HomeMy WebLinkAboutContract 43165 (2)Onfogroup
"Effective Date": 4/15/12
•
LICENSE AGREEMENT
CITY SECREIARYCONT CT NO.
ReferenceUSA Division
Phone: 800-808-1113
Fax: 866-511-4691
This License Agreement (the "Agreement") is entered into on the Effective Date between the following parties:
Full Company Name
Principal Place of Business
(address/city/state/zip)
Main Business (billing) Telephone Number
Main Contact Name
Main Contact Phone Number
Main Contact Email Address
Technical Contact Name
Technical Contact Email Address
Contact for Notice
Address for Notice
(address/city/state/zip)
CLIENT
Fort Worth Public Library
500 West 3rd St
Fort Worth, TX 76102
817-3 92-773 5
Amy Bledsoe
817-392-8049
amy.bledsoe afortworthlibraiy.org
Infogroup
Infogroup Inc. ("Infogroup")
1020 E. 1 St St.
Papillion, NE 68046
402-593-4500
Mitch Eberle
800 808 1113 x 61400
mitch. eberleginfogroup. com
Same as Main Contact
Same as Main Contact
Corporate Counsel
1020 E. 1 St St.
Papillion, NE 68046
Infogroup provides access to its database(s) through its reference website and research products. The data accessed via the reference website and
research products shall be considered "Licensed Data" hereunder. The Licensed Data, reference website and research products are collectively the
"Products". Client desires that Infogroup provide Client with access to the Products as set forth herein, on the terms and conditions described in this
Agreement. Infogroup and Client agree as follows:
1. Term: The term of this Agreement shall begin on the Effective Date and shall extend for one (1) year (the "Initial Term"), unless extended
or earlier terminated in accordance with the Agreement. This Agreement may be extended for additional periods of one (1) year each (a "Renewal
Term") following the conclusion of the Initial Term and each Renewal Term, if any, thereafter, unless terminated prior to such extension. If either
party does not want the Agreement to extend at the conclusion of a term, then such party shall give the other party written notice to that effect not
less than thirty (30) days before the expiration of the existing term.
2. License and Use of the Products: Infogroup grants Client a limited, non-exclusive, non -transferable license to use the Products for
research and reference purposes in accordance with all applicable federal, state and local laws, statutes, rules, regulations and ordinances ("Laws").
Client and any users who are authorized under the terms of this Agreement ("Users") are expressly prohibited from (i) sublicensing or reselling the
Products, provided however that Client's offering use of the Products to its library patrons in accordance with the terms of this Agreement shall not
constitute prohibited sublicensing; (ii) using or knowingly allowing third parties to use the Products for the purpose of compiling, enhancing,
verifying, supplementing, adding to or deleting from any mailing list, geographic or trade directories, business directories, classified directories,
classified advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third party; (iii)
using the Products in any manner not specifically authorized in this Agreement or offering it through any third party; (iv) disassembling,
decompiling, reverse engineering, modifying or otherwise altering the Products or any part thereof; or (v) printing, downloading, reproducing,
copying or scraping data from the Products, except as permitted by the printing or downloading commands of the Products as specified on Schedule
A. Client acknowledges that the Products may be accessed through linkage to the Infogroup's reference web site, and that all Users, other than the
Client and its employees, accessing the reference website do so subject to the terms and conditions stated therein. Client further acknowledges that
in accessing the Products via the Infogroup's reference web -site, Client and its employees shall be subject to terms and conditions stated therein
unless such terms and conditions conflict with the terms and conditions contained in this Agreement, in which case the terms and conditions
contained in this Agreement shall prevail. Infogroup reserves the right to modify the terms and conditions located on the reference website at any
time.
3. Networking, Multiple and/or Simultaneous Use: The Products cannot be loaded onto a server that reaches outside the walls of the
immediate room or research facility of Client. If networking, multiple or simultaneous use is authorized on Schedule A, Client will pay additional
Fees based on Client's estimated population. If additional Users are added, Client will provide written notice to Infogroup and will pay Infogroup
additional fees within thirty (30) days based on the number of additional Users.
4. Fees. Client shall pay Infogroup the non-refundable annual subscription fees ("Fees") listed in Schedule A attached hereto. For any
Renewal Term, Client shall pay the Fees listed in Schedule A to Infogroup within thirty (30) days of the anniversary of the Effective Date of each
Renewal Term. The Fees due for Renewal Terms are subject to change. Infogroup shall provide Client with notice of any increase in fees at least
sixty (60) days prior to the beginning of the Renewal Term.
