HomeMy WebLinkAboutAgreement_General_8/10/2023_Archive SocialENTERPRISE SOFTWARE LICENSE AGREEMENT
This Enterprise Software License Agreement (this "Agreement") is effective this
1st day of October, 2023 (the "Effective Date"), by and between ArchiveSocial, LLC a
Delaware corporation whose principal place of business is located at 302 5 4th Street Suite
500, Manhattan, KS 66502 with mailing address of P.O. Box 737311, Dallas, TX 75373-
7311 ("Licensor") and Village of Tequesta, FL, a government entity whose principal
place of business is located at345 Tequesta Drive, Tequesta, FL 33469 ("Licensee").
Licensee and Licensor may hereinafter jointly be referred to as the "parties."
WHEREAS, Licensor has developed and licenses proprietary online software that
assists in capturing and archiving records of online social media communications and
Internet websites (including all updates, upgrades, modifications and improvements thereto
generally made available by Licensor to other similar commercial licensees, the
"Software") and related documentation delivered or provided to Licensee (the
"Documentation" and, along with the Software, the "Service"), all as more fully described
and accessed at httl2:Harchivesocial.com/ (the "Website"); and
WHEREAS, Licensee would like to license such software for the limited and
express purposes and term set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. LICENSE.
(a) General. On the terms and subject to the conditions of this Agreement,
including the payment of all the fees and charges required hereunder, Licensor grants to
Licensee, and Licensee accepts, a non-exclusive, limited, nontransferable, license (without
the right to sublicense) to access and use the Service, including the Software, solely in the
form provided by Licensor through the Website, for any purpose not prohibited by law or
by the terms and conditions of this Agreement (the "License"). The License and rights
granted to Licensee herein terminate upon the termination or expiration of this Agreement
as set forth herein.
(b) Restrictions on Use. Licensee covenants and agrees that it shall not,
and shall cause its affiliates, owners, members, managers, directors, employees, agents,
contractors or other third parties who use the Website and/or the Service on behalf of, at
the direction of or for the benefit of Licensee (collectively, Licensee's "Representatives")
to not, (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share (including as
a time share, service bureau or otherwise) any of Licensee's rights under, in or to the
License and/or the Service with or to any third party; (ii) modify, disassemble, decompile,
reverse engineer, revise or enhance all or any part of the Website, the Services or the
Software or create any derivative works or otherwise merge or utilize all or any part of the
foregoing with or into other computer programs, website, service or other materials or
attempt to discover all or any part of the Website's, the Service's or the Software's source
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code; (iii) use the Website or the Service to access or use any content, information or
material to which such person or entity does not have the necessary right or license, or
otherwise knowingly violate, breach or infringe the intellectual property, contractual or
other rights of any third party; or (iv) knowingly violate any applicable law, regulation,
ordinance, contract, order or other agreement that is binding on such person or entity's use
of the Website or the Service.
(c) Reservation of Rights. Nothing herein shall be construed to convey
any ownership or proprietary right or interest in the Website, Service, Software or
Documentation or any other information or materials provided by Licensor to Licensee in
connection with the Service, or any portion or copy thereof, to Licensee or any of its
Representatives. As between the parties hereto, all intellectual property and proprietary
rights in the Website, Service, Software and the Documentation shall remain the sole and
exclusive property of Licensor. All inventions (including, without limitation, discoveries,
concepts, ideas, know-how, improvements, derivative works and feedback, whether or not
constituting protectable intellectual property and whether or not reduced to practice) arising
out of Licensee's use of the Website, Service or Software shall be and remain the sole
property of Licensor and shall be subject to the terms of this Agreement. Accordingly,
Licensee hereby covenants and agrees that it will assign and will cause its Representatives
to assign, and upon the authorship, development or creation of any such invention expressly
and automatically does assign, all right, title and interest to any such invention to Licensor.
Licensor reserves all rights not expressly granted to Licensee in this Agreement.
