l
Yv1o",'l; SrredondoBEACH
Eill Brand
Mayor
tel 310 372- 1 171
ext.2260
fax 310174-2039
415 Diamond Street, P.0. BoX 270
Redondo Beach, Calilornia 90277 0270
wvvw.redondo.org
May 17,2022
VIA OVERNIGHT MAIL
ArchiveSocial, lnc.
P.O. Box 3330
Durham, NC27702
Attn: Mr. TJ Hughes/Contracls
Re: RENEWAL OF AGREEMENT
Sincerely,
7c
William C. Brand
Dear Mr. Hughes:
The Enterprise Software License Agreement between the City of Redondo Beach and Archivesocial, lnc. dated July 1 , 2016 ("Agreement") is set to expire on June 30, 2022. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2023. lf you need additional information please contac{ Ravy Sok at (310) 318-0658 x5.
DocuSign Envelope ID: C21343E7E- 613EB- 41 D6-9E40-4C1F52ADF84F W2wse` fi
redondo
B E A C H
Bill Brand
Mayor
April 28, 2020
VIA EMAIL
ArchiveSocial, Inc.
P. O. Box 3330
Durham, NC 27702
Attn: Mr. TJ Hughes
415 Diamond Street, P. O. BOX 270 tel 310 372- 1171
Redondo Beach, California 90277- 0270 ext. 2260
www,redondo. org fax 310 374- 2039
Re: RENEWAL OF AGREEMENT
Dear Mr. Hughes,
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. (" Agreement") is set to expire on June 30, 2020. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one-year term, extending the Agreement to June 30, 2021.
If you need additional information please contact Ravy Sok at ( 310) 318- 0658 x5.
Sincerely,
IIN
DocuSigned by:
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WiAlalrn' ' Ftsrand
Mayor
ATTEST:
DocuSigned by:
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72F2AC716C214CF...
E eanor Manzano
City Clerk
DocuSigned by:
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Risk Manager
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redondo
B E A C H
Bill Brand 415 Diamond Street, P. O. BOX 270 tel 310 372- 1171 Mayor Redondo Beach, California 90277- 0270 ext. 2260
w tedcndo.org fax 310374- 2039
May 8, 2019
VIA OVERNIGHT MAIL
ArchiveSocial, Inc.
P. O. Box 3330
Durham, NC 27702
Attn: Ms. Staff Gordon
Re: RENEWAL OF AGREEMENT
Dear Ms. Gordon:
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. ("Agreement") is set to expire on June 30, 2019. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2020.
If you need additional information please contact Ravy Sok at (310) 318- 0658 x6.
Sincerely,
5/
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William C. Brand
Mayor
Wiate(-13S .t
redondo
BEACH
Bill Brand 415 Diamond Street, P. O. BOX 270 tel 310 372- 1171 Mayor Redondo Beach, California 90277- 0270 ext. 2260
www.redondo. org fax 310 374- 2039
June 1, 2018
VIA OVERNIGHT MAIL
ArchiveSocial, Inc.
P. O. Box 3330
Durham, NC 27702
Attn: Ms. Stef Gordon
Re: RENEWAL OF AGREEMENT
Dear Ms. Gordon:
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. ("Agreement") is set to expire on June 30, 2018. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2019.
If you need additional information please contact Ravy Sok at (310) 318-0658 x6.
Sincerely,
v7 67,
William C. Brand
Mayor
Wt ` ta sem.}-
redondo
BE ACH
Bill Brand 415 Diamond Street, P. O. BOX 270 tel 310 372- 1171 Mayor Redondo Beach, California 90277- 0270 ext. 2260
www.redondo.org fax 310 374- 2039
June 1, 2018
VIA OVERNIGHT MAIL
ArchiveSocial, Inc.
P. O. Box 3330
Durham, NC 27702
Attn: Ms. Stef Gordon
Re: RENEWAL OF AGREEMENT
Dear Ms. Gordon:
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. (" Agreement") is set to expire on June 30, 2018. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2019.
If you need additional information please contact Ravy Sok at (310) 318- 0658 x6.
