Okaloosa County BOCC — July 7, 2015 — Google Agreement 06-2016 — reading text

agreement and documents submitted under this agreement. 7 TERM AND TERMINATION. 7.1 License Term. The license granted in Section 2,1 (License): (I) in respect of Basic Content, will commence on the Effective Date and will be perpetual and irrevocable; and (Ii) in respect of Enhanced Content, will commence on the Effective Date and will continue for the Term. https:llpartnercontracts.google.comlreview!ahZzfml vY2EtaGR yLWI pZ3JhdGJ vb iO zckcLEghD b2 SOcmFjdBj7JAEMCxIIQ29udHJhY3QYkcs... 613012015 Contract between Google and Okaloosa County Transit Page 3 of5 7.2 Term. This agreement will begin on the Effective Date and continue until terminated in accordance with this agreement (the "Term"). 7.3 Termination. Either party may terminate this agreement for convenience with 30 days prior written notice to the other party. Google may terminate this agreement immediately upon written notice to Licensor If Licensor breaches its representations and warranties in Section 4 of this agreement (Warranties and IndemnitIes). Google may terminate this agreement upon seven days' prior written notice to Licensor if Google determines that the Licensed Content fails to meet Google's quality standards or technical specifications. 7.4 Effects of Termination. When the agreement terminates: (a) Licensor will cease providing Google with Licensed Content and, If applicable, provide an empty feed to Google using the delivery mechanism described in Section 3.1 (Delivery) to replace the Licensed Content; (b) Google may continue to use Basic Content and Licensor Marks in accordance with the terms of this agreement; and (c) Google will use commercially reasonable efforts to cease display ofthe Enhanced Content to end users within 120 days after termination (and, If applicable, provision of the empty feed), but: (i) any sublicenses that Google grants during the Term will continue for the remaining term of the applicable sublicense, and (li) to the extent that the Enhanced Content Is Incorporated in any fixed media (for example, DVDs) during the Term, Google is not required to recall that fixed media. 7.5 Survival. Sections 2 and 4 through 8 will survive any termination or expiration of this agreement. 8 MISCELLANEOUS. 8.1 Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and primary point of contact. Notice will be deemed given (a) when verified by written receipt If sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email. 8.2 AsSignment. Neither party may assign or transfer any part of this agreement without the written consent of the other party, except to an affiliate but only If (a) the assignee agrees in writing to be bound by the terms of this agreement and (b) the assigning party remains liable for obligations under the agreement. Any other attempt to transfer or assign Is void. 8.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), (a) the party experiencing the change of control will provide written notIce to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this agreement any time between the change of control and 30 days after it receives the written notice in subsection (a). 8.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control. 8.5 No Waiver. Failure to enforce any provision will not constitute a waiver. 8.6 Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose. 8.7 No Agency. The parties are independent contractors, and this agreement does not create an agency, partnership or jOint venture. 8.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this agreement. 8.9 Equitable Relief. Nothing in this agreement will limit either party's ability to seek equitable relief. 8.10 Governing Law. This agreement Is governed by California law, excluding California's choice of law rules. FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA. 8.11 Amendments. Any amendment must be in writing and expressly state that it is amending this agreement. 8.12 Counterparts. The parties may execute this agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument. 8.13 Entire Agreement. This agreement Is the parties' entire agreement relating to Its subject and supersedes any prior or contemporaneous agreements on that subject. https:l/partnercontracts.googJe.com/review!ahZzfml vY2EtaGR yL WI pZ3JhdGI vb iO zckcLE ghD b250cmFjdBj71AEM CxII Q2 9udHJhY3QYkcs... 6/30/20 IS Contract between Google and Okaloosa County Transit Page 4 of5 EXHIBIT A The Licensed Content will include the transit information described in this Exhibit for the Licensor network. Part 1: Basic Content Static Data 1. Location and further details of transit stops. 2. Details of public transport lines & routes. The Licensed Content will include the information set out at g.co/transltfeed. Part 2: Enhanced Content Static Data Scheduled service times including trip and timetable information (if the network doesn't operate with timetables: frequencies of the trips and operation times). The Licensed Content will include the Information set out at g.co/transitfeed. Licensor will use reasonable efforts to ensure that service frequency data covers at least the 4 weeks from and Including the date that It Is made available to Google. Real-Time Data (Optional) Where available: 1. a fist of trip updates; 2. a fist of servIce alerts; and 3. a list of vehicle positions or other real time data. The Licensed Content shall Include the informatIon set out at g.co/transitfeed. Licensor will use reasonable efforts to make real-time data available to Google within 90 seconds of such data becoming available In Licensor's database. (Last Revised August 7, 2014) Signatory Information Note: Please review your company details and amend accordingly. If the legal name if your company is incorrect, please advise your Google contact who will arrange for this to be amended. PLEASE DO NOT ACCEPT THIS ONLINE CONTRACT AGREEMENT IF YOUR DETAILS ARE INCORRECT. Co~tractlng Okaloosa County Transit Entity: Uri: Name:" IJanet Willis You wiff be the signatory to the following agreement Title:" ITransit Coordinator/Granl Email:" liwillis@co.okaloosa.fl.us I Address:" Country:" IUnited States Phone: Fax: Accept Agreement Note: If you are accepting on behalf of your employer or another entity. you represent and warrant that you have fuJI legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please do not click the "Accepted and Agreed" button below. o By checking this box, I am accepting this Agreement on behalf of the entity Okaloosa County Transit. I represent and warrant that (a) I have full legal authority to bind the entity to this Agreement, (b) I have read and understand this Agreement, and (c) I agree to all terms and conditions of this Agreement on behalf of the entity that I represent. https:l/partnercontracts.googi e.comlreview/ahZzfin 1v Y2EtaGRyL WI pZ3JhdGlvbiOzckcLEghDb250cmFjdBj71AEMCxIIQ29udHJhY3Q Ykcs... 6/30/20 IS