SaaS Terms and Conditions

If you have been granted access to Blue Systems Platform commonly known as Smart Mobility Platform or Mobility Manager (the “Platform”) and the Blue Systems Services (as defined below), then please read these SaaS Terms and Conditions carefully because they govern your use of the Blue Systems Services. To make these Terms and Conditions easier to read, the terms “COMPANY,” “we,” and “us” refers to Blue Systems USA, Inc., and the term “you” refers to all City Users (as defined below) and your City, acting by and through its Department of Transportation (the “City”). You and Company may be referred to herein collectively as the “Parties” or individually as a “Party”.

 

1.              DEFINITIONS

(a)            “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.

(b)           “Blue Systems Services” or “Services” means an access to and use of the Blue Systems Platform and other services described in the Quote.

(c)            “City Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Services in connection with your use of the Services, but excluding, for clarity, Platform Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.

(d)           “City User” means an employee or intern of the City that you authorize to Use the Services.

(e)            “Company IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Platform Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(f)            “Data Protection Claims” means Company’s breach of its data protection obligations as stated in Section 6(f) below.

(g)           “Documentation” means user manuals, training materials, specifications, minimum system configuration requirements, and other similar materials in hard copy or electronic form if, as provided by Company to you (including any revised versions thereof), they relate to the Services, which may be updated by us from time to time.

(h)           “Effective Date” means the first date of the Term as stated in your current Blue Systems proposal document.

(i)             “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(j)             “Order Form” means (i) an order form or other ordering document used by you to procure Blue Systems Services from Blue Systems or its authorized distributor, reseller or channel partners (the “Purchase Order”); and / or (ii) a quote issued by Company or one of Company’s authorized distributors, resellers or channel partners and accepted by you (the “Quote”), which set forth the applicable Blue Systems Services to be provided by Company, whether or not either document references these SaaS Terms and Conditions.

(k)           “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

(l)             “Platform Data” means any data that is derived or aggregated in deidentified form from (i) City Data; or (ii) your and/or your City Users’ use of the Services, including usage data or trends with respect to the Services, so that such data does not identify any Person or any Operator.

(m)          “Term” means as defined in Section 11(a) below.

(n)           “Use” means to use and/or access the Services in accordance with these SaaS Terms and Conditions and the Documentation.

(0)          “Work Product” means any reports and other work product prepared by you when processing City Data through the Blue Systems Services.

(p)          “Work Product Design” means the look, feel, structure, and organization of the Work Product generated by you while using Blue Systems Services.

 

2.              BLUE SYSTEMS SERVICES; ACCESS AND USE

(a)            Blue Systems Services.  Subject to the terms and conditions of these SaaS Terms and Conditions, Company hereby grants you a limited, non-exclusive, non-transferable right to Use the Services during the Term, solely for your internal City purposes, including management of shared mobility program in your City.

(b)            Work Product Design. Subject to the terms of this Agreement, Company grants to you a non-transferable, non-exclusive, irrevocable, sub-licensable license to use and share the Work Product Design as embedded in the Work Product, provided that you do not, and not permit third parties to, remove or later any proprietary notices therein.

(c)             Receiving City Data. You acknowledge that Company must receive City data into the Blue Systems Platform to be able to deliver the Services. If City Data is not shared, Company will not be in breach of these SaaS T&Cs if some or all Services are discontinued as a result.

(d)             Data Standard and Format. City Data shall be provided, ingested and processed in the Mobility Data Specification (“MDS”) standard and format, including any new releases as they become available.

(e)            Use Restrictions.  You will not at any time and will not permit any Person (including City Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for your own City purpose in accordance with this Agreement; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vii) use the Services, Documentation or any other Company Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.

(f)             Exception to Section 2(d). The terms of Section 2(d) do not prohibit you from disclosing or discussing your experience with the Services with other cities, governmental bodies and agencies. You may also share screenshots of the Platform with these cities and agencies, as long as they contain Blue Systems name and/or logo.

(g)           City Users.  You will not allow any Person other than City Users to Use the Services. You may permit City Users to Use the Services, provided that you ensure each City User complies with all applicable terms and conditions of this Agreement and you are responsible for acts or omissions by City Users in connection with their Use of the Services. You will, and will require all City Users to, use all reasonable means to secure usernames and passwords used to access the Services in accordance with customary security protocols, and will promptly notify us if you know or reasonably suspect that any user name and/or password has been compromised. Company will not be liable, and you will be solely responsible, for (A) any unauthorized access, damage or loss that may occur through the use or misuse of your user names or passwords; or (B) any activities that occur under any account issued to or created by you in connection with your use of the Services, including any unauthorized access or usage of any such account, in each case, except to the extent proven to have been directly caused by Company’s gross negligence, willful misconduct or fraud.