2. SUPPORT AND SERVICE. Licensor shall provide commercially reasonable
support in connection with Licensee's use of the Service including, without limitation,
providing (i) initial deployment and integration support as mutually agreed by the parties
and (ii) phone and email access for Licensor inquiries pertaining to the Website, Service
or Software during standard business hours (9:00am EST to 5:00pm EST, M-F except
holidays) and responses to such inquiries within a commercially reasonable time period
depending on the urgency or severity of the specific problem or request. Licensee and
Licensor shall each provide a designated point of contact (i.e., a single person or small
team of people) for all support and service inquiries related to Licensee's use of the
Website, Service and/or Software and Licensor shall have no obligation to respond to
support or service inquiries other than as submitted by such designated contact(s).
3. PAYMENTS. Licensee shall pay to Licensor the fees for the Software and for the
Services, as set forth on Exhibit A hereto. All fees pursuant to this Agreement shall be
invoiced by Licensor in advance. All fees shall be paid in U.S. dollars in immediately
available funds and shall be made payable to Licensor. For the avoidance of doubt,
Licensee's failure to make any payment within 30 days of its receipt of an undisputed
invoice from Licensor shall constitute a material breach of this Agreement.
4. TERM AND TERMINATION.
(a) Term of Agreement. This Agreement is effective beginning on the
Effective Date and, unless this Agreement is earlier terminated in accordance with
this Section 4, shall continue for a period of/years (the "Initial Term"), and Licensee may
elect l I, �j`v `-
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to renew this Agreement thereafter for successive periods of 1 year (each, a "Renewal
Term") by providing notice of renewal, including but not limited to purchase orders or
invoice payments to Licensor within 30 days of the scheduled expiration of this Agreement.
Licensor may increase the fees as provided in Exhibit A upon commencement of a Renewal
Term, provided that Licensor issues written notice at least 30 days prior to the Renewal
Term.
(b) Termination. In the event of a material breach by either party that is
not cured within 30 days of receipt of written notice thereof from the other party, the non -
breaching party may, by written notice to the breaching party, (i) terminate this Agreement;
(ii) terminate or suspend Licensee's access to or use of the Website, Service and/or
Software; and/or (iii) pursue other legal and equitable rights and remedies to which it may
be entitled. Either party may terminate this Agreement immediately by giving written
notice to the other party if such other party institutes or has instituted against it insolvency,
receivership, or bankruptcy proceedings or any other proceedings for the settlement of such
parry's debts, or makes an assignment for the benefit of its creditors or commences
dissolution proceedings. In addition, Licensor may terminate this Agreement and the
License hereunder immediately upon the breach by Licensee of Section 1 hereof.
(c) Effect of Termination. Except as set forth in this Agreement, in the
event of termination or expiration of this Agreement, the rights and obligations hereunder
or thereunder, as applicable, shall terminate immediately; provided, however, that any
payment or other obligation that has accrued as of such termination or expiration date shall
survive such termination or expiration; provided, further, that in the event of the
termination or expiration of this Agreement the rights and the obligations of the parties set
forth in Sections 1(c) (Reservation of Rights), 5(d) (Service Disclaimer),?
(Confidentiality),11 (Limitation of Liability),12 (Indemnification),13 (Entire Agreement)
and 15 (Additional Terms) of this Agreement, along with any other provision of this
Agreement which is required to enforce the parties' rights and obligations hereunder or by
its terms continues after the termination of this Agreement, shall survive the termination or
expiration of this Agreement and shall continue in effect as described therein.
(d) Return and Retention of Archived Content. At any time during the
term of the Agreement, Licensee may export the Archived Content via the administrative
panel in the Software. In addition, following the termination or expiration of this
Agreement and Licensee's written request within 30 days thereof, Licensor shall, within
30 days of its receipt of such request and in a commercially reasonable format determined
by Licensor, provide Licensee with a copy of the data transmitted to and through supported
social media platforms and Internet websites by Licensee to Licensor in connection with
its use of the Service, as collected, modified and archived by Licensor in connection with
its provision of the Service (collectively, the "Archived Content"). Thereafter,
ArchiveSocial will allow 30 days for Licensee to retrieve the Archived Content. Upon
expiration of such 30-day retrieval period, Licensor shall delete all such Archived Content
and it is Licensee's sole responsibility to seek another source for backing up or archiving
such Archived Content and/or related data or content. LICENSEE ACKNOWLEDGES
AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR
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SHALL HAVE NO OBLIGATIONS WITH RESPECT TO ANY ARCHIVED CONTENT,
INCLUDING THE MAINTENANCE OR PRESERVATION THEREOF, AND
LICENSOR SHALL NOT BE LIABLE FOR ANY DISRUPTION OR TERMINATION
OF LICENSEE'S OR ITS REPRESENTATIVES' ACCESS TO OR USE OF THE
WEBSITE, SERVICE, SOFTWARE, DOCUMENTATION AND/OR ARCHIVED
CONTENT.
