2016/09/26 Sports IT, Inc. Community Services Dash Platform Dash
Dash Platform
Service Agreement
The City of Menifee ("Client" or "You") and Dash Platform, incorporated as Sports IT, Inc. dba Dash
Platform ("Dash" or "Dash Platform" or "We") agree to enter into this Service Agreement (collectively,
the"Agreement")which covers all of the terms described herein, including the Business Terms described
below and the Dash Platform standard Terms of Service that follow as an attachment at the end of this
Service Agreement.
The Agreement will commence on the date the Agreement is signed by both parties("Effective Date")and
will be in force for thirty six (36) months from that date ("Term").
Business Terms
Subscription Fees:
• Dash Platform Subscription Fee: 1% of processed revenue with a $5,000 Minimum
Annual Fee.
Implementation and Training Fees
• Implementation Fees: $ 3,875
• Implementation Services include
o Project Management
o Business Project Review
o System Configuration
o Installation
o QA Testing
• Training
o In Person Training: $900 per day(3-day estimate) plus Travel Expenses
including Transportation, Hotel and $50 per diem.
o Phone Training not included in Implementation work at$120/hour.
Optional Features and Associated Fees:
• Digital Signatures via HelloSign: $0.99 per transaction (Digital Signatures are different
than waivers. Digital Signatures are used for things like weddings, party room rentals,
etc. .).
• Data import and other IT service charges are billed at$150/hour. Estimates will be
provided and charges agreed to in writing before work performed.
Dash Platform Payment Terms
Dash Subscription Fees—Are invoiced monthly and are payable thirty(30) days after receipt of invoice by
ACH funds transfer or by credit card or check.
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Implementation and Training Fees -Are invoiced at the completion of the training and are payable thirty
(30)days after receipt of invoice.
After the Term, Dash reserves the right to increase the monthly service fee by 3%annually.
In the event of any delinquency in payment,We may, in Our discretion: (i) add an additional 1.5%(or the
highest amount allowed by law,whichever is lower)per month to the fees, (ii)suspend your access to and
use of Dash Services, or(iii)terminate this Agreement upon notice. Charges do not include any applicable
sales, use or other taxes, which (other than Our taxes on our income or profits) are the responsibility of
Client. You will be liable for any fees incurred by Us in connection with collection of unpaid charges.
Future Functionality. You agree that Your purchases are not contingent on the delivery of any specific
functions or features,or dependent on any oral or written public comments made by Us regarding specific
functions or features. Notwithstanding the above, City reserves the right to terminate for cause as
provided herein below if the Dash Service fails generally to deliver any functionality or Dash Platform fails
to make commercially reasonable efforts to have the Site,Apps and services available as set forth in the
Terms of Services."
Service Level Commitment. Service Credits are calculated as a percentage of the total Subscription Fees
paid by Client affected for the yearly billing cycle in which the Annual Uptime Percentage occurred in
accordance with the schedule below. Service Credit is a dollar credit, calculated as set forth below,that
will be credited to Your account.
Annual Uptime % Service Credit%
Less than 99.9%but equal to or greater than 98.0% 10%
Less than 98% 30%
Annual Uptime Percentage is calculated by subtracting from 100%,the percentage of minutes during the
year(as a percentage of the year) in which the Dash Service was unavailable. Annual Uptime Percentage
measurements exclude downtime resulting from failed connectivity (e.g., the internet is down) and any
downtime during the nightly maintenance window of 2AM —4 AM Pacific time. Dash Platform will apply
any Service Credits only against future payments otherwise due from Client. A Service Credit will only be
applicable if the calculated amount is greater than one dollar. EXCEPT ASSET FORTH IN THIS PARAGRAPH,
THE DASH SERVICE AND WEBSITE ARE PROVIDED AS IS AND WITH ALL FAULTS WITHOUT WARRANTY OF
ANY KIND. YOU AGREE THAT OUR AND OUR AFFILIATES AGGREGATE LIABILITY FOR DAMAGES
(MONETARY OR OTHERWISE) CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATING TO
OUR SERVICES OR WEBSITE SHALL BE LIMITED TO THE LESSER OF(1)ACTUAL DAMAGES INCURRED,OR (11)
PAYMENTS MADE BY YOU FOR THE DASH SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE
CLAIM. Notwithstanding the preceding sentence, in the event Dash-Platform materially breaches its
obligations under this agreement,City shall have the right to secure an alternative provider for the agreed
upon services and shall be entitled to reimbursement for the reasonable difference, not to exceed 33%
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more than the payments made by you for the service during the 12 months preceding the breach that led
to termination, in cover price.