(h)           Reservation of Rights.  Subject to the limited rights expressly granted hereunder, Company reserves and, as between the Parties will solely own, the Company IP and all rights, title and interest in and to the Company IP, including the Work Product Design. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(i)             Feedback.  From time to time you or your employees, interns, or representatives may provide us with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, “Feedback”). You hereby grant Company a perpetual, irrevocable, royalty-free and fully-paid-up license to use and exploit all Feedback in connection with Company’s business purposes, including the testing, development, maintenance and improvement of the Services.

(j)             Previews.  We may make available to you certain products, features, functionalities and services as part of the Services prior to their general release that are labeled or otherwise communicated to you as “preview,” “beta,” “pre-release” or “non-general release” (collectively, “Previews”). You may Use Previews solely for internal evaluation purposes, and such Use may incur applicable Fees. Company provides all Previews on an “AS IS” basis without warranty of any kind, and may terminate or suspend the availability of any Preview at any time.  Notwithstanding anything in this Agreement to the contrary, Company makes no commitments with respect to any Previews, including any commitment to maintain the availability of such Preview, or otherwise with respect to support, service levels, security, compliance or privacy. You acknowledge that Previews are not ready for production usage, may contain bugs, errors, defects and vulnerabilities, and that your use of any Previews is at your sole risk and discretion.

 

3.               FEES AND PAYMENT

(a)            Fees. Except as otherwise provided in the relevant Order Form, Company will issue invoices to you on a quarterly basis during the Term, payable no later than thirty (30) days after the date of such invoice. If you have obtained the Services from one of our authorized resellers or distributors, the applicable fees are due to such reseller or distributor within 30 days following your purchase order. Upon expiration of any Order Form, if you continue to use the Services, then until a new Order Form or any other agreement is executed or the Parties agree in writing to the contrary, the consumption-based billing will begin monthly, on a prorated basis based on the Quote.

(b)           Channel Orders.  If you have obtained the Services through a Company authorized distributor, reseller, or channel partner, then you acknowledge that: (a) Company may share information with such distributor, reseller or channel partner related to your use and consumption of the Services for account management and billing purposes; (b) the termination provisions of Section 11(c) will apply if such distributor, reseller or channel partner fails to pay applicable fees on your behalf to Company; and (c) such distributor, reseller or channel partner is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or commitments on behalf of Company.

 

4.              CONFIDENTIAL INFORMATION

(a)            As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure.  For clarity, the Company IP will be deemed Confidential Information of Company. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

(b)           The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Company may use and modify your Confidential Information in deidentified form for purposes of developing and deriving Platform Data, and Platform Data may be shared with third parties in a manner that does not directly identify you. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(c)            Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(d)           These SaaS T&Cs will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes and pursuant to the applicable public records law.

(e)            Notwithstanding anything to the contrary containing in this Section 4, you are expressly permitted and encouraged to share your experience with the Services with other cities and governmental agencies. You are also permitted to share the screenshots of the Platform as long as the screenshots contain Blue Systems name and /or logo indicative of the ownership of the Services.

 

5.              SUPPORT AND SERVICE LEVELS

Company will provide you with technical support and availability for the Services in accordance with the support terms set forth below:

5.1       Support. Technical support to City Users shall be made available during regular business hours (8 AM to 5 PM local time) by telephone, email and online. Technical support shall include unlimited number of incidents. City Users will be able to report any issues through an online system that tracks open tickets and includes automatic escalation and notification based on service level requirements. All issues shall be resolved as promptly as possible, based on the issue severity, but in no event longer than five (5) business days except for extraordinary circumstances.

5.2       Unique Point of Contact. For the duration of the Term, Blue Systems will designate one person to be your unique point of contact, as well as the second person to be a backup point of contact. Both persons will be available to address and resolve any issues related to the use of the Services, as they arise and are reported to Blue Systems.

5.3       Software Maintenance. During the Term, Blue Systems will provide you with full software maintenance. Software maintenance includes patch releases to correct reported problems, maintenance releases, upgrades to system base software in new major releases and other software updates. Patches and bug fixes will be deployed as required based on a standard maintenance schedule agreed upon by the Parties. We will notify you at least three (3) days in advance of deploying any service impacting modifications (excluding emergency patches/fixes) and at least five (5) business days in advance of our intent to release any major improvements or enhancements to the Software and include a description of the intended improvements or enhancements.

5.4       General. We will remediate any system malfunctions and software bugs in a timely manner and ensure that there are adequate resources to provide reasonable system performance.

 

6.             CITY DATA

(a)            We acknowledge that, as between you and Company and except as set forth in Section 6(b), you own and retain all right, title and interest in and to all City Data.

(b)           You hereby grant Company a non-exclusive, worldwide, royalty-free right and license to use, process, host, store, reproduce, display and modify City Data solely for the purpose of hosting, operating, improving and providing the Services and Company’s other related products, services and technologies during the Term, or as otherwise required by applicable law.

