HomeMy WebLinkAboutContract 48793DocuSign Envelope ID: FDB3C8E2-D891-44C0-87CA-AF2773084794
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THE MUSE TERMS AND CONDITIONS
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The Muse Terms and Conditions govern each Order Form (collectively, the "Agreement") entered into by Daily
Muse Inc. ("The Muse") and the party identified in the Order Form ("Partner") (each a"Party" and togetherthe
"Parties"). By signing the Order Form, each Party agrees to the terms of the Agreement.
The Muse will provide the services described in the applicable Order Form. Order Form(s) are any document
which is signed by an authorized representative of both Parties, and sets forth the services The Muse is providing
to Partner (the "Services") and any fees being charged therefor (the "Fees"). Each Order Form shall be governed
by the terms and conditions of this Agreement and is incorporated into and part of this Agreement. If there are
any terms and conditions in any Order Form which cannot logically be construed to more fully define the Services
and/or Fees and are inconsistent with this Agreement, then the terms and conditions in the applicable Order
Form shall take precedence.
1. Description afServices.
If Partner purchases or renews a subscription for a profile of Partner's company, The Muse will provide a
company page for Partner ("Company Profile") and promote the same on and through The Muse website (located
at www.themuse.com) and any successor and afFiliated websites (together the "Website") as described in the
applicable Order Form. The Company Profile will be populated with information provided to The Muse by Partner
and with content created by The Muse which will be promoted through The Daily Muse publication and 7he
Muse's social media channels.
The Services are provided in accordance with The Muse's sole and reasonable judgment as to appropriate and
effective methods for providing the Services.
Partner shall be responsible for accurately updating The Muse of any material changes to information provided in
the Company Profile throughout the Term of this Agreement (as defined below).
If Partner purchases a sponsorship of content created by The Muse ("Sponsored Content"), The Muse will create,
post, and promote the Sponsored Content on the Website as described in the applicable Order Form during the
Term of this Agreement (as defined below).
2. Fees.
In consideration of the Services described in the applicable Order Form, Partner shall pay the Fees set forth in the
applicable Order Form with payment due as set forth in the applicable Order Form. Late payments accrue interest
at a rate of the lesser of 1.5% per month or the highest applicable lawful rate.
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3. Term; Termination.
The Term of this Agreement shall commence on the "Effective Date" in the applicable Order Form or as otherwise
specified in the Order Form and will continue for the number of months stated in the applicabfe Order Form
unless earlier terminated as provided herein ("Initial 7erm"). Thereafter, the Term shall automatically renew for
periods of time of equal length to the Initial Term on materially similar terms subject to a renewal term fee
increase to The Muse's then standard retail fee for the same services, unless either Party notifies the other in
writing that it does not wish to so renew at least thirty (30) days prior to the expiration of the Term then in effect
(the Initial 7erm and any renewals shall collectively be known as the "Term"a. Either Party may terminate the
Agreement if the other Party materially breaches any of its obligations and fails to cure within thirty (30) days
after being given written notice of the breach. Upon such termination due to Partner's breach, Partner shall pay
to The Muse all outstanding amounts due. In addition, without prejudice to other rights and remedies available to
The Muse, Partner's failure to make timely payment shall be considered a material breach by Partner and shall
entitfe The Muse to terminate this Agreement and/or to suspend Services immediately upon written notice to
Partner. Upon expiration of the Term, The Muse will have no obligation to provide the Services to Partner.
4. Promotional Uses.
Upon Partner's prior written consent, The Muse may include Partner's name and logo in The Muse's client list and
other promotional materials, including without limitation, mention Partner's name in media appearances made
byThe Muse personnel.
5. Shoot Date, Onboarding Questionnaire and Cancellation Policy.
If Partner purchases a Full Company Profife as set out in the applicable Order Form, the "Shoot Date" shall be
defined as the date when a shoot coordinator from The Muse visits Partner's designated facilities in orderto
record photo and video as part of the Services. Partner agrees that within thirty (30) calendar days from the
"Effective Date" in the applicable Order Form, a Shoot Date will be scheduled, provided the Shoot Date need not
occur in the thirty (30) day period but will occur within forty-five (45) calendar days from the "EfFective Date" in
the applicable Order Form.
If Partner reschedules the Shoot Date and The Muse has already incurred travel costs, all additionai travel costs
and change fees will be incurred by Partner.
