2021/12/13 Dash Dash Platform Service Agreement
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Dash Platform Service Agreement
The City of Menifee (“Customer” or “You”) and Dash Platform LLC, (“Dash” or “Dash Platform” or “We”)
agree to enter into this Service Agreement which covers all of the terms described herein, including the
terms described below, any Exhibits, and the Dash standard Terms of Service at
https://www.dashplatform.com/terms-of-service/ (collectively, the “Agreement”). This Agreement will
commence on the date the Agreement is signed by both parties (“Effective Date”) and will be in force for
12 months (the “Initial Term”).
Subscription Fees: 1% of processed revenue with a $5,000 minimum Annual Fee
Implementation and Training Fees:
● Phone/Web-Based Services (standard)- Standard rate of $120/hour
● The Implementation and Training Fees quoted are an estimate that we believe will be needed to
do this work. If we reach the estimate and the Implementation and Training work is not
complete we will notify you in writing and provide an estimate for work needed to complete the
Implementation and Training work.
● Implementation and Training work includes the following:
o Implementation Phase - Business Process Review, Database Configuration, and Training
Plan.
o Training Phase - System Administrators, Program Leaders, Customer Service Managers,
Marketing, Financial, Bookings/Rentals, and Front Desk.
● GO LIVE - No Charge, Dedicated Customer Support person through the GO LIVE period.
● Post GO LIVE - No Charge, Dedicated Customer Support person for 30 days post GO LIVE.
● Support - No Charge, Including the Online Help Center, Email support, Online Chat, Phone, and
Emergency.
Additional Fees
● Waivers: NO CHARGE
Optional Features and Associated Fees
● HelloSign Electronic Signatures: $0.99 per transaction. Electronic Signatures are different from
waivers. Electronic Signatures are a tool for you to execute agreements with your clients,
customers, or staff (e.g. rental contracts or instructor contracts)
● Online Rental Booking and purchase: NO CHARGE
● Restaurant POS: $500/month (This feature is for full-service restaurants that require orders to
process to a kitchen).
● Data Import and other IT Services: charged at $175/hour. Estimates will be provided and
charges agreed to in writing before the work is performed.
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Payment Terms
● Subscription Fees – Are invoiced monthly at the beginning of each month and collected on the
10th of each month.
● Implementation and Training Fees - 50% of the quoted fees are invoiced upon execution of this
Agreement and payable thirty (30) days after receipt of the invoice. The remaining 50% of the
fees are invoiced monthly based on the time worked in a given month until the Implementation
and Training work is complete. These fees are invoiced monthly and collected on the 20th of each
month.
● Additional Fees – Are invoiced based on actual usage on a monthly basis and are collected on the
10th of each month.
● Notes:
○ Payment will be accepted by ACH funds transfer or by credit card; checks are not
accepted. If payment is made via ACH, the payment will be initiated by Dash. Payment by
credit card will incur a 3% fee.
○ After the Initial Term, Dash reserves the right to increase the monthly service fee by 5%
annually.
○ In the event of any delinquency in payment, We may, at 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 the Client.
You will be liable for any fees incurred by Us in connection with the collection of unpaid
charges.
Customer Service and Support
The following Customer Support services are included in your monthly Subscription Fees:
● Online Support Library - Includes videos, tutorials, white papers, how-to guides, & help FAQ’s.
● Online Chat - Communications via Chat with the Dash Customer Service team.
● Email - Communications via Email with the Dash Customer Service team.
● Phone - Communications via Phone with the Dash Customer Service team if the Online Support
Library, Chat and Email were unable to resolve an issue.
● Emergency Support - Available 24 hours a day, seven days a week to resolve outage issues or
compromised service issues.
● Customer Support hours - 7:00 AM - 5:00 PM PST, Monday through Friday. After hours, the
Customer Service team monitors the Chat and Email inbound queues and respond as necessary.
Termination
Either party may terminate this Agreement (i) upon sixty (60) days written notice to the other party if the
other party materially breaches any provision of this Agreement and 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
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creditors. Additionally, Dash may terminate this Agreement as set forth in the Terms of Service. After the
Initial Term, either party may terminate this Agreement with 90 days written notice.
