HomeMy WebLinkAbout11-0101 Suite One Media l (-atot
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SUITEONE MEDIA SERVICES AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") between Technology,and all right,title and interest in and to the Technology
SuiteOne Media, Inc. ("SuiteOne") with its principal place of will remain solely with SuiteOne.
business at 4815 Ashford, Dunwoody, GA 30338 and City of Elgin,
IL with its principal place of business at City Hall, 150 Dexter Court, 3.2 Responsibility for Content. The Customer shall have sole control
Elgin,IL 60120("Customer")is made effective as of January 1,2011 and responsibility over the determination which data and information
("Effective Date") shall be included in the Content that is to be transmitted to SuiteOne.
The Customer shall not provide to SuiteOne or allow to be provided
1. OVERVIEW AND DEFINITIONS to SuiteOne any Content that (a) infringes or violates 3 parties'
General. This Agreement states the terms and conditions by which Intellectual Property rights,rights of publicity or rights of privacy,(b)
SuiteOne will deliver to Customer various services, as described contains any defamatory material, or (c) violates any federal, state,
below. local,or foreign laws,regulations,or statutes.
1.1 "Authorized User" means a designated employee or agent of 3.3 Content Ownership. The Customer shall own all right,title,and
Customer. interest in and to all Content on a worldwide basis,including,without
limitation,all Intellectual Property rights relating thereto,all and any
1.2 "Authorized Website"means a website owned or operated by or content that is transmitted or made available to SuiteOne pursuant to
on behalf of Customer,for which SuiteOne has agreed to provide the this Agreement. To the extent that any such Content is protected by
Technology and various Services. copyright,such content shall be deemed to be"works for hire"under
the copyright laws of the United States.
1.4"Service(s)"means the specific service(s)provided by SuiteOne,
including access to the Technology. 4. LIMITED WARRANTY
4.1 Service Level. SuiteOne will use commercially reasonable efforts
1.5 "Technology" means the SuiteOne Internet based system for to perform the Services in a manner consistent with applicable
agenda management,meeting minutes management and/or streaming industry standards including,but not limited to:
media and managing media content, and may include software, and
software tools, user interface designs, and documentation, and any 1) Maintain Service availability 24 hours a day,7 days a week,
derivatives,improvements,enhancements or extensions thereof. 2) Respond to customers' requests for support during the hours of
7:00 AM to 7:00PM CT, Monday through Friday and critical
1.5 "Content" means any or all, documents, graphics, video, support requests 24 hours per day.
graphics, audio and other content that is streamed or otherwise
transmitted or provided by,or on behalf of customer to SuiteOne. 4.2 No Other Warranty. THE SERVICES ARE PROVIDED ON AN
"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. SUITEONE DOES NOT MAKE, AND
2. DELIVERY OF SERVICES;TERM;FEES,PAYMENTS HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
2.1 Grant of License. Subject to the terms and conditions of this AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
Agreement, SuiteOne grants to Customer a non-exclusive, non- LIMITED TO, WARRANTIES AND MERCHANTABILITY,
transferable, limited license to permit Authorized Users of Customer FITNESS FOR A PARTICULAR PURPOSE, AND ANY
to access and use the Service on the Authorized Website(s)identified WARRANTIES ARISING FROM A COURSE OF DEALING,
in Schedule 1. USAGE OR TRADE PRACTICE. SUITEONE DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED
2.2 Responsibilities. Customer agrees to(a)maintain the Authorized OR ERROR-FREE.
Website(s) identified in Schedule 1; (b) procure and maintain all
hardware, software and telecommunications equipment necessary to 5. LIMITATION OF LIABILITY
access the Service and transmit media content via the Internet, (c) 5.1 Damage to Customer. SUITEONE ASSUMES NO LIABILITY
agrees to provide SuiteOne with all information reasonably necessary FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
to setup or establish Service on Customer's behalf; and (d) shall RESULTING FROM ANY CAUSE OTHER THAN THE
provide and maintain any and all materials necessary to reasonably WILLFUL OR RECKLESS MISCONDUCT OF SUITEONE.
