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HomeMy WebLinkAboutCM SOW- City of Oshkosh [Q-09888] (1) Page 1 of 4 Statement of Work ________________________________________________________________________________ Customer: City of Oshkosh | Account Representative: Laura Deutz Term: 1/1/2024 through: 12/31/2024 ________________________________________________________________________________ The Fees and Services provided to Customer under this Statement of Work (“SOW”) are described below. Standard Feature User License - Primary Includes unlimited Login, Search & View Email Shares Includes unlimited Email Shares Reporting (w/Vidfinity) Includes Report Builder editing module Analytics Exportable Analytics charts by media type (including: Mentions and Audience over time, Mention Meter, Market Coverage Map and Word Cloud) Saved Searches (w/Notifications) - 20 Saved Searches across all Users, with unlimited Real-time or Digest Alert notifications Google Analytics Connecting to google analytics to display in reports. Includes users by channel, traffic by country etc. Content Sets U.S. TV U.S. National TV Networks & Affiliates, Cable and Independent Stations U.S. Radio U.S. Radio - News and Talk Radio from top markets Online News Global Online News Sites, Blogs, and Consumer Review sites/forums Licensed Print News Licensed Online News Print Content from premium sources. Social Facebook, Instagram, Twitter & YouTube. Fee Schedule SUB TOTAL: $7,500.00 INCENTIVES: -$1,750.00 Discount applies only if this SOW is executed by 12/15/2023 TOTAL AMOUNT: $5,750.00 Price for the Term: 1/1/2024 through 12/31/2024 DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 2 of 4 Master Service Agreement This Statement of Work is governed by the Critical Mention Master Service Agreement attached herein. Billing & Payment Customer will be billed annually in advance for the Total Amount shown above for the Initial Term and will be billed for subsequent Renewal Terms based on the Fee Schedule above, as adjusted for price increases. All payments are due in U.S. dollars within thirty (30) days of the date of each invoice. Late payments are subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law. CMI will notify Customer of any change to the Fee Schedule at least thirty (30) days prior to the effective date of such change, provided that such increase does not apply to the Initial Term. Renewal Terms If either Party elects to discontinue the Service following the Initial Term or after any subsequent Renewal Term, that Party must provide written notice to the other Party via fax or email, at least thirty (30) days prior to the end of the then-current Term. If no such notice is provided, this SOW shall automatically renew for additional consecutive one-year Renewal Terms. Notes By signing this SOW, you warrant that you have the authority to enter into this SOW. IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as of ("Effective Date"): \d2\ CMI: Critical Mention, Inc. Customer: City of Oshkosh Signature: \s2\ Signature: \s1\ Name: Zack Jenkins Name: Mark Rohloff Title: General Manager, North America Title: City Manager Address: 19 W. 44th Street, Suite 300 Address: 215 Church Avenue City, State, ZIP: Country New York, NY 10036 United States City, State, ZIP: Country Oshkosh Wisconsin, 54901 United States Telephone: 212.398.1141 Telephone: 920-236-5002 Email: legal@criticalmention.com Email: mrohloff@ci.oshkosh.wi.us Customer: City of Oshkosh Customer: City of Oshkosh Signature: \s2\ Signature: \s1\ Name: Diane Barlett Name: Russ Van Gompel Title: City Clerk Title: Director of Finance Address: 215 Church Avenue Address: 215 Church Avenue City, State, ZIP: Country Oshkosh Wisconsin, 54901 United States City, State, ZIP: Country Oshkosh Wisconsin, 54901 United States Telephone: 920-236-5014 Telephone: 920-236-5005 Email: dbartlett@ci.oshkosh.wi.us Email: rvangompel@ci.oshkosh.wi.us Customer: City of Oshkosh DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 12/1/2023 | 5:35:36 PM EST Page 3 of 4 Signature: \s2\ Name: Lynn Lorenson Title: City Attorney Address: 215 Church Avenue City, State, ZIP: Country Oshkosh Wisconsin, 54901 United States Telephone: 920-236-5115 Email: llorenson@ci.oshkosh.wi.us DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 4 of 4 Customer Information Primary Contact Billing Contact Name: Andy Radig Name: Holly Magrady Title: Communications Coordinator Title: Purchasing Agent Address: 215 Church Avenue Address: 215 Church Avenue City, State, ZIP: Country Oshkosh, Wisconsin, 54901 United States City, State, ZIP: Country Oshkosh, Wisconsin, 54901 United States Telephone: (920) 236-5269 Telephone: (920) 236-5101 Email: aradig@ci.oshkosh.wi.us Email: hmagrady@ci.oshkosh.wi.us Subscription User Information Full Name Title Phone Email Address Andy Radig Communications Coordinator (920) 236-5269 aradig@ci.oshkosh.wi.us DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 5 of 4 Critical Mention Master Service Agreement THIS MASTER SERVICE AGREEMENT, including the Statement of Work (as defined herein) and other exhibits and agreements referred to herein and incorporated herein by reference, (the “Agreement”) is made as of the Effective Date (as defined herein) between Critical Mention, Inc. (“CMI”) and the Customer (the “Customer” or “The City of Oshkosh, or “The City”) identified on the Statement of Work (as defined herein) (each a “Party” and together the “Parties”). 