15-036 Textizen, subscription service for public polls and surveys cv�Lct /� � 0
February 22, 201 S
Textizen for Cupertino
Texr-messaging platform to Support city communications
prepared for:Rick Kitson(City of Cupertino)
prepared by Alex Yule(Textizen)
Thank you for considering Textizen as a technology services and consulting provider. Our firm is
uniquely positioned to meet the communication needs of Cupertino and we look forward to discussing
how we can help achieve your goals. We've prepared a draft document describing our qualifications,
evaluating the project's needs, and listing our service packages and pricing. We consider this document
to be the start of a conversation of how we can work with you to provide great services to government
employees and the public.
During the 2012 Code for America fellowship, our team built a text messaging system in partnership
with the City of Philadelphia to enable government agencies to reach their constituents when and
where it counts.-The application,Textizen,was designed to connect government agencies with the
people they serve, using today's dominant communication medium:text messaging.Since then,we
have worked with agencies and departments across the country including:the City of Philadelphia, City
of Boston, City of Chicago, City of Vallejo, City of Oakland, City of Reno, LISC Philadelphia,Transfort,
Temple University, and dozens more.
Textizen is a best in class cloud hosted platform for the delivery, analysis, and organization of mobile
messages.We enable you to reach people where they are, using the devices already in their pocket,
24/7.
Features include:
Reach new audiences with inbound polls
Use outbound polls to continue the dialogue with past survey participants, or easily upload a
list,of contacts
0 Unlimited group and individual messaging
Unlimited response volume
0 1 hr kickoff training webinar
EVALUATION
The City of-Cupertino has indicated interest in using Textizen to conduct ongoing polls with the public,
to enhance and augment existing public engagement efforts.Textizen has been used by dozens of
government agencies,across the country.
Textizeo 155 911h St San Francisco, CA 94103 j hello@textizen.com 415-237-3666
ti6 X www.textizen.com
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SCOPE & PRICING
Textizen is pleased to offer the City of Cupertino an ongoing annual subscription to the Textizen
platform, including:
• Account setup and configuration on the Textizen.com platform
• Hosting and maintaining Textizen's SMS organizing and reporting code
• Text message management, organization and delivery via Textizen, including inbound and
outbound polls
• Unlimited individual messaging
• Bulk one way group messaging(up to 3 per month per poll purchased)
• Training of program staff to use and administer Textizen
• Consulting on text message creation
Maintenance includes seamless ongoing updates, bug fixes, and direct email support.Textizen will also
manage any third-party services necessary for our system to function.Additionally, maintenance will
include the cost of sending text and MMS messages, as well as phone number acquisition and
retention.
The price quoted below is for twelve polls over the course of one year. Additional polls can be
purchased at any time for the indicated price.
Total Cost: $10,000
(For details, see appendix: Pricing Table)
QUALIFICATIONS
Our core team is comprised of former fellows from Code for America, a leading non-profit that
promotes the effective use of technology in local governments.Textizen has worked with many
jurisdictions across the U.S. in a similar capacity as our proposed work with the City of Cupertino.This
experience gives us a clear understanding of the needs of the city,which few other technology firms
can provide. Drawing on over 20 years of collective consulting and web development experience,we
would like to continue the mission-oriented work of Code for America to help Cupertino deliver great
service to its constituents.
Thank you again for considering Textizen and providing the opportunity to work with the City of
Cupertino.We're happy to have this opportunity to do what we love—provide great technology to
government!
