Okaloosa County BOCC — July 15, 2014 — imap agreement — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: Tracking Number: [018 -/ ais Grant Funded: YES NO_X Contractor/Lessee Name:__- MV A? {Nu (temocle, ss Sone ee be bree a ) patefterm: eyo - Mo pdyece ma 1. LJ Greater THAN $50,000 O Amount: Lt, “LO... 0 2. L] GREATER THAN $25,000 Department:_~1_D D 3, LV $25,000 or Less Dept. Monitor name raeden | Ledeen Document has been reviewed and includes any attachments or exhibits. Purchasing Review Procurement requirements 3 Tad Purchasing aimee Desig nee Se aii “ Mads dc dc Risk Management Review Approyed CONT. Z ert Date: Uf. 2f) ¢ sa or designee (rag. fern ) County Attorney Review Approved as writ _ l= I-l¥ Qoat ” Or_) Date founty Attorhey Ksresorst - = +o Rai Rowing Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager Okaloosa County Crestview, FL 32536 Board of County Commissioners REQUISITION 850-689-5960 VENDOR 1. This form DOES NOT constitute an order. NOTE: 2. Please quote unit and extended price. PAGE 1 3. Indicate availability. —- 4. Print or stamp company name, address and phone number on each page. REQUISITION _R1401634 REQUESTED} REQUIRED APPROVAL TDC-CC BUYER 06/05/14 06/05/14 CONFERENCE CENTER DENNIS SHIP TO TDC-CC VENDOR 21400246 EMERALD COAST CONVENTION IMAP MULTIMEDIA INCORPORA 1250 MIRACLE STRIP PKWY S PO BOX 669 FT WALTON BEACH FL 32548 VANCOUVER, BC ATTN: PEGGY VON 2E0O CANADA FREIGHT DESTINATION LN/ST COMMODITY STOCK NO QUANTITY UOM UNIT PRICE EXTENSION THE END USER|WILL BE ABLE TO SE CONVENTION CENTER AND GHT AN OV: VIEW OF THE HNTIRE FACIUITY AS SPACE CAPACITIES AND CENTER PHO SHOULD PROVIDE TDD/ECCC |STAFF W RIGHTS WHICH |ALLOW STAFH TO UPL PHOTOGRAPHY AND INFORMATION. S INTERACTIVE GIVING THE TIDD/ECCC E A 3D MODEL OF TOGRAPHY. DFTWARE MUST BE THE ERALL COMPREHENSIVE WELL AS SEE MEETING SOFTWARE [ITH ADMINISTRATIVE DAD MEETING SPACE TRULY STAFF THE ABILITY TO CUSTOMIZE THE ALLOW THEM Td THE CENTER. IN ADDITION, VIRTUAL TOUR FOR ENVISION THEIR OW. CLIENTS IN AN EFFORT TO N EVENT TAKING BLACE AT A CLIENT SHOULD BE ABLE TO REQUEST INFORMATION (GENERATE A THE SOFTWARE WE SEEK A SOFTWA PROVEN HISTORY OF WORKING WITH CONVENTION CENTERS AND GAN PROV REQUEST. 1.00 JOB EVENT SPACE PRESENTATION SOFTWARE WHICH ALLOWS CREATION OF A VIRTUALTOUR/ INTERACTIVE Ol 02 1.0Q JOB ANNUAL SUPPORT AND MAINTENANCE FOR SOFTWARE 1174 Loh 552801 git h a5 appre Tig T fo gt SO he Fore 7 vp fyomnt LEAD) RE COMPANY THAT AT LEAST 5 MAJOR IDE REFERENCES U 9,800.0000 FLOOR PLAN. 1,960.0000 board to WITHOUT LEAVING HAS A PON 9,800.00 1,960.00 11,760.00 PAGE TOTAL 11,760.00 SOFTWARE LICENSE AGREEMENT THIS IS A SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) BETWEEN IMAP MULTIMEDIA INCORPORATED (“LICENSOR”) AND THE EMERALD COAST CONVENTION CENTER (“LICENSEE”) WHICH GRANTS TO LICENSEE A LICENSE TO USE EVENT SPACE PRESENTATION SOFTWARE OR ESP SOFTWARE (“SOFTWARE”). LICENSOR IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE SOFTWARE ACCORDING TO THIS AGREEMENT ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS IN THIS AGREEMENT. 1. LICENSH. Subject to the terms and conditions of this Agreement (including LICENSEE's obligation to pay the applicable fees for the SOFTWARE as laid out in the Statement of Work described in the accompanying Emerald Coast Convention Center ESP Price Proposal.pdf), LICENSOR grants to LICENSEE a license to use the SOFTWARE for the purpose of presenting their facility and individual meeting rooms and uploading information and files solely by accessing LICENSOR’s server on which the SOFTWARE resides (“SERVER”) in accordance with the limitations set forth below. 2, RESTRICTIONS. LICENSEE acknowledges that the SOFTWARE and its structure, organization and source code constitutes valuable trade secrets of LICENSOR. Accordingly, LICENSEE agrees not to: (i) use, copy, make image copies, modify, or transfer the SOFTWARE, or any copy thereof, in whole or in part; (ii). reverse engineer, disassemble, decompile, or translate the SOFTWARE, or otherwise attempt to derive the source code of the SOFTWARE, or authorize any third party to do any of the foregoing; (iii) sublicense, rent, lease, loan, or otherwise transfer the SOFTWARE, or any part thereof; or (iv) otherwise access the SERVER or use the SOFTWARE except as expressly allowed under this Section 2. Any attempt to transfer any of the rights, duties or obligations hereunder is void. 3. OWNERSHIP. The SOFTWARE and related documentation, and all worldwide intellectual property rights therein, and all updates, upgrades, bug fixes, and other modifications thereto are the exclusive property of LICENSOR. All rights in and to the SOFTWARE and related documentation not expressly granted to LICENSEE in this Agreement are reserved by LICENSOR. