Voatz Agreement

2021 Mobile Voting Project Contract
2021 MOBILE VOTING PILOT CONTRACT 
This CONTRACT ("Agreement"), effective as of the date of the last signature 
hereto (the "Effective Date"), is by and between Voatz, Inc. a Delaware corporation 
(“Voatz”), and The City of Chandler, AZ (the “City”). Each of Voatz and the City are 
referred to herein as a "Party," and collectively, the "Parties." 
WHEREAS, Voatz is a vendor experienced in conducting voting utilizing 
its innovative and highly secure blockchain-based mobile voting platform; 
WHEREAS, the City desires to pursue implementation of a blockchain-
secured, mobile voting solution (the “Solution”) for any of the following: a non-
binding election, a poll ballot, and/or a budget survey ballot with local residents and 
local students as voters (the “Implementation”) as a pilot demonstration of the 
Solution; 
WHEREAS, Voatz may partner with third party service providers and 
other contractors and vendors in the delivery of the Solution for the 
Implementation; and 
WHEREAS, Voatz desires to facilitate the development of the Solution at a 
cost of $30,000 plus $2 per participating voter with the total project amount not to 
exceed $50,000 as further set forth in Exhibit B and subject to terms and conditions in 
this Agreement. 
NOW, THEREFORE, in consideration of the mutual covenants, terms, and 
conditions set forth herein, and for other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
ARTICLE I 
PROJECT 
I.1 
Project. The Parties shall use commercially reasonable efforts to facilitate the 
development and implementation of the Project in accordance with their respective 
responsibilities as set forth in Section I.2, and as otherwise provided in this 
Agreement. 
I.2 
Responsibilities of the Parties.  For the Project, each Party shall provide 
reasonable assistance and cooperation to the other. Each Party shall undertake the 
specific obligations set forth below and in Exhibit A hereto. 
(a)
Voatz shall perform all necessary technology development and
deployment services in order to develop and implement the Solution for
the Project, including by fulfilling its obligations set forth on Exhibit A
hereto. The timeline for Voatz’s various obligations is set forth in
Exhibit A.  Voatz acknowledges that meeting these obligations is
essential for the successful implementation of the Project. Voatz shall

2021 Mobile Voting Project Contract
promptly inform the other Party in writing if it determines it cannot 
meet any obligation but no less than five (5) business days prior to 
Voatz failure to meet an obligation. Voatz shall have the right to 
subcontract its obligations hereunder to third parties subject to the City’s 
written consent, which consent shall not be unreasonably withheld, if 
Voatz subcontracts any services under this Agreement, Voatz shall at all 
times remain responsible and liable for the acts and omissions of such 
subcontractors as if they were the acts and omissions of Voatz. 
(b)
Voatz shall provide the City with explanatory materials about
blockchain technology and the Project, including by fulfilling their
obligations set forth on Exhibit A hereto.
(c)
The City shall provide Voatz with information and materials necessary
for the development and deployment of the Solution for the Project that
the City possesses and which the City can legally provide. The City
shall tabulate and record the votes that have been cast using the
Solution, and shall update its voter records, including by fulfilling its
obligations set forth on Exhibit A hereto.
(d)
Voter data shall be used for the sole purpose of deploying the Solution
for the Project and Project Review. Voatz shall take all necessary
precautions to ensure that voter data protected from public disclosure in
compliance with all federal and state laws.
I.3 
Funding. 
(a)
Project Funding. The Solution for the Project shall be developed and
deployed at a cost as detailed in Exhibit B.
(b)
The Project Funding constitutes full and complete consideration for the
Solution and the Project, and the services rendered by Voatz under this
Agreement.
I.4 
Publicity. Voatz and the City shall cooperate in to notify eligible voters of the 
opportunity to participate in the Project. After the Project Review described in section 
I.5, the Parties shall coordinate with respect to future public announcements and press
opportunities to publicize the Project.  Other than use of the other Parties’ names in
connection with publicity coordinated through this Section I.4, this Agreement does
not grant any Party the right to use any name, trademark, service mark, trade name,
logo, symbol, or other designation of origin of any other Party without the prior written
approval of such Party.
I.5 
Project Review. 
(a)
Within thirty (30) days following completion of the Project, the Parties
shall meet to discuss the outcome of the Project and any lessons that
can be applied to other Projects or expansions of the program going
forward. For clarity, any discussions under this Agreement may occur
by teleconference or other similar means.