Termination. A party may terminate this Agreement at will (i) upon 90 days written notice to the other
party. A party may terminate this Agreement for cause(i) upon 30 days written notice to the other party
of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other
party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors. After the Term DASH Services will
continue until terminated.
Notice. Notices to Dash Platform: Email: support@dashplatform.com or mail: Dash Platform 12402 SE
3811 Street,Suite 201, Bellevue WA, 98006,Attn:Tim Bauman. Notices to Client: Email:
mcorneio@citvofinenifee.us; or Post: 29714 Haun Road, Menifee CA 92586.
1 HAVE READ THE ABOVE AND AGREE TO BE BOUND BY THE TERMS.
City of Menifee
Q r
OFFICER NAME: G Y�ll�
Title:
Signature: Date:
Sports IT, Inc. DBA Dash Platform
OFFICER NAME: Tim Bauman
Title: CEO
Signature: �� Date: c\
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Terms of Service
1.Terms of Service
1.1 These Terms of Service govern Your use of the Service.
2. Description Of Service
2.1 The "Service" includes the Site and applications ("Apps"), and services provided to You through the
Site including all software, data,text, images,sounds,videos, and other content made available through
the Site (collectively, "Content").Any new features added to or augmenting the Service are also subject
to these Terms.
2.2 We make commercially reasonable efforts to have the Site,Apps and services available 247, except
for: (a) planned downtime or(b)circumstances beyond Our reasonable control,such as, but not limited
to, acts of God, acts of government, acts of terror or civil unrest,technical failures, or failures of our
vendors or suppliers.
3. General Conditions/Access And Use Of The Service
3.1 Subject to the terms and conditions of these Terms,You agree to access and use the Service only for
Your internal business purposes as contemplated by these Terms, or as otherwise authorized by Dash
Platform in a writing signed by Dash Platform (the "Business Terms Sheet"). Except Your limited right to
access and use the Service as expressly granted to You here, all rights,title and interest in and to the
Service and its components, including all related intellectual property rights, will remain with and belong
exclusively to Us and Our third-party vendors.
3.2 You agree not to (a) license,sublicense,sell, resell, rent, lease,transfer, assign, distribute, or
otherwise commercially exploit or make the Service available to any third party, other than as expressly
permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify,
adapt or hack the Service to falsely imply any sponsorship or association with Us, or otherwise attempt
to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any
unlawful manner, including but not limited to violation of any persons privacy rights, infringing any
person's intellectual property rights,or sending spam or otherwise duplicative or unsolicited messages
in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the
integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse
engineer or otherwise discover the source code of any software making up the Service; (g) use the
Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful,
obscene, discriminatory, or contains any viruses, malware,Trojan horses,time bombs, or any other
similar harmful software; or(h)try to use, or use the Service in violation of these Terms.
3.3 You are responsible for all information,data,text, messages or other materials that You post or
otherwise transmit via the Service.You are responsible for maintaining the confidentiality of Your login
and account, and are fully responsible for any and all activities that occur under Your login or account.
3.4 Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that
provision or of any other provision of these Terms.