The Muse has a four-calendar-day cancellation and rescheduling policy. If Partner cancels or reschedules the
Shoot Date with less than four-calendar-days' notice, Partner wili be charged a rescheduling fee of $450. This
policy is in place out of respect for The Muse shoot coordinators and editors.
If Partner purchases a Photo-Only Company Profile as set out in the applicable Order Form, Partner agrees that
the onboarding questionnaire and photos will be sent to The Muse within twenty (20) calendar days from the
"Effective Date" in the applicabie Order Form.
6. Company Profile Revisions Po)icy.
if Partner purchases a Full Company Profile as set out in the applicable Order Form, the Services provided to
Partner by 7he Muse include up to ten (10) hours of production and three (3) hours of revisions. 7he Muse agrees
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to notify Partner upon the exhaustion of the same. After such notice, with Partner's written consent, further
revisions are billed at $200/hour.
If Partner purchases a Photo-Only Company Profile as set out in the applicable Order Form, the Services provided
to Partner by The Muse include up to five (5) hours of production and one (1) hour of revisions. The Muse agrees
to notify Partner upon the exhaustion of the same. After such notice, with Partner's written consent, further
revisions are billed at $200/hour.
7. Company Profile and Sponsored Content Approvals, Consents and Launch Date.
If Partner purchases a Company Profi(e as set out in the applicable Order Form, Partner shall provide such
materials, assistance, and approvals, and otherwise cooperate, as may be reasonably requested by The Muse to
enable The Muse to provide the Services. Without limiting the foregoing, Partner agrees to grant or deny approval
of materials submitted ta it for approval by The Muse no laterthan within ten (10) business days after submission
of Company Profile draft to Partner, approval not to be unreasonably withheld, provided however that if Partner
does not provide feedback within such ten (10) business day period, The Muse may deem such submitted
materials approved and launch them on the Website. Partner is responsible for obtaining in a timely manner all
rights, licenses, consents, and other permissions that may be necessary for the use of any third-party intellectual
property (including, without limitation, any trademark rights, copyright rights and name and likeness rights of
individuals being filmed or photographed} in, or in connection with, the materials provided by Partner and used
by The Muse for the Services.
Within two (2) business days after Partner has approved the Company Profile, the Company Profife shall appear
on the Website.
If Partner purchases Sponsored Content as set out in the applicable Order Form, Partner shall provide such
materials, assistance, and approvals, and otherwise cooperate, as may be reasonably requested by The Muse to
enable The Muse to provide the Services. Witnout limiting the foregoing, Partner will have five (5) business days
after The Muse provides Partner with the Sponsored Content materials to provide approval or specific edits,
approval not to be unreasonably withheld, provided however that if Partner does not provide feedback within
such five (5) business day period, The Muse may deem such submitted materials approved and launch them on
the Website. Partner shall provide The Muse other materials (including collateral and relevant multi-media files to
be used forthe Sponsored Contentj related to Sponsored Content in a timely manner. Partner is responsible for
obtaining in a timely manner ail rights, licenses, consents, and other permissions that may be necessary for the
use of any third-party intellectual property (including, without limitation, any trademark rights, copyright rights
and name and likeness rights of individuals being filmed or photographed) in, or in connection with, the materials
provided by Partner and used by The Muse far the Services.
Sponsored Content will live on the Website indefinitely unless otherwise specified in the applicable Order Form or
either Party requests removal of such content for reasonable cause, provided however that The Muse will not be
responsible for Sponsored Content that has been displayed or is being displayed on the website of a party to
whom The Muse syndicates content or other third-party websites.
If Partner purchases Sponsored Content as set out in the applicable Order Form, Partner has the right to republish
or repost the URL link or up to the firsY two (2} paragraphs of each piece of Sponsored Content on Partner's own
or affiliate websites and social media channels as long as the content is properly attributable to The Muse and is
not modified.
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8. Warranty / Limitation of Liability.
The Muse will perform the Services in a professional and workpersoniike manner. The Muse DOES NOT MAKE
ANY, AND SPECIFICALLY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR GUARANTEES
(INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)
REGARDfNG THE SERVICES OTHER THAN THOSE EXPRESSLY CQNTAINED IN THIS AGREEMENT.