2021 Mobile Voting Project Contract
(b)
In connection with the foregoing discussions and to the extent permitted
by law, the City  will make publicly available data (no personally
identifiable information will be provided) from the Project, including
the number of eligible voters who were presented with the Solution,
how many accessed the Solution but did not use it, and how many used
the Solution available to Voatz. Voatz may use this data in connection
with other voting projects and in other ways they deem appropriate to
facilitate the broader adoption of blockchain-based solutions, including
development of a use case and roadmap for other cities and states to use
in going mobile.
(c)
Voatz will generate a report for the City regarding the
implementation and results of the Solution in the Project,
including recommendations for improvement.
(d)
Parties may choose to select a third-party provider to conduct an
independent post-election audit of the City and Voatz’s data and
systems to confirm the accuracy of the count and ensure the validity of
the results.
Article II 
REPRESENTATIONS AND WARRANTIES 
II.1
 Mutual Representations and Warranties. Each Party represents and warrants 
to the other Parties that: 
(a)
it has the full right, power, and authority to enter into this Agreement, to
grant the rights granted hereunder and to perform its obligations
hereunder,
(b)
the execution of this Agreement by its representative whose signature is
set forth at the end hereof has been duly authorized,
(c)
when executed and delivered by such Party, this Agreement will
constitute the legal, valid, and binding obligation of such Party,
enforceable against such Party in accordance with its terms, and
(d)
it will perform its obligations under this Agreement with the standard of
care usually and reasonably expected in its trade, industry, or
profession.
II.2 
Additional Representations and Warranties of Voatz. Voatz represents
and warrantees to the City that:
(a)
the cloud services and cloud servers utilized to provide the Voatz
Solution reside in the United States of America;

2021 Mobile Voting Project Contract
(b)
personally identifiable information collected through the Voatz
Solution will be purged as soon as practicable and will be retained only
as long as necessary for completion of the Project or to comply with
document retention standards provided by the City;
(c)
the City will not have any role in nor responsibility for collection of
personally identifiable information that is temporarily stored through
the Voatz solution; and
(d)
the City will have no access to the personally identifiable information
that is temporarily stored through the Voatz solution.
II.3 
Disclaimer of Representations and Warranties. Other than as expressly stated in
this Article II, each Party understands that no Party hereto is representing or warranting
under this Agreement in any way, and each Party hereby disclaims all representations
and warranties as to the Solution for the Project, including as to the viability,
functioning, value, merchantability, fitness for a particular purpose, of any materials or
technology developed under the Solution, as well as to the validity, enforceability, non-
infringement, or scope of the intellectual property incorporated therein.
II.4 
Insurance. At all times during this Agreement, Voatz shall maintain
Technology Professional Liability (Errors and Omissions) insurance with limits not
less than
$1,000,000 per occurrence / $2,000,000 annual aggregate from insurers with an A.M
Best rating of no less than A:VII. Coverage shall be sufficiently broad to respond to the
duties and obligations undertaken by Voatz in this Agreement and shall include, but not
be limited to, claims involving infringement of intellectual property, damage to or
destruction of electronic information, release of private information, alteration of
electronic information, extortion and network security. The policy shall provide
coverage for security breach response costs and credit monitoring expenses, as well as
regulatory fines and penalties. Voatz shall furnish to City original Certificates of
Insurance upon request.
Article III 
TERM AND TERMINATION 
III.1 
Term. This Agreement shall commence as of the Effective Date and, unless
terminated earlier in accordance with this Article III and shall expire six months after
the Effective Date.
III.2 
Termination. This Agreement may be terminated:
a) By the City if at any time it determines in its sole discretion that Voatz will
not be able to perform the obligations set forth in Exhibit A, or that the
Solution or Project is not in compliance with the laws of the City of
Chandler or the State of Arizona; or

2021 Mobile Voting Project Contract
b) For convenience by City upon not less than 30 days’ written notice to
the other Parties;
c) By any party upon bankruptcy or insolvency of any other Party; or
d) Upon the mutual agreement of all of the Parties at any time.
III.3 
Cumulative Remedies. All rights and remedies provided in this Agreement,
including termination of the Agreement pursuant to this Article III, are cumulative and
not exclusive, and the exercise by any Party of any right or remedy does not preclude
the exercise of any other rights or remedies that may now or subsequently be available
at law, in equity, by statute, in any other agreement between the Parties or otherwise.
Article IV 
INTELLECTUAL PROPERTY 
IV.1 
License and Retention of Rights. All intellectual property which was or is
owned or developed by Voatz prior to, during or after the Project, including the
Solution, and any improvements thereto (collectively, “Voatz Intellectual Property”)
is and shall remain the property of Voatz. Voatz hereby grants to the City a non-
exclusive, non- transferable, non-sublicensable, limited license to use the Voatz
Intellectual Property solely to the extent necessary to use the Solution during the
Project, and the City will have no other right, title or interest in the Voatz Intellectual
Property, whether express or implied.

