066-16 - ProudCity, Inc. - Contract* ProudC*lty
ProudCity Terms of Service
* ProudCity
Overview:
ProudCity is a web platform that lets municipalities easily launch and manage
government digital services all in one place: proudcity.com. We empower government to
proudly serve residents, businesses and visitors and build a stronger sense of civic pride.
Our service is designed to give municipalities as much control and ownership over what
goes on your website as possible and encourage you to express yourself freely.
However, be responsible in what you publish. In particular, make sure that none of the
prohibited items (like spam, viruses, or serious threats of violence) appear on your
website.
Terms of Service:
The following terms and conditions govern all use of ProudCity and all content,
services, and products available at or through the website, including, but not limited to,
our services. Our Services are offered subject to your acceptance without modification
of all of the terms and conditions contained herein and all other operating rules,
policies (including, without limitation, ProuclCity's privacy policX) and procedures that
may be published from time to time by ProudCity (collectively, the "Agreement"). You
agree that we may automatically upgrade our Services, and these terms will apply to
any upgrades. Your agreement is with ProudCity Inc., (each, "ProudCity" or "we").
Please read this Agreement carefully before accessing or using our Services. By
accessing or using any part of our services, you agree to become bound by the terms
and conditions of this agreement. If you do not agree to all the terms and conditions of
this agreement, then you may not access or use any of our services. If these terms and
conditions are considered an offer by Automattic, acceptance is expressly limited to
these terms.
Use of our Services requires a ProudCity account. You agree to provide us with
complete and accurate information when you register for an account. You will be
solely responsible and liable for any activity that occurs under your username. You are
responsible for keeping your password secure.
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1. ProudCity Platform
• Your ProudCity Account and Website. If you create a website on the
ProudCity Platform, you are responsible for maintaining the security of your
account, and you are fully responsible for all activities that occur under the
account and any other actions taken in connection with the blog. You must
immediately notify ProudCity of any unauthorized uses of your website your
account, or any other breaches of security. ProudCity will not be liable for any
acts or omissions by you, including any damages of any kind incurred as a
result of such acts or omissions.
• Responsibility of Contributors. If you operate a website, or otherwise make
(or allow any third party to make) material available (any such material,
"Content"), you are entirely responsible for the content of, and any harm
resulting from, that Content or your conduct. That is the case regardless of
what form the Content takes, which includes, but is not limited to text, photo,
video, audio, or code. By using the ProudCity Platform, you represent and
warrant that your Content and conduct do not violate these terms. If you
delete Content, ProudCity will use reasonable efforts to remove it from your
website, but you acknowledge that caching or references to the Content may
not be made immediately unavailable. Without limiting any of those
representations or warranties, ProudCity has the right (though not the
obligation) to, in ProuclCity's sole discretion, (i) refuse or remove any content
that, in ProudCity's reasonable opinion, violates any ProudCity policy or is in
any way harmful or objectionable, or (ii) terminate or deny access to and use
of ProudCity to any individual or entity for any reason. ProudCity will have no
obligation to provide a refund of any amounts previously paid.
• Web Traffic. We use a third party, Google Analytics, to measure your
website's audience and usage. By hosting your site on the ProudCity Platform,
you agree to assign the traffic relating to your website to ProudCity. If we or
Google Analytics require additional documentation to verify ownership of
your website or domain name, you agree to make reasonable efforts to
accommodate such requests.
• Attribution. ProudCity reserves the right to display attribution links such as
'Powered by ProudCity', theme author, and font attribution in your footer or
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* ProudCity
toolbar. Footer credits may not be altered or removed regardless of upgrades
purchased.
• Payment and Renewal.
O General Terms.
O Optional paid services are available (any such services, an
"Upgrade"). By selecting an Upgrade you agree to pay ProudCity
the monthly or annual subscription fees indicated for that service.
Payments will be charged on a pre -pay basis on the day you sign up
for an Upgrade and will cover the use of that service for a monthly
or annual subscription period as indicated.
O Automatic Renewal.
O Unless you notify ProudCity before the end of the applicable
subscription period that you want to cancel a subscription or
upgrade, your upgrade or subscription will automatically renew and
you authorize us to collect the then -applicable annual or monthly
subscription fee for such services using any credit card or other
payment mechanism we have on record for you. Subscriptions and
upgrades can be canceled at any time by contacting ProudCity but
without refunds for previously paid invoices.
O Enterprise Service. Enterprise services are provided by ProudCity
under the terms and conditions for each such service. By signing up
for Enterprise services, you agree to abide by such terms and
conditions.
