HomeMy WebLinkAboutContract 35835j r�/Iapinfo.
CITY SECRETAfiY
Mapinfo AnySite Online Agreement and Order Form CONTRACT IVO ,
Agreement. This agreement and Order Form ("AgreemenY') is between the customer named below ("Customer") and Mapinfo Corporation ("Mapinfo"). In this
Agreement, the terms "you" and "you�' refer to the Customer and the terms "we" "us" and °our" refer to Mapinfo. This Agreement governs your license for the Mapinfo
products listed on the Order Form on the second page of this Agreement (the "Service") and incorporates by reference the terms of the click-through Mapinfo Corporation
Online Service Agreement ("EULA") that is presentetl to Customer during the log-on process. Use of AnySite Online is based upon acceptance of the terms of the EULA.
A copv of the EULA is available on reauest.
CompanV Name: City of Fort Worth, TX
Street Address: 1000 Throcicmorton Street
Citv; Fort Worth
TX
76102
Customer Information
Contact Name: Jay Chapa
E-mail Address: jesus.chapa@fortworthgov.org
Primarv User of the Application: Jay Chapa
Primarv User Email Address:
817) 392-5804 � Fax: (817) 392-2431
1. License. Your use of the Service will be governed by the terms of the EULA.
2. Term. The term of the license for the Service is listed in the Term of Subscription column below. For monthly subscriptions, you will be billed each month until you
provide 30 days ativance written notice of your infent to terminate the monthly subscription.
3. Pavment• Your subscription to the Service will be activated once your cretlit card information is processed or Mapinfo has received your payment. The exact date of
your subscription activation will be provided on your "Welcome to AnySite Online" email along wilh your ID antl password information. No refunds are available for AnySite
Online subscriptions once they are activated. If one of our authorized resellers has signed below as the agent for collection of our fees, you agree to make payment to the
reseller.
4. Technical Support. Access technical support for AnySite Online (primary user only) at (800) 552-2511 from 6:00 a.m.-5:30p.m Pacific Time (holidays excluded), For
technical support for AnySite Online RM (primary user only) call (800) 688-3941 xt.4716 from 8:30am-5,30pm Eastern Time (holidays excluded). Frequently asked
questions are provided at http:l/www.anysiteonline.com/help/help_no_images.htm.
5, AnySite Online RM: If you have purchased a subscription to AnySite Online RM, the following additional or different terms apply:
a. Subscriptions are available on an annual basis only. Annual subscription to AnySite Online is included without additional fee.
b. You may use the data only for the geographic area for which you are licensed, even if Mapinfo allows you access to a larger geographic area. Use of data
relating to a larger or different geographic area than what is licensed may result in additional fees or suspension of the service.
6. Credit Card Information: Type: ❑ MC ❑ Visa ❑ American Express Card #
Expiration Date:
(Month/Day/Year) Name on Credit Card:
Name of Mapinfo Reseller acting as agent for collection of Mapinfo's Fees (if any): N/A
Signature
NamelTitle:
Date: Email:
Part # Description Geographic License Number of Term of Subscription Amount Due for
Area Type � NU's (Monthly or 1 Year) Initial Term
8ARMPUSWN0000 AnySite Online RM Annual N/A NU 1 1 Year $18,892.00"
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NU 1
NU 1
NU 1
Subtotal $18,892.00*#
Sales Tax Exempt
Total $18, 892.00* �
For monthly subscriptions the amount due for each month after the Initial Term: N/A
The acronym in this column has the following meaning: "NU" means Named User. This license type and its restrictions are set forth in the EULA.
The US AnySite Online Base Subscription provides access to 1990, 2000 census data, current-year estimates and five-year projections, updated consumer expenditure
summary reports, major retail locations, streets, major roads, highways and interstates, city boundaries, water features and points of interest.
� Check box if rider or amendment containing additional terms is attached. The above prices are valid forty-five (45).c�ays from 8/24/2007.
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' ASSI�TANT Y ATTORNEY
Mapinfo Corporation Online Service Agreement ("Agreement")
(This Agreement is 3 pages)
IMPORTANT: DO NOT USE THIS ONLINE SERVICE UNTIL YOU HAVE READ AND AGREED
TO THIS SERVICE AGREEMENT
This is a legal agreement between you, the on-line service subscriber, and Mapinfo Corporation
("Mapinfo"). By using this on-line service you are consenting to the terms of this Agreement. If
you do not agree to the terms of this Agreement, DO NOT USE THIS ON-LINE SERVICE.
