (1.5%) of the unpaid amount due for
each day after the due date.
5.3.3.Pre-production Costs - The 50% pre-production cost is non-refundable.
6.The Platform
6.1.Content Collection
6.1.1.Limitations - The Platform enables content to be collected from various third
party services as well as Crowd Reactive’s own content creation platform. The
Client acknowledges that any requests outside of the limitations outlined in
this section may require additional invoicing from Crowd Reactive and
amendments to the Service Agreement.
6.1.2.Instagram - Content from Instagram must be publicly shared and fall within the
API limitations of Instagram. Content may come from specified hashtags, but
can no longer come from usernames.
Crowd Reactive Service Agreement 3 of 7
6.1.3.Twitter - Content from Twitter must be publicly shared and fall within the API
limitations of Twitter. Content may come from specified usernames, hashtags,
or mentions.
6.1.4.Facebook - Content from Facebook must be posted to a public Brand Page on
Facebook. Content cannot be pulled from a group or profile regardless of its
privacy settings.
6.1.5.Dropbox - Content from Dropbox must be in JPG, MP4, PNG, or GIF format and
be uploaded as directed by Crowd Reactive. The specific Dropbox account
details must be connected the Platform for this collection.
6.1.6.Crowd Reactive Content - Content created using Crowd Reactive software
can be collected and used for other Crowd Reactive products.
6.1.7.Confirmation - The Client agrees to finalize their content collection sources
within the technical limitations above at least ten (10) business days prior to
the Activation Timeline.
6.1.8.Liability - The Client will not hold Crowd Reactive liable for any issues related
to a third party service being inaccessible or banning access to any accounts.
6.2.Moderation
6.2.1.Access - Crowd Reactive agrees to provide the Client with access to moderate
the Content on a per-product basis. Content can be moderated by either
“Banning” content that is not desired or “Approving” content that is desired.
6.2.2.Guidelines - The Client is responsible for moderating the content and/or
providing the guidelines necessary to moderate the content.
6.2.3.Liability - The Client will not hold Crowd Reactive liable for any mistakes on
the part of the moderator unless explicitly stated within the on-site
responsibilities of this agreement.
6.3.Gallery
6.3.1.Access - Crowd Reactive agrees to provide the Client with access to a
templated gallery with the content from their activation.
6.3.2.Password Protection - Crowd Reactive agrees to provide password protection
for the gallery if the Client requires it.
6.3.3.Liability - The Client will not hold Crowd Reactive liable for the usage of any
content that is downloaded from a gallery unless password protection was not
provided within seventy-two (72) hours of a written request from the Client.
6.4.Report
6.4.1.Access - Crowd Reactive agrees to provide the Client with access to a report
on a per-product basis.
6.4.2.Update Frequency - The Client understands that metrics will be updated
near-live with the exception of social engagement metrics (ie: likes, comments,
shares, etc.) that will be accurate as of one hour prior to the last refresh.
6.4.3.Social Metrics
6.4.3.1.Accuracy - The Client understands that social metrics change over
time so numbers reported at a given time may not be representative
of what the numbers were or will be at any other given moment.
6.4.3.2.Banned Content - The Client understands that content that is banned
using the Platform is included in overall numbers unless stated
otherwise.
6.4.4.Gallery Metrics
6.4.4.1.Location - The Client understands that location metrics are guessed
based on technical information and may not always be representative
of a user's actual location.
Crowd Reactive Service Agreement 4 of 7
6.4.4.2.Social Shares - The Client understands that gallery social shares are
assumed based on a user's interactions on eventstag.com and may
not always be representative of actual shares.
6.4.5.Liability - The Client will not hold Crowd Reactive liable for any metrics
associated with throughput, outreach, or overall success of the activation.
6.5.Website Terms and Conditions
6.5.1.The Client agrees to never share login credentials with those outside of your
organization. Crowd Reactive is not liable for any issues related to the Client’s
misuse of an EventsTag account.
6.5.2.Crowd Reactive reserves the right to disable an account, if necessary, to
preserve the functionality of eventstag.com. In those instances, Crowd
Reactive will provide the Client with notice and provide the Client with a
back-up account to ensure service continues running while the issue with that
account is resolved.
6.5.3.Crowd Reactive reserves the right to update eventstag.com at any time. When
necessary, Crowd Reactive will contact the Client to ensure the impact is
minimal.
6.5.4.Crowd Reactive reserves the right to delete anything that is deemed illegal or
offensive. In those instances, Crowd Reactive reserves the right to block the
account from using the eventstag.com.
6.5.5.Any inquiries surrounding the Client's content will be reviewed by Crowd
Reactive. Information and non-public content for the Client will be kept
confidential unless Crowd Reactive is legally compelled to provide the
information or content. Crowd Reactive will provide notice prior to disclosing
information unless legally compelled otherwise.
6.5.6.Crowd Reactive owns all content on eventstag.com that has been written,
photographed, designed, and/or invented by Crowd Reactive. Express written
approval is required to use any content owned by Crowd Reactive.
6.5.7.The Client owns all content created by the Client for use on eventstag.com or
within any Crowd Reactive project.
6.5.8.Crowd Reactive may require the use of other sites to provide the Client with
the appropriate services. In those cases, Crowd Reactive will agree to the
required terms of service and the Client accepts that Crowd Reactive will
operate within those terms.
7.Remote Support
7.1.Access - Crowd Reactive will provide remote support via dedicated account managers
that can provide assistance via email, phone, or VPN access software.