Sincerely,
Textizen
Alex Yule https://www.linkedin.com/in/alexyule
Michelle Lee https://www.linkedin.com/profile/view?id=9071883
Serena Wales https://www.linkedin.com/profile/view?id=48063213
Textizen 1 755 9th St.Son Francisco, CA 94103. j hello@texwen.com I 415-237-3666
www.textizen.com
2
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PRICING TABLE
PLATFORM
Item Monthly Qty. Price Notes
0 Creation of accounts for
unlimited authorized users
on Textizen.com
9 Ongoing hosting, system
Citywide Account monitoring and code
Setup, Hosting updates
and Maintenance $330 1 $330 0 Kickoff training webinar
9 Routing and delivery of
unlimited text messages per
poll
Inbound or 0 Includes free duplicates for
Outbound Poll $50 10 $500 multi-lingual surveys
CONSULTING &SUPPORT
Basic Email 0 Response within 72
Support included 1 included business hours
Response guarantee within
24 hours
High Level 9 2 content/strategy
Content Support $160 1 $160 consultations per month
Annual Totals
10 Polls $11,880 Billed annually. Maybe credited
towards an unlimited subscription
Discount 41,880
Tota! $10,000
Textizen 155 9th 5t.Son Fronr_isro, CA 94103 hello@textizen.coto 415-237-3666
www.textizen.com
3
Textizen Services Agreement
This Services Agreement(the"Agreement")is effective on the date last executed by the Parties("Effective Date"),by and between Vox Metropolis,Inc.d/b/a
Textizen,a Delaware Corporation with principal offices at 155 9th Street,San Francisco,CA 94103("Textizen")and The City of Cupertino,a municipality
with principal offices at 10300 Torre Avenue,Cupertino,CA 95014 ("Customer').Textizen and Customer may each be referred to as a"Party"and together
as the"Parties."
1. DEFINITIONS.
1.1 "Survey"means the surveys created by Customer and/or Textizen for which Textizen receives answers and/or feedback
from Survey Respondents as part of the Services.
1.2 "Survey Data'means all questions,responses,and other data and information received by Textizen from Survey
Respondents in response to a Survey.
1.3 "Survey Respondent"means any individual Survey recipient that provides Survey feedback or responses to Textizen.
1.4 "Personal Data"means any information relating to an identified or identifiable Survey Respondent by direct or indirect
means collected during the performance of the Services,including but not limited to names,email addresses,and phone numbers.
1.5 "Work Product"means,together,Customer Provided Work Product,Jointly Created Work Product,and Textizen
Provided Work Product,each as defined in Section 6(WORK PRODUCT.).
2. BACKGROUND. Textizen and Customer enter into this Agreement to provide Customer access to Textizen's survey platform which
enables outreach via text messaging technology. Texitzen's platform provides Customers an easy-to-use web interface to design and launch
surveys.Each survey gets its own phone number allowing anyone with a text messaging capable mobile phone to participate in the survey and
provide feedback via text messaging. Results are collected and displayed via Textizen's survey platform.
3. SERVICES. Customer and Textizen agree on the descriptions of the services,fees and obligations detailed in the First Order Form,
attached as Exhibit A and incorporated into this Agreement. From time to time during the term of this Agreement,Customer and Textizen may
execute additional order forms in the same general form of the First Order Form(each,an"Order Form").Textizen agrees to use commercially
reasonable efforts to provide Customer with access to the general services available via its survey platform,as generally described in Section 2
(Background),and any additional or customized services described in the First Order Form and any additional Order Forms(the"Services").
Each Order Form shall become binding upon execution by each of the Parties hereto and,upon such execution,shall be incorporated into this
Agreement and be subject to the terms and conditions of this Agreement. Each Order Form shall be appended to this Agreement as an exhibit.
On the Effective Date,Textizen shall provide the means for Customer to access in full the Services as set forth in Section 8(License to Services)
below.
4. PASSWORDS. Textizen shall provide the means for Customer to create a username and password for each user associated with
Customer's account. Customer will require its users to maintain the confidentiality of all passwords and will inform users that each password is
to be used only by the authorized user,provided that each authorized user may permit an employee or contractor of Customer to use the
applicable password to perform a task or service for such authorized user. Customer is entirely responsible for any and all activities that occur
under the Customer's account and all charges incurred from use of the Services. Customer agrees to immediately notify Textizen of any
unauthorized use of the Customers account or any other breach of security known to Customer.
5. CUSTOMER SUPPORT. Except as expressly stated on the Order Form,the Fees set forth in each Order Form include Textizen's
standard telephone,email and web support.Customer will name two(2)support contacts that will be designated to contact Textizen Customer
Support to report issues or request assistance.
