Loading...
HomeMy WebLinkAboutZencity Technologies Ltd; 2019-09-26;License Agreement Amendment This Amendment (the "Amendment") to License Agreement no. 100958 by and between the City of Carlsbad, CA ("Customer") and Zencity Technologies Ltd. ("Zencity"), dated as of September 26, 2019 (the "License Agreement”) is entered into as of September 26, 2021 (the "Amendment Date"). All capitalized terms not defined herein shall have the meaning ascribed to such terms in the License Agreement. Whereas, the Parties wish to amend certain terms of the License Agreement as set forth herein; Now, therefore,the Parties hereto agree to amend the terms of the License Agreement as set forth below. 1.Term. The Term of the License Agreement is hereby extended for a 24-month period commencing as of September 26, 2021 and ending onSeptember 25, 2023 (the "Renewal Term"). 2.Recurring Fees. During the Renewal Term the Recurring Fees table included in the License Agreement shall be amended and replaced in its entirety as follows: RECURRING FEES SKU Product Description Unit Price QTY (units) Gross Price Special Discou nt Net Price ZC-CORE Zencity core SaaS platform allowing state and local governments to better understand and engage with their residents, for cities and counties with up to 150,000. $36,000 $36,000 1 year 1 year $36,000 $36,000 33.33% 33.33% $24,000 (for the first year) $24,000 (for the second year) Total Gross Price $72,000 Total Special Discounts $24,000 Total Fees $48,000 The Fees shall be payable upfront on an annual basis for each year of the Renewal Term within 30 days of the receipt of an invoice. 3.General. This Amendment shall form an integral part of the License Agreement. Unless expressly specified herein, all other provisions, terms and conditions in the License Agreement shall apply and shall remain in full force and effect. In case of any contradiction or discrepancy between the terms of this Amendment to those of the License Agreement, with respect to matters described herein, the terms of this Amendmentshall prevail. In witness whereof, the parties have executed this Amendment, effective as of the Amendment Date. Zencity Customer Maria Callander, Director of Information Technology APPROVED AS TO FORM Celia Brewer, City Attorney BY: _______________________ Assistant City Attorney DocuSign Envelope ID: DB6E791A-5A8B-4DCA-BBCF-18CE87C39EC4 9/20/2021 CEO Eyal Feder 9/21/2021 03/04/2021 Professional Risk Solutions, Inc. 37 Walker Ave. Suite 200 Baltimore MD 21208 Illana Goldfinger (410) 486-2400 (410) 486-2998 igoldfinger@prsbrokers.com Zencity Technologies Us Inc / Zencity Technologies LTD 1313 N Market St Ste 5100 Wilmington DE 19801 Twin City Fire 29459 CL213306155 A 30SBMTY0198 03/07/2021 03/07/2022 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 Carlsbad City Hall 1200 Carlsbad Village Dr Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 85D5876A-6131-4577-B658-030BF030A047 zencity ZENCITY LlCENSE AGREEMENT Customer: City of Carlsbad, CA Contact: David Graham, Chief Innovation Officer Quote Number 100958 Created Date September 5, 2019 Expiration Date September 30, 2019 Prepared By Email Eyal eyalzencity.io Licensed Program' :Qµantit}'I JUnit Price' Zen City platform monthly subscription for cities under 120K 12 $3,000 ZenCity's Early adopters community discounts for the City of Carlsbad, -33% -$1,000 CA TOTAL PRICE of Annwtl Subscription 12 $2,000 Thank you for choosing the ZenCity platform! 1Total Price~ $36,000 -$12,000 $24,000 This LlceMe Ag,eement {'Ll<,m,e ~") is entmd into9p;J')ZenCity TecOnologies Ltd., {'Z<mClty"), md y=, <he entity identified above ("Customer"), as of the Effective Date I . and will remain in effect for a period of 24 Months. This License Agreement includes and incorporates the en ity Terms and Conditions attached as Appendix B. By signing this License Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the ZenCity Terms and Conditions. Each party's acceptance of this License Agreement is conditional upon the other's acceptance of the terms in the License Agreement to the exclusion of all other terms. Customer -City of Carlsbad, CA Zen City Technologies US Signature(\,to.nt\. ~ Signaturef¾ol f 1.,,).,ur Maria Callander l d Name:____________ Name: _E_y_a __ F_e_e_r ______ _ Role: Di rector of Information Technology Role:_C_E_O _________ _ Date:9/26/2019 Date: 9/26/2019 Approved As To Form Celli· Brewer, City Attorney By _II I\ -v= = Assistant City Attorney ------------- DocuSign Envelope ID: 85D5876A-6131-4577-B658-030BF030A047 -2 - AppendixA Description of Services Zen City is a platform for understanding people in the city on a wide scale. With the use of advanced AI algorithms, we analyze data from social media, city hotlines and other relevant sources, and provide local government stakeholders ,vith detailed, real time insights about how their citizens view and use the city. The analysis can be accessed through a web-based interface on desktop and mobile devices. I. PLATFORM FEATURES The Zen City platform collects data about citizen interactions from a variety of sources and analyzes them in real time using a set of Machine-learning based algorithms. The analyzed data can be accessed via a variety of graphs on our admin dashboard, including the following: 1.1. Category bar chart -the main bar chart shows how many interactions relate to each area of responsibility of the city, and what is the sentiment towards that topic. The name and amount of topics can be modified to fit the customer's needs based on our list of automatically identified sub-categories. 