Sincerely,
William C. Brand
Mayor
Y ( o t Se&
4-448ing redondo
BE ACH
Bill Brand 415 Diamond Street, P. O. BOX 270 tel 310 372- 1171 Mayor Redondo Beach, California 90277- 0270 ext. 2260
www.redondo. org fax 310 374- 2039
June 1, 2018
VIA OVERNIGHT MAIL
ArchiveSocial, Inc.
P. O. Box 3330
Durham, NC 27702
Attn: Ms. Stef Gordon
Re: RENEWAL OF AGREEMENT
Dear Ms. Gordon:
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. (" Agreement") is set to expire on June 30, 2018. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2019.
If you need additional information please contact Ravy Sok at (310) 318-0658 x6.
Sincerely,
e:‘
William C. Brand
Mayor
makz seo'.
redondo
B E A C H'
Laura Emdee
Cound MernbeF, Distnct 5
June 28, 2017
VIA OVERNIGHT MAIL
ArchiveSocial, Inc.
P, O, Box 3330
Durham, NC 27702
Attn: Ms. Stef Gordon
415 Dairord Sifeet, RO, Box 270 tO 310 372 11 71
Redondo Beach, Calkinua 90277- 0210 ext. 2769
www.redondo.org fax 310 379- 9263
Re: RENEWAL OF AGREEMENT
Dear Ms. Gordon:
The Enterprise Software License Agreement between the City of Redondo Beach and ArchiveSocial, Inc. (" Agreement") is set to expire on June 30, 2017. Pursuant to Section 4 of the Agreement, the City of Redondo Beach is exercising its option to renew the Agreement for a subsequent one year term, extending the Agreement to June 30, 2018.
If you need additional information please contact Ravy Sok at ( 310) 318- 0658 x6.
JSin erely,
Laura E ee
Mayor Pro Tern
ENTERPRISE SOFTWARE LICENSE AGREEMENT
This Enterprise Software License Agreement ( this " Agreement"), effective this 1 day of July, 2016 (the " Effective Date"), by and between ArchiveSocial, Inc. a North Carolina corporation d/ b/ a ArchiveSocial) whose principal place of business is located at 202 Rigsbee Ave, Durham, NC 27701 (" Licensor") and City of Redondo Beach, CA a municipal corporation organized under the laws of the State of California, whose principal place of business is located in Los Angeles County, California (" Licensee"). Licensee and Licensor may hereinafter jointly be referred to as the parties."
WHEREAS, Licensor has developed and licenses proprietary online software that assists in capturing and archiving records of online social media communications ( including all updates, upgrades, modifications and improvements thereto generally made available by Licensor to other similar commercial licensees, the " Software") and related documentation delivered or provided to Licensee ( the " Documentation" and, along with the Software, the " Service"), all as more fully described and accessed at http:// archivesocial.com/ (the " Website"); and WHEREAS, Licensee would like to license such software for the limited and express purposes and term set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. LICENSE.
a) General. On the terms and subject to the conditions of this Agreement, including the payment of all the fees and charges required hereunder, Licensor grants to Licensee, and Licensee accepts, a non-exclusive, limited, nontransferable, license (without the right to sublicense) to access and use the Service, including the Software, solely in the form provided by Licensor through the Website, for any purpose not prohibited by law or by the terms and conditions of this Agreement the " License"). The License and rights granted to Licensee herein terminate upon the termination or expiration ofthis Agreement as set forth herein.