1.) TERMS OF USE. This Section 1 sets forth the terms and conditions governing CMI's provision and Customer's use of certain CMI products and services (collectively and individually the "Service") ordered by Customer pursuant to a certain Statement of Work (the “Statement of Work” or “SOW”) executed by the Parties. CMI grants Customer a limited, non-exclusive license to use the Service during the Term (as defined herein) and to view data, including digitized broadcast television, text and/or other clips provided via the Service (collectively, the “Data”), in each case according to the Terms of Use specified herein. CMI shall monitor various sources for mentions of words or phrases specified by Customer (each word or phrase, a "Saved Search"). CMI reserves the right, in its sole and absolute discretion, to refuse to undertake any query that CMI reasonably deems improper or unlawful. Customers can access the Data containing the Saved Searches through the Service. Using the Service's functionality, Customers shall use the Data for private, research, educational and non-commercial use only. Notwithstanding the foregoing, Customer may circulate the Data within the Customer’s organization and may allow its agents, contractors, and customers (in the case of agencies who use the Service on behalf of one or more customers) ("Permitted Customer Recipients") and affiliated entities via hard copy, digital copy or link distribution through e-mail, as permitted in the Service, but Customer shall not publicly broadcast, transfer, display, or otherwise publicly exhibit any part of the Data by any means including posting clips to a public web site on the Internet. Notwithstanding the foregoing, the City is a governmental body and the data received from CMI may be subject to public discussion, use, and potential release as allowed by law and in the ordinary course of the City’s operations. However, the City understands that it, and not CMI, is responsible for issues related to such discussion, use, and release. Customer shall not create derivative works from, resell, reverse engineer or otherwise redistribute the Data, the Service or CMI’s technology. Unless otherwise specified herein or permitted in the Service (ie. downloaded), Customer may access the Data for as long as it is maintained in the platform after the original broadcast date. Neither Customer nor Permitted Customer Recipients may (a) resell or redistribute the Data supplied hereunder (including any portion of the Data); (b) distribute or transfer, by any means whatsoever, any Data received via the Service (or copies thereof), except in a manner consistent with Wisconsin Public Records laws and if distributed or transferred by the City such actions will be at the City’s risk; or (c) download or store the Data other than for private, research, educational, or non-commercial use or reference by Customer or Permitted Customer Recipients. Customer warrants that the Data provided to Customer through the use of the Service will not be resold, republished or otherwise systematically distributed to third parties in any form, including but not limited to an extranet or internet site, with the exception that uses consistent with Wisconsin Public Records laws shall be allowed. Notwithstanding anything to the contrary in this Section 1, Customer may, via CMI functionality, post, in electronic format, individual broadcast television clips, articles, reports or the like, received via the Service to an intranet site for access and use solely by Permitted Customer Recipients. Customer agrees to use reasonable efforts to prevent unauthorized copying or distribution of the Service, Data or CMI’s technology. CMI retains all rights, title and interest DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 6 of 4 in CMI’s technology and any intellectual property rights of whatever nature throughout the world covering or embodied by the Service, Data or CMI technology. 2.) PAYMENT TERMS; TAXES. CMI shall invoice Customer, and Customer shall pay CMI, in accordance with the fee schedule (the “Fee Schedule”) on the SOW. By accepting this Agreement, Customer acknowledges that it has read and agrees to be bound by the Fee Schedule. CMI may charge additional fees for downloads of licensed content. All payments are non-refundable. Should Service be deactivated due to non-payment, CMI may charge a reactivation fee. All applicable sales and other taxes will be included on CMI’s invoices. If tax exempt, Customer shall provide a valid tax exemption form upon execution of the SOW. 3.) EFFECTIVENESS, ACCEPTANCE, TERM AND TERMINATION. This Agreement shall be effective, and deemed accepted and agreed by Customer and CMI, as of the date both Customer and CMI execute the SOW (the “Effective Date”). The Initial Term of this Agreement shall commence on the Effective Date on the SOW and extend through the Initial Term End Date set forth on the SOW (the “Initial Term”) or through the Renewal Term End Date on a Renewal SOW (“Renewal Term”). The Initial Term together with any subsequent Renewal Terms shall be referred to herein as the “Term.” 4.) DISCLAIMERS. Customer acknowledges and agrees that in providing the Data and Service, CMI will supply information, including news mentions, prepared by others ("Third Party Content"). The Data and Service provided by CMI in connection with this Agreement are for informational purposes only. CMI does not represent, warrant or guarantee, and shall not be responsible for, the accuracy, completeness, timeliness, sequence, adequacy, reliability or editorial approach of any Third Party Content and shall have no liability for any action taken or loss incurred as a result of the inability to access, or the use of, the Third Party Content, Data or the Service. Customer acknowledges and agrees that the Third Party Content monitored by CMI is subject to copyrights owned by third parties. CMI does not