5. Termination: Either party may terminate the Agreement if the other party materially breaches any term or condition of the Agreement and
fails to remedy such breach within thirty (30) days after written notice of such breach; or becomes subject to any receivership, insolvency,
bankruptcy, moratorium or similar proceeding for more than thirty (30) days. Infogroup may immediately terminate this Agreement if Licensee
causes or facilitates any unauthorized use or distribution of the Infogroup Data provided however that Client providing access io its library patrons
in accordance with the terms of this Agreement shall not constitute unauthorized use or distribut. oQrptCIA i . � !Oltis Agreement for any
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CITY SECRETARY
FT. WORTH, TX
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reason Licensee shall cease any and all use of the Products and ensure that all copies of the Products and any related data and information is deleted
from its computers and, if applicable, returned to Infogroup no later than five (5) days after termination of this Agreement.
6. Responsibilities: Client agrees and warrants that it will use the Products in strict compliance with all applicable Laws and further
acknowledges that it is Client's sole responsibility to determine the applicability of such Laws. Client shall be responsible for any direct damages to
the extent such damages arise out of or relate to the following (a) the use of the Products by Client or its employees; (b) the negligence or willful
misconduct of Client or its representatives in the performance of Client's obligations under this Agreement; and (c) any claims related to use of the
Products in violation of the terms of this Agreement or applicable Laws. Infogroup shall indemnify, defend, and hold harmless Client from and
against any and all damages, to the extent such damages arise out of or relate to the following: (a) the gross negligence or willful misconduct of
Infogroup or its representatives in the performance of Infogroup's obligations under this Agreement; or (b) any claims that Client has violated or
infringed the intellectual property rights of any third party in the use of any Product provided to Client under this Agreement or in the use of any
Product as permitted by this Agreement.
Infogroup agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Client for infringement of any patent, copyright,
trade secret, or similar property right arising from Client's use of the Products in accordance with this Agreement. Infogroup shalt have the sole right
to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim,
and Client agrees to cooperate with it in doing so. Client agrees to give Infogroup timely written notice of any such claim or action, with copies of all
papers Client may receive relating thereto. If the Products or any part thereof are held to infringe and the use thereof is enjoined or restrained or, if as
a result of a settlement or compromise, such use is materially adversely restricted, Infogroup shall, at its own expense and as Client's sole remedy,
either: (a) procure for Client the right to continue to use the Products; or (b) modify the Products to make them non -infringing, provided that such
modification does not materially adversely affect Client's authorized use of the Products; or (c) replace the Products with equally suitable,
compatible, and functionally equivalent non -infringing products at no additional charge to Client; or (d) if none of the foregoing alternatives is
reasonably available to Infogroup, terminate this Agreement and refund to Client the payments actually made to Infogroup under this Agreement.
7. Warranty; Limitation of Liability. Neither Infogroup nor any of its information or service providers assures or warrants or assumes any
liability for the correctness, comprehensiveness or completeness of any Product. The Products are provided on an "AS IS" basis. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, INFOGROUP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO
CLIENT OR TO ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE
MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OR RESULTS TO BE
DERIVED FROM THE USE OF ANY LICENSED DATA, PRODUCTS, SOFTWARE OR OTHER MATERIALS PROVIDED UNDER THIS
AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER INFOGROUP NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT OR TO
ANY 'THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR
"COSTS OF COVER" (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCURING SUBSTITUTE PRODUCTS) WHICH ARISE OUT
OF THE PURCHASE, SALE AND/OR USE OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY OF SUCH DAMAGES
ARISING OUT OF OR IN CONNECTION WITH MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS OF
DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN
ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF
SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. Client further acknowledges that, save and except damages related to
claims for infringement of the intellectual property rights of third parties, Infogroup's maximum aggregate liability to Client under any legal theory
(including negligence) for damages arising directly or indirectly out of the licenses granted herein and/or use of the Products will not in any event
exceed an amount equal to the Fees actually paid by Client hereunder.
8. Governing Law. The validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of
Nebraska without regard to its conflict of laws rules. All legal proceedings relating to the subject matter of this Agreement shall be maintained in the
state or federal courts sitting in Douglas County, Nebraska and each party agrees that jurisdiction and venue for any such legal proceedings shall lie
exclusively with such courts. Notwithstanding the foregoing, Infogroup acknowledges that governmental entities are governed by the laws of
the state in which they are organized. As such Infogroup waives enforcement of the portion of this Agreement which requires the use of
Nebraska law and Nebraska courts, where Client is a governmental entity.
