HomeMy WebLinkAboutParcelQuest 2019-11-19 2 cou No. [1 2 6 ~ g�
ONLINE USER LICENSE
Agreement Dated: September 4, 2019
This is a license, not a sale. This product is provided under the following Online User License
("License"), which defines what you may do with the product and contains limitations on
warranties and/or remedies. This is a legal agreement between the signing individual or entity
("Licensee") and ParcelQuest. By using ParcelQuest Online, you agree to be bound by the terms
of this Agreement.
1. Grant of License: This License permits Licensee to access ParcelQuest Online("Website"),
including downloaded software, data, images,photographs,animations, video, audio, music,and
text("Content"),per the limitations of your selected subscription level as described in Appendix
A, as long as your account remains active and in good standing.
2. Use Limited to Designated User(s) of Licensee: Licensee qualifies as a Licensee by payment
of the relevant subscription fee described in Appendix A, maintaining Licensee's account in good
standing, and by abiding by the terms of this License. Each Designated User of Licensee
("Designated User") will be provided with a unique usemame and password combination
("Login") used to access and use the Website. The number of Designated Users allowed to
access and use the website is described in Appendix A. Each Login may only be used by a single
Designated User of Licensee and Designated Users may not share their Login with any other
person,whether an employee of Licensee or not, unless approved in writing and in advance by
ParcelQuest.
3. Limitations on Use: Licensee and Licensee's Designated lasers are prohibited from
redistributing, selling, or publishing the Content of the Website, from performing automated
searches of the Content,and from downloading any Content for use with any other commercial
application(s) for sale or distribution. Upon termination and/or expiration of the License,
Licensee must immediately cease using the Website including Content, and any Content
downloaded during the term of a license must be erased or destroyed and may not be used for
any purpose. Replacing Content with another source of similar data is an acceptable alternative
to erase or destroying the Content. This License is granted on the strict condition that neither
Licensee nor any of Licensee's Designated Users are an owner, employee, representative, or in
any way affiliated with,either directly or indirectly, any individual or entity presently engaged in
any activity deemed to be in conflict with the interests of ParcelQuest or in competition with its
activities; 4) Licensee will employ all reasonable means to ensure that no other person or entity
will have access to the Website using the Login(s) assigned to Licensee's Designated Users(s),
nor will anyone deemed to be in conflict with the interests of ParcelQuest have access to any
electronic or printed materials which Licensee or Licensee's Designated Users obtain from the
Website. If in the future Licensee or any of Licensee's Designated Lsers are determined by
ParcelQuest to be in violation of any of the provisions of this License, Licensee's account will be
terminated immediately, and legal action may be pursued.
4. Copyright: The Website(including Content) is owned or licensed by ParcelQuest and is
protected by the United States copyright laws and international treaty provisions. The copyright
and all other rights to the Website shall remain with CD-Data and its licensors. Therefore,
Licensee must treat the Website like any other copyrighted material(e.g., a book or musical
recording). No part of this product or its contents may be sold, licensed, leased, duplicated,
transferred or in any other manner commercially exploited except with the express written
consent of ParcelQuest. Licensee agrees to take reasonable measures to ensure that such
unauthorized use is not achieved.
Licensee: (initial) !r (date) & .7/• j9
5.Downloads: All software, data, images, links, user documentation or other information
downloaded from the Website may be used only in accordance with this License.
6. Other Restrictions/Compliance with Laws: Successful access to the Website using a valid
Login provided by ParcelQuest is proof to each Designated User of license to exercise the rights
granted herein. Licensee and Licensee's Designated Users may not reverse engineer, decompile,
or disassemble the Website,except to the extent that the foregoing restriction is expressly
prohibited by applicable law. Licensee and Licensee's Designated Users shall use the data and
images in accordance with the law. Licensee and Licensee's Designated Users shall not
knowingly post on the Internet, or host or provide service to an Internet Web site that posts, or
disclose,the home address or telephone number of any elected or appointed official, or of the
official's residing spouse or child, in violation of California Government Code Section 6254.21.
Records, data, compilations thereof, charts, graphs, spreadsheets, and related software licensed
hereunder("Licensed Data") are subject to the protection of the Copyright laws of the United
States at 17 U.S. Code, §§101, et seq., and exempt from disclosure under the Public Records Act,
Government Code §§ 6250, et seq. Specifically,the Licensed Data including output data is the
result of the creative work and the application of algorithms designed internally by Licensor.
Furthermore, any de compilation,disassembling and/or reverse engineering of the Licensed Data
is in violation of this Agreement and Licensee's use and distribution of the Licensed Data are
strictly limited by this Agreement. Under no circumstances shall Licensee disclose or provide
any of the Licensed Data to any third party pursuant to, but not Iimited to, public records
requests.