imply, represent or warrant, by virtue of supplying information incorporating Third Party Content, that CMI owns any copyright in the Third Party Content or Data, or that CMI holds or grants any license, whether to copy, display, perform, translate, distribute, broadcast or otherwise transfer television clips or any text or graphics provided, including news mentions or links to such mentions under copyrights owned by third parties. Customer's use of any broadcast television clips, text or graphics provided hereunder, other than in accordance with the terms set forth herein, shall be at Customer's sole risk and expense. Further, Customer's use of information obtained through the Service may be subject to restrictions imposed by one or more third-party copyright owners, and Customer agrees that it shall comply with any such restrictions. CMI DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE THIRD PARTY CONTENT, SERVICE AND DATA. CMI does not represent or warrant that any specific source will be monitored by CMI. CMI reserves the right to change the sources that it monitors at any time. Certain sources may limit Customer's ability to view content or access links through the Service. Customer agrees that it shall comply with any such restrictions. 5.) LIMITATION OF LIABILITY. Neither Party to this Agreement nor its respective parents, subsidiaries or affiliates shall be liable to the other Party, or its parents, subsidiaries, or affiliates, for any indirect, incidental, punitive, exemplary, special or consequential damages arising out of or in connection with this Agreement, or any Services, content (including Third Party Content), Data, information and other materials offered by CMI, including without limitation, lost revenues, lost profits, loss of business, loss of goodwill or loss of Data, even if the other Party has been advised of the possibility of such damages, and regardless of the nature of the cause of action. In no event shall a Party’s aggregate liability to the other Party for damages arising out of or in connection with this Agreement exceed the total fees paid DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 7 of 4 by Customer to CMI during the twelve (12) month period prior to the date any such damages are incurred. 6.) CONFIDENTIALITY. All non-public information, or other information that a Party should reasonably believe to be confidential information disclosed by a Party hereto to the other Party shall be deemed “Confidential Information” of the disclosing Party and will be held in strict confidence by the receiving Party, although the foregoing shall be interpreted in a manner that is consistent with paragraph no. 9, below. CMI shall not use such Customer Confidential Information other than for the provision of Services to Customer. Confidential information shall not include information that is (i) in or becomes part of the public domain, (ii) demonstrably known to the receiving Party previously, (iii) independently developed by the receiving Party outside of this Agreement or (iv) rightfully obtained by the receiving Party from third parties, or (v) is required by law or governmental regulation to be disclosed. 7.) NOTICE. Any notices required to be provided to CMI hereunder shall be sent to CMI at the following fax or email address: 212-898-0121 or legal@criticalmention.com or such other fax or email address as CMI may specify from time-to-time in an email sent to Customer’s then current email address as indicated in the Customer’s account details maintained by CMI. Customer’s email address and other account details maintained by CMI shall be consistent with information set forth on the Statement of Work unless Customer notifies CMI of any change(s) to such information in a writing sent to CMI via fax or email in accordance with the foregoing. Notices sent to CMI shall be effective only upon Customer’s receipt of an automated delivery confirmation. Customer is solely responsible for ensuring that Customer’s email address and contact information as maintained by CMI is current. 8.) MISCELLANEOUS. In the event of an interruption to Customer’s access to the Service, CMI shall correct such interruption within one (1) business day of receiving notification from Customer of any such interruption, unless such interruption is caused by a force majeure as set forth herein. Neither Party shall be liable for any delay or failure to perform under this Agreement if caused by conditions beyond its control (“force majeure”) but no such event shall relieve Customer of Customer’s obligations to make payment to CMI. The affected Party shall promptly notify the other Party of the nature and anticipated length of continuance of such force majeure. If such failure continues for more than one (1) month, either Party may terminate this Agreement. Neither Party may assign this Agreement without the consent of the other Party, except in the event of a merger, acquisition, restructuring or sale of all or substantially all of a Party’s assets or, in the case of an assignment by CMI only, a reorganization of CMI resulting in an assignment of this Agreement to an affiliate of CMI. The Parties hereto are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the Parties. This Agreement, the SOW, and other exhibits and agreements referred to herein and incorporated herein by reference constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements, representations or understandings relating thereto and may be executed in two or more counterparts, and each counterpart may be exchanged by facsimile, email or via an electronic signature through a third party and shall be deemed an original thereof. Each Party