2. Responsibility of Visitors.
ProudCity has not reviewed, and cannot review, all of the material, including computer
software, posted to our Services, and cannot therefore be responsible for that
material's content, use or effects. By operating our Services, ProudCity does not
represent or imply that it endorses the material there posted, or that it believes such
material to be accurate, useful, or non -harmful. You are responsible for taking
precautions as necessary to protect yourself and your computer systems from viruses,
worms, Trojan horses, and other harmful or destructive content. Our Services may
contain content that is offensive, indecent, or otherwise objectionable, as well as
content containing technical inaccuracies, typographical mistakes, and other errors.
(�) ProudCity
Our Services may also contain material that violates the privacy or publicity rights, or
infringes the intellectual property and other proprietary rights, of third parties, or the
downloading, copying or use of which is subject to additional terms and conditions,
stated or unstated. ProudCity disclaims any responsibility for any harm resulting from
the use by visitors of our Services, or from any downloading by those visitors of
content there posted.
3. Content Posted on Other Websites.
We have not reviewed, and cannot review, all of the material, including computer
software, made available through the websites and webpages to which your website
links, and that link to your website. ProudCity does not have any control over those
external websites, and is not responsible for their contents or their use. By linking to
an external website, ProudCity does not represent or imply that it endorses such
website. You are responsible for taking precautions as necessary to protect yourself
and your computer systems from viruses, worms, Trojan horses, and other harmful or
destructive content. ProudCity disclaims any responsibility for any harm resulting
from your use of external websites and webpages.
4. Intellectual Property.
This Agreement does not transfer from ProudCity to you any ProudCity or third party
intellectual property, and all right, title, and interest in and to such property will
remain (as between the parties) solely with ProudCity. ProudCity, my.proudcity.com,
proudcity.com, ProudCity logo, and all other trademarks, service marks, graphics and
logos used in connection with ProudCity or our Services, are trademarks or registered
trademarks of ProudCity or ProudCity's licensors. Other trademarks, service marks,
graphics and logos used in connection with our Services may be the trademarks of
other third parties. Your use of our Services grants you no right or license to reproduce
or otherwise use any ProudCity or third -party trademarks.
5. Changes.
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We are constantly updating our Services, and that means sometimes we have to
change the legal terms under which our Services are offered. If we make changes that
are material, we will let you know by posting on one of our blogs, or by sending you an
email or other communication before the changes take effect. The notice will
designate a reasonable period of time after which the new terms will take effect. If you
disagree with our changes, then you should stop using our Services within the
designated notice period. Your continued use of our Services will be subject to the new
terms. However, any dispute that arose before the changes shall be governed by the
Terms (including the binding individual arbitration clause) that were in place when the
dispute arose.
6. Termination.
ProudCity may terminate your access to all or any part of our Services at any time,
with or without cause, with or without notice, effective immediately. If you wish to
terminate this Agreement or your ProudCity account (if you have one), you may
discontinue using our Services and stop billing by contacting ProudCity and request a
termination of services. All provisions of this Agreement which by their nature should
survive termination shall survive termination, including, without limitation, ownership
provisions, warranty disclaimers, indemnity and limitations of liability.
7. Disclaimer of Warranties.
Our Services are provided "as is." ProudCity and its suppliers and licensors hereby
disclaim all warranties of any kind, express or implied, including, without limitation, the
warranties of merchantability, fitness for a particular purpose and non -infringement.
Neither ProudCity nor its suppliers and licensors, makes any warranty that our
Services will be error free or that access thereto will be continuous or uninterrupted.
You understand that you download from, or otherwise obtain content or services
through, our Services at your own discretion and risk.
8. Limitation of Liability.
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* ProudCity
In no event will ProudCity, or its suppliers or licensors, be liable with respect to any
subject matter of this Agreement under any contract, negligence, strict liability or
other legal or equitable theory for: (i) any special, incidental or consequential damages;
(ii) the cost of procurement for substitute products or services; (iii) for interruption of
use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by
you to ProudCity under this agreement during the twelve (12) month period prior to
the cause of action. ProudCity shall have no liability for any failure or delay due to
matters beyond their reasonable control. The foregoing shall not apply to the extent
prohibited by applicable law.
9. General Representation and Warranty.
You represent and warrant that (i) your use of our Services will be in strict accordance
with the ProudCity Privacy Policy, with this Agreement, and with all applicable laws
and regulations (including without limitation any local laws or regulations in your
country, state, city, or other governmental area, regarding online conduct and
acceptable content, and including all applicable laws regarding the transmission of
technical data exported from the United States or the country in which you reside) and
(ii) your use of our Services will not infringe or misappropriate the intellectual
property rights of any third party.