1.2. Alerts and notifications -the platform can create alerts about popular posts or comments or about significant changes in whole categories. The alerts can be accessed through the dashboard, but can also go out on a daily, weekly or real time basis via email-per the user's request. 1.3. Word cloud-The word cloud shows the most popular terms used in interactions analyzed by the platform. The larger the word is the more popular it was. 1.4. Overall sentiment view -the overall sentiment pie chart shows the ratio of positive, negative and neutral interactions out of the total sum of interactions analyzed. 1.5. Popular stories -the rotating digest of popular stories shows the stories which received the most interactions across all data sources. 1.6. Map interface -the map interface will show all interactions which have a location property, divided by category, by type or in a heatmap format. 1.7. Category drill down -each category has a drill down view which shows the level of discussion over time in that category, alerts, word cloud, map and popular stories views which include data just for this category and an operative view of city hotline calls for the category - including open calls, calls over the last week and changes over time. 1.8. Conversation analysis -the third level of drill down will be the "conversation analysis" which allows drilling down to the level of stories th~mselves. In this view, users can analyze conversations based on category, date range, sentiment or keyword search, or a combination of the above, and see both the trend and the stories themselves that make up the data. Each_ story ,vill include its source, category, sentiment, location and a link to the original content. 2. DATA SOURCES 2.1. Facebook -we analyze all interactions (posts, comments, likes, tags etc.) from public pages and public groups, both official and unofficial. This includes official accounts of the city and other agencies, resident groups, accounts of local businesses, community organizations, causes and any other relevant page or open group. 2.2. Twitter -apart from the same analysis employed on facebook data, on t\vitter data we also collect all geotagged interactions in the area and all interactions mentioning specific hashtags or keywords. 2.3. City Hotline reports (311) -we pull all service request transcripts from your database. 2.4. Additional sources -we may be able to incorporate other relevant data sources identified, such as local news sites, community message boards, other social media platforms etc. General new data sources implemented (such as new social media platforms) ,vill be .offered once they are available. Unique sources (such as local news sites) will be discussed and agreed upon by both sides. 3. USERS AND PERMISSIONS 3.1. This package includes a site license for users within the City of Carlsbad with varying permissions. Permissions ,vill be set by the customer's project lead. 4. SPECIAL DESIGN PARTNER ADDmONS As early adopters of the system, we see you as our partners in the ongoing development of the Zen City platform. This means you will be among the first to explore and try new features and capabilities, and that your feedback will direct our future development. Therefore, we will also ask to hold regular feedback sessions where we collect your feedback, needs and ideas for changes and additions to the platform. Additionally, we ask that the Customer reasonably assist ZenCity in the preparation of a case study. ZEN CITY TECHNOLOGIES LTD. LICENSE AGREEMENT DocuSign Envelope ID: 85D5876A-6131-4577-B658-030BF030A047 - 3 - AppendixB ZenCity Terms and Conditions 1. SOFIWARE UCfil!SE & SUPPORT SERVICES 1.1. Subject to the terms and conditions of these ZenCity Terms and Conditions and of the applicable License Agreement (collectively, the "Agreement"), ZenCity hereby grants to Customer a personal, non-exclusive, non-transferable limited license to use the Licensed Program identified in the applicable License Agreement entered into by ZenCity and Customer ("License Agreement") and the documentation and user manuals for the Licensed Program supplied by ZenCity to Customer throughout the Tenn (tl\,e "Documentation"). For the purposes of this Section 1.1, the term "use" shall be only in accordance with the confidentiality provisions of this Agreement and shall include the rights to use the Licensed Program only for the use of the Customer's organization, company or institution. For the purposes of this Section 1.1 the term "use" shall not include: (i) the right to make, use, or sell products incorporating the Licensed Program, or (ii) the right to sub-license the Licensed Program. No right is granted to the source code of the Licensed Program or to create derivative works thereof or to transfer ownership of the media containing such software except as a part of, or with, or for use in the equipment with which it operates. 