b) Restrictions on Use. Licensee covenants and agrees that it shall not, and shall cause its affiliates, owners, members, managers, directors, employees, agents, contractors or other third parties who use the Website and/ or the Service on behalf of, at the direction of or for the benefit of Licensee ( collectively, Licensee' s " Representatives") to not, (i) sell, license ( or sublicense), lease, assign, transfer, pledge, or share ( including as a time share, service bureau or otherwise) any of Licensee' s rights under, in or to the License and/or the Service. with or to any third party; ( ii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any party of the Website, the Services or the Software or create any derivative works or otherwise merge or utilize all or any part of the foregoing with or into other computer programs, website, service or other materials or attempt to discover all or any part of the Website' s, the Service' s or the Software' s source code; ( iii) use the Website or the Service to access or use any content, information or material to which such person or entity does not have the necessary right or license, or otherwise knowingly violate, breach or infringe the intellectual property, contractual or other rights of any third party; or (iv) knowingly violate any applicable law, regulation, ordinance, contract, order or other agreement that is binding on such person or entity' s use of the Website or the Service. e
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c) Reservation of Rights. Nothing herein shall be construed to convey any ownership or proprietary right or interest in the Website, Service, Software or Documentation or any other information or materials provided by Licensor to Licensee in connection with the Service, or any portion or copy thereof, to Licensee or any of its Representatives. As between the parties hereto, all intellectual property and proprietary rights in the Website, Service, Software and the Documentation shall remain the sole and exclusive property of Licensor. Licensor reserves all rights not expressly granted to Licensee in this Agreement.
2. SUPPORT AND SERVICE. Licensor shall provide commercially reasonable support in connection with Licensee' s use of the Service including, without limitation, providing ( i) initial deployment and integration support as mutually agreed by the parties and ( ii) phone and email access for Licensor inquiries pertaining to the Website, Service or Software during standard business hours ( 9:OOam EST to S: 00pm EST, M -F except holidays) and responses to such inquiries within a commercially reasonable time period depending on the urgency or severity of the specific problem or request. Licensee and Licensor shall each provide a designated point of contact ( i.e., a single person or small team of people) for all support and service inquires related to Licensee' s use ofthe Website, Service and/ or Software and Licensor shall have no obligation to respond to support or service inquiries other than as submitted by such designated contact(s).
3. PAYMENTS. Licensee shall pay to Licensor the fees for the Software and for the Services, as set forth on Exhibit A hereto. All fees pursuant to this Agreement shall be invoiced by Licensor in advance. All fees shall be paid in U.S. dollars in immediately available funds and shall be made payable to Licensor. For the avoidance of doubt, Licensee' s failure to make any payment within 30 days of its receipt of an undisputed invoice from Licensor shall constitute a material breach of this Agreement.
4. TERM AND TERMINATION.
a) Term of Agreement. This Agreement is effective beginning on the Effective Date and, unless this Agreement is earlier terminated in accordance with this Section 4, shall continue for a period of 1 year (" Initial Term"). Licensee may elect to renew this Agreement thereafter for successive periods of 1 year ( each, a " Renewal Term") by providing written notice of renewal to Licensor at least 30 days prior to the scheduled expiration of this Agreement. Licensor may increase the fees as provided in Exhibit A upon commencement of a Renewal Term, provided that Licensor issues written notice at least 30 days prior to the Renewal Term. b) Termination. In the event of a material breach by either party that is not cured within 30 days of receipt of written notice thereof from the other party, the non -breaching party may, by written notice to the breaching party, ( i) terminate this Agreement; ( ii) terminate or suspend Licensee' s access to or use of the Website, Service and/ or Software; or (iii) pursue other legal and equitable rights and remedies to which it may be entitled. Either party may terminate this Agreement immediately by giving written notice to the other party if such other party institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of such party' s debts, makes an assignment for the benefit of its creditors or commences dissolution proceedings. In addition, Licensor may terminate this Agreement and the License hereunder immediately upon the breach by Licensee of Section 1 hereof.
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c) Effect of Termination. Except as set forth in this Agreement, in the event of termination or expiration of this Agreement, the rights and obligations hereunder or thereunder, as applicable, shall terminate immediately; provided, however, that any payment or other obligation that has accrued as of such termination or expiration date shall survive such termination or expiration; provided, further, that in the event of the termination or expiration of this Agreement the rights and the obligations of the parties set forth in Sections 1( c) ( Reservation of Rights), 5( d) ( Service Disclaimer),? ( Confidentiality), 11 ( Limitation of Liability),_ 12 ( Entire Agreement) and 14 Additional Terms) of this Agreement, along with any other provision of this Agreement which is required to enforce the parties' rights and obligations hereunder or by its terms continues after the termination of this Agreement, shall survive the termination or expiration of this Agreement and shall continue in effect as described therein.