10. US Economic Sanctions.
You expressly represent and warrant that your use of our Services and or associated
services and products is not contrary to applicable U.S. Sanctions. Such use is
prohibited, and ProudCity reserve the right to terminate accounts or access of those in
the event of a breach of this condition.
11. Indemnification.
You agree to indemnify and hold harmless ProudCity, its contractors, and its licensors,
and their respective directors, officers, employees, and agents from and against any
(�)o ProudCity
and all claims and expenses, including attorneys' fees, arising out of your use of our
Services, including but not limited to your violation of this Agreement.
12. Translation.
These Terms of Service were originally written in English (US). We may translate these
terms into other languages. In the event of a conflict between a translated version of
these Terms of Service and the English version, the English version will control.
13. Miscellaneous.
This Agreement constitutes the entire agreement between ProudCity and you
concerning the subject matter hereof, and they may only be modified by a written
amendment signed by an authorized executive of Automattic, or by the posting by
ProudCity of a revised version. Except to the extent applicable law, if any, provides
otherwise, this Agreement, any access to or use of our Services will be governed by the
laws of the state of California, U.S.A., excluding its conflict of law provisions, and the
proper venue for any disputes arising out of or relating to any of the same will be the
state and federal courts located in San Francisco County, California. Except for claims
for injunctive or equitable relief or claims regarding intellectual property rights (which
may be brought in any competent court without the posting of a bond), any dispute
arising under this Agreement shall be finally settled in accordance with the
Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service,
Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The
arbitration shall take place in San Francisco, California, in the English language and the
arbitral decision may be enforced in any court. The prevailing party in any action or
proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If
any part of this Agreement is held invalid or unenforceable, that part will be construed
to reflect the parties' original intent, and the remaining portions will remain in full
force and effect. A waiver by either party of any term or condition of this Agreement
or any breach thereof, in any one instance, will not waive such term or condition or any
subsequent breach thereof. You may assign your rights under this Agreement to any
party that consents to, and agrees to be bound by, its terms and conditions; ProudCity
may assign its rights under this Agreement without condition. This Agreement will be
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binding upon and will inure to the benefit of the parties, their successors and
permitted assigns.
Signature
ProudCity:
Name: �", iv� f jw41v�
Title: L Go
Signature:
Date: -qrZ.g
CITY OF PORT ORCHARD:
Name: Robert Putaansuu, Mayor
Signature:
Date: �9R-/4--
ATTEST/ TI CATE:
Brandy Rinearson, City Clerk
APPROVED AS TO FORM:
By:
ron Cates, City Attorney
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* ProudCity
ProuclCity Service Level
Agreement (SLA)
* ProudCity
Contents
Contents
Availability
Backup
Customer Support
Penalty for Non -Compliance
This Service Level Agreement (this "SLA") is entered by and between ProudCity, Inc.
("ProudCity") and the entity ("Subscriber") that executes that certain order form ("Order
Form") with ProudCity which references this SLA for each of the web services made
available by ProudCity or its affiliates to Subscriber (each a "Service") under the Order
Form. The term of this SLA shall commence on the effective date of the Order Form and
continue until the expiration or termination of the Order Form.
Availability
Subject to the terms of this SLA, ProudCity guarantees a 99.9% monthly average of
Availability of its web server (the "Service"). "Availability" means a percentage calculated
by dividing the total time during which the Service is available for Subscriber to use by the
total time in a given period, less the time of the Exclusions listed in Section 2(e) below. To
verify that the Service is available, ProudCity will ping the HTTP service on the Service by
retrieving HTTP headers every 5 minutes with a 30-second threshold. If an HTTP service
does not respond, the Service is considered non -operational and is immediately escalated
to the support center. In cases where two or more consecutive HTTP tests fail, the Service
downtime will be registered as the number of minutes between the first and the last failed
tests. Downtime of less than 5 minutes in duration is not recorded. ProudCity calculates
Availability uptime based on this type of Service monitoring.
ProudCity technical support is online daily from 9 a.m. to 6 p.m. U.S. Pacific Time. During
office hours we will respond to an outage within 5 minutes. During off -hours, weekends
and holidays, we will respond within 15 minutes. Typically we can recover from any
outage within minutes, and we guarantee to have the problem fixed within 2 hours, or we
will credit 10% of your monthly fee.