5. DESCRIPTION OF SERVICE; ARCHIVING AND ARCHIVED CONTENT
(a) Archived Content License. Licensee hereby grants Licensor a
limited, worldwide, royalty -free, perpetual and irrevocable license, with right to
sublicense, to use, reproduce, copy, access, view, modify, edit, perform, display, prepare
derivative works of, reformat, translate, distribute and transfer Licensee's Archived
Content, solely and to the limited extent necessary to perform Licensor's obligations
hereunder and to provide Licensee with the Services including, without limitation, to
disclose such Archived Content to the applicable Supported Site as necessary to comply
with Licensor's or Licensee's terms and conditions of using such Supported Site.
(b) Supported Sites and Permitted Accounts. In addition to the license
granted in Section 5(a), in order for Licensor to provide the Service and to capture and to
maintain Archived Content for Licensee, Licensee must provide Licensor with certain
information with respect to any social media account and/or Internet website, platform or
service that Licensor supports (a "Supported Site") and that Licensee would like to be
included as part of Licensee's Archived Content. Licensee represents, warrants, covenants
and agrees that Licensee has not, and that Licensee will not, provide Licensor with any
Permitted Accounts (as defined below) information or any other information in connection
with any user account for a Supported Site or other social media or Internet website in
connection with Licensee's use of the Service and Licensor's archival of any Archived
Content other than with respect to user accounts for which (i) Licensee or a Representative
of Licensee is the actual owner or (ii) Licensee has been explicitly authorized to provide
such access (collectively, "Permitted Accounts").
(c) Limitations on Licensor's ability to provide the Service and
maintain Archived Content. In order for Licensor to provide the Service and to capture and
to maintain Archived Content for Licensee, Licensor relies on Licensee and on the owners
and operators of the Supported Sites to provide Licensor with access to the content, data
and/or information Licensee transmits to and through such Supported Sites, typically
through one or more application programming interfaces or "APIs". For instance, if
Licensee changes any Permitted Accounts Information Licensee has provided to Licensor
without, if necessary, first notifying Licensor as directed through the Website and/or
Service, or otherwise limits or revokes Licensor's ability to access any of Licensee's
Permitted Accounts, Licensor may be unable to continue to provide the Service as intended,
or at all. It is also possible that, without any notification to Licensee or Licensor, one or
more Supported Sites will (i) change their website or service, (ii) change the APIs through
which Licensor accesses such website and/or service, (iii) amend the terms of use or other
policies through which Licensee or Licensor use and access such website and/or service,
(iv) provide incomplete or inaccurate information through their APIs or otherwise with
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respect to the content, data and/or information Licensee transmits to and through such
Supported Site, and/or (v) take other actions to restrict Licensee's or Licensor's access to
such website and/or service and the content, data and/or information contained therein.
Any of these events could disrupt Licensor's ability to provide the Service as intended, or
to provide the Service at all, including Licensor's ability to capture or to maintain
Licensee's Archived Content as described on the Website and elsewhere. In addition, it is
also possible that Licensor's ability to provide the Service or to capture or to maintain
Licensee's Archived Content could be temporarily disrupted due to unanticipated or
unplanned events, such as viruses, hacking or other security vulnerabilities, the failure of
equipment or services provided by Licensor or by third parties or other events, including
force majeure events.