THE MUSE'S LIABILITYTO PARTNER FOR DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE
AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE
MUSE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE UNDER THE
AGREEMENT.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ANY OF (TS CUSTOMERS, AFFfLIATES, OR ANY OTHER
PER50NS FOR ANY fNDIRECT, SPECIA�, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES
(INCLUDING, WITHOUT LIMITA710N, DAMAGES FOR ��SS OF BUS(NESS, LOSS OF PROFITS, LOSS OF DATA, OR THE
LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY
OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBIIITY OF SUCH DAMAGES OR IF SUCH DAMA6ES
COULD HAVE BEEN REASONABLY FORESEEN ("DISCLAIMED DAMAGES"),
IN CONNECTION WITN THE SERVICE5, THE MUSE MAY PROVIDE PARTNER WITH SOFTWARE CODE, INCLUDING
BUT NOT LIMITED T0, TRACKING SCRIPTS, EMBED SCRIPTS OR WEB BEACONS TO TRACK PERFORMANCE OF THE
SERVICES (E.G., PARTNER CAREER PAGE CLICKS AND JOB APPLIES) AND TO ADD THE COMPANY PROFILE TO
PARTNER'S WEBSITE. ANY SUCH SOFTWARE CODE PROVIDED BY THE MUSE IS INSTALLED BY PARTNER ON
PARTNER'S WEBSITE AT PARTNER'S SOLE RISK. THE MUSE DOES NOT MAKE ANY, AND SPECIFICALLY DISCLAIMS
ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR GUARANTEES (INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING ANY SUCH
SOFTWARE CODE PROVIDED BYTHE MUSE. AFTER THE TERM, PARTNER IS RESPONSIBLE FOR REMOVAL OF ANY
SUCH SOFTWARE CODE PROVIDED TO PARTNER BY THE MUSE.
9. Confidentiality.
"Confidential Information" means non-public information of a Party, including, without limitation, Intellectual
Property (as defined below), employees, policies, customers, prospective customers, methods, and processes.
Without limiting the generality of the foregoing, Confidential Information shal) include all information collected
from or regarding users ofthe Website ("The Muse Customer Information"). A Party's Confidential Information
shall not include information that (aj is or becomes public through no fault of the other Party; (b) was or is
lawfully disclosed to the other Party by a third-party without restriction on disclosure; or (c) was or is
independently developed by the other Party. The receiving Party, at all times, (i) shall hold the disclosing Part�js
Confidential Information in confidence; (ii) shall not disclose such Confidential Information to any person other
than its own personnel or independent contractors who need to know the Confidential Information for the
purposes contemplated by this Agreement, and who agreed to be bound by materially the same confidentiality
agreement or as may be required by law or regulation, or to respond to governmental inquiries, or in accordance
with applicable professional standards or rules; and (iii) shall not use such Confidential Information exceptforthe
purposes contemplated hereunder. Each Party shall protect the other Party's Confidential Information with the
same degree of care that it uses to protect its own Confidential informarion of like nature, but in no event less
than reasonable care. Without prejudice to other rights and remedies, a Party shall be entitled to equitable relief
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by way of injunction or otherwise if the other Party breaches or threatens to breach any provision of this Section,
without the necessity of proving irreparable harm or posting a bond or other security.
10. Intellectual Property; Licenses.
10.1. "Intellectual Property" means copyrights, trademarks, trade names, logos, patents, patent applications,
inventions, know-how, trade secrets, instructions, improvements, modifications, and alf proprietary information
relating to a Party's products or services. Each Party shall retain all right, title, and interest in and to the
Intellectual Property created or conceived by that Party before, during, and after the Term of this Agreement and
any extensions thereof. Partner hereby grants The Muse a woridwide royalty-free license to use, display, perform,
reproduce, and distribute Partner's trademarks, trade names, logos, trade dress, product designs, artwork,
graphics, and other content providEd by Partner ("Partner Content") and only as appropriate to fulfill the
intention of this Agreement.
10.2. The Muse agrees and undertakes that in using Partner Content, it shall comply with the reasonable
instructions and specifications of use by Partner. The Muse agrees that Partner shal( have the right, at all
reasonable times to inspect the manner in relation to which the Partner Content is proposed to be used by The
Muse. Should Partner notify The Muse that The Muse's use of Partner Content fails to comply with Partner's
specifications, The Muse sha(f correct such defect in accordance with such notification from Partner. The Muse
hereby grants Partner a worldwide royalty-free license to use and display photos, videos or content created by
The Muse in its performance of the applicable Order Form (the "Muse Content"j, while this Agreement is in
effect, as long as the Muse Content is properly attributed to The Muse and is not modified.