inform all customers patrons where and when live audio and video
streaming will take place at the customer locations. 5.2 Consequential Damages Waiver. IN NO EVENT SHALL
SUITEONE BE LIABLE TO CUSTOMER FOR ANY TYPE OF
2.3 Payment Terms. Customer shall pay all applicable fees for the INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
Services in accordance with the terms and conditions set forth in DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST
Schedule 1. REVENUE,LOST PROFITS,REPLACEMENT GOODS,LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR
2.4 Term. This Agreement starts on the Term Start Date and INTERRUPTION OR LOSS OF SERVICE OR EQUIPMENT,
continues for the term identified in the Schedule 1. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER ARISING UNDER THEORY OF
3. INTELLECTUAL PROPERTY OWNERSHIP CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
3.1 Technology Ownership and Rights. This Agreement does not LIABILITY OR OTHERWISE.
transfer to Customer any ownership or proprietary rights in the
SuiteOne Media and City of Elgin Agreement Page 1 of 5
SuiteOne Media Confidential
SUITEONE MEDIA SERVICES AGREEM ENT
6. INDEMNIFICATION license or sublicense the Technology or Services;(b)modify,change,
6.1 Indemnification. Each Party agrees to fully indemnify and hold alter, translate, create derivative works from, reverse engineer,
harmless the other for any and all costs,liabilities,losses,and disassemble or decompile the Technology or Services in any way for
expenses(including attorney's fees)resulting from any claim,suit, any reason; (c) provide, disclose, divulge or make available to, or
action,or proceeding brought by any third party arising from a party's permit use of the Technology or Services by, any third party; (d)
(a)breach of any of its obligations or warranties;or(b)negligence or copy or reproduce all or any part of the Technology or Services
willful misconduct.The parties'liability hereunder is expressly (except as expressly provided for herein);(e)interfere,or attempt to
limited to the amount paid and received under this agreement. interfere, with the Technology or Services in any way; (f)introduce
into or transmit through the Technology or Services any virus,worm,
7.TERMINATION OR CHANGE ORDER trap door,back door,timer, clock, counter or other limiting routine,
7.1 Termination for Cause. Either party may terminate this instruction or design; (g) remove, obscure or alter any copyright
Agreement if the other party breaches any material term or condition notice,trademarks,logos or other proprietary rights notices affixed to
of this Agreement and fails to cure such breach within sixty(60)days or contained within the Technology or Services;or(h)engage in or
after receipt of written notice of the same. If SuiteOne terminates for allow any action involving the Technology or Services that is
cause, all payments due and owing for the remainder of the then inconsistent with the terms and conditions of this Agreement.
current Term will immediately be due. If customer terminates for
cause, it shall be entitled to a refund of any prepaid service fees, or 8.3 Withdrawal of Access. SuiteOne may, upon misuse of the
fees paid for service not received on a pro-rata basis program, misconduct, security breaches or grossly improper use of
the Customer data, instruct Customer to terminate access to any
7.2 Termination Without Cause. The Customer agrees to purchase Authorized User or individual and Customer agrees to promptly
the Managed Services defined in Schedule 1, from SuiteOne for a comply with such instruction.
minimum of one (1) year, after Customer acceptance of the trial
program. Either party may terminate this agreement without cause 9.CONFIDENTIALITY
providing that the terminating party gives the other party sixty (60) 9.1 SuiteOne Information. Customer acknowledges that the
day's written notice prior to termination. Should Customer terminate Technology and Services contain valuable trade secrets,which are
without cause after the first day of the then-current term,as defined the sole property of SuiteOne,and Customer agrees to use reasonable
in Schedule 1, Customer will pay the fees for service on a pro-rata care to prevent other parties from learning of these trade secrets.
basis through the end of such sixty(60)-day period. Should SuiteOne Customer will take all reasonable steps to prevent the unauthorized
terminate without cause,Customer has no obligation for payment. access to the Technology and Services.
7.3 Termination for Bankruptcy. Either party may terminate this 9.2 Customer Information. SuiteOne acknowledges that Customer's
Agreement immediately if(a)the other party becomes the subject of database may contain valuable trade secrets,which are the sole
a voluntary petition in bankruptcy or any voluntary proceeding property of Customer.To the extent that SuiteOne becomes aware of
relating to insolvency, receivership, liquidation, or composition for the content of a Customer database,SuiteOne agrees to use
the benefit of creditors;or(b)the other party becomes the subject of reasonable care to prevent other parties from learning of these trade
an involuntary petition in bankruptcy or any involuntary proceeding secrets;provided SuiteOne may disclose such trade secrets to
relating to insolvency, receivership, liquidation, or composition for affiliates,agents and other third parties,including counsel and
the benefit of creditors,if such petition or proceeding is not dismissed regulators,on a need-to-know basis,so long as such parties agree to
within thirty(30)days of filing. maintain the confidentiality of such information.