(d) Service Disclaimer. WHILE LICENSOR WILL UNDERTAKE
COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE
(INCLUDING WITH RESPECT TO ARCHIVED CONTENT) TO LICENSEE,
LICENSOR CANNOT AND DOES NOT REPRESENT, WARRANT OR GUARANTEE
THAT LICENSOR WILL BE ABLE TO DO SO IN FULL AT ALL TIMES OR AT ANY
PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR
GUARANTEE THAT LICENSOR WILL BE ABLE TO CAPTURE FULL AND
ACCURATE RECORDS OF LICENSEE'S ARCHIVED CONTENT AT ALL TIMES
OR AT ANY PARTICULAR TIME, NOR DOES LICENSOR REPRESENT,
WARRANT OR GUARANTEE THAT ANY WEBSITE, PLATFORM OR SERVICE
THAT IS CURRENTLY A SUPPORTED SITE WILL REMAIN A SUPPORTED SITE.
ACCORDINGLY, LICENSEE'S USE OF THE WEBSITE AND THE SERVICE IS
EXPRESSLY CONDITIONED ON LICENSEE'S ACKNOWLEDGEMENT AND
ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION 5 AND THE
LIMITATION OF LIABILITY SET FORTH IN SECTION 11 OF THIS AGREEMENT.
6. OWNERSHIP OF CONTENT. Licensor does not claim ownership of any
content belonging to Licensee, including any Archived Content, except as expressly
described in this Section with respect to Feedback; provided, however, that Licensee's use
of the Service is subject to Licensee's granting of the license to Licensee's Archived
Content set forth in Section 5(a), as well as any other reasonably necessary license to any
other content, in order for Licensor to perform Licensor's obligations hereunder and to
provide Licensee with the Service. Notwithstanding the foregoing, any comments,
feedback, ideas and/or reports about the Website or the Service that Licensee provides to
Licensor, whether in written, electronic or any other form (collectively, "Feedback"), shall
be considered Licensor's proprietary and confidential information, and Licensee hereby
irrevocably automatically transfers and assigns to Licensor, immediately upon creation, all
of Licensee's right, title and interest in and to such Feedback, including all intellectual
property rights embodied in or arising in connection with such Feedback and any other
rights or claims that Licensee may have with respect to any such Feedback.
7. CONFIDENTIALITY. Subject to public record law, Licensee shall not disclose,
except in accordance with this Agreement, and shall take all necessary precautions to
protect the confidentiality of and to cause its Representatives not to disclose and to protect
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the confidentiality of, any Confidential Information received from Licensor or its affiliates,
employees or other agents under this Agreement, including, without limitation, requiring
Licensee's Representatives or others with access to the Confidential Information to be
subject to confidentiality obligations similar in nature to those imposed by this Agreement
and limiting access to the Confidential Information to Licensee's Representatives on a
"need to know" basis. Any Confidential Information may be used by Licensee only in
connection with the License granted herein, unless otherwise agreed by the parties in
writing. For the purposes of this Agreement, "Confidential Information" shall mean all
business, technical, and financial information provided by Licensor to Licensee, including,
without limitation, the Software and all accompanying Documentation and all proprietary
information relating thereto. Confidential Information shall not include any information
which is: (i) at the time of its disclosure previously known by Licensee, as demonstrated
by Licensee's records; (ii) in the public domain or becomes generally known or published
through no fault of Licensee; or (iii) lawfully disclosed to Licensee by a third party free to
disclose such information. The provisions under this Section 7 shall survive the expiration
or termination of this Agreement for any reason for a period of five years. Immediately
upon termination or expiration of this Agreement, Licensee agrees to return to Licensor or
to delete all Confidential Information provided to Licensee, including copies of any
software or documentation provided by Licensor to Licensee hereunder and, if requested
by Licensor, provide Licensor with a written notice certifying that it has complied with the
requirements of this sentence.
8. TRANSFERS. This Agreement, the License and all other rights, licenses,
remedies, obligations and liabilities granted hereunder to Licensee may not be transferred
or assigned to any other party without the express written consent of Licensor. Any
attempted assignment or transfer in violation of this provision shall be void.
9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party
represents and warrants that (i) it is duly incorporated, validly existing and in good standing
under the laws of its state of incorporation and has the full corporate power and authority
to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly and
validly executed and constitutes the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE WEBSITE, SERVICE AND/OR
SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE
LAWS IN LICENSEE'S JURISDICTION, NEITHER PARTY OR ITS
REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR
LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND
170811 v4 - 6 -
THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR
LICENSEE'S USE OF THE WEBSITE, SERVICE AND/OR SOFTWARE, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF THE
CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH LIABILITY.
