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Home My WebLink AboutAgreement_General_07/05/2016 TVEyes, Inc. Licensing Agreement Proprietary & Confidential J tveyes Date: July 1, 2016 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: 561-768-0441 Contact's Email Address: Imcwilliams(a)tequesta.org LICENSE FEES: Service Option: Option Number of Total Cost (all subscriptions come with unlimited Chosen: Licenses/ Months: searches, unlimited watch terms and logins: unlimited re sults i TVEyes Media Monitoring Suite (MMS) Renewal: 1 12 $1200 subscription; renewal repeat rate /term. (one invoice 6/16/2016 —6/15/2017 I x I upfront) US Cable and 3 ADJACENT States 170 Downlozds a yocir 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 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 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). 1 TVEyes, Inc. Licensing Agreement Proprietary & Confidential S. LIMITATION 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 aut 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 of 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. Customer Acknowledgement 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 1,595 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. Customer Acknowledgement (I REQUIRED INFORMAIION 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: — or L & Iyu I �► � 1 r! 1 xt, Billing Address: *3 ' 3 3W Telephoner _ - Q� OL14 3 Fax: l' '� 0(0�t. Email; Lime- WIIt%aAn TEA LL4A Dry 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 communications required or permitted under this Agreement shall be forwarded to the individuals named below. [Client] 1 [Company] TVEyes, Inc, Authorized Authorized ' Signature: � (� Signatur Name /Title 1Mf 0J ae l eoH`'L.ib Name/Title lJ �11Q rnazq L ry Gallo /SVP Global Sales Date: 5 -{ Date: 7/1/1016 2 TVEyes, Inc. Licensing Agreement Proprietary & Confidential 3 S pn Z.OJ'� Of • T 1SO P Inc. Mailing l ""7 L Mailing 1150 Post Rd. Address: e4 ( A (w 334 Address: Fairfield, CT 06824 ` 1 (203) 254 -3600 ext. 333 Fax: Fax: (203) 254 -3605 Email: ML+flLL Email: jgallo a)tve ss.cam 0 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, 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 Proposal or Bid. Upon request from the Village's custodian of public records, 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 Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid 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, 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. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO 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@teciuesta OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.