HomeMy WebLinkAbout2020-382-E-Visitor Bureau-CrowdRiff-Annual Core Platform License renewalRevised 11/19
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[Departmental Use Only]
TITLE CrowdRiff, Inc.
FY 2020-2021
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of
June, 2020, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and CrowdRiff, Inc., a
Canadian Corporation, having an address of 116 Spadina Avenue, Suite 400, 4th Floor, Toronto,
Ontario, Canada M5V 2K6 , (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Annual Core Platform license renewal to AI-powered
visual content marketing platform that combines UGC image discovery, digital
asset management and content delivery purpose-built for the travel and tourism
industry so marketing teams can harness the power of visuals at scale.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
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of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
vi) In determining the Basic Services to be provided and in the interpretation of this
Agreement, should any documents be referenced in this Agreement, the terms of
this Agreement shall have priority in any conflict between the terms of referenced
documents and the terms of this Agreement.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out and/or fulfilled by other contractors, and bidding or
negotiation with contractors produce prices which, when added to the other
elements of the approved total project cost, produce a cost that is in excess of the
approved total project cost, the Provider shall participate with the County in
negotiation and design adjustments to the extent such are necessary to obtain
prices within the approved total project cost. All activity of the Provider with
respect to these matters shall constitute Basic Services and shall be performed by
the Provider without additional compensation. If negotiation and design
adjustments fail to bring costs within the total project cost the County may reject
all bids and Provider will redesign and/or reduce portions of the project in an
effort to reduce the bid prices to within the total project cost and rebid the project.
One such redesign is included within Basic Services. If this second letting for
bids does not produce bids that are within the approved total project cost initially
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or after negotiations with the contractor the cost is not reduced to an amount
within the total project cost, the Provider is not obligated to engage in further
redesign.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Annual Core Platform license renewal to AI-
powered visual content marketing platform that combines UGC image discovery, digital
asset management and content delivery purpose-built for the travel and tourism industry
so marketing teams can harness the power of visuals at scale. Includes galleries, hashtag
rights, photo wall, automatic photo keywording, photo and video upload, 100GB of
storage as further described in Exhibit 1 - CrowdRiff's Terms of Service .
4. Duration of Services
a. Term. The term of this Agreement shall be from July 25, 2020 to July 24, 2021.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be July 25,
2020.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed Thirteen Thousand Two Hundred
Thirty Dollars ($13,230.00). Payment for satisfactorily performed Basic Services shall
become due and payable within thirty (30) days of Provider properly invoicing County.
Payment shall be subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
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additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Tina Fuller) to act as the
County's representative with respect to the Project and shall have the authority to render
decisions within guidelines established by the County Manager and/or the County Board
of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County from all loss, liability,
claims or expense, including attorney's fees, arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole or in part by the negligence or misconduct of the Provider except to the
extent same are caused by the negligence or willful misconduct of the County. It is the
intent of this provision to require the Provider to indemnify the County to the fullest
extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination. The Parties may terminate this Agreement upon mutual written agreemen.
Either Party may terminate this Agreement upon the material breach by the other Party;
provided, the breaching Party has been given the opportunity and a reasonable amount of
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time to remedy the breach. The non-breaching Party shall give the breaching Party
seven (7) days' prior written notice of its intent to terminate this Agreement for cause.
b. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
c. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
d. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal non-discrimination laws, policies, rules, and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy (each policy
is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
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violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County’s obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County’s statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
i. Signatures. This Agreement together with any amendments or modifications may be
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executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
Attention:Tina Fuller Cara Sanna
P.O. Box 8181 Director of Customer Success
Hillsborough, NC 27278 CrowdRiff, Inc.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _________________________________
Bonnie Hammersley, County Manager
By: __________________________________
Cara Sanna, Director of Customer Success
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: CrowdRiff, Inc. Party/Vendor Contact Person: Hailey Connell Contact Phone:
Party/Vendor Address: 116 Spadina Avenue, Suite 400 City Toronto State: Ontario, Canada Zip: M5V 2K6
Department: Econ. Dev./Visitors Bureau Amount: $13,230.00 Purpose: Annual Core Platform License renewal
Budget Code(s): 37600520 600000 Vendor # 64658 (N/A if new vendor) Vendor is a BOCC consultant? Yes
No Contract Type: (Check one) New Renewal Amendment Effective Date 7/25/2020 Approved
by Board Yes No Agenda Date: N/A
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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6/15/2020
6/15/2020
6/15/2020
6/19/2020
6/19/2020
CrowdRiff Terms of Service
https://crowdriff.com/terms-of-service/
Please read the following terms of use (the “Terms”) carefully which govern use of the
CrowdRiff platform, CrowdRiff API and the software services (collectively “Services”)
made available by CrowdRiff Inc (“CrowdRiff”, “we”, “us”) to subscribers (“Customer(s)”)
who have entered into a software-as-a-service order with Crowdriff subject to these
Terms (a “SaaS Order”). Together these Terms, the CrowdRiff Privacy Policy, the
CrowdRiff Copyright Policy and the SaaS Order entered into by Customer constitute the
“Agreement” between Customer and CrowdRiff.
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT,
YOU MUST NOT USE THE WEBSITE OR SERVICES. IF YOU ACCESS OR USE THE
SOFTWARE, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE
ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS WHICH FORM A
LEGAL AGREEMENT BETWEEN YOU AND CROWDRIFF AND ITS SUCCESSORS
AND ASSIGNS.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY, YOU REPRESENT
AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS
DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF
AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND
PERFORM ITS OBLIGATIONS HEREUNDER.
Exhibit 1
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SERVICES, LICENSE GRANT AND RESTRICTIONS
1.1. About. The Services enable Customer through integration with the CrowdRiff API
and use of the CrowdRiff platform to identify relevant content for combination and
display on Customer’s website and applications. Such content may be Customer’s own
content or third party, user generated content collected from social media sites (“UGC”)
or a combination of the same, each as further described in Section 3 below. You are
solely responsible for your use of the Services, including use of UGC in accordance with
the terms of use of the applicable social media sites, where such content is made
available through the Services
1.2. API License Grant. If set out in your SaaS Order, and subject to the terms and
conditions of this Agreement, CrowdRiff grants to Customer a non-exclusive,
non-transferable, limited license: (i) to integrate the CrowdRiff API into Customer’s
content management system and/or websites or applications (“Customer CMS”) to
enable content curation, organization of digital properties and assets, rights
management and publication of UGC and/or Customer Content. The license granted
herein is for personal use (if Customer is an individual subscriber) or internal business
use (if Customer is a corporate entity).
1.3. CrowdRiff Platform License Grant. CrowdRiff owns and operates a software
platform through which the Services are delivered (the “CrowdRiff Platform”). Subject to
the terms and conditions of this Agreement, CrowdRiff grants Customer a
non-exclusive, non-transferable license to access and use the features of the CrowdRiff
Platform which are part of the subscription plan ordered by Customer in the SaaS
Order. Each service plan includes hosting and related support services as further
described in Section 8.
1.4. Restrictions. Customer shall use the Services solely as contemplated in this
Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign,
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distribute, time share or otherwise make the Service the CrowdRiff API, CrowdRiff
Platform or any component of the same or content, scripts, methodologies, code or
other know-how and intellectual property made available by CrowdRiff as part of the
CrowdRiff API, CrowdRiff Platform or the Services (collectively “CrowdRiff IP”) available
to any third party, unless otherwise permitted by this Agreement. Customer shall not: (a)
modify, translate, reverse engineer, decompile, disassemble, or create derivative works
based on the CrowdRiff IP except to the extent expressly agreed upon in writing by
Customer or to the extent that enforcement is prohibited by applicable law
notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or
other use restrictions that are built into the Service; (c) remove any proprietary notices,
labels, or marks from the Service or CrowdRiff IP; or (d) modify, translate, reverse
engineer, decompile, disassemble, or create derivative works based on the Service or
do the same in order to (i) build a competitive product or service; or (ii) copy any ideas,
features, functions or graphics of the Service.
Customer acknowledges that Customer acquires absolutely no rights or licenses to the
Services or the CrowdRiff IP other than the limited right to use the Services and the
CrowdRiff IP in accordance with the terms and conditions of this Agreement. All other
use is strictly prohibited.