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Backups
Database and file backups are taken nightly and stored in a separate datacenter for one
week. Weekly backups are taken Sunday morning and stored for 5 weeks. In the event of a
serious outage, we will restore the most recent functioning backup, typically from the
night before. Subscriber can also restore backups manually by creating a support ticket.
Customer Support
(a) Standard support.
(i) Chat: live chat with ProudCity representatives during business hours.
(ii) Ticketing: submit support tickets through support portal or email with 48
hour response time
(iii) Knowledge base: search and comment help guides, documentation and
videos
(iv) Feature request: request new features to be added to ProudCity through
the feature request portal
(v) Community: join a growing online community of people leveraging
ProudCity
(b) Enterprise support. ProudCity enterprise support includes the above services in
addition to a direct phone line to your account representative. Phone
communication can be used for basic support needs to initiating escalation
procedures. Direct line escalation procedures are responded to during the work
week within two hours. Direct line escalation procedures are responded to during
off hours within 5 hours.
Penalty for Non -Compliance
(a) Service Credit. If Availability falls below the guaranteed level, as Subscriber's sole
remedy for such failure, ProudCity will credit to Subscriber for the next month of Service
a portion of the monthly fees charged for the month during which such failure occurred
according the following schedule:
• Service availability 99.0% - 99.9%: 10% of monthly fee credited
• Service availability 98.0% - 98.9%: 25% of monthly fee credited
• Service availability 95.0% - 97.9%: 50% of monthly fee credited
• Service availability 90.0% - 94.9%: 75% of monthly fee credited
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• Service availability 89.9% or below: 100% of monthly fee credited
(b) Request for Credit. To receive the credit, Subscriber must specifically request it during
the month following the month for which the credit is requested. Subscriber must provide
all dates and times of Service unavailability along with Subscriber's account username.
ProudCity will compare information provided by Subscriber to the Service availability
monitoring data that the ProudCity maintains pursuant to Section 1 above. A credit will be
issued if the unavailability warranting the credit is confirmed. The parties agree to work
together in good faith to resolve any dispute arising from this SLA.
(c) Maximum Total Penalty. The total credit to Subscriber for any Service shall not exceed
100% of the monthly fees charged for that Service during the month for which the credit
is issued.
(d) Limitations. Credits may not be issued if the Subscriber account is past due, suspended,
or pending suspension. Credits are exclusive of any applicable taxes charged to
Subscriber. False or repetitive claims requests are a material violation of the Order Form
and may result in termination of the Order Form.
(e) Exceptions. Subscriber shall not receive any credits in connection with any failure or
deficiency of Service Availability to the extent caused by: (i) an event outside the
reasonable control of ProudCity; (ii) maintenance and upgrades; (iii) any causes
attributable to Subscriber or its contractors, (iv) software or hardware not provided or
controlled by ProudCity; (v) outages elsewhere on the internet, including but not limited
to interruptions at any Subscriber or third party data center or ISP; or (vi) acts or
omissions of other customers (or of those authorized by other customers) sharing the
affected Service(s) with Subscribers.
(f) Escalation contact. Subscriber can reach support for escalations.
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Signature
ProudCity:
Name: /Wjl� Kwol(,�(/��
Title: 0
Signature:
Date:
CITY OF PORT ORCHARD:
Name: Robert Putaansuu, Mayor
Signature:
Date: C 2,9 /A
=T/A11'IE CATE:
Brandy Rinearson, City Clerk
APPROVED AS TO FORM:
By:
aron Cates, City Attorney
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ProudCity Privacy Policy
* ProudCity
Your privacy is critically important to us.
At ProudCity we have a few fundamental principles:
• We don't ask you for personal information unless we truly need it. (We can't stand
services that ask you for things like your gender or income level for no apparent
reason.)
• We don't share your personal information with anyone except to comply with the
law, develop our products, or protect our rights.
• We don't store personal information on our servers unless required for the
on -going operation of one of our services.
• In the ProudCity Platform, we aim to make it as simple as possible for you to
control what's visible to the public, seen by search engines, kept private, and
permanently deleted.
Below is our privacy policy which incorporates these goals:
If you have questions about deleting or correcting your personal data please contact us at
support@proudcity.com.
ProudCity Inc. (ProudCity) operates ProudCity.com. It is ProudCity's policy to respect
your privacy regarding any information we may collect while operating our websites.
Website Visitors
Like most website operators, ProudCity collects non -personally -identifying information
of the sort that web browsers and servers typically make
available, such as the browser type, language preference, referring site, and the date and
time of each visitor request. ProuclCity's purpose in collecting non -personally identifying
information is to better understand how ProudCity's visitors use its website. From time to
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time, ProudCity may release non -personally -identifying information in the aggregate, e.g.,
by publishing a report on trends in the usage of its website.
