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EKES
Licensing Agreement
Organization or Institution: City of Redlands
Mailing Address: 35 Cajon Street
PO Box 3005
Primary Contact Name: Ben Rodriguez
Contact's Telephone Number: 909-437-7209
Contact's Email Address: brodriguez@cityofredlands.org
LICENSE FEES:
Service: Number of Total Cost
Licenses/logins: Years:
Unlimited Media Monitoring 5 1 year $3,600
Suite (MMS)service.
7/11/2015—7/112016
TVEyes Federal Tax ID: #06-15555 47
[Client] City of Redlands [Company] TV Eyes, Inc.
Authorized Authorized
Signature: . �, Signature:,/////////
tropa
Name/Title: Tina T. Kundig/Finance Director NamelTitl C s t Exec
Account Executive
35 Cajon Street TVEyes Inc.
Mailing Mailing 1150 Post Rd.
Address: Re Box 3005
Cs, CA 92373 Address: Fairfield, CT 06824
Re (203)254-3600 x334
Fax: 909-798-7697 Fax: (203)254-3605
Email: o TCCDcitvofredlands.or Email: ccatropa@tveyes.com
ATTEST: Sam Irwin, City Clerk
REQUIRED lNrOROIATION 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: Accounts Payable/Finance Department
Billing Address: 35 Cajon Street, Suite 30
Telephone: 909-798-7541
Fax: 909-335-4735
Email:
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Purchase Order#:
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. Any of Client, its
affiliates and related persons,and their owners,directors,officers,employees and contractors may utilize the Licenses. Nothing herein shall prohibit
such persons from utilizing the Licenses remotely or via mobile device, or require Client to obtain additional Licenses or pay additional fees as a
result of such access.
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.
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 by its personnel. The data provided is from proprietary sources and may be utilized only for the internal purposes of Client, its affiliates and
related persons,and their owners,directors, officers,employees and contractors. Company represents,warrants and covenants, as applicable,that
it owns and will continue to own all the necessary intellectual property rights and holds and will continue to hold all the necessary and appropriate
licenses in relation to the Licenses, and that it has and will continue to have the right and authority to license the Licenses to Client during the term of
this agreement. Company agrees, unconditionally and without any limitation whatsoever,to fully indemnify and hold Client harmless for any loss,
liability or expense(including attorneys'fees)incurred by Client as a result of Company's breach(or any claim by a third party that the Company has
breached)the foregoing representations and covenants.
4. CONFIDENTIALITY.The parties agree that the terms of this Agreement shall remain confidential and shall not be divulged to any third party. In no
event shall Company divulge Client's name or include Client's name in its promotional material(e.g., client lists). Company shall keep confidential,
and not use(other than in the due course of providing the License to Client hereunder), any information disclosed to Company by or on behalf of
Client. This clause shall not apply to information which(i)is publically known(through no fault of Company)or(ii)must be disclosed by law. If such
disclosure is required by law,Company agrees,to the extent permitted by law,to provide Client with prompt written notice prior to any disclosure so
that Client may,at its sole expense, seek an appropriate protective order or other appropriate remedy. The obligations of this section shall survive
the termination of this Agreement.
5, LIMITATION OF LIABILITY. Subject to Section 3 above, 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 Company.
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.
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