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to the SOFTWARE other than through access to the SERVER. 4, DELIVERY, LICENSOR shall provide LICENSEE a URL, username and password for web access to edit and upload files on the SERVER. It is the full responsibility of LICENSEE to keep passwords private. Any 3rd party use of SOFTWARE by anyone other than the LICENSEE is prohibited unless agreed to by LICENSOR in writing. If LICENSEE requires a new username and password for any security concern, LICENSOR will grant and replace the username and password for LICENSEE. 5. CONTENT. As between LICENSEE and LICENSOR, LICENSEE is the sole owner of any content which is provided to the LICENSOR to create the SOFTWARE or which is stored in the LICENSEE’s separate data files upon the SERVER. LICENSOR shall not supplement, modify or alter LICENSEE’s content within the separate data files on the SERVER without permission from LICENSEE. LICENSOR shall have no right to use the content in any manner except to perform its obligations under this Agreement. LICENSBE warrants that to the extent it can control the content it shall not distribute, download, or place on the SERVER or within the SOFTWARE any content that: (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 6. INDEMNIFICATION in the event any party brings any claims attributable to LICENSOR’s acts or omission or alleging that SOFTWARE infringes upon any patents, copyrights or other proprietary rights of third parties, LICENSOR will defend, indemnify and hold harmless LICENSEE 1 from and against any and all claims. This indemnification is not extended to LICENSEE CONTENT Section 5. This indemnification is contingent on LICENSEE providing prompt written notice of such a claim to LICENSOR, and granting LICENSOR the right to solely participate in the defense of any such claim. 7. WARRANTY DISCLAIMER. ACCESS TO THE SERVER AND THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. 8. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO ACCESS THE SERVER, OR USE THE SOFTWARE OR ANY DATA STORED THEREIN, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE LICENSOR BE LIABLE TO LICENSEE UNDER ANY THEORY OF RECOVERY OTHER THAN SPECIFIED IN SECTIONS 10 and 12. 9, LEGAL COMPLIANCE, LICENSEE agrees to strictly comply with all applicable laws and regulations with respect to its access to the SERVER and use of the SOFTWARE. LICENSEE will indemnify and hold LICENSOR harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by LICENSEB of its obligation under this paragraph. LICENSEE’s obligations under this paragraph will survive the expiration or termination of this Agreement. 10. TERM AND TERMINATION. This Agreement and the license granted hereunder, will commence on the date set cut at the bottom of the Agreement at the time when the Authorized Signatory executes the Agreement, and will continue until the first anniversary of that date unless termination earlier as permitted hereby. This Agreement may be terminated: a) by LICENSEE at will upon seven (7) days’ notice, provided that in case of any such termination LICENSEE will not have any entitlement to any refund of the license fee payable hereunder; b) by either party in case of material breach of this Agreement by the other party, provided that the terminating party has first provided at least 30 days’ written notice of such breach to the other party and such breaching party has not remedied such breach to the notifying party’s satisfaction within such 30 days. In case of termination by LICENSEE under paragraph b) above, LICENSEE will be entitled to a refund for the remaining portion of the license fee unused to the end of the term of this Agreement. In no other case will LICENSEE be entitled to any refund on account of any unused portion of the term of the license granted hereunder. 11. GENERAL. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. All waivers must be in a writing signed by the authorized representative of the party to be charged. Neither this Agreement nor any rights or obligations of LICENSEE hereunder may be assigned by LICENSEE in whole or in part without the prior written approval of LICENSOR. Any assignment in derogation of the foregoing shall be null and void. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. The SOFTWARE is protected by copyright and licenses restricting its use, copying, distribution and de-compilation. This agreement represents the complete and exclusive statement of the agreement between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications, verbal or written. The terms and conditions of this Agreement shall prevail not withstanding any different, conflicting or additional terms or conditions which may appear in any purchase order or other document submitted by LICENSEE and LICENSEE agrees that such additional or inconsistent