4. Data Privacy And Security
4.1 In providing You the Service, We shall use commercially reasonable efforts to maintain appropriate
administrative, physical and technical safeguards designed to protect the security,confidentiality and
integrity of Your data.These safeguards include,where applicable, encryption of Your data in
transmission (using SSL or similar technologies),except for external third party integrations that do not
support encryption,which You may link to the Service at Your choice.
4.2 You agree that We can access Your account information in order to provide you the Service.We will
not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Our
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Privacy Policy,which is available at apps.dashplatform.com/privacy and is incorporated by reference
into these Terms.
4.3 Dash Platform will use commercially reasonable efforts to secure the storage, transmission,and
processing of Payment Data that flows through its systems. Dash Platform will use commercially
reasonable efforts to use validated PCI DSS Service Providers to facilitate the storage,transmission and
processing of Payment Data. Dash Platform will use commercially reasonable efforts to maintain
compliance with PCI DSS requirements. At no point is card holder data intentionally stored on Our
systems and at no point does intentionally unencrypted card holder data flow through Our network.
4.5 We will use, and You hereby grant us the right to use,Your data for the purpose of creating
anonymized aggregated data.You agree that We will have ownership of any derivative data created
from such data,so long as it is anonymized in such a way that it cannot reasonably be attributed back to
You and/or any of Your users.You agree that we have the right to use or license such derivative data for
any other purpose, including for Dash Platform or third party products or services.
5. Intellectual Property Rights
5.1 We expressly reserve all rights,title and interest in and to all our patents, inventions, copyrights,
trademarks,domain names,trade secrets, know-how and any other intellectual property and/or
proprietary rights (collectively, "Intellectual Property Rights").The rights granted to You to use the
Service under these Terms do not convey any additional rights in the Service, or in any Intellectual
Property Rights associated therewith.You grant to Us a royalty-free,worldwide,transferable,sub-
licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any
suggestions, enhancement requests, recommendations or other feedback We receive from You. Our
product and service names, and logos used or displayed on the Service are Our registered or
unregistered trademarks (collectively, "Marks"),and You may only use such Marks to identify yourself as
a customer and user of the Service; provided You do not attempt, now or in the future,to claim any
rights in the Marks, degrade the distinctiveness of the Marks, use any confusingly similar marks,or use
the Marks to disparage or misrepresent Us, or Our services or products.
6.Third Party Services
6.1 External Sites.The Service may contain links to,or otherwise may allow You to connect to and use
third party products,services or software under separate terms and conditions (collectively, "Other
Services")in conjunction with Our Service. If You decide to access and use Other Services, be advised
that Your use is governed solely by the terms and conditions of such Other Services, and We do not
endorse, are not responsible for, and make no representations as to such Other Services,their content
or the manner in which they handle Your data.We are not liable for any damage or loss caused or
alleged to be caused by or in connection with Your access or use of any Other Services, or Your reliance
on the privacy practices or other policies of Other Services.
6.2 Integration.The Service may contain features that enable various Other Services(such as social
media services like Facebook and Twitter)to be directly integrated into Your experience.To take
advantage of these features,You will be required to register for or log into such Other Services on their
respective websites. By enabling third party services within the Service,You are expressly allowing Us to
pass Your log-in information to these Other Services for this purpose.
7. Billing, Plan Modifications And Payments
7.1 Billing and Payments. Fees for purchase of Our Apps or use of the Services are as described in the
Business Terms Sheet and shall be paid according to the terms and conditions stated therein.
7.2 Taxes. Unless otherwise stated, Our charges do not include any taxes, levies,duties or similar
governmental assessments, including value-added,sales, use or withholding taxes assessable by any
local, state, provincial or foreign jurisdiction (collectively"Taxes").You are responsible for paying Taxes
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except those assessable against Us based on Our income.We will invoice You for such Taxes if we
believe we have a legal obligation to do so, and if that occurs You agree to be liable for such Taxes owed.