7.Warranty: ParcelQuest represents and warrants that it has(i)title to the ParcelQuest Product;
and (ii)the right to grant the licenses granted hereunder.
8.Limitation of Warranty: Except as set forth above, the Website is produced and delivered
"as is"without warranty of any kind, express or implied, including but not limited to,warranties
of merchantable quality,merchantability or fitness for a particular purpose, or those arising by
law, statute, or course of dealing. ParcelQuest does not warrant, guarantee, or make any
representations regarding the use,availability, or the results, of the Website in terms of
correctness, accuracy, reliability, or otherwise. The entire risk as to the results and performance
of the Website is assumed by Licensee. ParcelQuest shall not be liable to Licensee or any third
party for any direct, indirect, special, consequential, or incidental damages (including damages
for loss of business profits, business interruption, loss of business information,and the like)
arising out of the use of or inability to use the Website even if ParcelQuest has been advised of
the possibility of such damages, or they are foreseeable. ParcelQuest is also not responsible for
claims by a third party. The maximum aggregate liability to Licensee shall not exceed the
amount paid by Licensee for the ParcelQuest Product. ParcelQuest's entire liability and
Licensee's sole and exclusive remedy as to any such ParcelQuest Product shall be, at
ParcelQuest's option, either(a) return of the fees paid hereunder; or(b)replacement of such
ParcelQuest Product that does not meet ParcelQuest's Iimited warranty. If failure of any
ParcelQuest Product has resulted from accident, abuse,or misapplication, ParcelQuest shall have
no responsibility to replace the ParcelQuest Product or refund the fees paid hereunder.
9.Assignment: Licensee may not assign or otherwise transfer the License to anyone, without
ParcelQuest's prior written consent.
10. Complete Agreement: This License is the complete agreement between the parties, which
supercedes and merges all prior understandings or agreements, whether oral or written, between
the parties relating to the License.
Licensee:(initial)_ G i (date) w a t-/9
11. No Waiver: The waiver or failure of a party to exercise any right provided for herein shall
not be deemed a waiver of any further right under the License.
12. Severable: If any provision of the License is invalid, illegal, or unenforceable under any
applicable statute or law, it is to that extent to be deemed omitted. The remainder of the License
shall remain valid and enforceable to the maximum extent possible.
13. Governing Law and Jurisdiction: The parties understand that the License and the
resolution of any dispute related to the License shall be governed under the laws of the State of
California, without giving effect to any principles of conflicts of law. Any legal action or
proceeding for injunctive relief relating to the License shall be brought exclusively in a federal or
state court of competent jurisdiction in the State of California, Sacramento County.
14. Arbitration: With the exception of the parties' rights to pursue injunctive relief hereunder,
any dispute or claim in law or equity arising out of this Agreement shall be decided by binding
arbitration. Any arbitration shall be conducted in Sacramento, California, in accordance with the
rules of the American Arbitration Association.
15. Attorney's Fees: In the event that legal action, arbitration or any other proceeding(legal,
equitable, administrative or otherwise) is instituted by any party to enforce or interpret the
provisions of the License,the prevailing party shall be entitled to recover reasonable costs and
expenses, including actual attorneys' fees, from the non-prevailing party.
ParcelQuest, a California Corporation Licensee: City of Ukiah
By - - -B)'
Title_ Title:
Date: Date:
A copy of each notice to ParcelQuest Address for Notice to Licensee:
General Manager Michael Ingwell
Parcel pest City of Ukiah
_193 Blue Ravine Road Suite 120 300 Seminary Avenue _
Folsom, CA 95630-3898 Ukiah, CA 95482 T
Licensee: (initial)_ (date) 1
ONLINE USER LICENSE
Agreement Dated: September 4,2019
Appendix A
A. Designated Users
1. Licensee is purchasing,and ParcelQuest shall provide, for the fees described in this
Appendix,the number of Logins shown in the Total column of Table 1 below. Each Login shall
provide access to the Website according to one of the Service Levels listed in Table I below, and
in the quantities shown in each Service Level column. The total number of Logins shown in the
Total column should equal the sum of the number of Logins shown in each Service Level
column.
2. Features available at each Service Level may change from time to time according to
definitions published on publicly available areas of the Website. Such changes shall not affect
the validity or enforceability of any part of this License, including but not limited to the fees due
under the terms of this License.