10.3. Partner represents and warrants to The Muse that (a) Partner owns all right, title, and interest in, or
otherwise has full right and authority to permit the use of the Partner Content and (b) the Partner Content or the
Agreement does not infringe the rights of any third-party.
11. Waiver; Severability.
No provision of this Agreement may be wa ived except by a writing executed by the Party against whom the
waiver is to be effective. The failure of either Party to enforce any provision of this Agreement will not constitute
a waiver of the Part�/s rights to subsequently enforce the provision. If any provision of this Agreement (or portion
thereof) shall be held unenforceab(e by a court of competentjurisdiction, the court shall modify or limii such
provision so as to render it enforceable to the maximum extent permitted by law, and the remaining provisions of
this Agreement and the enforceable portions of any partially unenforceable provisions shall continue in full force
and effect.
12. Force Majeure.
Neither Party shall be liable or deemed in default for any delay or failure to perform resulting from any event,
occurrence, or condition beyond the reasonable control of such Party, provided the afFected Party resumes
performance with dispatch when such cause is removed.
13. Other.
Nothing contained herein shall be deemed or construed to create any partnership orjoint venture between The
Muse and Partner, and neither Party shall have any authority to act on behalf of the other Party or to bind the
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other Party directly or indirectly. All notices and consents shall be in writing and must be given by (i) first class
registered or certified mail; (ii] a nationaliy recognized overnight courier; or (iii) electronic mail to the Parties'
addresses in the applicable Order Form or the emaii address associated with Partner's account. Neither Party
shall assign or transfer this Agreement to any person, including, without limitation, any subsidiary or affiliate
without the prior written consent of the non-assigning Party; provided, however, that either Party may assign this
Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of a
Party's relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock,
or otherwise. This Agreement, together with any attachments hereto and applicable Order Form(s), constitutes
the entire agreement and supersedes afl other oral and written agreements and cammunications between the
Parties with respect to the subject matter thereof. As The Muse's business evolves, The Muse may change this
Agreement. If The Muse makes a material change to this Agreement, The Muse wil) provide Partner with
reasonable notice of the change either by emailing the email address associated with Partner's account or by
posting a notice on the Website. Partner can review the most current version of this Agreement at any time by
visiting the Website. The revised Agreement will become effective on the date set forth in the notice.
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Daily Muse Inc.
1375 Broadway, 20th Floor
New York, NY 10018
ORDER FORM
Address Information
Bill To: ciry of Fort wortn
1000 Throckmorton Street
Fort Worth TX 76102
Billing Frequency: �oo��o upon si9ninq
Payment Method: ACH
Payment Terms: Due upon Receipt
Currency: USD
Contract Term (months): �2.000
Services & Fees:
Profile Subscription
TOTAL: �8,700.00
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Order Details
Profile Type: Full Profle
Total Offices: 1
Totaf Shoots: �
Featured Employees: 3
iFrame: Standard
Additional Info:
Sponsored Content Tier: None
(See attached for further details, if applicable)
Terms and Conditions:
Jobs Posted: Unlimited
Launch Round up:
New Hire Article:
Total Round ups: 2
Total Articles: 4
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This Order Form is entered into befween Daily Muse Inc. and Partner as of the Order Form
Effective Date set forth below pursuant to and governed by the terms and conditions of "The
Muse Terms of Use" found on The Muse website (https://www.themuse.com/clients/terms) or
the applicable agreement executed by the parties, which is incorporated herein by reference
and which Partner acknowledges having read and agrees to and intends to be bound by.
Terms used but not otherwise defined in this Order Form shall have the meanings assigned to
them in The Muse Terms of Use or the applicable agreement.
By signing below, I certify that f am authorized to sign on behalf of Partner and Partner agrees
to the Terms and Conditions of this Order Form and any documents incorporated by reference.
Par�ner ,
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By-
Pri # Name: Susan Alanis
:ffe'��ive Date:
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Page 2 of 2
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Contract Compliance Manager:
By signing I acknowIedge that I am the person responsible
for the rnonitoring and adminislration of this contract, including
ensuring all performance and reporting requirements.
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