1.2. Routine customer support is available via email. Any claim will be answered ,vithin 24 hours of report. On or before the Effective Date, Customer and ZenCity shall each designate a liaison as a respective point of contact for technical issues. Customer ,viii designate two individuals as liaison points of contact for technical issues. Each party may change such liaisons upon written notice from time to time at reasonable intervals. Zen City ,viii not be obligated to provide support to any person other than the Customer's designated liaisons. 1.3. During the Term, Customer may have access to Updates upon request at no additional cost. "Updates" shall mean certain new fearures as determined by the company, or fixes of minor errors in the Licensed Program which are incorporated in a new release of the Licensed Program. 1.4. Certain upgrades can be delivered to Customer upon commercial terms and conditions to be agreed upon. "Upgrades" shall mean enhancements, new functionalities which are added into the Licensed Program. 2. RESTRICTIONS AND RESPONSIBILITillS 2.1. Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or othenvise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Licensed Program, Documentation or data related to the Licensed Program, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Licensed Program; or copy, reproduce, rent, lease, distribute, assign, sell, or otherwise dispose of the Licensed Program, in whole or in part, or othenvise commercially exploit, transfer, or encumber rights to the Licensed Program; or remove any proprietary notices. 2.2. Customer ,viii use the Licensed Program only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions). 2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or othenvise use the Licensed Program and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the Licensed Program, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) for all uses of Customer user accounts with or without Customer's knowledge or consent. 3. PROPRIETARY RIGHI'S. Zen City retains all right, title, and interest in the Licensed Program, Documentation and any future modifications and enhancements thereof, and all intellectual property rights (including all past, present, and furure rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and narure) therein. Customer is granted only a limited right of use to the Licensed Program and Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement. 4. CONFIDENTIAIJTY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent, other than as required by law or public record regulations. "Confidential Infonnation" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable License Agreement). ZenCity's Confidential Information includes, without limitation, the software underlying the Licensed Program and all Documentation. The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection with this Agreement; and (ii) to protect such Confidential Information using the measures that Receiving Party employs ,vith respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Receiving Party shall, before receipt or usage of such Confidential Information inform its personnel of Receiving Party's confidentiality obligations under this Agreement. Notwithstanding the foregoing, Confidential Information does not· include information that: (i) has become publicly known through no breach by the Receiving Party; (ii) was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (iii) is independently developed by the Receiving Party ,vithout access to such Confidential Information. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. ZENCITY TECHNOLOGIES LTD. LICENSE AGREEMENT DocuSign Envelope ID: 85O5876A-6131-4577-8658-030BF030A04 7 - 4 - 5. DATAIJCENSE. For the term of this agreement and to the extent allowed by law, Customer grants ZenCity a limited license to use any data or information provided by Customer for use in, by or in connection with the Licensed Program, any information collected, and/or any analysis of any such information conducted by the Licensed Program for use by the Customer. Upon termination of this agreement, ZenCity ,viii destroy any Customer data in ZenCity's possession .. 