1.5. Privacy & Security. The information provided to us to create CrowdRiff accounts, as
well as certain other information, is subject to CrowdRiff’s Privacy Policy. In addition,
please be aware that because of the insecure nature of the Internet, privacy in
communications cannot be guaranteed. While reasonable commercial efforts to include
security features in the Service to protect the identities and the information transmitted
using the Service have been taken by CrowdRiff, the associated risks must be
considered before transmitting confidential, personal or other information with the
Service. CrowdRiff may at times send emails to one or more email addresses provided
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by Customer or Customer’s users to CrowdRiff as a part of creating a CrowdRiff
account or other associated CrowdRiff services.
1.6. Service Limitations. CrowdRiff will not be responsible for any lost data due to server
crashes or other events outside CrowdRiff’s reasonable control.
PAYMENT TERMS AND TAXES
2.1. Payment Terms. In consideration for the receipt of the Services and the licenses
and other consideration granted hereunder, Customer shall pay CrowdRiff the properly
invoiced and undisputed Fees specified on the SaaS Order. Fees for the Services will
be invoiced annually in advance unless otherwise provided on the applicable SaaS
Order. Unless otherwise stated, all undisputed payments shall be made to CrowdRiff
within thirty (30) calendar days after receipt of the invoice.
2.2. Invoicing and Payment of Taxes. All charges and fees provided for in this
Agreement are exclusive of and do not include any foreign or domestic governmental
taxes or charges of any kind imposed by any federal, state, provincial or local
government on the transactions contemplated by this Agreement, including without
limitation excise, sales, use, property, license, value-added taxes, goods and services,
harmonized, franchise, withholding or similar taxes, customs or other import duties or
other taxes, tariffs or duties other than taxes that are imposed based on the net income
of Customer. Any such taxes that are imposed shall be the sole responsibility of
Customer.
2.3. Overdue Payments. Any undisputed amounts properly due and not paid by the
Customer by the due date will accrue late charges each month at the rate of one and a
half percent (1.5%.) of the undisputed outstanding balance per month, or the maximum
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rate permitted by law, whichever is lower, from the date such payment was due until the
date paid.
2.4. Suspension of Services. If Customer does not pay a properly rendered and
undisputed invoice within thirty (30) days of the Customer’s receipt of a written notice
from CrowdRiff that the amount is overdue, in addition to any of its other rights or
remedies, CrowdRiff reserves the right to suspend the Service provided to Customer,
until such amounts are paid in full.
PROPRIETARY RIGHTS, DATA TERMS AND CONFIDENTIALITY.
3.1. Exclusive Ownership. The Services and the CrowdRiff IP are proprietary to
CrowdRiff and its licensors and are protected by copyright and other intellectual
property laws. All right, title and interest, including all copyright and other intellectual
property rights, in and to the Services and the CrowdRiff IP are owned by CrowdRiff or
its licensors. Except for the rights and licenses granted in this Agreement, Customer
acknowledges and agrees that any and all intellectual property rights to or arising from
the software and technology used to provide the Website and the Services are and shall
remain the exclusive property of CrowdRiff and its licensors. Nothing in this Agreement
is intended to transfer any such IP rights to, or to vest any such intellectual property
rights in, Customer. Customer is only entitled to the limited use of the intellectual
property rights granted to Customer in this Agreement. Customer will not take any
action to jeopardize, limit or interfere with CrowdRiff’s intellectual property rights. Any
unauthorized use of CrowdRiff ‘s intellectual property rights is a violation of this
Agreement as well as a violation of intellectual property laws and treaties, including
without limitation copyright laws and trademark laws.