7.4 Effect of Termination. Upon the effective date of expiration, 9.3 Exceptions.The obligations of this Section 9 shall not apply to
cancellation or termination of this Agreement (a) SuiteOne will any information that(a)is now,or hereafter becomes,through no act
immediately cease providing the Service(s); and (b) any and all or failure to act on the part of receiving party(the"Receiver"),
payment obligations of the Customer through the termination, generally known or available;(b)is known by the Receiver at the
depending upon cause or without cause, as defined above, will time of receiving such information,as evidenced by the Receiver's
immediately become due; and (c) return or make available all records;(c)is hereafter furnished to the Receiver by a third party,as
customer content within forty-five(45)days. a matter of right and without restriction on disclosure;(d)is
independently developed by the Receiver without reference to or use
7.5 Survival. The following provisions will survive any expiration or of the disclosing party's information;or(e)is required to be
termination of the Agreement: Sections 3 (Intellectual Property disclosed by law,provided that the party to whom the information
Ownership), 5 (Limitation of Liability), 6 (Indemnification), belongs is given prior written notice of any such proposed disclosure.
9(Confidentiality)and 10(Miscellaneous).
10. MISCELLANEOUS PROVISIONS
8. USE
8.1 Acceptable Use. Customer represents and warrants that the 10.1 Force Majeure. Neither SuiteOne, its suppliers nor Customer
Technology and Services will only be used for lawful purposes, and will be liable for any failure or delay in its performance under this
in accordance with reasonable operating rules policies, terms and Agreement due to any cause beyond its reasonable control,including
conditions and procedures. acts of war, acts of God,earthquake, flood,embargo,riot, sabotage,
labor shortage or dispute, governmental act or failure of the Internet
8.2 Restrictions on Use. Customer represents and warrants that (not resulting from the negligence or willful misconduct of
Customer and its Authorized Users will not (a)sell,lease,distribute, SuiteOne),provided that the delayed party: (a)gives the other party
SuiteOne Media and City of Elgin Agreement Page 2 of 5
SuiteOne Media Confidential
SUITEONE MEDIA SERVICES AGREEMENT
prompt notice of such cause,and(b)uses its reasonable commercial
efforts to promptly correct such failure or delay in performance. If Customer: eay 4 F
SuiteOne is unable to provide Service(s) for a period of thirty (30)
consecutive days as a result of a continuing force majeure event, Signature: Q.
Customer may cancel the Service(s)without penalty.
Print Name: 5gd
10.2 Governing Law. This Agreement is made under and will be Title: cm' ol 4e-A4/gam
governed by and construed in accordance with the laws of the State of Illinois. Date: Z�///
10.3 Severability. In the event any provision of this Agreement is SuiteOne is Inc.
held to be contrary to the law, the remaining provisions of this
Agreement will remain in full force and effect. Signature:
10.4 Assignment. SuiteOne may assign its rights and obligations Print Name: Mr.Doug Sfutt/&
under this Agreement,in whole or in part,to any entity,including its
Title: Principal
supplier. Customer may not assign this Agreement, in whole or in
part, without the prior written consent of SuiteOne, which consent Date: }//
will not be unreasonably withheld. ///3/
10.5 Notice. Any notice or communication required or permitted to
be given hereunder shall be made in writing and may be delivered by
hand,deposited with an overnight courier, sent by email,conformed
facsimile,or mailed by registered or certified mail,receipt requested,
postage prepaid. Such notices shall be deemed made when delivered
to the applicable parry's representative as provided in this
Agreement.
10.6 Relationship of Parties. SuiteOne and Customer are
independent contractors and this Agreement will not establish any
relationship of partnership,joint venture, employment, franchise or
agency between SuiteOne and Customer. Neither SuiteOne nor
Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent,except
as otherwise expressly provided within.
10.7 Waiver. The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement shall not be deemed
a waiver of any further right under this Agreement.
10.8 Entire Agreement; Counterparts; Originals. This Agreement
including all documents incorporated herein by reference constitutes
the complete and exclusive agreement between the parties with
respect to the subject matter hereof.
11. ACCEPTANCE
Authorized representatives of Customer and SuiteOne have read the
foregoing and all documents incorporated therein and agree and
accept such terms effective as of the date first written above.
