Genesys Parcel Data Agreement
DATA LICENSE AGREEMENT
This Genesys Data License Agreement (this “Agreement”) is entered into by and between Genesys International, a company organized under the laws of the state of Florida, with an address at 2566 SW Westfield St., Port St Lucie, FL 34953 (“Licensor") and Oceana County Corporation, a company organized under the laws of the state of any state of the United States of America, with an address at 100 State Street, P.O. Box 31, Hart, Michigan 49420(“Oceana”), in order to set forth the terms under which Oceana County will license or otherwise acquire certain geographic, cartographic, infrastructure and related data from Licensor for use by and for the benefit ofOCEANA COUNTY. The parties agree as follows:
- Effective Date and Term; Definitions. This Agreement and the rights granted hereunder will be effective as of the Effective Date, as that term is defined on Exhibit A attached hereto, and will continue in effect for the Term described on Exhibit A, unless earlier terminated or extended as set forth in the Standard Terms and Conditions attached hereto as Exhibit B (the “Standard Terms”). Capitalized terms not otherwise defined on this cover page or in the Standard Terms will have the meanings ascribed to them on Exhibit A.
- Data Acquisition. OCEANA COUNTY is licensing Parcel as described on Exhibit A, for Territory described therein, subject to all rights and restrictions set forth therein.
OCEANA COUNTY pays license fees that are tied to user access of the Licensed Data, as described in more detail on Exhibit A.
For the right to use the Licensed Data and provide the same to its customers, OCEANA COUNTY will pay Licensor the License Fees and other compensation (if any) described above and/or on Exhibit A, in accordance with the payment terms as set forth in the Standard Terms and (if applicable) on Exhibit A.
- Terms of this Agreement. The terms covering this Agreement and applicable to the Licensed Data are those included on this cover page and those set forth in the Standard Terms. This Agreement, along with its Exhibits, contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and writings with respect thereto.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date.
“OCEANA COUNTY"Oceana County
100 State Street, P.O. Box 31
Hart, Michigan 49420
By: ______
Name: ______
Title: ______/ “LICENSOR”
Company:Genesys International
Address: 2566 SW Westfield St
Address: Port StLucie, FL34953
By: ______
Name: _Yancey Molner ______
Title: Vice President______
ConfidentialPage 1 of 6v.20100114
Exhibit A
To Oceana County
Data license Agreement
Terms and Conditions
Effective Date for Agreement and rights to Licensed Map Data (“Effective Date”):
The date counter-signed by the second party.
Term of Agreement (“Term”):
One (1) year which automatically renews unless cancelled 90 days before anniversary date.
Term of License Grant (if different from Agreement Term) (“License Term”):
Map Data Description:
Parcel Data with APNs
Geographic Scope:
United States of America
Associated Levels of Geography
N/A
Copyright Notices and Display of Marks
Genesys attribution provided under Terms of Use
Update Schedule
As available yearly
Parcels
All parcel data in the US with additional parcels being provided as they are added and / converted.
Annual License Fee for Licensed Data (“Annual License Fee”):
$15000.00 USD + 18% annual maintenance fee. First year includes Annual maintenance fee. Maintenance starts in year two (2) ( Jan 1st, 2012)
Excess Transaction Fee (“Excess Transaction Fee”):
Not Required
Additional or special terms (if any) applicable to Licensed Data and its use by OCEANA COUNTY under this Agreement:
-No data maybe sold in whole or in part without express written permission of Genesys.
Payment terms:
Net 30
Exhibit B
To Oceana County
Data license Agreement
Standard Terms and Conditions
1.Data Delivery and Updates. Within twobusiness days after the Effective Date (or at such other time or times as the parties may mutually agree), Licensor will transfer the Licensed Data to OCEANA COUNTY in a ESRI Shapefile format via Download. Thereafter, Licensor will update the Licensed Data in accordance with the Data Update Schedule. If OCEANA COUNTY is already in possession of any or all of the Licensed Data (through other agreements with Licensor), then OCEANA COUNTY may begin using the Licensed Data immediately following execution of this Agreement by the parties hereto.
2.Territory. The initial Licensed Data provided hereunder will be for the Territory as designated on ExhibitA. Licensor will notify OCEANA COUNTYwhen additional geographic areas (i.e., cities, countries or other geographic regions) are added to the Licensed Data. OCEANA COUNTY will also be entitled to request additional geographic areas from Licensor from time to time, in which case Licensor will respond by notifying OCEANA COUNTY that the additional geographic areas are available, or, if not yet available, by notifying OCEANA COUNTY of their unavailability, and then notifying OCEANA COUNTY as soon as they become available. Upon OCEANA COUNTY’s written confirmation (either by responding to a notice from Licensor or by initiating a request for additional geographic areas) that it desires to add additional available geographic areas (and, if necessary, the parties’ written agreement upon the license terms for such additional areas), Licensor will provide OCEANA COUNTY with all necessary map data to add the applicable geographic areas, and the Licensed Data under this Agreement will thereafter include those additional geographic areas. ExhibitA will identify all cities, countries and other geographic regions and all data layers that comprise the Licensed Data under this Agreement, and will be updated from time to time as additional geographic areas are added.