Miscellaneous
Notices to Dash: Email: support@dashplatform.com or Post: Dash Platform 3520 Green Court, Suite 250,
Ann Arbor, MI 48105 Attn: Hal Mady. Notices to Client: Email: mcornejo@cityofmenifee.us or Post:
29844 Haun Road Menifee, CA 92586. You may not assign or transfer the Agreement, in whole or in part,
whether by merger, operation of law, or otherwise, without Our prior written consent. The Agreement is
the complete and exclusive agreement and understanding between the parties.
I HAVE READ THE ABOVE AND AGREE TO BE BOUND BY THE TERMS
City of Menifee
OFFICER NAME: Armando G. Villa
Title: City Manager
Signature: ______________________________ Date: _____________________________
City of Menifee
APPROVED AS TO FORM:
OFFICER NAME: Jeffrey T. Melching
Title: City Attorney
Signature: ______________________________ Date: _____________________________
City of Menifee
ATTEST:
OFFICER NAME: Sarah A. Manwaring
Title: City Clerk
Signature: ______________________________ Date: _____________________________
Dash Platform, LLC
OFFICER NAME: Hal Mady
Title: Chief Revenue Officer
Signature: ______________________________ Date: _________________
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12/7/2021
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12/13/2021
12/13/2021
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Terms of Service
Dash Platform, LLC (“Dash Platform”, “We”, ”Our” or “Us”) provides the Services (as defined below) to
you (“You” or “Your”) through its web site located at dashplatform.com (the “Site”), subject to these Terms
of Service (“Terms”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS
THE SITE OR USE THE SERVICES OR CONTENT. BY VIEWING OR USING ANY PART OF THE
SERVICES OR THE SITE, BY DOWNLOADING ANY CONTENT OR MATERIALS OR BY
COMPLETING ANY REGISTRATION PROCESS VIA THE SITE, YOU AGREE TO BE BOUND BY
THESE TERMS. The Site is available ONLY TO USERS 18 YEARS OF AGE OR OLDER.
By accepting these Terms, or by accessing or using the Service or Site, You represent and acknowledge
that You have read, understand, and agree to be bound by these Terms, and that the information You provide
to Dash Platform via the Service or the Site is accurate, complete, and is Yours or within Your right to use.
If You are entering into these Terms on behalf of a company or another legal entity, You represent that You
have the authority to bind such entity and its subsidiaries and affiliates to these Terms. If You do not have
such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use
the Service.
You acknowledge that these Terms constitute an agreement between You and Us, even though it is
electronic and is not physically signed by You and Us, and that these Terms govern Your use of the Service
and supersede any prior version of these Terms. NOTICE REGARDING DISPUTE RESOLUTION: These
Terms contain provisions that govern the resolution of claims between You and Us. WITHOUT OUR
PRIOR WRITTEN CONSENT, YOU MAY NOT ACCESS OR USE THE SERVICE IF YOU ARE A
COMPETITOR OF DASH PLATFORM. ADDITIONALLY, YOU MAY NOT ACCESS OR USE THE
SERVICE FOR PURPOSES OF MONITORING THE AVAILABILITY, PERFORMANCE, OR
FUNCTIONALITY OF THE SERVICE, OR FOR ANY OTHER BENCHMARKING OR
COMPETITIVE PURPOSES. BEFORE COMMENCING USE OF THE SERVICE, YOU MUST
ASCERTAIN AND DETERMINE, IN YOUR SOLE DISCRETION, THAT THE SERVICE WILL MEET
YOUR SPECIFIC FUNCTIONAL REQUIREMENTS.
Description Of Service
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.
General Conditions/Access And Use Of The Service
Subject to the terms and conditions of these Terms, You agree to access and use the Service only for Your
business purposes as contemplated by these Terms, or as otherwise authorized by Dash Platform in a writing
signed by Dash Platform. 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 licensors.
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,
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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.
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.
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.
Data Privacy And Security
In providing You the Service, We 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.
You agree that We can access Your account information in order to provide You the Service. You grant to
Us the non-exclusive, worldwide right to use, copy, store, transmit, and display Your Data solely to the
extent necessary to provide the Service. We will not disclose such data except if compelled by law,
permitted by You, or pursuant to the terms of the Our Privacy Policy, which is incorporated by reference
into these Terms.
Dash Platform has implemented an information security program that contains administrative, technical
and physical controls that are designed to reasonably safeguard PCI. Subject to the limitations within these
Terms, 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.