SuiteOne Media and City of Elgin Agreement Page 3 of 5
SuiteOne Media Confidential
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SUITEONE MEDIA SERVICES AGREEMENT
Schedule 1
A.Services:
Product Code Description
0 SuiteAgenda Enterprise Agenda Management
B. Number of Seats: unlimited
C.Authorized http://www.cityofelgin.org/
Website:
D.Term: ®Initial Term Starting:3/1/11 Ending:5/31/11
®Annual Term Starting:6/1/11 Ending:5/31/12
E.Auto-Renewal of Annual Term:None
F. Fees: ® One-time Implementation fee of$3500 for up to 25 hours implementation;with 50%($1750)payable upon
execution of the agreement and the remainder($1750)payable only if customer accepts the annual term
O Locked in Monthly Cost of$0 for above Initial Term
® Locked in Monthly Cost of$475 for above Annual Term
Customer must provide SuiteOne Media with written notice by 5/15/11,should the Customer wish not to continue
with the service after the Initial Term, otherwise the Annual Term will automatically begin with the same terms
and conditions of the Agreement.
All service upgrades are included in the monthly fee.
G.Billing: Fees are billed on an annual basis in advance and are due upon receipt of invoice.
H.Late Payments: Payments over 45 days from due date will accrue interest at a rate of one(1%)per month
I.Taxes: All fees are exclusive of all taxes
J.Remittance: All payments should be made directly to SuiteOne,Inc.at the following address:
Accounts Receivable
SuiteOne Inc
PO Box 888867
Dunwoody,GA 30356
Payments will not be deemed received by SuiteOne until actually received in their offices.
K.Custom Requirements: SuiteOne attests the agendas,agenda packets,and supporting documents will be compatible with the Apple iPad.
All supporting documents must be one of the following file types:JPG,GIF,TIF,PNG,Bitmap,RTF,TXT,PDF,
Word,or Excel.
SuiteOne Media and City of Elgin Agreement Page 4 of 5
SuiteOne Media Confidential
SUITEONE MEDIA SERVICES AGREEMENT
Customer Information
Company Name:
Contact Name:
Address:
City: State: Zip:
Title: Email:
Phone: Fax: Pager:
Billing Information
Contact Name:
Address:
City: State: Zip:
Title: Email: Cellular:
Phone: Fax: Pager:
Purchase Order#: Duns#:
Technical Contact(if one)
Contact Name:
Address:
City: State: Zip:
Title: Email: Cellular:
Phone: Fax: Pager:
Contact Hours
SuiteOne Media and City of Elgin Agreement Page 5 of 5
SuiteOne Media Confidential
� OFet.c PURCHASE ORDER PAGE: 1
`';,, ' �ti CITY OF ELGIN P.O.NO.: 263363
NOTICE FREIGHT, POSTAGE OR EXPRESS
z �.', y 150 DEXTER COURT DATE: 01/10/11
11 0` III z� ELGIN, ILLINOIS 60120 5555 CHARGES MUST BE PREPAID ON ALL CITY
4"6 tie PHONE 847/931-5605 OF ELGIN PURCHASES
�RATEDFF'� FAX 847/931-5689
RECEIVING HOURS 8:00 A.M.—3:00 P.M.
WEEKDAYS
MATERIAL RECEIVED IN GOOD CONDITION
Signature
Date Received
TO. SUITEONE INC SHIP TO: City of Elgin
PO BOX 888867 ATTN: CITY CLERK
DUNWOODY, GA 30356 150 DEXTER COURT
ELGIN, IL 60120-5555
VENDOR NO.
31480
DELIVER BY SHIP VIA F.O.B. TERMS
01/14/11 NET
CONFIRM BY CONFIRM TO REQUISITIONED BY
DAINA DENYE MARY MASKEL-SZ
FREIGHT CONTRACT NO. ACCOUNT NO. PROJECT REQ.NO. REQ.DATE
601-4800-796. 15-07 262136 01/10/11
LINE EXTENDED
NO. QUANTITY UOM ITEM NO.AND DESCRIPTION UNIT COST COST
1 6825 . OEA COMPUTERS , DP & WORD PROC . . • • 11 . : • 16
SOFTWARE
INV# 01012011 - CITY CLERK 1/10/11
SUB - TOTAL 6825 . 00
TOTAL 6825 . 00
CITY OF ELGIN'S ILLINOIS TAX EXEMPTION IDENTIFICATION NUMBER IS E9996-0771-05
CITY OF ELGIN'S FEDERAL EMPLOYER IDENTIFICATION NUMBER IS 36-6005862 j
APPROVED /}
CITY MANAGER
CONDITIONS OF PURCHASE
1. PRICE: Order shall not be shipped or invoiced at prices higher than those 7. INSURANCE. If seller performs labor or services under this order, Workmen's
shown hereon except by express agreement with City. Compensation and Liability Insurance Certificates and any required indemnification
agreement shall be submitted to and approved by buyer before such labor or service
2. EXTRA CHARGES PROHIBITED: No boxing, packing, or cartage shall be begins.
included unless specifically authorized on the face of the order.