3.2. Customer Content. As between Customer and CrowdRiff, Customer own and retain
ownership of customer content Customer provides, stores and processes through the
Services (“Customer Content”). Customer hereby grant CrowdRiff a worldwide,
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royalty-free, and non-exclusive license during the term of Customer’s subscription to
access Customer Content in order to: (i) provide the Services, including storing, hosting
and management of such content; and (ii) to create Pattern Data. “Pattern Data” means
non-personally identifiable information, data and reports derived from or compiled
through the Service, including but not limited to demographics data, mobility patterns,
location data and trend data such as aggregated data and statistics indicating frequency
of use and popularity of the Services. For greater certainty, Pattern Data is data that
does not identify a specific customer or its end users and is data which does not relate
to a specific customer’s business (including data relating to a specific customer’s
locations that receive the Services). Pattern Data will be owned by CrowdRiff and may
be used for a variety of purposes including to improve CrowdRiff’s products and the
Services. Together Sections 3.2(i) and (ii) constitute the “Content License”). Customer
understand that CrowdRiff, in performing the required technical steps to provide the
Services, may (a) transmit or distribute Customer Content over various public or private
networks and in various media; and (b) make such changes to Customer Content as are
necessary to conform and adapt that Customer Content to the technical requirements of
connecting networks, devices, Services or media. Customer confirm and warrant to
CrowdRiff that Customer have all the rights, power and authority necessary to grant the
above Content License and that use of the Content in the manner contemplated will not
breach the rights of any third party.
Customer Content. Customer is responsible for any and all Customer Content and its
use of UGC and for compliance with this Agreement including obtaining all necessary
licenses, permissions and consents to enable all material comprising Customer Content
to be made available to CrowdRiff for CrowdRiff to transmit, host and store. For greater
certainty, Customer shall: (i) have sole responsibility for the accuracy, quality, integrity,
legality, reliability, and appropriateness of all Customer Content; (ii) use commercially
reasonable efforts to prevent unauthorized access to, or use of, the SaaS Service and
notify CrowdRiff promptly of any such unauthorized access or use; and (iii) comply with
all applicable local, provincial, state, federal and foreign laws in using the Services.
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3.3. UGC. All third party photographs, images, materials, descriptions, content, videos,
audio files, text files, information, code, or other content, trademarks, intellectual
property, handles or other data (“UGC”) that is accessed by Customer through use of
the CrowdRiff API and CrowdRiff Platform shall be retained by the applicable third party
rights holder and subject to the rights of such third party and any applicable third party
terms and conditions (e.g. Facebook, Twitter, Instagram) governing the use or access to
such UGC. Customer acknowledges that Crowdriff must abide by the applicable rules
and regulations of the social networks from which UGC is pulled through those networks
and accordingly, use and availability of content from third party social networks is
subject to change at any time based on the permissions granted to CrowdRiff.
Customer acknowledges and agrees that Customer shall be solely liable for the
clearance and use of any such UGC in connection with Customer’s business and CMS
including without limitation, any copyrights, trademarks, right of privacy or publicity or
other rights and compliance with any applicable third party terms and conditions.
Furthermore, Customer will be responsible for passing through all restrictions on access
and use of UGC to Customer’s site users.
3.4. Content Disclaimers. Customer understands that the inclusion and availability of
UGC through the Services does not imply CrowdRiff’s endorsement of such content nor
does CrowdRiff make any claims regarding the accuracy or legality of any UGC or
Customer Content.
3.5. Privacy Responsibilities. Customer shall be solely responsible for compliance with
applicable data protection and privacy laws in its collection, use and storage of any
personally identifiable information via Customer’s CMS or other properties.
3.6. Suggestions. CrowdRiff shall have a royalty-free, worldwide, transferable,
sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into
its products, services and business any suggestions, enhancement requests,
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recommendations or other feedback provided by Customer relating to the operation of
the Services.
CONFIDENTIALITY
4.1. Definition of Confidential Information. As used herein, “Confidential Information”
means all confidential and proprietary information of a party (the “Disclosing Party”)
disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential
given the nature of the information and the circumstances of disclosure, including the
terms and conditions of this Agreement, the Customer Content, the Software, business
and marketing plans, technology and technical information, product designs, and
business processes. Confidential Information shall not include any information that: (i) is
or becomes generally known to the public without breach of any obligation owed to the
Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was
independently developed by the Receiving Party without breach of any obligation owed
to the Disclosing Party; or (iv) is received from a third party without breach of any
obligation owed to the Disclosing Party.
4.2. Obligations. The Receiving Party shall not disclose or use any Confidential
Information of the Disclosing Party for any purpose outside the scope of this Agreement,
except with the Disclosing Party’s prior written permission. Each party agrees to protect
the confidentiality of the Confidential Information of the other party in the same manner
that it protects the confidentiality of its own proprietary and confidential information of
like kind (but in no event using less than reasonable care).