2021 Mobile Voting Project Contract
Article V 
MISCELLANEOUS 
V.1 
Relationship of the Parties. The relationship between the Parties is that of
independent contractors. Nothing contained in this Agreement shall be construed as
creating any agency, partnership, joint venture or other form of joint enterprise,
employment or fiduciary relationship between the Parties, and no Party shall have
authority to contract for or bind the other Parties in any manner whatsoever.
V.2 
Notices. All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been given
(a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent
during normal business hours of the recipient, and on the next business day if sent after
normal business hours of the recipient; or (d) on the third day after the date mailed, by
certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective Parties at the addresses indicated below
(or at such other address for a Party as shall be specified in a notice given in
accordance with this Section V.2.
If to Voatz: 
Voatz, Inc. 
50 Milk St, 11th Floor  
Boston MA 02109  
Email: legal@voatz.com 
Attention: Geoffrey Dickson 
       If to City of Chandler: 
Email: 
Attention: 
Title: 
V.3 
Interpretation. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party drafting
an instrument or causing any instrument to be drafted. The Schedules and Exhibits
referred to herein shall be construed with, and as an integral part of, this Agreement to
the same extent as if they were set forth verbatim herein.
V.4 
Assignment. None of the Parties hereto may assign or otherwise transfer its
rights, or delegate or otherwise transfer all of its obligations or performance, under this
Agreement without the consent of the other Parties; provided, that the City may assign
the Agreement to another Chandler City agency, board or commission upon thirty (30)
days’ prior written notice. This Agreement is binding upon and inures to the benefit of
the Parties hereto and their respective permitted successors and assigns.

2021 Mobile Voting Project Contract
V.5 
Entire Agreement. This Agreement, together with all Exhibits and any other
documents incorporated herein by reference, constitutes the sole and entire agreement
of the Parties to this Agreement with respect to the subject matter contained herein, and
supersedes all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter.
V.6 
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
Parties hereto and their respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other entity or Person any
legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason
of this Agreement.
V.7 
Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.
V.8 
Amendment and Modification; Waiver. This Agreement may only be amended,
modified or supplemented by an agreement in writing signed by each Party hereto. No
waiver by any Party of any of the provisions hereof shall be effective unless explicitly
set forth in writing and signed by the Party so waiving. Except as otherwise set forth in
this Agreement, no failure to exercise, or delay in exercising, any rights, remedy,
power or privilege arising from this Agreement shall operate or be construed as a
waiver thereof.
V.9 
Severability. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal or unenforceable, the
parties hereto shall negotiate in good faith to modify this Agreement so as to affect the
original intent of the Parties.
V.10 Governing Law; Submission to Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of Arizona and City
of Chandler without giving effect to any choice or conflict of law provision or rule
(whether of the State of Arizona or any other jurisdiction) that would cause the
application of Laws of any jurisdiction other than those of the State of Arizona and
City of Chandler.
V.11 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and
the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
[SIGNATURE PAGES FOLLOW]

2021 Mobile Voting Project Contract
CITY OF CHANDLER 
CONTRACT SIGNATURE PAGE 
CITY OF CHANDLER 
Title/Signature 
Date:

2021 Mobile Voting Project Contract
VOATZ INC. 
CONTRACT SIGNATURE PAGE 
VOATZ, INC. 
Authorized Signatory 
Date:   25-August-2021

2021 Mobile Voting Project Contract
EXHIBIT A 
1. Project Scope
Project Features and Controls 
The major features and modules proposed to be included in this voting platform 
are: 
•
Eligible voter recruitment (students and registered voters)
•
Voter identity verification using government issued ID documents, and an
anonymous QR code for others if needed
•
Voting on personal smartphones and optional voting kiosk tablets
•
Immutable recording of all votes on the Voatz blockchain
•
Web-based Election Administration, Results/Tallying & Tracking Reports
•
Demonstration to Maricopa County of the ability to interface with
Dominion’s EMS system (or the ClearBallot system) and to print
scannable, auditable paper ballots
The platform will be initially sized to support the following: 
•
All eligible voters in the city as well as the 13-17 year students, from
participating schools, if desired
•
Two voting events in 2021 (estimated to be conducted during
August/September and November/December)
•
Design of the city’s poll ballot for August/September 2021 and a budget
survey ballot in November/December 2021, including any number of
ballot questions/contests the city or school district requests
•
Up to 5 administrative user licenses
2. Initial Preparation
Project Planning 
The City of Chandler and Voatz will designate 1 project lead on each side that 
will assume ownership of coordinating and managing the various aspects of the 
Election. 
Initial Checklist 
•
Eligible voter list delivery to Voatz
•
Finalization of the verification data for the voters and authentication process
•
Voting window dates
•
Ballot questions and meta data