8. EQUAL EMPLOYMENT OPPORTUNITY: Seller agrees to comply with all rules and
3. NON-PERFORMANCE: Time is of the essence of this order.Buyer reserves regulations pertaining to Public Contracts adopted by the Illinois Fair Employment
the right to cancel this order or any portion hereof if delivery or performance is not Practices Commission and City of Elgin.
made within specified time.Seller agrees to notify Purchasing Department of City of
any delay in shipment. 9. ADDRESS ALL QUESTIONS AND CORRESPONDENCE CONCERNING THIS
ORDER TO THE ATTENTION OF THE PURCHASING DEPARTMENT.
4. QUALITY AND INSPECTION: City reserves the rights to inspect all shipments
after delivery and to reject any material which may be defective or not in 10. All equipment and material shall be in accordance with OSHA Rules and
accordance with specifications as to quality or performance. Regulations in effect at the time of the order.
5. INVOICES AND PACKING SLIPS: Invoice in duplicate and mail Bill of Lading 11. This order is exempt from federal excise tax and sales tax.
or Express Receipt immediately after each shipment.Packing slip must accompany
each shipment. 12. Please forward a material safety data sheet(MSDS)on this product,if applicable.
6. PATENTS AND COPYRIGHTS: Seller warrants that there is no violation of 13. Contractor is subject to Illinois Prevailing Wage Law,if applicable.
patent rights or copyrights in manufacturing, producing or selling the material or
equipment covered by this order or in the use of such material or shipment by the 14. Contractor is subject to City of Elgin's Affirmative Action-City Contracts provisions.
buyer in the usual or intended manner, and seller agrees to hold the purchaser
harmless from any and all liability, loss or expense occasioned by any such
violation.
1
SUITEONE MEDIA SERVICES AGREEMEN
Schedule 1 /1
A.Services:
Product Code Description
El SuiteAgenda Enterprise Agenda Management
B. Number of Seats: unlimited
C.Authorized http://www.cityofelgin.org/ // 4806 r1
Website: - Zv i)/ — •1q ? / -- v I
D.Term: ®Initial Term Starting:3/1/11 Ending:5/31/11
®Annual Term Starting:6/1/11 Ending:5/31/12
E.Auto-Renewal of Annual Term:None
F.Fees: ® One-time Implementation f f$3500 fo up to 25 hours implementation;with 50%($1750)payable upon
execution of the agreement and the remainder($1750)payable only if customer accepts the annual term
® Locked in Monthly Cost of$0 for above Initial Term
® Locked in Monthly Cost of$475 for above Annual Term i mo-b 88a5
Customer must provide SuiteOne Media with written notice by 5/15/11,should the Customer wish not to continue
with the service after the Initial Term,otherwise the Annual Term will automatically begin with the same terms
and conditions of the Agreement.
All service upgrades are included in the monthly fee.
G.Billing: Fees are billed on an annual basis in advance and are due upon receipt of invoice.
AP.CERIALISERVICI:S
H.Late Payments: Payments over 45 days from due date will accrue interest at a rate of one(1%)OLEGElliED IN GOOD CONDITION
4PPROVED FOR PAYMENT
I.Taxes: All fees are exclusive of all taxes
Signature
J.Remittance: All payments should be ade directly to SuiteOne,Inc.a e following addres '
Accounts Receivable a 1 b .). en. a& 19
iSuiteOne Inc nJ�^y�'�� ��ll�, "1 ,°
PO Box 888867 Jw' i t l i llj
Dunwoody,GA 30356 eeat ;J
Payments will not be deeme eOne until actually received in their offices. `h G 1, I
K.Custom Requirements: SuiteOne attests the agendas,agenda packets,and supporting documents will be compatible with the Apple iPad.