8. Cancellation And Termination
8.1 We reserve the right to (i) modify or discontinue,temporarily or permanently, any of the Apps or the
Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, or suspend or
terminate your account if We believe that You have violated these Terms. We will use commercially
reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your
account.Any suspected fraudulent, abusive,or illegal activity may be grounds for immediate termination
of Your use of the Service, and may be referred to law enforcement authorities. You agree that We are
not be liable to You, or any third party,for any modification,suspension or discontinuation of the Service
in accordance with this paragraph.
9. Disclaimer Of Warranties
9.1 THE SERVICE, INCLUDING THE SITE AND CONTENT,AND ALL SERVER AND NETWORK COMPONENTS
ARE PROVIDED ON AN "AS IS"AND"AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO
THE FULLEST EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF
MERCHANTABILITY,TITLE, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. YOU
ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED,TIMELY,
SECURE, ERROR-FREE OR VIRUS-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US
OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
PARAGRAPH.
10. Limitation Of Liability
10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY(WHETHER IN CONTRACT,TORT,
NEGLIGENCE OR OTHERWISE)WILL EITHER PARTY TO THESE TERMS, OR SUCH PARTY'S AFFILIATES OR
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,AGENTS,SUPPLIERS OR LICENSORS BE LIABLE TO
THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,SPECIAL, EXEMPLARY,
CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR
BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN
CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. THE LIMITATIONS OF
THIS SECTION DO NOT APPLY TO YOUR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL
PROPERTY RIGHTS
10.2 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY IN THESE TERMS,
OUR (INCLUDING ANY OF OUR AFFILIATES)AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR
OTHERWISE) CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATING TO OUR SERVICE OR
SITE,SHALL BE LIMITED TO THE LESSER OF(1)ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY
YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS
UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES
CHARGED UNDER THIS AGREEMENT,WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE
TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.THE PARTIES HAVE RELIED ON
THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
10.3 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental
or consequential damages,which means that some of the above limitations may not apply to You.In
these states,our liability will be limited to the greatest extent permitted by law.
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10.4 Nothing in this Section 10 Limitation of Liability shall limit City's right to secure an alternative
provider for the agreed upon services and right to reimbursement for the reasonable difference, not to
exceed 33%more than the payments made by you for the service during the 12 months preceding the
breach that led to termination, in price in the event Dash-Platform fails to fully perform its obligations
under this Agreement.
11. Indemnification
11.1 Indemnification by Us. We will indemnify and hold You harmless, from and against any claim
against You by reason of Your use of the Service as permitted hereunder, brought by a third party
alleging that the Service infringes a valid U.S. patent or copyright, or misappropriates a third party's
trade secret(such claims, collectively, "Claim"). We shall, at our expense, defend such Claim and pay
damages finally awarded against You in connection therewith, including the reasonable fees and
expenses of the attorneys engaged by Us for such defense, provided that(i)You promptly notify Us of
the threat or notice of such Claim, (ii)We have the sole and exclusive control and authority to select
defense attorneys, defend and/or settle any such Claim, and (iii)You fully cooperate with Us in
connection therewith. If Your use of the Service has become, or in Our opinion is likely to become,the
subject of any such Claim, We may at our option and expense (a) procure for You the right to continue
using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing;or
(c) if options (a) or(b)are not reasonably practicable,terminate these Terms and repay You any unused
Service fees. We will have no liability or obligation under this Section 11.1 with respect to any Claim if
such claim is caused in whole or in part by(i) compliance with designs, data, instructions or
specifications provided by You; (ii) modification of the Service by anyone other than Us; or(iii)the
combination, operation or use of the Service with other hardware or software where the Service would
not by itself be infringing.The provisions of this Section 11.1 state our entire liability to You and
constitute Your sole remedy with respect to a Claim brought by reason of Your permitted use of the
Service.