3.License Grant and Ownership.
3.1.License Grant. Subject to any contrary or additional terms on Exhibit A, Licensor hereby grants to OCEANA COUNTY a non-exclusive, North America wide, fully-paid, royalty-free (and, for flat-fee licenses) right and license with full right of license (as described below) to (a) use, store, distribute, transmit, and publicly display, including using it to visually delineate any boundaries, and (b) allow end users to use (and, if necessary, access and display) the Licensed Data as delivered or otherwise provided by or on behalf of Licensor in accordance with this Agreement. For avoidance of doubt, the foregoing grant of rights includes the right for OCEANA COUNTY to show its customers and prospective customers samples of the Licensed Data and examples of the Licensed Data in use by OCEANA COUNTY and its customers, so long as the customer understand the data is owned by Genesys and they will be only licensing on a year over year basis.
3.2.Sublicense Rights. All sublicensing must be approved by licensor on a case by case basis.
3.3.Ownership. Licensor and its licensors own and will retain all right, title and interest in and to the Licensed Data.
4.Confidentiality.
4.1.Protection of Confidential Information. Each party understands and agrees that the terms of this Agreement (including, but not limited to, the pricing and license rights provided to OCEANA COUNTY hereunder) constitute confidential and proprietary information, and neither party will disclose this information to any third parties or any employees not having a need to know the information without the prior written consent of the other party.
4.2.Unauthorized Release of Licensed Data. OCEANA COUNTY agrees that, in the event that OCEANA COUNTY or any third party acting under OCEANA COUNTY’s control negligently causes an unauthorized release of the Licensed Data to a third party, OCEANA COUNTY will be liable for Licensor’s actual damages incurred in remedying the effects of the unauthorized release, subject to the limitations imposed by Section 10 below.
5.Representations and Warranties.
5.1.By the Parties. Each party represents, warrants and covenants that: (a) it is a legal business entity duly organized and validly existing in good standing under the laws of the jurisdiction of its formation; (b) it has full power and authority to enter into and perform this Agreement; (c) in performing this Agreement and its obligations hereunder, it will comply with all applicable laws, rules and regulations; and (d) the person signing this Agreement on its behalf has been properly authorized and empowered to do so.
5.2.By Licensor. Licensor further represents, warrants and covenants that it possesses (through ownership or grant of rights from its licensors) all intellectual property rights in the Licensed Data necessary to permit OCEANA COUNTY to exercise all of the rights set forth in this Agreement, without any third-party claiming payment, infringement, or other compensation for or limitation on use of the Licensed Data by OCEANA COUNTY.
6.Mutual Indemnification. Except to the extent of the negligence or willful act or omission of the party who would otherwise be indemnified hereunder, each party (an “indemnifying party”) will defend, indemnify and hold harmless the other party (the “indemnified party”) and its directors, shareholders, officers, agents, employees, subcontractors, successors and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and costs), and other liabilities arising from, in connection with, or related in any way to (collectively, “Claims”): (a) any breach or alleged breach of any of the covenants, warranties or representations made by the indemnifying party under this Agreement; or (b) any negligent or willful act or omission of the indemnifying party (which will include any such act or omission by its directors, officers, employees or agents) in connection with the performance of this Agreement. For avoidance of doubt, the obligations set forth herein will require Licensor to defend, indemnify and hold harmless OCEANA COUNTY from and against any and all Claims that the Licensed Data infringes upon any patent, copyright, trademark, trade secret or other proprietary right of any third party.
7.Payment Terms.
7.1.Usage Based License. If OCEANA COUNTY has elected a Transaction-Based license on the cover page to this Agreement, then OCEANA COUNTY will pay for use of the Licensed Data in accordance with the Schedule of Transaction Fees attached hereto as Schedule 1. OCEANA COUNTY will pay, in arrears, the applicable License Fees for Licensed Data transactions on a quarterly basis as follows:
(a)At the end of each month during the Term, OCEANA COUNTY will provide Licensor with a report indicating the number of transactions incurred during the calendar month just ended (the “Transactions Report”).