4.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose
Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with
prior notice of such compelled disclosure (to the extent legally permitted) and
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reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to
contest the disclosure.
4.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use)
any Confidential Information of the Disclosing Party in breach of confidentiality
protections contained in this Agreement, the Disclosing Party shall have the right, in
addition to any other remedies available to it, to seek injunctive relief to enjoin such
acts, it being specifically acknowledged by the parties that any other available remedies
may be inadequate.
WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY.
5.1. Representations and Warranties by Each Party. Each party represents, warrants to
the other party that: (i) it is an entity, duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation; (ii) it has all requisite power
and authority and approvals to execute, deliver and perform its obligations under this
Agreement; (iii) the execution and delivery of this Agreement and the performance of its
obligations hereunder have been duly authorized by it and any necessary third parties;
and (iv) it will perform its duties and obligations hereunder in a careful, diligent,
professional, proper, efficient and business-like manner.
5.2. CrowdRiff Warranties. CrowdRiff represents and warrants to Customer that during
the Term it will provide the Services in a workman like, professional manner, at the time
of delivery there are no known viruses or destructive code in the Crowdriff API or
CrowdRiff Platform and the CrowdRiff IP does not, to CrowdRiff’s knowledge, infringe
any third party intellectual property rights.
5.3. Customer Warranties. Customer represents and warrants that: (a) Customer has all
rights necessary to provide CrowdRiff with the Content License for use in accordance
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with the terms of this Agreement; and (b) CrowdRiff’s use of the Customer Content in
accordance with the terms of this Agreement will not violate the rights of any third party;
and (c) Customer’s use of UGC will not violate any applicable laws, rules or regulations,
including without limitation any intellectual property, privacy and/or publicity rights and
that if Customer Content is subject to third party proprietary rights, Customer has all
necessary licenses, rights, consents and permissions to publish the Customer Content
including permission from any persons appearing in Customer Content. Furthermore,
Customer represents and warrants that Customer will use the Services and the
CrowdRiff IP for lawful purposes only and in a manner consistent with all applicable
local, provincial, state, national or international laws, rules and regulations including all
intellectual property laws applicable to Customer Content and use of UGC. CrowdRiff’s
Copyright Policy can be found here: www.crowdriff.com/copyright.
5.4. Release. Customer hereby releases, discharges and agrees to hold CrowdRiff, and
any person acting on its behalf, harmless from any liability related in any way to
Customer’s use or distribution of Customer Content and UGC.
5.5. DISCLAIMER OF IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE CROWDRIFF IP ARE
PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, AND
CROWDRIFF, ITS LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES,
CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS,
IMPLIED OR COLLATERAL, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, COMPATIBILITY OR THAT THE SERVICES AND
THE SOFTWARE ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE
ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR
THAT THE SERVICES AND THE SOFTWARE WILL OPERATE WITHOUT
INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
CROWDRIFF IS NOT RESPONSIBLE FOR ANY ERRORS IN THE CONTENT
DELIVERED USING THE CROWDRIFF IP OR SERVICES. CUSTOMER
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ACKNOWLEDGES THAT CROWDRIFF HAS NO CONTROL OVER UGC OR THIRD
PARTY SITES. THE USE OR PERFORMANCE OF THE SERVICES OR UGC IS AT
CUSTOMER’S OWN RISK AND AT THE RISK OF ANY USERS.
TERM AND TERMINATION
6.1. Services Period and Renewals. Subscriptions are for periods of time selected at the
time Customer creates an account with CrowdRiff as specified on the SaaS Order.
Subscriptions will auto-renew at the end of the then current term unless or until
Customer’s subscription is terminated pursuant to Sections 6.2 or 6.3 below or either
party requests termination at least thirty (30) days prior to the end of the then-current
term (“Term“).
6.2. Termination for Cause. Either party may also terminate this Agreement upon thirty
(30) days’ notice (or immediately on written notice in the case of nonpayment), if the
other party materially breaches any of the terms or conditions of this Agreement.
Customer will pay in full for the Services up to and including the last day on which the
Services are provided.