2021 Mobile Voting Project Contract
•
Ballot proofing
•
Post-election requirements
•
Coordination with the City officials and Maricopa County as needed to allow
them to witness applicable parts of the election
3. Project Development
Server Hardware 
•
The server-side components of the platform (including all the server nodes)
will be hosted on the Voatz high security cloud infrastructure in the
US/Canada.
•
All data will be fully encrypted at various levels and will not be accessible to
any 3rd party.
Supported Mobile Devices Platforms 
•
The following smartphone platforms will be supported:
o
iPhone 6s or later (running IOS 12.4+)
o
Android phones running Android OS version 9+ (including KNOX
support)
•
The following tablet platforms are supported:
o
iPad 3 or later (running IOS 12.4+)
Language Support 
•
All interfaces will be available in English.
•
Additional language support can be added as an additional customization.
Training & Support 
•
Voatz will provide business hours support via phone and email during
the election voting window to ensure a smooth functioning of all the
aspects of the voting and tallying process.
Voatz obligations: 
●
Provide a comprehensive voting solution to the City for use in multiple voting
events during 2021
The main components of the solution would include:
o
iOS and Android smartphone applications for voter sign-up,
credentialing, ballot marking, signature capture, submittal, and
confirmation messaging.

2021 Mobile Voting Project Contract
o
Possible use of tablets as voting kiosks for younger students.
o
Administrative web portal for return, processing, proofing, and
tracking of ballots.
●
Training and support to the City for the duration of the Project
●
Provide technical support to voters.
●
Provide voter education materials to the City for use in explaining how the
Voatz solution works including its security features.
●
Provide reasonable resources to the City to assist in responding to inquiries
about the Project.
●
Ensure the City has access to the information they need to communicate
effectively about the solution with voters, the media, and key stakeholders as
needed.
●
Monitor and evaluate the deployment of the Project and capture key insights
from the deployment that could facilitate future scaling.
●
Support preparation of a report (after the Project has concluded) on the
performance of the Solution and the success of the Project for public
distribution and to inform future scaling.
●
Participate in independent post-election audit of data and systems.
●
Include Maricipa County election officials in parallel election activities as
requested.
●
Provide a demonstration of the Voatz platform to Maricopa County as
requested.
City obligations: 
●
Provide access to the following resources as needed for Voatz to design the
ballot, and to develop and deploy the Solution:
o
List of eligible voters to use the Mobile App or Web App
o
List of administrative personnel who would need access to the Admin
Terminal.
o
Any specific logos or branding for the City ballots.
●
Inform eligible voters about the Solution and the voting events.
●
Convert the data file to be provided by Voatz into paper ballots that can be
tabulated by the City’s voting systems (or using a tabulator provided by
Voatz) as requested.
●
Tabulate votes from the Project, and update any necessary records, including
voter files.
●
Share data with the Parties in accordance with Section I.5(b), including
regarding the number of ballots cast using the Solution as determined
through such tabulation.
●
Participate in independent post-election audit of data and systems.

2021 Mobile Voting Project Contract
EXHIBIT B - PRICING
Fee 
Cost 
Discount 
(where applicable) 
Subtotal 
One Time Onboarding 
Fee 
$5,000 
$5,000 
Annual Licensing Fee 
$10,000+ 
Waived for Early Adopters 
for 2021 
$0 
2021 Election Project 
Fees (covers both 
voting events in 2021) 
$25,000 
$25,000 
Election Fee per 
Participating Voter 
(PV) 
$2.00 
Subject to 
participant 
count* 
2021 City Fees Estimated Total: 
$30,000 + 
$2 per 
participating 
voter* 
*the total project amount not to exceed $50,000 regardless of the final number of participating voters.
Billing 
On Contract Signature 
50% of Setup, Licensing, and Project 
fees 
One Week Prior to Election Day 
50% of Setup, Licensing, and Project 
fees 
Per PV Fee 
Billed at close of voting 
Upon the satisfactory launch of the project, Voatz requests permission to use high-level (non- 
confidential) project information as a reference for other projects and PR engagements subject to 
mutually agreeable guidelines.