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Home My WebLink AboutAgreement_General_06/19/2015 / 001* tveyes Date: 6/16/2015 Licensing Agreement Organization or Institution: Village of Tequesta Mailing Address: 345 Tequesta Drive Tequesta, FL 33469 Primary Contact Name: Lori McWilliams, MMC Contact's Telephone Number: 561 - 768 -0443 Contact's Email Address: ImcwilliamsPttgA2 ta.org LICENSE FEES: Service Options: Check Option Number of Total Cost (all subscriptions come with unlimited Chosen: Licenses/ Months: searches, unlimited watch terms and logins: unlimited results TVEyes "Basic" Media Monitoring Suite (MMS) subscription; Renewal Tier 1 /Basic rate. Discount for prior Option #1: 1 12 $1200 rate match for renewal L n (one invoice 6/16/2015 —6/15/2016 up front) US Cable and 3 ADJACENT States 120 Downloads a year Same for Term: 6/16/2015 -- 6/15/2017 Option #2: 1 up to 3 24 $2,160 (one invoice up front) TVEyes Federal Tax ID: #06- 1555547 LICENSE AGREEMENT - TERMS AND CONDITIONS 1. AGREEMENT 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 asset forth in this Agreement. Client may purchase additional seats from time to time by executing one or more supplemental Statement(s) of Licenses that will 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. OWNERSHIP 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 will 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 research and analysis purposes only. 4. CONFIDENTIALITY. 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. LIMITATION OF LIABILITY. Neither parry 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. RELATIONSHIP 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 between the parties. 8. ENTIRE AGREEMENT. This Agreement, consisting of Schedule of Licenses and Fees and Terms and Conditions sets forth the entire agreement between the parties and supersedes any and all previous oral or written agreements or understandings between the parties. This Agreement may not be changed, modified or discharged, in whole or in part, except by a writing signed by both parties. 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 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. 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/Title: M i ckn a l L c� t � ' L) kae C c► _ � P Er Billing Address: 3 t{ 5' Ti � W g o S f 1 Q 4 ue S tG . -:3 :3 q (Pq Telephone: 5 L.P [ — — i Lek _ 04 L( Fax: — ��E9 I e 1, Email: M( �� & -k e u,eS+4 . D>rC n1 C " 111 a LfY11 Tr J�J�P1 +`, D rS Purchase Order #: D n 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 ". All notices or other communicatio required or permitted under this Agreement shall be forwarded to the individuals named below. all w-1 lU V r � t (��4�C✓ [Client] 7 �! [Company] TVEyes, Inc. Authorized Authorized (LG for rev.) Signature: �aoC�t�� -- Signature: Name /Title: t i �� [ [ i arxS Name/Title: Larry Gallo /SVP Global Sales Date: [q(] Y Date: 6/16/2015 TVEyes lnc. Mailing Mailing 1150 Post Rd. Address: _ Address: Fairfield, CT 06824 (203) 254 -3600 Fax: Q LL�ZI J ? (� b Fax: (203) 254 -3605 Email: —V Email: IaalloPtveves.com IML' -Wt <<�L�E.v11 •I-e.� u -� , ars 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. McWilliams, Lori From: Larry Gallo [Igallo @tveyes.com] Sent: Tuesday, June 09, 2015 12:21 PM To: McWilliams, Lori Subject: Re: TVEyes renewal, Updates on Upgrades for 2015 + SCOUT invite is here! - -Re: Village of Tequesta Service Agreement Hi Lori, Good afternoon! Following up as per our emails below, I am very sorry to hear this, and my CEO would very much like to keep you and Village of Tequesta on board TVEyes as a subscriber as well, thus my CEO approved for your prior special pricing discount to be honored for your same rate as last year ($1,200.00 /year) for your TVEyes subscription service renewal for 2015, and in addition if you indeed opt for this we will honor this rate for you permanently as well in appreciation. Will you renew your TVEyes at the prior $1200 /year rate? Many thanks in advance for considering! Best regards, Larry Larry Gallo SvP Global Sales HQ: (203) 254 -3600 ext. 333 / mobile: (203) 312 -7333 email: Igallo _tveyes.com URL: www.tveyes.com /15"Iveyes TVEyes clips are for Internal Review, Analysis and Research only. Any editing, reproduction, publication, rebroadcast, public showing, public display or placement on any website is forbidden and may violate copyright laws. On Mon, Jun 8, 2015 at 4:14 PM, McWilliams, Lori < lmcwilliamsktequesta.org > wrote: La rry, 1