6.3. Effect of Termination. Upon any termination, CrowdRiff will make all Customer Data
available to Customer for electronic retrieval for a period of thirty (30) days, but
thereafter CrowdRiff may, but is not obligated to, delete stored Customer Data. After the
data retrieval period, Customer shall not access the CrowdRiff Platform or continue to
make calls to the CrowdRiff API.
6.4. Survival. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, accrued rights to
payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
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CHANGES TO SOFTWARE, SERVICES AND AGREEMENT
7.1. Updates to Agreement. CrowdRiff reserves the right to modify this Agreement at
any time by publishing the revised Agreement on the Website and/or providing a copy of
this Agreement to Customer’s account by email. The revised Agreement shall become
effective within ten (10) business days of such publication or provision to Customer,
unless Customer expressly accept the revised Agreement earlier by clicking on the
accept button. Customer’s express acceptance or Customer’s continued use of the
Services after expiry of the notice period of ten (10) business days (being weekdays
excluding any statutory holidays in Ontario), shall constitute Customer’s acceptance to
be bound by the terms and conditions of the revised Agreement.
7.2. Changes to CrowdRiff Technology. CrowdRiff may alter, update or upgrade the
CrowdRiff Platform, CrowdRiff API, and other components from time to time. Updates
and upgrades to core framework and plug-ins will be processed automatically.
7.3. Changes to Services. CrowdRiff may change the Services and/or other aspect of
any of the Services at any time upon reasonable notice to Customer by posting the
change on the Website, sending notice via an email to the email address Customer
provide on registration, a message on Customer’s invoice, in writing, or any other notice
method likely to come to Customer’s attention. Customer’s continued access to and use
of the Services after the change has come into effect constitutes Customer’s
acceptance of the change and Customer acknowledge and agree that (i) Customer will
be deemed to have accepted the change, with no additional written agreement or
express acknowledgement required; and (ii) Customer will continue to be responsible to
pay for the Services unless Customer terminate in accordance with Section 6.2 above.
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7.4. Changes to Fees. CrowdRiff may change the fees for the Services from time to
time which fee change will take effect from the next billing cycle.
SUPPORT AND MAINTENANCE
8.1. Technical Support. CrowdRiff will provide basic support for the Services and will (i)
use commercially reasonable efforts to make the Services available during the hours
specified except for: (a) planned downtime, or (b) any unavailability caused by
circumstances beyond CrowdRiff ‘s reasonable control, including without limitation, acts
of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or
other labor problems (other than those involving CrowdRiff employees), or Internet
Services provider failures or delays, and (iii) provide the Services only in accordance
with applicable laws and government regulations.
8.2. Maintenance Services. CrowdRiff will provide updates and upgrades to the
technology underlying the CrowdRiff Platform from time to time to provide new features
and improvements, bug fixes and error corrections which will be available across the
CrowdRiff Platform and the CrowdRiff API.
8.3. Professional Services. One-off consulting and professional services may be
requested and agreed with CrowdRiff, including customized features and assistance
with custom-website builds. All professional services shall be defined in a statement of
work. If any work product or deliverables are generated through the provision of
Professional Services under this Agreement (“Deliverables“), the parties will determine
ownership of such Deliverables in the SaaS Order executed for the professional
services. Notwithstanding the generality of the foregoing, any enhancements,
modifications or other customizations to the CrowdRiff technology will be owned by and
vest in CrowdRiff exclusively including all title and interest in and to all Deliverables
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including the benefit of all copyrights, trademarks, patents, trade secrets or other
intellectual property rights pertaining thereto.
LIABILITY PROVISIONS
9.1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER CROWDRIFF NOR ANY OF ITS AFFILIATES,
LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL
HAVE ANY LIABILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR
ANY DAMAGES (WHETHER ARISING FROM THIS AGREEMENT, RELATED TO THE
SOFTWARE, OR TO ANY SERVICES PROVIDED TO CUSTOMER BY CROWDRIFF
(INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS
AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL,
SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING,
BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO
DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR
RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER
ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR
STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF CROWDRIFF
(INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS
AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL CROWDRIFF ’S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH
RESPECT TO ANY SINGLE INCIDENT THE AMOUNT PAID BY CUSTOMER
HEREUNDER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE
INCIDENT.