6. WORK PRODUCT.
6.1 Customer Provided Work Product. As between Textizen and Customer,Customer will own all work product(e.g.,survey
questions)that Customer creates independent of Textizen and provides to Textizen in the development of a Survey(the"Customer Provided
Work Product"). Customer is solely responsible for the accuracy,quality,integrity,legality,reliability,appropriateness and copyright of all
Customer Provided Work Product. Textizen may monitor such Customer Provided Work Product in order to ensure that Customer is complying
with the terms of this Agreement. To the extent that such Customer Provided Work Product does not contain or reveal proprietary or
Confidential Information of Customer,Textizen may use such Customer Provided Work Product in the course of its business and in the
development of surveys for other customers.
6.2 Jointly Created Work Product. Unless otherwise agreed,in the event that Textizen and Customer work together to
create work product in the development of a survey(e.g.,via group discussions or email exchanges),both Textizen and Customer will jointly
own all such work product(the"Jointly Created Work Product"). Customer may each use the Jointly Created Work Product in the course of its
business without obtaining the permission of Textizen. To the extent that such Jointly Created Work Product does not contain or reveal
proprietary or Confidential Information of Customer,Textizen may use such Jointly Created Work Product in the course of its business and in the
development of surveys for other customers.
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6.3 Textizen Provided Work Product. In some instances in performing the Services,Textizen may develop for or provide to
Customer certain work product to be used in a Survey(the"Textizen Provided Work Product"). For example,Textizen may provide Customer
with sample survey questions via access to an online sample survey library. Customer may only use such Textizen Provided Work Product as
part of a Survey or in the publication or subsequent use of the Survey Data. Under no circumstances will Customer have any rights,other than
those granted herein,to such Textizen Provided Work Product.
7. SURVEY DATA OWNERSHIP AND RESTRICTIONS
7.1 Survey Data.As between Textizen and Customer,Textizen will own all data,information,material or
feedback received by Textizen from Survey Respondents in response to a Survey(the"Survey Data")including all Personal Data included within such
Survey Data. Customers rights to access and use the Survey Data will be governed by the license granted to Customer in Section 8(Licenses to the
Services). Notwithstanding anything to the contrary in this Agreement,Textizen has no responsibility for the accuracy,quality,integrity,legality,reliability,
appropriateness and copyright of any Survey Data.
7.2 Restrictions on Textizen's Disclosure of Personal Data. Except as may be required under applicable law or
regulation(including court order),Textizen may not publicly display,publish,disclose,sell or otherwise transfer Personal Data to unaffiliated third parties.
For clarity,Textizen will not publicly compromise the anonymity of any survey respondent.
8. LICENSE TO THE SERVICES.
8.1 Services.Subject to the terms and conditions of this Agreement,Textizen hereby grants to Customer(and to each
Customer employee or authorized contractor who accesses the Services by means of Customer's account and an authorized password),a
non-exclusive,non-transferable(except as provided in Section 18(General)),non-sublicensable license during the term of this Agreement to
access and use the Services.
8.2 Restrictions.Customer shall not,directly or indirectly(and shall ensure its subcontractors do not),(i)reverse engineer,
decompile,disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services,(ii)modify,translate,
or create derivative works of the Services;(iii)rent,lease,distribute,sell,resell,assign,sublicense,or otherwise transfer rights to the Services,
(iv)use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;(v)remove any proprietary notices
from the Services,or(vi)use the Services in an unlawful manner.
9. LICENSE TO SURVEY DATA.Subject to the terns and conditions of this Agreement,
9.1 Survey Data. Textizen hereby grants to Customer(and to each Customer authorized contractor who accesses the
Services by means of Customers account and an authorized password),a non-exclusive,perpetual,freely transferable,sublicensable license to
use,reproduce,modify,make derivative works of,publish,display,distribute,perform,exploit and disclose all or any portion of the Survey Data
(but excluding any Personal Data included within the Survey Data).