Your data is hosted by Amazon Web Services in the U.S.A.
California Consumer Privacy Act of 2018 (“CCPA”). The terms in this section apply only to California
residents.
1. Dash Platform will not sell personal information, defined to mean Personal
Information Processed by Dash Platform in the course of providing services under this
Agreement, or any other confidential or proprietary data, information or materials
(collectively, “Your Data”) arising from or related to this Agreement. The terms,
“Selling”, “Personal Information”, and “Processing” shall have the meanings as set forth
in the CCPA; and
2. Dash Platform will not retain, use, Sell, combine or disclose Your Personal
Information or Your Data for any purpose (other than for the specific purpose of
performing the services in this Agreement) and outside of the direct business relationship
between the parties associated with the Your Personal Information and Dash Platform.
3. To the extent any Deidentified Personal Information is included in Your Personal
Information, Dash Platform undertakes as follows:
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1. Dash Platform shall not make any attempts to re-identify the Deidentified
Personal Information.
2. Dash Platform has implemented and will maintain technical safeguards that
prohibit re-identification of Deidentified Company Personal Information.
3. Dash Platform has implemented and will maintain business processes that
specifically prohibit re-identification of information and prevent inadvertent
release of Deidentified Personal Information.
4. Dash Platform will periodically reassess its technical safeguards and
processes to ensure that they are still adequate to prevent the re-identification of
information or inadvertent release of Deidentified Personal Information.
4. Consumer Requests. Dash Platform shall, without undue delay, acknowledge Your
request or instruction regarding the exercise of any consumer privacy rights under the law,
including without limitation, the CCPA (“Consumer Requests”).
1. Dash Platform will provide reasonable assistance to You to enable You to
respond to consumer requests to exercise their rights under the CCPA or other
applicable laws. If Dash Platform receives a request from You to provide access
to a consumer’s Personal Information, which is Processed by Dash Platform, then,
to the extent Dash Platform is able to verify the consumer’s identity based on
information provided by You, Dash Platform will, without undue delay, provide
You with access to such information using a mutually acceptable format or
mechanism.
2. If Dash Platform receives a request from You regarding the opt out of a Sale
(as such term is defined under CCPA) of Your Personal Information of a consumer,
the Parties will discuss in good faith whether such request is relevant to the
Processing of Your Personal Information by Dash Platform and the best manner to
address such requests.
3. If Dash Platform receives a request from You to return or delete Your
Personal Information of a consumer, which is Processed by Dash Platform, then,
to the extent Dash Platform is able to verify the consumer’s identity based on
information provided by You, and unless prohibited under applicable laws, Dash
Platform will, without undue delay and, at Your election (i) return a complete copy
of all Your Personal Information in such format and manner requested by You and
(ii) comply with the request to delete by de-identifying Your Personal Information
or aggregating Your Personal Information.
4. If Dash Platform receives a request from a consumer to exercise any of the
rights provided to the consumer under the CCPA or applicable data protection
laws, then Dash Platform will, without undue delay, respond to the consumer with
a response that will include: (i) an explanation that Dash Platform received the
request but may not answer directly; (ii) a statement directing the consumer to
submit the request directly to You; and (iii) the Your contact information. To the
extent Dash Platform is legally required to provide a different response, Dash
Platform, to the extent permitted by such applicable law, will inform You of that
legal requirement before it responds to the request.
Intellectual Property Rights
The Service and its entire contents, features, and functionality (including but not limited to all information,
software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are
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owned by Us, Our licensors, or other providers of such material (the “Dash Content”) and are protected by
United States and international copyright, trademark, patent, trade secret, and other intellectual property or
proprietary rights laws. We and Our licensors retain all proprietary rights to the Dash Content. You may
not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works
from, transfer, or sell any information, software, products or services obtained from the Dash Content. We
grant you a limited license to access and make personal use of the Service, subject to these Terms. The
Service and any portion thereof may not be reproduced, duplicated, copied, downloaded, sold, resold,
visited, or otherwise exploited for any commercial purpose without the express written consent of Dash
Platform. You may not frame or utilize framing techniques to enclose any trademark, logo or other
proprietary information (including images, text, page layout and form) of Dash Platform and/or its affiliates
without the express written consent of Dash Platform. You may not use any meta tags or any other “hidden
text” utilizing Dash Platform’s name or Marks (as defined below) without the express written consent of
Dash. Any unauthorized use terminates the license granted by Dash Platform. No right, title, or interest in
or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are
reserved by Us. Any use of the Website not expressly permitted by these Terms is a breach of these Terms
and may violate copyright, trademark, and other laws. You may use the Service only for lawful purposes
and in accordance with these Terms. The rights granted to You to use the Service under these Terms do not
convey any additional rights in the Service, or in any Dash Content 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, Our services or Our products.