All supporting documents must be one of the following file types:JPG,GIF,TIF,PNG,Bitmap,RTF,TXT,PDF,
Word,or Excel.
Open Purchase Order Only
Return to Finance
SuiteOne Media and City of Elgin Agreement Page 4 of 5
SuiteOne Media Confidential
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•
SUITEONE MEDIA SERVICES AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") between Technology,and all right,title and interest in and to the Technology
SuiteOne Media, Inc. ("SuiteOne") with its principal place of will remain solely with SuiteOne.
business at 4815 Ashford,Dunwoody,GA 30338 and City of Elgin,
IL with its principal place of business at City Hall, 150 Dexter Court, 3.2 Responsibility for Content. The Customer shall have sole control
Elgin,IL 60120("Customer")is made effective as of January 1,2011 and responsibility over the determination which data and information
("Effective Date") shall be included in the Content that is to be transmitted to SuiteOne.
The Customer shall not provide to SuiteOne or allow to be provided
1. OVERVIEW AND DEFINITIONS to SuiteOne any Content that (a) infringes or violates 3 parties'
General. This Agreement states the terms and conditions by which Intellectual Property rights,rights of publicity or rights of privacy,(b)
SuiteOne will deliver to Customer various services, as described contains any defamatory material, or(c) violates any federal, state,
below. local,or foreign laws,regulations,or statutes.
1.1 "Authorized User" means a designated employee or agent of 3.3 Content Ownership. The Customer shall own all right,title,and
Customer. interest in and to all Content on a worldwide basis,including,without
limitation,all Intellectual Property rights relating thereto,all and any
1.2 "Authorized Website"means a website owned or operated by or content that is transmitted or made available to SuiteOne pursuant to
on behalf of Customer,for which SuiteOne has agreed to provide the this Agreement.To the extent that any such Content is protected by
Technology and various Services. copyright,such content shall be deemed to be"works for hire"under
the copyright laws of the United States.
1.4"Service(s)"means the specific service(s)provided by SuiteOne,
including access to the Technology. 4. LIMITED WARRANTY
4.1 Service Level. SuiteOne will use commercially reasonable efforts
1.5 "Technology" means the SuiteOne Internet based system for to perform the Services in a manner consistent with applicable
agenda management,meeting minutes management and/or streaming industry standards including,but not limited to:
media and managing media content, and may include software, and
software tools, user interface designs, and documentation, and any 1) Maintain Service availability 24 hours a day,7 days a week,
derivatives,improvements,enhancements or extensions thereof. 2) Respond to customers' requests for support during the hours of
7:00 AM to 7:00PM CT, Monday through Friday and critical
1.5 "Content" means any or all, documents, graphics, video, support requests 24 hours per day.
graphics, audio and other content that is streamed or otherwise
transmitted or provided by,or on behalf of customer to SuiteOne. 4.2 No Other Warranty. THE SERVICES ARE PROVIDED ON AN
"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. SUITEONE DOES NOT MAKE, AND
2. DELIVERY OF SERVICES;TERM;FEES,PAYMENTS HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
2.1 Grant of License. Subject to the terms and conditions of this AND/OR.IMPLIED WARRANTIES, INCLUDING, BUT NOT
Agreement, SuiteOne grants to Customer a non-exclusive, non- LIMITED TO, WARRANTIES AND MERCHANTABILITY,
transferable,limited license to permit Authorized Users of Customer FITNESS FOR A PARTICULAR PURPOSE, AND ANY
to access and use the Service on the Authorized Website(s)identified WARRANTIES ARISING FROM A COURSE OF DEALING,
in Schedule 1. USAGE OR TRADE PRACTICE. SUITEONE DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED
2.2 Responsibilities. Customer agrees to(a)maintain the Authorized OR ERROR-FREE.
Website(s) identified in Schedule 1; (b) procure and maintain all
hardware, software and telecommunications equipment necessary to 5. LIMITATION OF LIABILITY
access the Service and transmit media content via the Internet, (c) 5.1 Damage to Customer. SUITEONE ASSUMES NO LIABILITY
agrees to provide SuiteOne with all information reasonably necessary FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
to setup or establish Service on Customer's behalf; and (d) shall RESULTING FROM ANY CAUSE OTHER THAN THE
provide and maintain any and all materials necessary to reasonably WILLFUL OR RECKLESS MISCONDUCT OF SUITEONE.