1. DEFINITIONS/GENERAL: As used in this Agreement, "Service" means Mapinfo's AnySite
Online, a map creation and demographic report writing service. "Subscriber" means the individual
who is registered to use the Service, who has an individual User ID and password to gain access
to the Service. "Permitted OutpuY' means maps and pre-formatted demographic reports created
by the Subscriber using the Service. "Third Party Licensor(s)" means any party that has licensed
to Mapinfo the right to include its proprietary computer programs or data in Mapinfo's software or
data products that are used in providing the Service. "Order form" means the form that a
prospective Subscriber must complete in order to register for the Service and become an actual
Subscriber. "Subscription Period" means the period of time, selected by Subscriber in the Order
form, during which Subscriber will have access to the Service. Where used herein the term "You"
or "you" shall refer to the Subscriber.
2. BACKGROUND: Your Subscription to the Service will provide you with unlimited access to the
Service, for the duration of your Subscription Period, for purposes of creating an unlimited
number of maps and pre-formatted demographic reports. Access may be limited, especially
during peak times. A subscription license is required for each user having access to the Service.
3. LICENSE AND RESTRICTIONS: In consideration of the subscription fees paid, Mapinfo
hereby grants to Subscriber a limited, non-exclusive, non-transferable, license to use the Service
during the Subscription Period and for a single Subscriber only ("Subscription"). If you wish to
obtain access for more than one user, you must purchase a Subscription to the Service for each
additional user needing access. Under no circumstance may you allow a greater number of users
to access the Service at any one time than the total number of Subscriptions for which you have
paid. A Subscription may not be shared or used concurrently. The Service shall be used
solely by Subscriber for its own business purposes so long as such business purposes do not
include generation of revenue from the sales of Permitted Output created by the Subscriber using
the Service. Permitted Output may be used by the Subscriber for its business purposes, including
use in its own research and marketing efforts in support of sales of its own services or products,
including provision of the Permitted Output to potential third party purchasers of Subscriber's own
products and services so long as such third parties agree not to resell, sublicense or otherwise
disclose any of the Permitted Output in any form and agree to use the Permitted Output only for
the purposes of evaluating its decision to purchase Subscriber's products or services. You agree
to use reasonable efforts to protect against unauthorized use of the Service. All rights not
specifically granted in this Agreement are reserved by Mapinfo.
3.1 UNLESS OTHERWISE EXPRESSLY PERMITTED HEREIN YOU MAY NOT: (1) make
derivative works including but not limited to translations, adaptations, arrangements or any other
alteration (each of which would become the property of Mapinfo or its Third Party Licensors, as
applicable) of the Permitted Output; (2) sell, rent, lease or lend access to the Service; (3) sell,
rent, lease, lend or otherwise license Permitted Output for revenue; (4) allow another person or
entity to use your individual user ID and password; (5) place any Permitted Output on the Internet
or any similar external network or network service or enter into any reseller, distribution or third
party arrangements for distribution of Permitted Output such as, but not limited to, electronic, on
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line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior
written agreement with Mapinfo.
4. TERM AND TERMINATION: The Term of the license granted herein shall be for the
Subscription Period you select in the Order Form. Upon expiration of the Subscription Period,
Subscriber must discontinue all use of the Service. If you fail to comply with any provision of the
Agreement at any time, termination is automatic, without notice and without refund from Mapinfo,
and without the necessity for recourse to any judicial authority. Upon termination for default, you
must cease all use of the Service. Mapinfo may also enforce its other legal and equitable rights.
You may terminate or cancel your Subscription at any time. You understand and agree that
cancellation of your Subscription is your sole right and remedy with respect to any dispute with
Mapinfo. Mapinfo reserves the right to discontinue providing the Service at any time. Your sole
remedy with respect to Mapinfo's discontinuance of the Service will be a pro-rata refund of
Subscription fees paid.
5. SHARING OF SUBSCRIBER USER ID AND PASSWORD: You are responsible for
safeguarding the use of your individual User ID and password. In the event it is discovered that
your individual User ID and password is also being used by another person or entity other than
the Subscriber, Mapinfo in its sole discretion, may terminate your Subscription immediately
without refund or bill you for another Subscription.
6. SUBSCRIBER REPRESENTATION: Subscriber represents that it is not an automobile
manufacturer or dealer and is not an owner or marketer of lists of names and addresses or a
provider of "list hygiene" services. This section is only applicable if Subscriber has elected
Mapinfo Demographics as the Third Party Licensor.
7. DISCLAIMER REGARDING THE SERVICE: THE SERVICE IS PROVIDED "AS IS." EXCEPT
AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, MAPINFO MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICE, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, MAPINFO MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICE. THE ENTIRE RISK AS
TO THE USE OF THE SERVICE IS ASSUMED BY YOU. MAPINFO PROVIDES THE SERVICE
ON A COMMERCIALLY REASONABLE BASIS. MAPINFO RESERVES THE RIGHT TO
INTERRUPT ACCESS TO THE SERVICE AT ANY TIME TO CONDUCT ROUTINE AND
EMERGENCY MAINTENANCE AS NEEDED AND THEREFORE MAPINFO DOES NOT
GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT ALL TIMES.