9.2 Personal Data.Subject to applicable law and the terms and conditions of this Agreement,to the extent that Textizen has
the right to lawfully do so,Textizen hereby grants to Customer(and to each Customer authorized contractor who accesses the Services by
'means of Customers account and an authorized password),a non-exclusive,perpetual,non-transferable(except as contemplated in Section 18
(General)),non-sublicensable license to use,reproduce,and exploit any Personal Data included within the Survey Data delivered to Customer
by Textizen. Customer may only use such Personal Data for Customers internal business purposes. For clarity,unless provided otherwise in
an Order Form,(i)Textizen will have no obligation to disclose to Customer the phone numbers of the Survey Respondents and(ii)Customer
may not publicly display,publish,disclose,sell or otherwise transfer such Personal Data to unaffiliated third parties. Under no circumstances
may Customer use or disclose Personal Data in any manner that is not in accordance with all local,state,national,and international laws and
regulations.
10. CUSTOMER OBLIGATIONS.
10.1 Trademarks. Subject to the terms and conditions of this Agreement,as described in an Order Forth,Customer may be
required to use Textizen's service mark,service name,trade name,trademark,design or logo(s)("Trademarks")in any marketing,promotion,or
advertisement relating to the Survey and/or Customer's use of the Services. The use of such Trademarks shall be in accordance with the
provisions of Textizen's then-current trademark guidelines,as may be provided and updated from time-to-time by Textizen. Customer shall
conduct its business and use such Trademarks only in a manner that will reflect positively on the Trademarks and Textizen's reputation.
Customer shall use the Trademarks in a manner that does not derogate Textizen's rights in the Trademarks or the value of the Trademarks,and
shall take no action that would interfere with,diminish or tarnish those rights or value.
10.2 Survey Respondent Notice. Customer agrees that it will not advertise,promote,market,or otherwise solicit use of the
Services without providing any required notice,as described in an Order Form("Survey Respondent Notice"). Such Survey Respondent Notice,
for example,may inform the Survey Respondents of any potential charges that might be imposed by their mobile phone carrier if they participate
in the survey or may inform the Survey Respondents that participation in the survey provides consent for Customer to contact the Survey
Respondents in the future. In addition to any Survey Respondent Notice,Textizen may also provide such notice to Survey Respondents via a
text message or other means.
10.3 General Obligations. Customer shall be solely responsible for the actions of its users(including any Customer
authorized contractors)while using the Services and the contents of its transmissions through the Services(including,without limitation,Work
Product).Customer agrees to:(1)include a link to the Textizen privacy policy in all materials advertising a Survey;(2)to abide by all local,state,
national,and international laws and regulations applicable to Customers use of the Services;(3)not to upload or distribute in any way files that
contain viruses,corrupted files,or any other similar software or programs that may damage the operation of the Services or another's computer;
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(4)not to use the Services for illegal purposes;(5)not to interfere or disrupt networks connected to the Services;(6)not to post,promote or
transmit through the Services any unlawful,harassing,libelous,abusive,threatening,harmful,vulgar,obscene,hateful,racially,ethnically or
otherwise objectionable material of any kind or nature;(7)not to transmit or post any material that encourages conduct that could constitute a
criminal offense or give rise to civil liability;and(8)not to interfere with another customer's use and enjoyment of the Services or another entity's
use and enjoyment of similar services.Customer acknowledges and agrees that Textizen neither endorses the contents of any customer
communications or Work Product nor assumes any responsibility for any threatening,libelous,obscene,harassing or offensive material
contained therein,any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby.Textizen may
remove any violating content posted on the Services or transmitted through the Services,without notice to Customer.
11. FEES AND TAXES.
11.1 Fees.Customer agrees to pay the undisputed applicable fee(s)set forth in the Order Form within 30 days of the invoice
date("Fees").All Fees are quoted and payable in U.S.Dollars,and except as otherwise provided in this Agreement,are non-refundable.In
addition to such Fees,Customer shall pay all applicable sales,use and other taxes or duties(excluding taxes based on Textizen's income).
11.2 Payments.Fees for the Services will be invoiced in advance in accordance with payment frequency and other terms set
forth in the applicable Order Form.Unless otherwise stated,undisputed Fees are due within 30 days from the invoice date.Any payment not
received from the Customer by the due date shall accrue(except with respect to charges then under reasonable and good faith dispute),at the
lower of 1.5%of the outstanding balance per month(being 18%per annum),or the maximum rate permitted by law,from the date such payment
is due until the date paid. If Customer believes that the bill is incorrect,Customer must contact Textizen in writing within 30 days of the invoice
date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Customer,at its discretion,will make
payments via check or other approved method.