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9.2. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE
ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION
OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO
CUSTOMER. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF
CROWDRIFF (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS,
SUBCONTRACTORS AND/OR DISTRIBUTORS) TO CUSTOMER OR ANY OTHER
PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT,
RELATED TO ANY SERVICES PROVIDED TO CUSTOMER BY CROWDRIFF
(INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS
AND/OR DISTRIBUTORS) IN RELATION TO THE SERVICES, EXCEED THE FEES
PAID BY CUSTOMER TO CROWDRIFF FOR THE SERVICES COMPONENT GIVING
RISE TO THE CLAIM.
9.3. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS
AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS
AGREEMENT. CUSTOMER ACKNOWLEDGES THAT BUT FOR THE DISCLAIMER
OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER CROWDRIFF NOR ANY OF ITS LICENSORS OR SUPPLIERS
WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. CUSTOMER’S
ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR
DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF
SUCH SERVICES.
INDEMNIFICATION.
10.1. Customer Indemnity. Customer agrees on demand to indemnify, defend and hold
CrowdRiff, its affiliates and CrowdRiff personnel harmless from and against any and all
liability and costs, including reasonable attorneys’ fees incurred by such parties, in
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connection with or arising out of Customer’s (a) violation or breach of any term of this
Agreement or any applicable law or regulation, whether or not referenced herein, or (b)
violation of any rights of any third party, or (c) misuse of the Services including
commercialization or use of UGC outside the permissions granted by the social network
for such content.
DATA FAIR USAGE.
CrowdRiff is committed to delivering a Visual Marketing Platform for you to manage all
your visuals in one place, whether that be photos or videos. We have developed this
Data Fair Usage Policy to ensure that all customers get an optimal level of service.
11.1. Video Storage. If purchased, we offer unlimited video storage as part of your
CrowdRiff license so that you can focus on running your business. Video storage is
unlimited as long as you only upload videos that are used to run your business.
Examples of behaviours that fall outside this fair usage policy include:
●Uploading videos that are for entertainment, such as movies
●Uploading the exact same video many times
●Uploading videos that belong to other organizations
In the event that we detect such behaviours, we will notify you by email so that you can
remove certain videos that violate this fair usage policy. In the event that you do not
take action within 10 business days of the email notification, we reserve the right to
disable the upload functionality of your platform, and/or remove certain videos from your
platform.
11.2. Video Bandwidth. The videos that you have in the CrowdRiff platform can be
viewed in your platform or shared via a sharing portal. These activities consume
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bandwidth. Each month, 200 GB of bandwidth is included in your CrowdRiff license. In
the event that your monthly bandwidth limit is exceeded, we will notify you by email so
that you can either i) remove certain videos from your online properties or ii) upgrade
your CrowdRiff license to get a higher bandwidth limit. We will work with you closely to
select the option that best fits your business needs. In the event that neither option is
chosen within 10 business days of the email notification, we reserve the right to remove
certain videos from your platform at our discretion.
GENERAL TERMS
12.1. Independent Contractors. The parties are independent contractors. Neither party
shall be deemed to be an employee, agent, partner, joint venturer or legal
representative of the other for any purpose and neither party shall have any right, power
or authority to create any obligation or responsibility on behalf of the other.
12.2. Prohibited Use. Use of the Services is unauthorized in any jurisdiction where the
Services or any of the Content may violate any laws or regulations. Customer agrees
not to access or use the Services in such jurisdictions. Customer agrees that Customer
are responsible for compliance with all applicable laws or regulations. Any contravention
of this provision (or any provision of this Agreement) is entirely at Customer’s own risk.
12.3. Force Majeure. Except for each party’s obligations to pay money, neither party
shall be deemed to be in breach of this Agreement for any failure or delay in
performance caused by reasons beyond its reasonable control, including but not limited
to acts of God, earthquakes, wars, terrorism, communication failures, strikes or
shortages of materials.
12.4. Logos. CrowdRiff may refer to Customer in CrowdRiff ’s customer list and may
use Customer’s corporate name and logo for this purpose. For the avoidance of doubt,
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CrowdRiff will not use Customer’s name, logo, any other trademark or trade-name of
Customer’s for any other purposes without Customer’s prior consent.