ProudCity also collects potentially personally -identifying information like Internet
Protocol (IP) addresses for logged in users and for users leaving comments on our
platform. ProudCity only discloses logged in user and commenter IP addresses under the
same circumstances that it uses and discloses personally -identifying information as
described below, except that blog commenter IP addresses and email addresses are
visible and disclosed to the administrators of the blog where the comment was left.
Gathering of Personally -Identifying Information
Certain visitors to ProudCity's websites choose to interact with ProudCity in ways that
require ProudCity to gather personally -identifying information. The amount and type of
information that ProudCity gathers depends on the nature of the interaction. In each case,
ProudCity collects such information only insofar as is necessary or appropriate to fulfill
the purpose of the visitor's interaction with ProudCity. ProudCity does not disclose
personally -identifying information other than as described below. And visitors can always
refuse to supply personally -identifying information, with the caveat that it may prevent
them from engaging in certain website-related activities.
Aggregated Statistics
ProudCity may collect statistics about the behavior of visitors to its websites. For
instance, ProudCity may monitor the most popular pages on the GetProudCity.com site
or use spam screened by the Akismet service to help identify spam. ProudCity may display
this information publicly or provide it to others. However, ProudCity does not disclose
personally -identifying information other than as described below.
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Protection of Certain Personally -Identifying Information
ProudCity discloses potentially personally -identifying and personally -identifying
information only to those of its employees, contractors and affiliated organizations that (i)
need to know that information in order to process it on ProudCity's behalf or to provide
services available at ProudCity's websites, and (ii) that have agreed not to disclose it to
others. Some of those employees, contractors and affiliated organizations may be located
outside of your home country; by using ProudCity's websites, you consent to the transfer
of such information to them. ProudCity will not rent or sell potentially
personally -identifying and personally -identifying information to anyone. Other than to its
employees, contractors and affiliated organizations, as described above, ProudCity
discloses potentially personally -identifying and personally -identifying information only in
response to a subpoena, court order or other governmental request, or when ProudCity
believes in good faith that disclosure is reasonably necessary to protect the property or
rights of ProudCity, third parties or the public at large. If you are a registered user of a
ProudCity website and have supplied your email address, ProudCity may occasionally
send you an email to tell you about new features, solicit your feedback, or just keep you up
to date with what's going on with ProudCity and our products. We primarily use our
various product blogs to communicate this type of information, so we expect to keep this
type of email to a minimum. If you send us a request (for example via a support email or via
one of our feedback mechanisms), we reserve the right to publish it in order to help us
clarify or respond to your request or to help us support other users. ProudCity takes all
measures reasonably necessary to protect against the unauthorized access, use,
alteration or destruction of potentially personally -identifying and personally -identifying
information.
Cookies
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A cookie is a string of information that a website stores on a visitor's computer, and that
the visitor's browser provides to the website each time the visitor returns. ProudCity uses
cookies to help ProudCity identify and track visitors, their usage of ProudCity website,
and their website access preferences. ProudCity visitors who do not wish to have cookies
placed on their computers should set their browsers to refuse cookies before using
ProuclCity's websites, with the drawback that certain features of ProuclCity's websites
may not function properly without the aid of cookies.
Business Transfers
If ProudCity, or substantially all of its assets, were acquired, or in the unlikely event that
ProudCity goes out of business or enters bankruptcy, user information would be one of
the assets that is transferred or acquired by a third party. You acknowledge that such
transfers may occur, and that any acquirer of ProudCity may continue to use your
personal information as set forth in this policy.
Comments
Comments and other content submitted to our Akismet anti-spam service are not saved
on our servers unless they were marked as false positives, in which case we store them
long enough to use them to improve the service to avoid future false positives.
Privacy Policy Changes
Although most changes are likely to be minor, ProudCity may change its Privacy Policy
from time to time, and in ProuclCity's sole discretion. ProudCity encourages visitors to
frequently check this page for any changes to its Privacy Policy. If you have a ProudCity
account, you should also check your dashboard for alerts to these changes. Your
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continued use of this site after any change in this Privacy Policy will constitute your
acceptance of such change.
Signature
ProudCity:
Name:
Title: C
Signature:
Date: �—z '�S� �61
CITY OF PORT ORCHARD:
Name: Robert Putaansuu, Mayor
Signature:
Date:
ATTEST/ ENTICATE:
Brandy Rinearson, City Clerk
APPROVED AS TO FORM:
By:
aron Cates, City Attorney