12. TERM. The Services shall commence on the Effective Date and shall continue for a period of one(1)year or such other period
specified in the Order Form.Customer shall be responsible for all undisputed Fees for the applicable term prior to which termination occurs,and
Textizen shall not issue any refunds for such term,except as provided herein.
13. TERMINATION.
13.1 Breach. Either Party may terminate this Agreement upon written notice if the other Party has breached a material term
of this Agreement and has not cured such breach within thirty(30)days of receipt of notice from the non-breaching Party specifying the breach.
13.2 Insolvency.Either Party may terminate this Agreement if(i)the other Party has a receiver appointed for it or its property;
(ii)the other Party makes an assignment for the benefit of creditors;(iii)any proceedings are commenced by,for or against the other Party under
any bankruptcy,insolvency or debtor's relief law;or(iv)the other Party is liquidated or dissolved.
13.3 Failure to Pay.Textizen may terminate the Services,at its sole option,with or without notice to Customer if any
undisputed payment is delinquent by more than sixty(60)days.
13.4 Effect of Termination.Textizen shall not be liable to Customer or any third party for suspension or termination of the
Services in accordance with this Agreement.If Customer or Textizen terminates this Agreement,Customer will be obligated to pay the
undisputed balance due for all Services provided prior to termination.Upon the effective date of expiration or termination of this Agreement for
any reason,whether by Customer or Textizen,Custorrmefs right to use the Services shall immediately cease. Sections 6(Work Product),7
(Survey Data),9(License to Survey Data),11(Fees and Taxes)(with respect to any payments outstanding as of the termination nor expiration of
this Agreement),13.4(Effect of Termination),14(Proprietary Rights),15(Confidentiality),16(Limited Warranty and Warranty Disclaimer),17
(Limitation of Liability),18(General),of this Agreement shall survive its expiration or termination for any reason.Textizen is not required to retain
any Work Product for longer than a period of thirty(30)days after expiration or termination of this Agreement. Customer may request that
Textizen provide Customer the ability to conduct a mass export of Work Product and Survey Data(not including any Personal Data). In the
event that Customer needs assistance with such mass export,Textizen may provide assistance at its then current rates on a time and materials
basis. After thirty(30)days,Textizen may delete and destroy all Work Product without notice or further liability to Customer.
14. PROPRIETARY RIGHTS.Customer acknowledges that the Services and all content contained therein,including but not limited to
text,software,music,sound,photographs,video,graphics,and third party materials and advertisements(collectively,"Content")is proprietaryto
Textizen or such third parties,and Textizen or such third parties retain exclusive ownership of the same throughout the world,including but not
limited to all related copyrights,trademarks,service marks,patents,trade secrets or other proprietary rights thereto. Other than as provided in
Section 8(License to Services),this Agreement does not transfer any right,title or interest in the Services or the Content to the Customer.
15. CONFIDENTIALITY.
15.1 Obligations.Each of the Parties agrees to maintain in confidence any confidential information of the other Party,whether
written or otherwise,disclosed by the other Party in the course of performance of this Agreement("Confidential Information').For purposes of
this Agreement"Confidential Information"means nonpublic information that a Party to this Agreement("Disclosing Party')designates as being
confidential to the Party that receives such information("Receiving Party")or which,under the circumstances surrounding disclosure ought to be
treated as confidential by the Receiving Party."Confidential Information"includes,without limitation,information in tangible or intangible form
relating to and/or including the Disclosing Party's business policies or practices,and information received from others that Disclosing Party is
obligated to treat as confidential. The Parties further hereby agree that Confidential Information includes the terms and conditions of this
Agreement,and any discussions related thereto. The Receiving Party shall not disclose,use,transmit,inform or make available to any entity or
person any of the Confidential Information,except as a necessary part of performing its obligations hereunder,and shall take all such actions as
are reasonably necessary and appropriate to preserve and protect the Confidential Information and the Parties'respective rights therein.Each
Party,agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require access in order to
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perform hereunder,and,except as otherwise provided,neither Party shall make Confidential Information available to any other person or entity
without the prior written consent of the other Party.