12.5. Severability & Waiver. Should any term or provision hereof be deemed invalid,
void or unenforceable either in its entirety or in a particular application, the remainder of
this Agreement shall nonetheless remain in full force and effect and the invalid, void or
unenforceable portion will be severed from the Agreement. If CrowdRiff does not take
action against all breaches of this Agreement, it does not mean that it waives its right at
a later time to enforce the same.
12.6. Assignment. Customer is not allowed to assign this Agreement or any rights
hereunder without the prior written consent of CrowdRiff, such consent not to be
unreasonably withheld. CrowdRiff is allowed at its sole discretion to assign this
Agreement or any rights hereunder to any third party, without giving prior notice.
12.7. Applicable Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of Ontario, Canada without giving effect to any conflict of
laws or provisions whether contained in Canadian law or the laws of Customer’s current
state or country of residence. Any legal proceedings arising out of or relating to this
Agreement will be subject to the jurisdiction of the courts of the province of Ontario,
Canada. Each party hereby waives any right to jury trial in connection with any action or
litigation in any way arising out of or related to this Agreement.
12.8. Entire Agreement. The terms and conditions of this Agreement constitute the
entire agreement between Customer and CrowdRiff with respect to the subject matter
hereof and will supersede and replace all prior understandings and agreements, in
whatever form, regarding the subject matter.
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Last Updated: October 11, 2017
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CERTIFICATE OF INSURANCE DATE
(YYYY/MM/DD)
2020-05-27
BROKER
Jones DesLauriers Insurance Management Inc. This certificate is issued as a matter of information only and confers no rights
upon the certificate holder. This certificate does not amend, extend or alter the
coverage afforded by the policies below.
2375 Skymark Avenue
Mississauga, ON, L4W 4Y6
Tel: (416) 259-4625 Fax: (416) 259-7178
INSURED COMPANIES AFFORDING COVERAGE
CrowdRiff Inc.
116 Spadina Avenue, Suite 500
Toronto, ON
M5V 2K6
COMPANY A Lloyds Open Market; CFC Underwriting Ltd.
COMPANY B
COMPANY C
COMPANY D
COVERAGES
This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated,
notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may
pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies exclusions
and conditions of such policies. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE
DATE (YYYY/MM/DD)
POLICY EXPIRATION
DATE (YYYY/MM/DD) LIMITS
A COMMERCIAL GENERAL LIABILITY
CLAIMS MADE
OCCURRENCE
PRODUCTS AND/OR COMPLETED
OPERATIONS
PERSONAL INJURY
EMPLOYER’S LIABILITY
TENANTS LEGAL LIABILITY
NON-OWNED AUTOMOBILE
ESI026600756 2019/12/19 2020/12/19 BODILY INJURY & PROPERTY
DAMAGE INCLUSIVE LIMITS $5,000,000
PRODUCTS / COMPLETED
OPERATIONS AGGREGATE $5,000,000
PERSONAL INJURY $5,000,000
EMPLOYERS’ LIABILITY $5,000,000
TENANTS LEGAL LIABILITY $2,000,000
NON-OWNED AUTOMOBILE $5,000,000
A PROFESSIONAL LIABILITY
EACH CLAIM LIMIT ESI026600756 2019/12/19 2020/12/19 EACH CLAIM LIMIT $2,000,000
AGGREGATE LIMIT AGGREGATE LIMIT $2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/SPECIAL CONDITIONS/OTHER: Note: Limits are Stated in Canadian Dollars.
Description of Operations: A social media insights and publishing platform.
Evidence of Insurance
Chapel Hill/Orange County Visitors Bureau is added as an Additional Insured but only with respect to liability arising solely out of the
operations of the Named Insured and only with respect to Commercial General Liability.
CERTIFICATE HOLDER CANCELLATION
Attn: Fax: Should any of the above described policies be cancelled before the expiration date
thereof, the issuing company will endeavour to mail (30) days written notice to the
certificate holder named to the left, but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representatives.
Chapel Hill/Orange County Visitors Bureau
501 W. Franklin Street
Chapel Hill, NC
27278
AUTHORIZED REPRESENTATIVE:
Jones DesLauriers Insurance Management Inc.
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