(c)            You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents and licenses for the access to and use of City Data.

(d)           Except as specified in Section 2(h), you retain all right of ownership, title, and interest in and to any reports and other work products prepared by you when processing City Data through the Services (the “Work Product”).

(e)            Company may also receive data in a sandbox testing environment to test any modifications in the data feed and improve existing features and functionalities and develop new features. Fake or sandbox data is not City Data even if it is modeled after City Data.

(f)             The Company shall safeguard and protect City Data from inadvertent disclosure using the highest data security and data privacy standards consistent with ISO27001 or SOC2 which the Company shall implement. The Company shall maintain information security policy consistent with the above standards and shall share the policy with the City upon request. The Company shall not use City Data for any purpose other than to provide Services to the City.

 

7.              REPRESENTATIONS AND WARRANTIES

(a)            Mutual. Each Party hereby represents and warrants to the other Party as of the Effective Date that it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement.

(b)           Professional Services Quality. Company hereby represents and warrants as of the Effective Date that (i) it will provide the Services in a professional and workmanlike manner in accordance with industry standards; and (ii) the Services will substantially conform to the Documentation.

(c)             Correction of Errors. In the event that you notify us of any errors or failure within the Services, we will, during our normal business hours and at no additional cost to you, use reasonable efforts to correct any such errors and educate you on the best practices of using the Services to prevent any future errors and/or failures. Expeditious correction of any errors by Company shall be your sole remedy.

(d)             Intellectual Property Warranty. Company warrants that the Services do not infringe, misappropriate or violate the intellectual property rights of any third party. We will indemnify, defend and hold you harmless from and against any and all claims, losses, liabilities, costs and expenses attributable to any allegation of intellectual property infringement arising out of this Agreement (unless such allegation arises from the combination or use of the Services with any extraneous software, data, or materials). If the Services become or, in our opinion, are likely to become, the subject of any claim or action that infringes, misappropriates or violates the intellectual property rights of another person, then Company, at its expense and option, may: (i) procure the right for you to continue using the Services, (ii) modify the Services to render them no longer subject to any such claim or action, or (iii) replace the Services or any portion thereof with equally suitable, functionally equivalent, non-infringing services. If none of the foregoing is commercially practicable, Company may terminate the Services and refund a pro-rata amount of the prepaid price actually paid hereunder.

(e)            Warranty of Originality. Company represents and warrants that the Services are its own original work or the work of its licensors, without incorporation of software, text, images, or other assets created by third parties, except to the extent when you consent to such incorporation in writing.

 

8.              INDEMNIFICATION

(a)            Company Indemnification. Except for the active negligence or willful misconduct of the City, City Users, or any of its boards, officers, agents, employees, assigns and successors in interest, Company shall defend, indemnify and hold harmless the City, City Users, and any of its boards, officers, agents, employees, assigns, and successors in interest from and against all third party lawsuits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorneys’ fees and cost of litigation, damages or liability of any nature whatsoever, for death or injury to any person, including Company’s employees and agents, or damage or destruction of any property, arising in any manner by reason of an act, error, or omission by Company, its subcontractors, if any, or their boards, officers, agents, employees, assigns, and successors in interest. The rights and remedies of the City provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or under these SaaS T&Cs. This provision will survive expiration or termination of the Services.

(b)           Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than ten (10) days after becoming aware of facts or circumstances that could reasonably give rise to any claim) notify the other Party (the “Indemnifying Party”) of the claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written approval). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.

 

9.              DISCLAIMER

Except as expressly set forth herein, the Services and other Company IP are provided on an “as is” basis, and Company makes no warranties or representations to you or to any other party regarding the Company IP, the Services, or any other services or materials provided hereunder. To the maximum extent permitted by applicable law, Company hereby disclaims all warranties and representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. Without limiting the foregoing, Company hereby disclaims any warranty that use of the Services will be error-free, bug-free or uninterrupted.

 

10.              LIMITATIONS OF LIABILITY

(a)            Exclusion of Damages.  Neither Party shall be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, data, profits, revenue or business interruption, or the cost of cover or substitute services, arising out of or in connection with the provision of the Services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party was advised of the possibility of such less or damage.

(b)           General Liability Cap.  Except for the Data Protection Claims, in no event shall Company total liability to you in connection with the Services exceed the fees actually paid or to be paid under the Order Form by two times, regardless of the legal or equitable theory on which the claim or liability is based, and whether or not Company was advised of the possibility of such loss or damage.

(c)            Data Protection Cap. With respect to Data Protection Claims, Company’s total liability to you for all claims, losses, and damages in the aggregate shall not exceed two million dollars ($2,000,000.00).