(b)Upon receipt of OCEANA COUNTY Transactions Report, Licensor will invoice OCEANA COUNTY for such transactions in accordance with the Schedule of Transaction Fees, which invoice will be payable by OCEANA COUNTY as set forth below; provided, however, that if at any time Licensor should question the accuracy of a Transaction Report, Licensor will have 90 days in which to exercise its audit right under Section 11 below or Licensor will be deemed to have accepted the Transactions Report and must issue an invoice that reflects the transactions as reported therein.
7.2.Flat Fee License. If OCEANA COUNTY has elected a Flat-Fee license on the cover page to this Agreement, then (subject to any additional or special terms set forth on Exhibit A) Licensor will invoice OCEANA COUNTY for the License Fees due hereunder upon the Effective Date of this Agreement, and/or at such other time or times as required by the terms of the flat-fee license.
7.3.Licensor Invoices. Each Licensor invoice properly submitted hereunder will be due and payable (except for amounts disputed by OCEANA COUNTY) by OCEANA COUNTY within 30 days after the date that OCEANA COUNTY receives the invoice. Any disputed amounts will not affect payment of non-disputed amounts.
8.Termination.
8.1.For Breach. Either party may terminate this Agreement in the event that the other party materially breaches any provision of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party describing in detail such breach, or, if the breach is not immediately susceptible to cure, fails to commence reasonable efforts toward a cure within such 30 day period.
8.2.Effect of Termination.
(a)Transaction-Based License. If OCEANA COUNTY has elected a transaction-based license on the cover page to this Agreement, then upon termination of this Agreement all right of OCEANA COUNTY to access and use the Licensed Data will cease, and OCEANA COUNTY will cease to provide transactions that require the Licensed Data
9.(reserved)
10.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH PARTY WILL BE LIABLE TO THE OTHER PARTY ONLY FOR DIRECT DAMAGES THAT PROXIMATELY RESULT FROM A BREACH OF THIS AGREEMENT, AND NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF $500,000 AND THE TOTAL AMOUNT OF THE LICENSE FEES PAID TO LICENSOR BY LICENSEE HEREUNDER DURING THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
11.Audit Right. Licensor will have the right, to be exercised not more than once in any 12 month period, to audit OCEANA COUNTY’s books and records relevant any Transactions Report submitted hereunder, provided that Licensor notifies OCEANA COUNTY within ninety (90) days after receipt of the Transactions Report that is being questioned. Any audit conducted hereunder will take place at OCEANA COUNTY’s offices only during OCEANA COUNTY’s normal business hours and upon at least five (5) business days’ prior notice to OCEANA COUNTY. In addition, Licensor’s audit right will be limited to an evaluation of OCEANA COUNTY’s data and systems used for tracking transactions and providing the Transactions Reports. In addition, all information reviewed, obtained or otherwise learned by Licensor in connection with its performance of any audit hereunder is and will remain the confidential information of OCEANA COUNTY and its business partners, and Licensor will only use such information in order to conduct its audit and review under this paragraph, and under no circumstances will Licensor disclose this information to any third party or make any other use of this information whatsoever.
12.Assignment. Neither party may assign or subcontract any right in or obligation arising under this Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided, however, that a party will be entitled to assign this Agreement to an entity that acquires all or substantially all of that party’s assets or business relating to the subject matter of this Agreement. This Agreement will be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors and permitted assigns.
13.Notices. Except where provided otherwise, notices hereunder will be in writing and will be deemed to have been fully given and received when delivered by hand, sent by nationally recognized overnight courier, or sent by registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the offices of the respective parties at the addresses set forth by the parties’ signatures on the cover page of this Agreement.
14.Survival. The provisions of Sections 3.3, 4, 5, 6, 8.2, 10, 11, and 16, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, will survive and continue in full force and effect after any termination or expiration of this Agreement.
15.Publicity. Neither party will issue any press release, public statement or other form of publicity relating to this Agreement or to the relationship of the parties hereunder without the prior written consent of the other party; provided, however, that OCEANA COUNTY will be entitled to include Licensor’s name and logo in its marketing materials, and to identify Licensor in any list of companies whose data is licensed by OCEANA COUNTY.
16.Governing Law. This Agreement and the transactions it contemplates will be governed by Florida law, without reference to rules regarding conflicts of law.
17.Additional General Terms. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way. No modification or alteration of this Agreement will be effective unless made in writing and signed by Licensor and OCEANA COUNTY. No waiver by OCEANA COUNTY of compliance with or a breach of any provision of this Agreement will be valid unless provided in writing, and no individual waiver will constitute a continuing waiver of any provision of this Agreement. This Agreement may be executed in multiple counterparts, each of which will constitute an original and all of which together will constitute one instrument.