15.2 Exclusions.Confidential Information shall not include any information that is(i)already known to the receiving Party at
the time of the disclosure;(ii)publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the
Receiving Party;(iii)subsequently disclosed to the Receiving Party on a non-confidential basis by a third party not having a confidential
relationship with the other Party hereto that rightfully acquired such information,or(iv)communicated to a third party by the Receiving Party with
the express written consent of the other Party hereto.A disclosure of Confidential Information that is legally compelled to be disclosed pursuant
to a subpoena,summons,order or other judicial or governmental process shall not be considered a breach of this Agreement,provided the
Receiving Party provides prompt notice of any such subpoena,order,or the like to the other Party so that such Party will have the opportunity to
obtain a protective order or otherwise oppose the disclosure.
15.3 Destruction or Return of Confidential Information.Upon expiration or termination of this Agreement for any reason,each
Party shall promptly return to the other Party,or destroy,as the Parties agree,all copies of the other Party's Confidential Information.All copies,
notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed,as agreed,and no such
material shall be retained or used by the receiving Party in any form or for any reason.
16. LIMITED WARRANTY AND WARRANTY DISCLAIMER.
16.1 Limited Warranty. Textizen warrants that the Services will perform substantially in accordance with the functions
described in the documentation provided by Textizen under normal use and circumstances by authorized users of the Services. For any breach
of this warranty,the Customer's sole and exclusive remedy and Textizen's sole and exclusive liability,shall be for Textizen to correct any
reported failure in the Services causing a breach of this warranty. If Textizen is unable to provide such correction,the Customer shall be entitled
to recover that prepaid portion of the Fees in respect of the nonconforming Services.
16.2 Disclaimer.EXCEPT AS EXPRESSLY STATED IN SECTION 16.1(LIMITED WARRANTY),THERE ARE NO
WARRANTIES OR CONDITIONS(WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING OR USAGE OF TRADE)FOR THE SERVICES OR SUPPORT. TEXTIZEN DISCLAIMS ALL STATUTORY OR IMPLIED
WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY,
MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE,PARTICULAR,SPECIFIC OR OTHERWISE. TEXTIZEN DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS.
17. LIMITATION OF LIABILITY.
17.1 Limitation on Direct Damages. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY,IF ANY,ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TERM IN WHICH THE
ACTION AROSE,FOR THE SERVICES THAT GAVE RISE TO THE DAMAGES CLAIMED,WITHOUT REGARD TO WHETHER SUCH CLAIM
IS BASED IN CONTRACT OR TORT,INCLUDING NEGLIGENCE.
17.2 Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES,EVEN IF TEXTIZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
17.3 Essential Purpose.The essential purpose of this Section 17(LIMTATION OF LIABILITY.)is to limit the potential liability
of the Parties arising under this Agreement.The Parties acknowledge that the limitations set forth in this Section 17(LIMITATION OF
LIABILITY.)are material to the amount of Fees due and payable under this Agreement.
18. GENERAL. All notices to a Party shall be in writing and sent to the addresses specified below and shall be deemed to have been
duly given when received,ff personally delivered;the day after it is sent,if sent for next day delivery by recognized overnight delivery service,
and upon receipt,I sent by certified or registered mail,return receipt requested.
To Textizen:
Vox Metropolis,Inc.
d/b/a Textizen
155 9th Street
San Francisco,California 94103
To Customer:
City of Cupertino
10300 Tore Avenue,Cupertino,CA 95014
Neither this Agreement nor any Services may be assigned or transferred by either Party without prior written consent of the other Party,provided that either
Party may assign without consent in the event of a merger,consolidation,reorganization,or sale of all or substantially all assets related to this Agreement.