may use the other Party’s name on an appropriate section of its web site and in press releases, provided that any further use of either Party’s name or marks by the other Party must be mutually approved. The laws of the State of New York govern this Agreement, and Customer irrevocably submits to the exclusive jurisdiction of the State and Federal courts located in the State, City and County of New York. 9.) WISCONSIN PUBLIC RECORDS LAW AND OTHER LAWS. Notwithstanding any other term of this Agreement, whether identified before or after this paragraph, and including other terms referenced or DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 8 of 4 linked to this Agreement, (a)The City of Oshkosh is statutorily required to comply with the Wisconsin Public Records laws as well as other laws. Nothing in this Agreement shall prevent or prohibit the City of Oshkosh from complying with Wisconsin Public Records or other laws, or from handling records in a manner consistent with Wisconsin Public Records or other laws. In the event the City of Oshkosh’s compliance Wisconsin Public Records laws, or compliance with other laws, conflicts with any term of this Agreement, whether the term is explicitly stated, or referenced, or linked, the City of Oshkosh will comply with the applicable law and such compliance shall not be considered a breach, default, waiver, or other violation of any term of this Agreement. (b) For purposes of clarification, but without limitation, the City of Oshkosh acknowledges the intellectual property and trade secrets rights of CMI, as well as those of CMI’s subsidiaries and affiliates. This section is not intended to limit the aforementioned intellectual property or trade secret rights as may be otherwise described herein. (c) For purposes of clarification, but without limitation, the parties note that this Agreement includes various terms which may be similar, and used together, but which are not legally interchangeable. It is acknowledged that intellectual property, proprietary information, confidential information, and information subject to privacy laws may seem in some sense to be the same, but each are different in nature and are subject to different legal protections. It is the intent of the parties to interpret each term according to each term’s unique characteristics. The Wisconsin Public Records laws prevents public release of some of the aforementioned type of information, including: Wis. Stat 19.35(1)(records, such as intellectual property, subject to protection by other federal or state laws); Wis Stat 19.36(4)(computer programs); Wis Stat 19.36(5)(trade secrets); and, Wis Stat 19.36(13)(financial identifying information). Wisconsin Public Records laws do not prevent public disclosure and use of information that entities may believe are proprietary or confidential, unless that information is explicitly protected by one of the previously mentioned laws. (d) For purposes of further clarification, but without limitation, the City of Oshkosh notes that computer programs and software is protected from public disclosure, as noted above. However, Wis. Stat. 19.36(4) explicitly states that all material used for input into the computer program, and all material produced as a product of the computer program is subject to public examination and copying unless otherwise explicitly protected by law from inspection and copying. Therefore, regardless of any notations of confidentiality placed on any input to the computer program, or output from the computer program, such records will be considered records available for public inspection, copying, and use unless information is otherwise protected from public disclosure by law. In the event that certain personally identifiable information may be provided to or by CMI, and that the City may have access to such information, then the City believes that such personally identifiable information may be protected from disclosure using the balancing test analysis as allowed by Wisconsin law. The City agrees to use such analysis when warranted. In cases where warranted, the City agrees to use the public records balancing test analysis. In all cases Wisconsin law reviewed in a Wisconsin venue will determine all public records issues, including but not limited to which records are made publicly available. Similarly, this Agreement, communications related to this Agreement, and pricing related to this Agreement are considered subject to public inspection and copying, and public use without restriction. (e) In the event the City of Oshkosh receives a Public Records request seeking records other than this Agreement, pricing, communications related to this Agreement, or reports, analysis, or other material produced by the subject software, the City will notify CMI of the request. In the case of records requests that may include personal information received from Critical Mention, the City agrees to notify CMI promptly and allow CMI the ability to take steps it deems necessary to protect such information. If it is the City’s position that the requested records are subject to public inspection and copying according to Wisconsin Public Records laws, and if CMI DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4 Page 9 of 4 disagrees with the City’s conclusion, then CMI may take any lawful action it deems necessary to protect its interests provided such action does not interfere with the City of Oshkosh’s obligations to respond to the request as soon as practicable and without delay. However, any resulting actions by CMI shall be taken at CMI own risk and cost, regardless of the result of such action. DocuSign Envelope ID: C3F2371E-9377-45A8-A93B-8704A360D8A4