Service Level
Standard Navigator Aviator Total
Designated Users 0 15 0 15
Table 1: Designated Users by Service Level
Licensee: (initial) 3-s (date) I j• ;)r r e y
B. Feature Accesses & Fees
1. Included Feature Accesses: Licensee is purchasing, and ParcelQuest shall provide,
for the fees described in this Appendix, the quantity of Included Feature Accesses per Month per
Designated User according the Service Levels shown in Table 2 below. Feature Accesses made
by Designated Users in excess of the Included Feature Access quantities listed in Table 2 of this
Appendix shall be charged according to the Cost Per Additional Feature Assess shown in Table
2. Fees in Table 2 shown as NIA indicate additional Accesses of that Feature in excess of the
quantities shown in Table 2 are not allowed.
Feature Included Feature Accesses Cost Per Description
Per Month by Service Level Additional (for educational purposes only)
Feature
Accesses
Standard Navigator Aviator
Searches Unlimited Unlimited Unlimited N A Click' "View Results"button
Property Profiles Unlimited Unlimited Unlimited N A Viewing Detail Screens
APN Maps Unlimited Unlimited Unlimited N A Click on the Hyper Links to get an
Assessor Parcel Ma
Labels Not 10,000 10,000 $0.10 Label-Situs-wl APN
Available Label-Mailing-wf APN
Label-Mailing-wlout APN
Label-Situs-w+out APN
Document 0 0 0 $5.00 Documents in the Trans History screen
Images and the hyperlinks from the detail screen
Trans History 0 0 Unlimited S 19.95 Click Link from Transaction History
Report Report Screen
Export Mailing Not 1,000 10,000 Nav =$0.25 CSV-Address
data Available Av=$0.10
Export Values Not 1,000 10,000 Nav $0.25 CSV-Address,Values
data Available Av-$0.10
Export Complete Not 1,000 10,000 Nav =$0.25 CSV-Address Values,Char
data record Available Av=$0.10
Export List View Not 1,000 10,000 Nav -$0.25 CSV-List View
Available Av=$0.10
Export Default Not Not 10,000 $0.10 CSV-Default Tax
Tax data Available Available
Export Parcel Not 0 0 $3.00 ESRI-Address&KML-Address
Shapes with Available
Mailing data
Export Parcel Not 0 0 $3.25 ESRI-Address,Values
Shapes with Available KML-Address,Values
Values data
Export Parcel Not 0 0 $5.00 ESRI-Address,Values,Char
Shapes with Available KML-Address,Values,Char
Complete data
record
Table 2: Feature Access by Service Level
C.Term:
1. Initial Term: The Initial Term begins on June 1, 2019 and ends on May 31, 2022.
(Three Years).
2. Renewal Term(s): This License will automatically renew for a term of one-year
unless either party notifies the other of its intention not to renew, not less than thirty (30)days
prior to the expiration of this License. The fee structure for any renewal terrrl will be the same as
the prior twelve(12)month period,unless ParcelQuest notifies Licensee of a change in fees not
less than thirty (30)days prior to the expiration of this License.
Licensee:(initial) Sa-S (date)_I:-of.1-1
D. Fees and Payment Terms:
1.Annual License Fees: Licensee agrees to pay ParcelQuest an annual License fee of
Three Thousand, Five Hundred dollars ($3,500)dollars.
2. Additional Feature Access Fees: Fees incurred for additional Feature Accesses, if
any, will be automatically charged to Licensee's credit card on file on a monthly basis. Fees
outstanding upon termination of this License will be immediately charged to Licensee's credit
card on file.
3.Payment Terms:
a. Initial Payment: The initial payment will be due and payable within
thirty(30)days after receipt of the initial file.
b. Subsequent Payments: All subsequent fees are due and payable within
thirty (30) days of receipt of invoice.
C. Late Fees and Collection Fees: A late fee of 1.5% per month will be
applied to all balances remaining unpaid after the due date. Licensee further
agrees to pay any costs incurred by ParcelQuest for the collection of fees past due.
d. Client Billing Information: All ParcelQuest invoices will be sent to
Licensee per the following Licensee-provided billing contact information and
special instructions. Licensee agrees to notify ParcelQuest in writing per the
following ParcelQuest billing contact information within 30 days of any changes
to Licensee's billing information or instructions. Failure to notify ParcelQuest of
any such changes within 30 days of the change may result in late fees or
collection costs being added to Licensee's balance due. Such fees will not be
waived by ParcelQuest.
Licensee's Billing Contact Billing ParcelQuest's Billing Contact
Information Contact: Information
Billing Contact: Accounts Payable
Department: Accounts Payable Attention: General Manager
Company: City of Ukiah Company: ParcelQuest
Address: 300 Seminary Avenue Address: 193 Blue Ravine Road,Suite 120
Address: City/St/Zip: Folsom,CA 95630
City/St/Zip: Ukiah CA 95482 Phone: 916-817-2211
Phone: 707 463-6221 Email: support@parcelquest.com
Email: min well cit ofukiah.com
Special Instructions:
Licensee:(initial) (date)