11.2 Indemnification by You.You agree to defend, indemnify, and hold Us harmless from and against
any claims, actions or demands, including, without limitation, reasonable legal and professional services
fees, arising or resulting from Your breach of these Terms, or Your or Your end users' access to, use,
misuse or illegal use of the Service. We will provide You notice of any such claim,suit,or proceeding.We
reserve the right to assume the exclusive defense and control of any matter which is subject to
indemnification under this section, in which case You agree to cooperate with any reasonable requests
to assist Our defense of such matter.
12.Assignment; Entire Agreement; Revisions
12.1 We may assign or transfer these Terms, in whole or in part, without restriction, provided the
assignee agrees to be fully bound by these Terms.You may assign or transfer these Terms, in whole or in
part,with Our prior written consent,which may be withheld in our sole discretion provided that Our
consent shall not be unreasonably withheld.These Terms supersede prior versions of these Terms,or
any other discussions, agreements or understandings by or among the parties(other than written
agreements,such as a Business Terms Sheet, expressly accepted and executed by both parties).We may
amend these Terms from time to time, in which case the new Terms will supersede prior versions.We
will notify You of any changes that have a material adverse effect on you, and direct You to the latest
version.
13. Severability
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13.1 If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable,
such provision shall be modified by the court and interpreted so as to best accomplish the original
provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall
remain in effect.
14. Export Compliance And Use Restrictions
14.1 Content and software components of the Service are subject to U.S. export control and economic
sanctions laws. You agree to comply with all such laws and regulations as they relate to such software
and Content, and access and use of the Service.You shall not access or use the Service if you are located
in any jurisdiction prohibited by U.S. Laws, and You shall also not provide access to the Service to any
government, entity or individual located in any such jurisdictions.
15. Relationship Of The Parties
15.1 The parties are independent contractors.These Terms do not create a partnership, franchise,joint
venture, agency,fiduciary or employment relationship among the parties.
16. Survival
16.1 Sections 3 (General Conditions/Access and Use of the Service), 5 (Intellectual Property Rights),7
(Billing, Plan Modifications and Payments), 8, (Cancellation and Termination), 9 (Disclaimer of
Warranties), 10(Limitation of Liability), 11(Indemnification), 12(Assignment; Entire Agreement;
Revisions), 13 (Severability), 14(Export Compliance and Use Restrictions), 15 (Relationship of the
Parties), 17 (Governing Law;Venue; Attorney's Fees) and 18(Confidentiality) will survive any
termination of these Terms.
17. Governing Law;Venue;Attorney's Fees
17.1 These Terms shall be governed by the laws of the State of California without regard to conflict of
laws principles. Exclusive venue for any legal action shall be in the federal and state courts of the State
of California, Orange County. We hereby expressly agree to submit to the exclusive personal jurisdiction
of such courts for the purpose of resolving any dispute relating to Your access to or use of the Service. In
the event of any legal action between You and Us,the substantially prevailing party shall receive from
the losing party its reasonable costs and attorney's fees incurred in the action and in any appeal.
18. Confidentiality.
18.1 You acknowledge that the services provided by Us and the terms of this Agreement contain Our
valuable and proprietary trade secrets and confidential information. We acknowledge that in the course
of performing Our obligations under this Agreement, We will likely acquire Your confidential information
pertaining to Your business activities, methods and operations,trade secrets, and other confidential and
proprietary information. Each party will hold such confidential and proprietary information of the other
in strict confidence and will not disclose or reveal the same to third parties, except as required by law or
by the terms and conditions of this Agreement, including, but not limited to,the California Public Records
Act (Government Code Section 6250 et seq.). The parties shall exercise all reasonable efforts to ensure
that their respective agents and employees do not engage in any unauthorized disclosure of confidential
or proprietary information. The obligations of this paragraph do not apply to information that is (i) in or
becomes part of the public domain without breach of an obligation of confidentiality; (ii) lawfully received
from a third party without breach of an obligation of confidentiality; or (iii) independently developed
without use of the other party's confidential information.
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