Third-Party Services
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.
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. T o 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. Any acquisition or usage of Other Services, and
any exchange of data between You and any Other Service provider, is solely between You and such third
party. Dash Platform does not guarantee, warrant, or support any Other Service, whether or not such Other
Services are designated as “certified” by Dash Platform. If any such Other Service provider ceases to make
its Other Service available for interoperation with the Services on terms acceptable to Dash Platform, We,
in Our sole discretion, may cease permitting such interoperability with no liability to You for any refund,
credit, or other compensation. If You access, install, or enable any Other Service, You acknowledge and
agree that Dash Platform may permit such Other Service providers to access Your Data as required for the
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interoperation of such Other Services with the Service. You acknowledge and agree that Dash Platform is
not liable for any disclosure, modification, or deletion of Your data resulting from any such access by Other
Service providers. You acknowledge and agree to always backup Your Data prior to syncing or integrating.
Cancellation And Termination
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. If appropriate, 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
liable to You, or any third party, for any modification, suspension or discontinuation of the Service in
accordance with this paragraph
Disclaimer Of Warranties
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. NEITHER WE NOR ANY
PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH
RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR
AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR
ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICE, ITS
CONTENT, OR ANY ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE,
RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED,
THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY ITEMS OBTAINED
THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
Limitation Of Liability
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
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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
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THESE TERMS, OUR
(INCLUDING ANY OF OUR AFFILIATES AND OUR OR THEIR LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS) 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 (I) 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.
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.
Nothing in Section 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 in price in the event Dash-
Platform fails to fully perform its obligations under this Agreement.
Indemnification
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 with respect to any Claim if such claim is caused in whole or in part by (i) any use of the Service
in a manner other than as specified in these Terms; (ii) compliance with designs, data, instructions or
specifications provided by You; (iii) modification of the Service by anyone other than Us; or (iv) 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 state our entire liability to Yo u and constitute Your
sole remedy with respect to a Claim brought by reason of Your permitted use of the Service.
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. Your indemnification obligations include, without limitation, claims arising out
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of any of Your data, as well as any claims arising out of acts or omissions by Your employ ees or agents,
and any other person or entity who gains access to the Service through Your user names or passwords,
either with your permission or as a result of Your failure to use reasonable security measures. 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.
Assignment; Entire Agreement; Revisions
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
unreasonable withheldThese 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 Dash
Platform Service Agreement, expressly accepted and executed by both parties). We reserve the right to
update these Terms at any time without notice to You, and all changes are effective immediately when
posted. Your continued use of the Service following the posting of changes to these Terms means that You
accept and agree to such changes. It is Your responsibility to check these Terms periodically for changes,
as these changes are binding on You.
Severability
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.
Export Compliance And Use Restrictions
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.
Relationship Of The Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship among the parties.
Survival
The Sections titled (i) General Conditions/Access and Use of the Service, (ii) Intellectual Property
Rights, (iii) Cancellation and Termination, (iv) Disclaimer of Warranties, (v) Limitation of Liability, (vi)
Indemnification, (vii) Assignment; Entire Agreement; Revisions, (viii) Severability, (ix) Export
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Compliance and Use Restrictions, (x) Relationship of the Parties and (xi) Injunctive Relief and (xii)
Governing Law; Venue; Attorney’s Fees will survive any termination of these Terms.
Injunctive Relief.
Your breach of these Terms may result in immediate and irreparable harm to Us, for which there may be
no adequate remedy at law, and, therefore, You agree that We are entitled to equitable relief to compel You
to cease and desist all unauthorized use, evaluation, and disclosure of information obtained through the
Service, which is in addition to any other remedies available at law or in equity.
Governing Law; Venue; Attorney’s Fees
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.
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