inform all customers patrons where and when live audio and video
streaming will take place at the customer locations. 5.2 Consequential Damages Waiver. IN NO EVENT SHALL
SUITEONE BE LIABLE TO CUSTOMER FOR ANY TYPE OF
2.3 Payment Terms. Customer shall pay all applicable fees for the INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
Services in accordance with the terms and conditions set forth in DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST
Schedule 1. REVENUE,LOST PROFITS,REPLACEMENT GOODS,LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR
2.4 Term. This Agreement starts on the Term Start Date and INTERRUPTION OR LOSS OF SERVICE OR EQUIPMENT,
continues for the term identified in the Schedule 1. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER ARISING UNDER THEORY OF
3. INTELLECTUAL PROPERTY OWNERSHIP CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
3.1 Technology Ownership and Rights. This Agreement does not LIABILITY OR OTHERWISE.
transfer to Customer any ownership or proprietary rights in the
SuiteOne Media and City of Elgin Agreement Page I of 5
SuiteOne Media Confidential
t.
SUITEONE MEDIA SERVICES AGREEMENT
6. INDEMNIFICATION license or sublicense the Technology or Services;(b)modify,change,
6.1 Indemnification. Each Party agrees to fully indemnify and hold alter, translate, create derivative works from, reverse engineer,
harmless the other for any and all costs,liabilities,losses,and disassemble or decompile the Technology or Services in any way for
expenses(including attomey's fees)resulting from any claim,suit, any reason; (c) provide, disclose, divulge or make available to, or
action,or proceeding brought by any third party arising from a party's permit use of the Technology or Services by, any third party; (d)
(a)breach of any of its obligations or warranties;or(b)negligence or copy or reproduce all or any part of the Technology or Services
willful misconduct.The parties'liability hereunder is expressly (except as expressly provided for herein); (e)interfere,or attempt to
limited to the amount paid and received under this agreement. interfere,with the Technology or Services in any way; (f)introduce
into or transmit through the Technology or Services any virus,worm,
7.TERMINATION OR CHANGE ORDER trap door,back door, timer, clock,counter or other limiting routine,
7.1 Termination for Cause. Either party may terminate this instruction or design; (g) remove, obscure or alter any copyright
Agreement if the other party breaches any material term or condition notice,trademarks,logos or other proprietary rights notices affixed to
of this Agreement and fails to cure such breach within sixty(60)days or contained within the Technology or Services; or(h)engage in or
after receipt of written notice of the same. If SuiteOne terminates for allow any action involving the Technology or Services that is
cause, all payments due and owing for the remainder of the then inconsistent with the terms and conditions of this Agreement.
current Term will immediately be due. If customer terminates for
cause, it shall be entitled to a refund of any prepaid service fees,or 8.3 Withdrawal of Access. SuiteOne may, upon misuse of the
fees paid for service not received on a pro-rata basis program, misconduct, security breaches or grossly improper use of
the Customer data, instruct Customer to terminate access to any
7.2 Termination Without Cause. The Customer agrees to purchase Authorized User or individual and Customer agrees to promptly
the Managed Services defined in Schedule 1, from SuiteOne for a comply with such instruction.
minimum of one (1) year, after Customer acceptance of the trial
program. Either party may terminate this agreement without cause 9.CONFIDENTIALITY
providing that the terminating party gives the other party sixty (60) 9.1 SuiteOne Information. Customer acknowledges that the
day's written notice prior to termination. Should Customer terminate Technology and Services contain valuable trade secrets,which are
without cause after the first day of the then-current term,as defined the sole property of SuiteOne,and Customer agrees to use reasonable
in Schedule 1, Customer will pay the fees for service on a pro-rata care to prevent other parties from learning of these trade secrets.
basis through the end of such sixty(60)-day period. Should SuiteOne Customer will take all reasonable steps to prevent the unauthorized
terminate without cause,Customer has no obligation for payment. access to the Technology and Services.
7.3 Termination for Bankruptcy. Either party may terminate this 9.2 Customer Information. SuiteOne acknowledges that Customer's
Agreement immediately if(a)the other party becomes the subject of database may contain valuable trade secrets,which are the sole
a voluntary petition in bankruptcy or any voluntary proceeding property of Customer.To the extent that SuiteOne becomes aware of
relating to insolvency, receivership, liquidation, or composition for the content of a Customer database,SuiteOne agrees to use
the benefit of creditors;or(b)the other party becomes the subject of reasonable care to prevent other parties from learning of these trade
an involuntary petition in bankruptcy or any involuntary proceeding secrets;provided SuiteOne may disclose such trade secrets to
relating to insolvency, receivership, liquidation, or composition for affiliates,agents and other third parties,including counsel and
the benefit of creditors,if such petition or proceeding is not dismissed regulators,on a need-to-know basis,so long as such parties agree to
within thirty(30)days of filing. maintain the confidentiality of such information.