12. INDEMNIFICATION.
(a) Third -Party Infringement Claims Licensor will defend at its expense or
settle any third -party claim against Licensee alleging that the Software or Service provided
under this Agreement infringe intellectual property rights. Licensor will pay infringement
claim defense costs, Licensor —negotiated settlement amounts, and damages finally
awarded by a court. Licensor has no obligation for any claim of infringement arising from
Licensee's use of the Software and Services for purposes not contemplated by this
Agreement.
(b) Bodily Injury. Licensor will defend and indemnify Licensee and employees,
directors and agents against all damages for bodily injury, including death, or damage to
real or tangible personal property to the extent proximately caused by Licensor in
performance under this Agreement.
(c) Conditions. Licensor's indemnification obligations under this Section 12
are conditioned upon the Licensee (i) promptly notifying the Licensor of any claim in
writing; (ii) cooperating with Licensor in the defense of the claim; and (iii) granting the
Licensor sole control of the defense or settlement of the claim.
13. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete
and exclusive statement of the agreement between Licensor and Licensee, which
supersedes any proposal, prior agreement, or license, oral or written, and any other
communications relating to the subject matter of this Agreement. If any term of this
Agreement shall be found invalid, the term shall be modified or omitted to the extent
necessary, and the remainder of this Agreement shall continue in full effect.
14. INDEPENDENT CONTRACTOR. The parties are independent contractors and
nothing contained herein shall be construed to create any other relationship between the
parties. Nothing in this Agreement shall be construed to constitute either party as the agent
of the other parry for any purpose whatsoever, and neither party shall bind or attempt to
bind the other party to any contract or the performance of any other obligation, or represent
to any third party that it has the right to enter into any binding obligation on the other
parry's behalf. Furthermore, nothing in this Agreement shall be construed so as to obligate
either party to enter into a further agreement.
15. ADDITIONAL TERMS. The waiver by either party of a breach of any provision
of this Agreement shall not constitute or be construed as a waiver of any future breach of
any provision(s) of this Agreement. Neither party shall be liable for delays or failures of
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performance resulting from causes beyond its reasonable control. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and all of which shall
constitute but one and the same instrument. All notices or other communications to a party
which are required or permitted pursuant to this Agreement shall be in writing to the
address set forth for such party in the introduction to this Agreement. Any such notice
shall be deemed sufficient if delivered personally or sent by registered or certified mail,
postage prepaid, return receipt requested, or if delivered by any other means upon which
the parties shall mutually agree. Any party may change the address to which notice is to
be given by notice given in the manner set forth above.
16. COUNTERPARTS. This Agreement may be executed by electronic signatures or
signatures delivered through electronic facsimile. The parties shall use commercially
reasonable efforts to deliver to each other a fully executed original following the initial
closure of the agreement through facsimile or electronic copies and/or signatures.
17. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated
therewith and that are associated with the performance of the work described in the Scope
of Services. Upon request from the Village's custodian of public records, the Contractor
must provide the Village with copies of requested records, or allow such records to be
inspected or copied, within a reasonable time in accordance with access and cost
requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the
public records to the Village, or fails to make them available for inspection or copying,
within a reasonable time may be subject to attorney's fees and costs pursuant to Section
119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes.
Further, the Contractor shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in Scope
of Services are not disclosed except as authorized by law for the duration of the
Agreement term, and following completion of the Agreement if the Contractor does not
transfer the records to the Village. Finally, upon completion of the Agreement, the
Contractor shall transfer, at no cost to the Village, all public records in possession of the
Contractor, or keep and maintain public records required by the Village. If the Contractor
transfers all public records to the Village upon completion of the Agreement, the
Contractor shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored
electronically must be provided to the Village, upon request from the Village's custodian
of public records, in a format that is compatible with the Village's information
technology systems.
18. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
lmcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
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19. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach
County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal 'matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies
based on such audits, reviews, or investigations. All parties doing business with the
Village shall fully cooperate with the inspector general in the exercise of the inspector
general's functions, authority, and power. The inspector general has the power to take
sworn statements, require the production of records, and to audit, monitor, investigate and
inspect the activities of the Village, as well as contractors and lobbyists of the Village in
order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,
and abuses.
20. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance
hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and
consultants who will perform hereunder, have not been placed on the convicted vendor
list maintained by the State of Florida Department of Management Services within thirty-
six (36) months immediately preceding the date hereof. This notice is required by Section
287.133(3)(a), Florida Statutes.
21. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than
January 1, 2023, the Contractor shall: (1) register with and use the E-Verify System (E-
Verify.gov) to electronically verify the employment eligibility of all newly hired workers;
and (2) verify that all of the Contractor's subconsultants performing the duties and
obligations of this Agreement are registered with and use the E Verify System to
electronically verify the employment eligibility of all newly hired workers. The
Contractor shall obtain from each of its subconsultants an affidavit stating that the
subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien,
as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended.
The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a
minimum, the duration of the subcontract and any extension thereof. This provision shall
not supersede any provision of this Agreement which requires a longer retention period.
The Village shall terminate this Agreement if it has a good faith belief that the Contractor
has knowingly violated Section 448.09(I), Florida Statutes, as may be amended. If the
Contractor has a good faith belief that the Contractor's subconsultant has knowingly
violated Section 448.09(l), Florida Statutes, as may be amended, the Village shall notify
the Contractor to terminate its contract with the subconsultant and the Contractor shall
immediately terminate its contract with the subconsultant. In the event of such contract
termination, the Contractor shall be liable for any additional costs incurred by the Village
as a result of the termination.
22. SCRUTINIZED' COMPANIES: For Contracts under $lM, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of
Israel. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section
170811v4 - 9 -
287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized
Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over $1 M, the
Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,
or the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a
boycott of Israel, and that it does not have business operations in Cuba or Syria, as
similarly provided in Section 287.135, Florida Statutes. The Village may terminate this
Agreement at the Village's option if the Contractor is found to have submitted a false
certification as provided under Section 287.135(5), Florida Statutes or if the Contractor
has been placed on one of the aforementioned lists created pursuant to Section 215.4725,
Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's
option if the Contractor is engaged in a boycott of Israel or has been engaged in business
operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
[Signature Page Follows]
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IN WII NESS WHEREOF, authorized representatives of'the parties hereto have
executed this Software License Agreement effective the day and year first above written.
LICENSOR:
ArchiveSocial, LLC.
By:
Name: Robert 8ydnor
Title: CTrO and Business Operations
LICENSEE:
Village of Tequests, FL
By:
Name: �" ,�,r,R 11-Gn
True: Cana
170811v4
EXHIBIT A
Fees and Payments
1. Base Service Fee: Licensee shall pay an annual base service fee of $2,988, for
the period from October 1, 2023 through September 30, 2024, and $3,137.40 for each
calendar year during the period from October 1, 2024 through September 30, 2027,
which shall entitle Licensee to connect to the Service, up to 12 social media accounts
from one or more social networking or social media websites, platforms or services or
Internet websites supported as part of the commercially available Service (each a
"Supported Site") for which Licensee is either (i) the actual owner or (ii) explicitly
authorized to provide access to such social media account or Internet website (e.g., upon
express authorization by Licensee's Representative). Each such social media account
shall be referred to as a "Permitted Account". Licensee is entitled to archive up to 1,500
new social media records per month, in aggregate, from across all Permitted Accounts.
For purposes of this Exhibit A, a "social media record" refers to any individual posting
sent or received by a Permitted Account, including comments, status updates, and private
messages. Large multimedia files, such as videos, are counted as multiple records with
each 10-megabyte segment of a multimedia file counted as a single record.
2. Add -on Service Fees: If an add -on service is selected then Licensee shall pay the
corresponding add -on annual service fee which shall entitle License to access the service.
Selected:
M
Add -on Service
Annual
Fee
Risk Management & Analytics (RMA) Reporting & Alerting
$
Public Access Open Archive Portal
$
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