7.2.General Queries - General queries will normally receive a reply within four (4) business
hours.
7.3.Event Queries - During events which the account managers are made aware of at
least two (2) weeks prior, queries will receive a reply within 30 minutes.
8.Damaged, Lost, or Stolen Equipment
8.1.Responsible Party - The Client is responsible for any hardware or software damage or
losses incurred while being used, transported, maintained, stored, or otherwise in
possession of the Client. In those instances, the Client agrees to pay Crowd Reactive
for damaged, lost, or stolen equipment or software supplied by Crowd Reactive within
30 days of being issued an invoice.
8.2.Modifications - No physical or permanent modifications to Crowd Reactive equipment
or software are permitted without written approval from a Crowd Reactive
representative.
Crowd Reactive Service Agreement 5 of 7
8.3.Repair or Replacement Costs - Crowd Reactive will provide itemized costs involved in
repairing or replacing equipment upon request to the best of the Crowd Reactive’s
ability.
9.Confidentiality
9.1.Materials - The Client agrees to not share any templates, guides, prices, or materials
received from Crowd Reactive without written consent from Crowd Reactive or unless
legally compelled to provide the information or content.
9.2.Services - The Client agrees to maintain confidentiality relating to all Crowd Reactive
services unless legally compelled to provide the information or content.
10.Negligence or Willful Misconduct Liability
10.1.Each party shall hold harmless and indemnify the other party, its directors, officers,
employees, agents, and other representatives (collectively “Representatives”), from
and against any and all claims, demands, actions, proceedings and costs (including
reasonable attorney’s fees) (“Losses”) in any way resulting from and/or arising out its
own negligence or willful misconduct. Furthermore, Crowd Reactive shall hold
harmless and indemnify Client and its Representatives from and against any and all
Losses in any way resulting from and/or arising out of: (a) products, point of sale
materials and/or other product related materials and/or goods supplied in connection
with this Agreement, including but not limited to, any defect in merchandise, or the
purpose or use of any product manufactured, produced, or distributed by Crowd
Reactive; or (b) the infringement of any patent, copyright, trademark, intellectual
property or proprietary right held or used by any third party by any intellectual
property, material, composition, or item provided by or on behalf of Crowd Reactive.
Nothing in this paragraph relieves either party from liability for its own act, omission or
negligence
11.Data Protection
11.1.The following definitions apply:
11.1.1."data controller", "data processor", "data subject" “personal data” and
"processing" bear the respective meanings given them in the Data Protection
Act 1998 and after 25 May 2018 in the General Data Protection Regulation (EU)
2016/679;
11.1.2."data" includes personal data;
11.1.3."Data Protection Law" means all applicable data protection law and regulations
in any jurisdiction;
11.2.Crowd Reactive shall:
11.2.1.only carry out processing of any personal data on the Client's instructions;
11.2.2.implement appropriate technical and organisational measures to protect any
personal data against unauthorised or unlawful processing and accidental loss
or damage; and
11.2.3.not transfer personal data to any country outside the European Economic Area
after written authorisation by the Client which may be granted subject to such
conditions as the Client deems necessary.
11.3.Crowd Reactive shall:
11.3.1.not subcontract any processing of the personal data without the prior written
authorisation of the Client;
11.3.2.ensure that access to the personal data is limited to those employees or
authorised subcontractors who need access to the personal data to meet
Crowd Reactive's obligations under this agreement and that all employees and
authorised subcontractors are informed of the confidential nature of the
personal data;
Crowd Reactive Service Agreement 6 of 7
11.3.3.comply with its obligations under any applicable Data Protection Law, and shall
not, by act or omission, put the Client in breach of, or jeopardise any
registration under, any such Data Protection Law;
11.3.4.promptly and fully notify the Client in writing of any notices in connection with
the processing of any personal data, including subject access requests, and
provide such information and assistance as the Client may reasonably require;
11.3.5.promptly and fully notify the Client in writing if any personal data has been
disclosed in non-compliance with this clause and take every step to enable the
Client to comply promptly with its security breach notification procedures;
11.3.6.indemnify the Client against any loss or damage suffered by the Client in
relation to any breach by Crowd Reactive of its obligations under this clause ;
and
11.3.7.if requested, submit to a data security audit before any Supply commences,
once during the 12-month period commencing on the Effective Date or any
subsequent 12-month period and if any regulator of the Client requests or
requires an audit of the Client and/or any of its service providers.
11.4.Crowd Reactive shall:
11.4.1.take reasonable precautions to preserve the integrity of any personal data or
other data which it processes and to prevent any corruption or loss of such
data;
11.4.2.follow its archiving procedures for such data;
11.4.3.make a backup copy of such data and record the copy on media from which
the data can be reloaded if there is any corruption or loss of the data;
11.4.4.in such event and if attributable to any default by Crowd Reactive or any of its
Affiliates, promptly restore the data at its own expense or, at the Client's
option, promptly reimburse the Client for any reasonable expenses it incurs in
having the data restored by a third party; and
11.4.5.at the written request of the Client at any time or times up until three months
after termination of this agreement howsoever arising return to the Client
without further charge and in the format stipulated by the Client a copy of all
personal data residing on the hosting equipment.
I agree to the terms set out above in this Service Agreement.
The Client Representative Crowd Reactive Representative
Signature: Signature:
Date: Date:
Crowd Reactive Service Agreement 7 of 7