7.4 Effect of Termination. Upon the effective date of expiration, 9.3 Exceptions.The obligations of this Section 9 shall not apply to
cancellation or termination of this Agreement (a) SuiteOne will any information that(a)is now,or hereafter becomes,through no act
immediately cease providing the Service(s); and (b) any and all or failure to act on the part of receiving party(the"Receiver"),
payment obligations of the Customer through the termination, generally known or available;(b)is known by the Receiver at the
depending upon cause or without cause, as defined above, will time of receiving such information,as evidenced by the Receiver's
immediately become due; and (c) return or make available all records;(c)is hereafter furnished to the Receiver by a third party,as
customer content within forty-five(45)days. a matter of right and without restriction on disclosure;(d)is
independently developed by the Receiver without reference to or use
7.5 Survival. The following provisions will survive any expiration or of the disclosing party's information;or(e)is required to be
termination of the Agreement: Sections 3 (Intellectual Property disclosed by law,provided that the party to whom the information
Ownership), 5 (Limitation of Liability), 6 (Indemnification), belongs is given prior written notice of any such proposed disclosure.
9(Confidentiality)and 10(Miscellaneous).
10. MISCELLANEOUS PROVISIONS
8. USE
8.1 Acceptable Use. Customer represents and warrants that the 10.1 Force Majeure. Neither SuiteOne, its suppliers nor Customer
Technology and Services will only be used for lawful purposes,and will be liable for any failure or delay in its performance under this
in accordance with reasonable operating rules policies, terms and Agreement due to any cause beyond its reasonable control,including
conditions and procedures. acts of war, acts of God, earthquake, flood, embargo,riot, sabotage,
labor shortage or dispute,governmental act or failure of the Internet
8.2 Restrictions on Use. Customer represents and warrants that (not resulting from the negligence or willful misconduct of
Customer and its Authorized Users will not (a)sell,lease,distribute, SuiteOne),provided that the delayed party: (a)gives the other party
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SUITEONE MEDIA SERVICES AGREEMENT
prompt notice of such cause,and(b)uses its reasonable commercial
efforts to promptly correct such failure or delay in performance. If Customer:
SuiteOne is unable to provide Service(s) for a period of thirty (30)
consecutive days as a result of a continuing force majeure event, Signature:
Customer may cancel the Service(s)without penalty. Print Name:
10.2 Governing Law. This Agreement is made under and will be Title:
governed by and construed in accordance with the laws of the State
of Illinois. Date:
10.3 Severability. In the event any provision of this Agreement is
held to be contrary to the law, the remaining provisions of this SuiteOne Media Inc.
Agreement will remain in full force and effect. Signature:
10.4 Assignment. SuiteOne may assign its rights and obligations Print Name: Mr.Doug Shumway
under this Agreement,in whole or in part,to any entity,including its Title: Principal
supplier. Customer may not assign this Agreement, in whole or in
part, without the prior written consent of SuiteOne, which consent Date:
will not be unreasonably withheld.
10.5 Notice. Any notice or communication required or permitted to
be given hereunder shall be made in writing and may be delivered by
hand,deposited with an overnight courier,sent by email,conformed
facsimile,or mailed by registered or certified mail,receipt requested,
postage prepaid. Such notices shall be deemed made when delivered
to the applicable parry's representative as provided in this
Agreement.
10.6 Relationship of Parties. SuiteOne and Customer are
independent contractors and this Agreement will not establish any
relationship of partnership,joint venture, employment, franchise or
agency between SuiteOne and Customer. Neither SuiteOne nor
Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent,except
as otherwise expressly provided within.
10.7 Waiver. The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement shall not be deemed
a waiver of any further right under this Agreement.
10.8 Entire Agreement; Counterparts; Originals. This Agreement
including all documents incorporated herein by reference constitutes
the complete and exclusive agreement between the parties with
respect to the subject matter hereof.
11. ACCEPTANCE
Authorized representatives of Customer and SuiteOne have read the
foregoing and all documents incorporated therein and agree and
accept such terms effective as of the date first written above.
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