 

11.              TERM AND TERMINATION

(a)            Term.  The initial term for the Services begins on the Effective Date and expires as stated in the Quote (the “Initial Term”). Following the Initial Term, if you continue to maintain City Data within the Services or otherwise use the Services, then until a new Order Form or another agreement between the Parties is executed, the Initial Term will automatically renew for additional periods of one (1) month (each, a “Renewal Term,” and together with the Initial Term, the “Term”), and during each such Renewal Term, your use of the Subscription Services will be subject to consumption billing as described in Section 3(a).

(b)           Termination for Breach.  Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement in a material way, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

(c)            Survival.  This Section 11(c) and Sections 1, 2(h), 2(j), 3, 4, 6, 7, 8, 9, 10, 11(d), 12 and 15 will survive any termination or expiration of this Agreement.

(d)           Effect of Termination.  Upon expiration or termination of the Services: (i) the rights granted pursuant to Section 2(a) will terminate; (ii) the Company will return or destroy, at Company’s sole option, all City Data in our possession or control, including permanent removal of such City Data (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in our possession or under our control, and at your request, certify in writing to you that the City Data has been returned or destroyed; (iii) you will return or destroy, at Company’s sole option, all Company Confidential Information in your possession or control, including permanent removal of such Company Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Company’s request, certify in writing to Company that the Company Confidential Information has been returned or destroyed. (iv) No expiration or termination will affect your obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle you to any refund.

 

12.       DISPUTES

Each Party would like an opportunity to address and resolve the other Party’s concerns and requests that may lead to a dispute. As such, before filing a claim, the Parties agree to try to resolve the dispute by providing a notice of dispute to the other Party and having the appropriate executives attempt to resolve the dispute in good faith through communication and discussion. At least two (2) in-person or video conferences are required. After fifteen (15) days of giving or receiving the notice of dispute, either Party may bring a formal proceeding.

 

13.       INSURANCE REQUIREMENTS

(a)        General Insurance Requirements. During the term of this Agreement and without limiting Company indemnification obligations, Company shall provide and maintain at its own expense a program of insurance having the coverages and limits not less than the required amounts and types as determined by the City.

 

14.       NOTICES

Formal notices, demands and communications to be given hereunder by either Party must be made in writing and may be affected by personal delivery or sent by email to at least two email addresses from each Party, with whom the communication is ongoing in the regular course of business. The notices to the Company must be sent to the following email addresses:

legal@bluesystems.ai and irina.slavina@bluesystems.ai

The notices sent by email are deemed to have been delivered the next business day after the day in which they were sent.

 

15.       GENERAL PROVISIONS

(a)        Entire Agreement. These SaaS T&Cs contain the complete agreement between the Parties regarding the terms of use for the Services procured pursuant to the Order Form. No verbal agreements(s) or conversation(s) with any officer or employee of either Party will affect or modify these SaaS T&Cs.

(b)       Governing Law and Choice of Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each Party hereby expressly consents to the exclusive personal jurisdiction and venue in the state and federal courts of Los Angeles County, California for any lawsuit filed there against it by the other Party arising from or related to the provision of the Services.

(c)        No Assignment. Except as part of the merger or sale of all or substantially all of the Company assets, Company will not assign, subcontract, delegate, or otherwise transfer the Services, or its rights and obligations herein, without obtaining the prior written consent of the City, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Using an Affiliate to perform part of the Services does not constitute an assignment. Subject to the foregoing, these SaaS T&Cs are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(d)       Relationship of the Parties. The Parties are independent contractors. These SaaS T&Cs do not create a partnership, joint venture, or agency relationship between the Parties.

(e)        No Third-Party Beneficiaries. Nothing herein is intended to create a third-party beneficiary in any person or company. The City has no obligation to any third part or subcontractor. No privity is created with any third party by these SaaS T&Cs. Even if Company uses subcontractors, Company remains responsible for complete and satisfactory performance of the terms of this Agreement.

(f)         Amendments. These SaaS T&Cs may be amended by the Company from time to time. The version in effect as of the effective date will govern unless the Company gives advanced notice of the upcoming amendments and the City continues using the Services thirty (30) days after receiving the notice of amendments.

(g)         Severability. If any provision of these SaaS T&Cs is, for any reason, held to be invalid or unenforceable, the other provisions of these T&Cs will remain enforceable and the invalid or unenforceable provision(s) will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

(h)        No Waiver. Any waiver or failure to enforce any provision of these T&Cs on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

(i)           Force Majeure.  Neither Party will be responsible for any failure or delay in the performance of its obligations (except for any payment obligations) due to causes beyond its reasonable control, which may include labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

(j)           Order of Priority. In the event of a conflict or inconsistency between these SaaS T&Cs and any other documents, the order of priority is as follows:

1. The Quote;

2. The City Purchase Order; and then

3. These T&Cs.