DUE TO THE INHERENT NATURE OF THE INTERNET, MAPINFO DOES NOT GUARANTEE
UNINTERRUPTED OR ERROR-FREE SERVICE AND DOES NOT GUARANTEE THAT
SUBSCRIBERS WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIME OR
LOCATIONS OF THEIR CHOOSING OR THAT MAPINFO WILL HAVE ADEQUATE CAPACITY
FOR THE SERVICE AS A WHOLE OR IN A SPECIFIC GEOGRAPHIC AREA. ACCESS MAY
BE LIMITED, ESPECIALLY DURING PEAK TIMES. IN NO EVENT SHALL MAPINFO BE
LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE
EFFECTIVENESS OR ACCURACY OF THE SERVICE OR FOR ANY SPECIAL, DIRECT,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR
OCCASIONED BY YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY DISPUTE WITH MAPINFO IS THE CANCELLATION OF YOUR
SUBSCRIPTION AS DETAILED ABOVE IN SECTION 4. IN THE EVENT THE FOREGOING IS
FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY
AGREE THAT MAPINFO'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION
WITH THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR - ,
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OTHERWISE SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE
SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH
RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU.
8. ACKNOWLEDGMENT: You acknowledge that you have read this LIMITED WARRANTY,
understand it, and agree to be bound by its terms and conditions. You also agree that: (1) No oral
or written information or advice given by Mapinfo, its dealers, distributors, agents or employees
shall in any way increase the scope of this Limited Warranty, and you may not rely on any such
information or advice. (2) Unless a written governing agreement signed by you and Mapinfo
exists, this Agreement is the complete and exclusive statement of agreement between Mapinfo
and you, and supersedes all proposals, oral or written, and any other communications you may
have had prior to purchasing your license.
9. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Texas. You
agree to the exclusive jurisdiction of state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas — Fort Worth Division, for resolution of any
dispute related to this Agreement.
10. MISCELLANEOUS: A party's waiver of a breach or a default by the other party does not
constitute a waiver of any succeeding breach of the same or any other provision. A party's delay
or omission to exercise or avail itself of any right, power, or privilege will not operate as a waiver
of any right, power or privilege by such party. This Agreement constitutes the entire agreement
between the parties with regard to the subject matter of the Agreement. The parties may not
change the terms of this Agreement except by a writing signed by both parties.
Special Conditions Rider ("Rider") modifying the Pitney Bowes Mapinfo
Software and Data Products Agreement and Order Form between Pitney
Bowes Mapinfo ("Pitney Bowes Mapinfo") and the City of Fort Worth, Texas
("Customer")
The printed Mapinfo Software and Data Products Agreement and Order Form between Pitney
Bowes Mapinfo and Customer, dated Sc p�tmber 2�i, Zoo7 (the "AgreemenY') is hereby
made subject to the additional or amended terms and conditions set forth below. Any
inconsistency between the Agreement and this Rider shall be resolved in favor of this Rider.
In consideration of the discount provided by Pitney Bowes Mapinfo to the City of Fort Worth,
Texas for the 12 month subscription to AnySite Online With Retail Modeling, the City of Fort
Worth agrees to the following activities:
1.) Designate a person as the contact to provide general information and possible quotes to
support press releases;
2.) Provide information in a case study effort if requested;
3.) Designate a person as the contact to provide general information in public relations
activities (PR) such as speaking with editors/ journalists concerning the use of the
Mapinfo technology within the City's Economic Development Department and realm of
influence;
4.) Agree to participate as a featured speaker for webinars and conferences if possible
(schedule and opportunities to be agreed upon by Pitney Bowes Mapinfo and Customer);
5.) Designate a person as the contact to function as a reference for prospective clients
interested in purchasing similar Mapinfo products to be referred to you to tell them what
Fort Worth's experience is with Mapinfo products;
6.) Other marketing/promotional activities that are mutually agreed upon.
The Agreement, as amended by this Rider, constitutes the entire Agreement of the parties with
respect to the subject matter hereof, and any further riders, amendments or addenda must also
be in writing, executed by authorized representatives of both parties. The terms and conditions of
this Rider supersede any conflicting terms and conditions in the Agreement. Except as set forth
in this rider, all terms and conditions in the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Rider to be executed on the date set forth
below, and the persons signing represent and warrant that they are duly authorized to sign on
behalf of the respective parties.
The City of Fort Worth, Texas
("Cu t¢ er") `
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Name: Dale Fisseler, P.E.
Title: Assistant Citv Manager
Date: � � � V
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