6. PAYMENT OF FEF.5. The fees for the Licensed Program (''Fees") are set forth in the applicable License Agreement. The Customer will be billed for the full term specified in the applicable License Agreement on date of first onboarding. Customer shall pay all Fees within thirty (30) days after the date of ZenCity's invoice. · 7. TERM&TERMINATION 7.1. Subject to compliance with all terms and conditions, the term of this Agreement shall be from the Effective Date and shall continue until the End Date specified on page one (1) of the Agreement (the "Tenn") unless terminated earlier in accordance with the terms and conditions of this Section 7. The City of Carlsbad City Manager may amend the agreement to extend it for two (2) additional one(!) year periods or parts thereof. Extensions will be based upon a satisfactory review of ZenCity's performance, City of Carlsbad needs, and appropriation of funds by the City of Carlsbad City Council. Zen City and the City of Carlsbad will prepare a written amendment indicating the effective date and length of the extended Agreement. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-breaching party may terminate this Agreement immediately upon notice. 7.2. Upon termination, Customer will pay in full for the Licensed Program up to and including the effective date of termination. Upon any termination of this Agreement: (a) the license of the Licensed Program hereunder shall immediately terminate; and (b) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. 7.3. 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. 8. WARRANIT AND DISCLAIMER 8.1 . Zen City represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Licensed Program shall perform in accordance with generally _prevailing industry standards. 8.2. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it owns all right, title, and interest in and to all data provided to Zen City (if any) for use in connection ,vith this Agreement, or possesses the necessary authorization thereto; and (iii) ZenCity's use of such materials in connection herewith will not violate the rights of any third party. 8.3. ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED PROGRAM. EXCEPT AS SET FORTH IN THIS SECTION 8, THE LICENSED PROGRAM IS PROVIDED "AS IS" AND ZENCITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENCITY DOES NOT WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTOMER'S REQUIREMENTS. 9. LIMITATION OF LIABIIJTY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GA VE RISE TO THE LIABILITY. 10. MISCEIJ.ANEOUS. Capitalized terms not othenvise defined in these Terms and Conditions have the meaning set forth in the applicable License Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. Zen City shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes in connection with ZenCity's website and marketing materials, subject to Customer's trademark usage guidelines (as provided to ZenCity). If any provision of this Agreement is found to be unenforceable or invalid, that provision ,vill be limited or eliminated to the minimum extent necessary so that this Agreement ,viii othenvise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party ,vithout the other party's prior written consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets. This Agreement (including the License Agreement) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will-be entitled to ZENCITY TECHNOLOGIES LTD. LICENSE AGREEMENT DocuSign Envelope ID: 85O5876A-6131-4577-B658-030BF030A04 7 -5 - recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and the competent couns in the city of San Diego, San Diego Superior Court, North County Division, shall have exclusive jurisdiction to hear any disputes arising hereunder. 11. Insurance. ZenCity will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection ,vith performance of the services by ZenCity or ZenCity's agents, representatives, employees or subcontractors. The insurance ,vill be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key .Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association oflnsurance Commissioners (NAIC) latest quarterly listings report. 11.1. Coverage and Llmill!. ZenCity will maintain the types of coverage and minimum limits indicated below. 11 .1.1. Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2. Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate. 11.2. Additional Provisions. ZenCity will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1. The Customer will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the Customer. 11.2.2. ZenCity will obtain occurrence coverage. 11.2.3. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Customer sent by certified mail. 11.2.4. Providing Certificates of Insurance and Endorsements -Within 30 business days of Customer's execution of this Agreement, Zen City will furnish certificates of insurance and endorsements to Customer. 11.2.5. Failure to Maintain Coverage. If ZenCity fails to maintain any of these insurance coverages, then Customer will have the option to declare Zen City in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. ZenCity is responsible for any payments made by Customer to obtain or maintain insurance and Customer may collect these payments from ZenCity or deduct the amount paid from any sums due ZenCity under this Agreement. ZENCITY TECHNOLOGIES LTD. LICENSE AGREEMENT