This Agreement,together with all addenda,schedules,and exhibits,constitutes the entire agreement between the Parties and supersedes all prior and
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contemporaneous agreements and understandings between the Parties relating to the subject matter hereof.This Agreement may be amended or
superseded only by a written instrument signed by both Parties.This Agreement shall be governed by the laws of the State of California,excluding its
conflict of laws rules,and the Parties hereby agree that any and all disputes related to or arising out of this agreement shall be subject to the exclusive
jurisdiction of the federal and/or state courts,as applicable,situated in the State of California.Any provision of this Agreement held to be unenforceable shall
not affect the enforceability of any other provisions of this Agreement.In the event of any conflict between the terms of this Agreement and the terms of any
exhibit or attachment,the terms of this Agreement shall control.Neither Party shall be in default if its failure to perform any obligation under this Agreement,
is caused by supervening conditions beyond that Party's reasonable control,including acts of God,civil commotion,war,strikes,labor disputes,vandalism or
"hacker attacks,acts of terrorism or governmental demands or requirements("Force Majeure Events"). Customer agrees that Textizen may use Customer's
name and logo to identify Customer as a customer of Textizen on Textizen's website,and as a part'of a general list of Textizen's customers for use and
reference in Textizen's corporate,and marketing literature.Additionally,Customer agrees that Textizen may issue a press release identifying Customer as a
Textizen customer,subject to Customer's prior approval which will not be unreasonably withheld or delayed.The Parties agree that any press release or
other public comments issued by either Party relating to this Agreement,any dispute under this Agreement,or Customer's use of the Services,will be
prepared jointly between Textizen and Customer and will be issued upon mutual agreement of the Parties.Pre-printed terms and conditions on or attached
to any Customer purchase order shall be of no force or effect.
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In Witness Whereof.the Parties have caused this Agreement to be executed by duly authorized representatives of the Parties as of the Effective
Date.
TEXTIZEN D/B/A VOX METROPOLIS,INC. CITY OF CUPERTINO
By BY
Signature Signature
Name. Name
Print or Type Print or Type
Title. Title:
Date. Date.
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Exhibit A
First Order Form
This Order Form("Order Form"),effective on the date last executed by the Parties,is entered into by and between Textizen d/b/a Vox Metropolis,Inc.,a
Delaware Corporation with principal offices at 155 9th Street,San Francisco,CA 94103("Textizen")and The City of Cupertino,a municipality with principal
offices at 10300 Torre Avenue,Cupertino,CA 95014("Customer"),and,pursuant to that certain Textizen Services Agreement dated as of
,201_by and between Textizen and Customer(the"Agreement"). Any term not otherwise defined herein shall have the meaning set
forth in the Agreement.
SERVICES AND OBLIGATIONS:
a. Textizen Services:
In addition to providing access to its survey platform for 10 active polls,Textizen will provide the following services:
I. High level content support,as needed(Up to 2 consultations per month)
b. Trademark Guidelines
Customer may not market,promote,or publicly advertise the services without using Textizen's Trademarks as described in this section.
I. Customer will include the following Textizen logo in any print publications:
https://wwwdropbox.com/s/6eg 1 aypb6i lu5gm/textizen-logo-v4-blue-horizontal.png?dl=0
2. TERM.
Textizen will provide the above services described in Section 1(Services and Obligations)of this Order Form through 4/30/16.
3. FEES:
$10,000
4. PRIVACY POLICY:
The Textizen privacy policy may be found at hftp://textizen.com/privacy.
5. SURVEY RESPONDENT NOTICE.
Customer agrees that it will not advertise,promote,market,or otherwise solicit use of the Services without providing a clear and conspicuous notice in close
proximity to the Survey phone number and instructions that includes the following:
a. Information informing the Survey Respondent about what he/she is participating in;
b. Customer's company name or brand in manner that makes it clear that Customer is conducting the Survey and not Textizen;
C. The number of texts that the Survey Respondent may receive as part of the first Survey;
d. A statement that message and data rates may apply(e.g.,Msg&Data rates may apply);
e. For recurring campaigns,in bolding lettering,unsubscribe instructions(e.g.,Reply STOP 2 end);
f. The frequency of future communications after the first Survey(e.g.,5 Msgs/Month);and
g. In bold lettering,help instructions(e.g.,Info:Reply HELP).
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