d) Return and Retention of Archived Content. During the Term of Agreement, Licensor shall provide to Licensee access to an export function within the Software and Service whereby the Licensee may export, in a commercially reasonable format, the data transmitted to and through supported social media websites by Licensee to Licensor in connection with its use of the Service, as collected, modified and archived by Licensor in connection with its provision of the Service ( collectively, the " Archived Content"). Following the termination or expiration of this Agreement and Licensee' s written request within 30 days thereof, Licensor shall, within 30 days of its receipt of such request and in a commercially reasonable format determined by Licensor, provide Licensee with a copy of the Archived Content. Thereafter, Archive Social will allow 30 days for Licensee to retrieve the Archived Content. Upon expiration of such 30 -day retrieval period, Licensor may delete any or all such Archived Content and it is Licensee' s sole responsibility to seek another source for backing up or archiving such Archived Content and/ or related data or content. Notwithstanding the foregoing, Licensor reserves the right to preserve all or any portion of such Archived Content for a specified or indefinite period of time as it may reasonably deem to be necessary in order to comply with applicable laws, rules and regulations. LICENSEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
SET FORTH HEREIN, LICENSOR SHALL HAVE NO OBLIGATIONS WITH RESPECT TO
ANY ARCHIVED CONTENT, INCLUDING THE MAINTENANCE OR PRESERVATION
THEREOF, AND LICENSOR SHALL NOT BE LIABLE FOR ANY DISRUPTION OR
TERMINATION OF LICENSEE' S OR ITS REPRESENTATIVES' ACCESS TO OR USE OF
THE WEBSITE, SERVICE, SOFTWARE, DOCUMENTATION AND/OR ARCHIVED CONTENT.
5. DESCRIPTION OF SERVICE; ARCHIVING AND ARCHIVED CONTENT a) Archived Content License. Licensee hereby grants Licensor a limited, worldwide, royalty -free, revocable license, to use, reproduce, copy, access, view, modify, edit, perform, display, prepare derivative works of, reformat, translate, distribute and transfer Licensee' s Archived Content, solely and to the limited extent necessary to perform Licensor' s obligations hereunder and to provide Licensee with the Services including, without limitation, to disclose such Archived Content to the applicable Supported Site as necessary to comply with Licensor' s or Licensee' s terms and conditions ofusing such Supported Site.
b) Supported Sites and Permitted Accounts. In addition to the license granted in Section 5( a), in order for Licensor to provide the Service and to capture and to maintain Archived Content for Licensee, Licensee must provide Licensor with the types of information with respect to each social
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3 -. 5='
media account through a website, platform or service that Licensor supports ( a " Supported Site") that Licensee would like to be included as part of Licensee' s Archived Content. Licensee represents, warrants, covenants and agrees that Licensee has not, and that Licensee will not, provide Licensor with any Permitted Accounts ( as defined below) information or any other information in connection with any user account for a Supported Site or other social media site in connection with Licensee' s use of the Service and Licensor' s archival of any Archived Content other than with respect to user accounts for which (i) Licensee or a Representative of Licensee is the actual owner or ( ii) Licensee has been explicitly authorized to provide such access ( collectively, " Permitted Accounts").
c) Limitations on Licensor' s ability to provide the Service and maintain Archived Content.