9. Intellectual Property Rights. Infogroup shall be the sole and exclusive owner of all right, title and interest in and to the Products. Except
for the limited license granted to Client hereunder, nothing in this Agreement shall be deemed to grant license rights, ownership rights or any other
intellectual property rights in any materials owned by Infogroup.
10. Assignment and Binding Effect. Neither party may assign this Agreement without prior written consent of the other party. This
Agreement shall be binding upon and shall benefit the parties and their respective successors and permitted assigns.
11. Non -Solicitation. During the term of this Agreement and for twelve (12) months thereafter Infogroup and Client shall not directly or
indirectly solicit for employment any person employed then or within the preceding twelve (12) months by the other party, without the other party's
consent in writing. The foregoing prohibition does not include general public solicitations for employment.
12. Notices. Any notices to be given hereunder, including any notice of a change of address, shall be in writing and shall be deemed validly
given if (a) delivered personally; (b) sent by overnight or second day express delivery service; or (c) sent by registered or certified mail, postage
prepaid, return receipt requested and addressed to such party at the address indicated for such party on the first page of this Agreement or at such
other address as a party may indicate in a written notice to the other party.
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13. General. No amendment of this Agreement shall be valid unless it is in writing and signed by both parties. No waiver of any provision of
this Agreement shall be valid unless it is in writing and signed by the party making the waiver. Any waiver of a breach or observance of any
provision of this Agreement shall not be construed as a waiver of any subsequent breach. The provisions of Sections 3, 5, 6, 7, 8, 9 and 11 shall
survive any expiration or termination of this Agreement. If any provision of this Agreement shall be determined by any court of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be
construed as if such invalid or unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as possible
the parties' original intent.
14. Entire Agreement. This Agreement constitutes the entire agreement betwee be parties regarding the subject matter hereof and supersedes any
prior agreements between the parties regarding such subject matter.
IN WITNESS HEREOF, the parties' duly authorized representatives have execute u this' • greement on the Effective Date.
Fort Worth Public Li ary, CLIENT / Infogroup Inc.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Rev 1.21.11
3
SCHEDULE A
AUTHORIZED USE & SPECIAL TERMS
ACCOUNT/BILLING PHONE NUMBER: 817-392-7735
CLIENT NAME: Fort Worth Public Library
INITIAL TERM: one (1) year beginning on 4/15/2012 and expiring on 4/15/2013.
Client agrees to purchase the Products selected below during the Initial Term of the Agreement In consideration for the Products Client shall pay
Infogroup an annual Fee of $35,478 within thirty (30) days of the Effective Date.
The Fees due for Renewal Terms are subject to change. If the Fees for a Renewal Term will change from the Initial Term or a previous Renewal
Term (if applicable) Infogroup will provide Client with notice of such change at least sixty (60) days prior to the beginning of the Renewal Term.
Purchase Order Number (where applicable):
Authorized Use: Subject to the terms and conditions of the Agreement, Client's subscription includes access to the following Products:
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Products
ReferenceUSATM - US Businesses
ReferenceUSATM - US Standard White Pages
ReferenceUSATM - US Health Care Providers
ReferenceUSATM - Canadian Businesses
ReferenceUSATM - Canadian White Pages
ReferenceUSA TM - New Businesses
ReferenceUSA TM- New Movers/ New Homeowners
ReferenceUSA TM- US Consumers/Lifestyles
Government PowerFinderTM
SecureUSA
Number of Prints/Downloads for Internal Access
Number of Prints/Downloads for Remote Access
Number of Authorized Users
Network to
workstations
within the
Stand Alone main location
n
n
n
n
s
X
C
n
n
n
100
50
Network to
additional Remote
sites Access*
n
n
rs
X
n
n
0
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Technical support and staff training (on -site or via conference call) are included in Client's subscription and are available upon Client's request.
*Remote Access for public libraries is for patrons' personal non-commercial use only.
Account Access Description & Special Terms (if applicable):
Upon subsequent years of renewal, the maximum renewal increase will be 3% for the ReferenceUSA database "as is."
Infogroup does have your tax-exempt certificate on file; thus, no taxes will apply.
If Client is tax exempt, please fax tax exempt certificate to (402) 596-7688.
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