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HomeMy WebLinkAboutAgreement_General_06/03/2014 tveyes Licensing Agreement Organization or Institution Village of Tequesta Mailing Address: 345 Tequesta Drive Tequesta, FL 33469 Primary Contact Name: Lon McWilliams, MMC Contact's Telephone Number: (561) 768 -0440 Contact's Email Address: ImcwilliamsCc_teQuesta.org LICENSE FEES: Service: Check Number of Monthly Fee/ Total Cost Option Licenses /logins: Subscription Months: Chosen: terms: Unlimited Media Monitoring Option #1: 1 $300.00/12 months 12 $1,200.00 Suite (MMS) service. prepaid for special (Total 6/1/2014 — 6/1/2015 pricing discount cost if 12 (Invoiced once annually months preps' reflects $2,400.00 discount for prepaying 12 months; special pricing discount for local 6 government.) (One Invoice Up Front) TVEyes Federal Tax ID: #06 -15555 47 PAYMENT SCHEDULE An Invoice will be sent to the person or persons designated below upon execution of this Agreement, and except as expressly set out in this Agreement, will be due and payable in full in to TVEyes Net 30 days from date of execution. A late payment fee of 1.5% per month will be applied to all past due balances. TVEyes reserves the right to terminate services if payment of the invoice amount is not received. The client shall have 5 days from the Delivery date within which to notify Company of any material non - conformity of the Licenses. Failure to timely respond shall be deemed acceptance. Agreement Acceptance: The authorized signatories below, on behalf of their respective organizations, agree to the pricing and other terms outlined herein. This Schedule of Licenses and Fees and list of Terms and Conditions shall be collectively referred to as the "Agreement ". Al notices or other communications required or permitted under this Agreement shall be forwarded to the individuals named below. [Client] [Company] TV Eyes, Inc. Authorized Authorized (LG) Signature. Signature: Name/Title: Name/Title: Larry Gallo /SVP Sales Date: Date: 5/27/14 Mailing Mailing TVEyes Inc. Address: Address: 1150 Post Rd. Fairfield, CT 06824 (203) 254 - 3600 x335 Fax Fax: (203) 254 -3605 Email: Email: lualloCcOveves.com REQUIRED INFORMATION The following individual has been designated by Client as the primary liaison for any financial obligations to Company described herein, and will be the recipient of any invoices submitted to Client. Name/Tide: Billing Address: 1 �a f'� �k— .. 3ys T-eq ue*, pr, , I v�eYJZ� ►�- 33`f l� Telephone: 1 43 Fax Email: Purchase Order #: e9 o e p ✓Lr LICENSE AGREEMENT - TERMS AND CONDITIONS 1. AGREEIVIENT TO PURCHASE This Agreement is entered into as of the date executed by TVEyes, Inc. ( "Company" or "we") and the institution or organization identified on the Schedule of Licenses and Fees attached hereto ( "Client" or "you "). We hereby agree to sell and you agree to purchase the number of TVEyes- Media Monitoring seats as identified on such Schedule ( "the Licenses "). Client agrees to pay Company the fees and Company agrees to deliver the Licenses as set forth in this Agreement. Client may purchase additional seats from time to time by executing one or more supplemental Statement(s) of Licenses that w II reference and be subject to the terms and conditions of this Agreement. 2. TERM. The term of this Agreement shall commence on the date executed by Company and extend for the period of time listed as length of term above. TVEyes reserves the right to change the fees associated with this Agreement at the conclusion of each Term 3. OWNERSHP AND COPYRIGHT. Company and its third party providers shall retain ownership of all rights in and to the Licenses. Client may not copy, license, sell, resell, transfer, distribute or otherwise exploit any of the foregoing and w ill use its best efforts to stop any unauthorized use thereof. The data provided is from proprietary sources and may be utilized for Client's internal purposes only. 4. CONFUNTIALITY. The parties agree that the terms of this Agreement shall remain confidential and shall not be divulged to any third party. Nothing in this paragraph shall be deemed to restrict Company's right to include Client's name in its promotional material (e.g., client lists). 5. LIMTATION OF LIABILITY. Neither party shall be liable to the other party for any loss of profit or other commercial injury, or any special incident, punitive or consequential damages under any cause of action arising out of or relating to this agreement, even if advised in advance of the possibility of such damages. 6. ASSIGNMENT. The Client may not assign the license(s) granted under this Agreement without the prior written consent of TVEyes. 7. RELATIONSHP OF THE PARTIES. Nothing contained in this Agreement shall be deemed to create or constitute a partnership, joint venture, or relationship of principal and agent betw een the parties. 8. ENTIRE AGREBVENT. This Agreement, consisting of Schedule of Licenses and Fees and Terms and Conditions sets forth the entire agreement betw een the parties and supersedes any and all previous oral or w ritten agreements or understandings between the parties. This Agreement may not be changed, modified or discharged, in whole or in part, except by a w riting signed by both parties. ADDENDUM Public Records: In accordance with Sec. 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, the Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, 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 the Scope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.