In order for Licensor to provide the Service and to capture and to maintain Archived Content for Licensee, Licensor relies on Licensee and on the owners and operators of the Supported Sites to provide Licensor with access to the content, data and/or information Licensee transmits to and through such Supported Site, typically through one or more application programming interfaces or APIs". For instance, if Licensee changes any Permitted Accounts information Licensee has provided to Licensor without, if necessary, first notifying Licensor as directed through the Website and/ or Service, or otherwise limits or revokes Licensor' s ability to access any of Licensee' s Permitted Accounts, Licensor may be unable to continue to provide the Service as intended, or at all. It is also possible that, without any notification to Licensee or Licensor, one or more Supported Sites will (i) change their website or service, ( ii) change the APIs through which Licensor accesses such website and/or service, ( iii) amend the terms of use or other policies through which Licensee or Licensor use and access such website and/ or service, ( iv) provide incomplete or' inaccurate information through their APIs or otherwise with respect to the content, data and/or information Licensee transmits to and through such Supported Site, and/or ( v) take other actions to restrict Licensee' s or Licensor' s access to such website and/ or service and the content, data and/ or information contained therein. Any of these events could disrupt Licensor' s ability to provide the Service as intended, or to provide the Service at all, including Licensor' s ability to capture or to maintain Licensee' s Archived Content as described on the Website and elsewhere. In addition, it is also possible that Licensor' s ability to provide the Service or to capture or to maintain Licensee' s Archived Content could be temporarily disrupted due to unanticipated or unplanned events, such as viruses, hacking or other security vulnerabilities, the failure of equipment or services provided by Licensor or by third parties or other events, including force majeure events. d) Service Disclaimer. WHILE LICENSOR WILL USE ITS BEST EFFORTS TO
PROVIDE THE SERVICE ( INCLUDING WITH RESPECT TO ARCHIVED CONTENT) TO
LICENSEE, LICENSOR CANNOT AND DOES NOT REPRESENT, WARRANT OR
GUARANTEE THAT LICENSOR WILL BE ABLE TO DO SO IN FULL AT ALL TIMES OR
AT ANY PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR
GUARANTEE THAT LICENSOR WILL BE ABLE TO CAPTURE FULL AND ACCURATE
RECORDS OF LICENSEE' S ARCHIVED CONTENT AT ALL TIMES OR AT ANY
PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR GUARANTEE
THAT ANY WEBSITE, PLATFORM OR SERVICE THAT IS CURRENTLY A SUPPORTED SITE WILL REMAIN A SUPPORTED SITE. ACCORDINGLY, LICENSEE' S USE OF THE
WEBSITE AND THE SERVICE IS EXPRESSLY CONDITIONED ON LICENSEE' S
ACKNOWLEDGEMENT AND ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION 5 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 11 OF THIS AGREEMENT.
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6. OWNERSHIP OF CONTENT. Licensor does not claim ownership of any content belonging to Licensee, including any Archived Content, except as expressly described in this Section with respect to Feedback; provided, however, that Licensee' s use of the Service is subject to Licensee' s granting of the license to Licensee' s Archived Content set forth in Section 5( a), as well as any other reasonably necessary license to any other content, in order for Licensor to perform Licensor' s obligations hereunder and to provide Licensee with the Service. Notwithstanding the foregoing, any comments, feedback, ideas and/ or reports about the Website or the Service that Licensee provides to Licensor, whether in written, electronic or any other form ( collectively, " Feedback"), shall be considered Licensor' s proprietary and confidential information, and Licensee hereby irrevocably automatically transfers and assigns to Licensor, immediately upon creation, all of Licensee' s right, title and interest in and to such Feedback, including all intellectual property rights embodied in or arising in connection with such Feedback and any other rights or claims that Licensee may have with respect to any such Feedback.
7. CONFIDENTIALITY. Subject to public record law, Licensee shall not disclose, except in accordance with this Agreement, and shall take all necessary precautions to protect the confidentiality of and to cause its Representatives not to disclose and to protect the confidentiality of, any Confidential Information received from Licensor or its affiliates, employees or other agents under this Agreement, including, without limitation, requiring Licensee' s Representatives or others with access to the Confidential Information to be subject to confidentiality obligations similar in nature to those imposed by this Agreement and limiting access to the Confidential Information to Licensee' s Representatives on a " need to know" basis. Any Confidential Information may be used by Licensee only in connection with the License granted herein, unless otherwise agreed by the parties in writing. For the purposes of this Agreement, " Confidential Information" shall mean all business, technical, and financial information provided by Licensor to Licensee, including, without limitation, the Software and all accompanying Documentation and all proprietary information relating thereto. Confidential Information shall not include any information which is: ( i) at the time of its disclosure previously known by Licensee, as demonstrated by Licensee' s records; ( ii) in the public domain or becomes generally known or published through no fault of Licensee; ( iii) lawfully disclosed to Licensee by a third party free to disclose such information; of (iv) included in this Agreement. The provisions under this Section 7 shall survive the expiration or termination of this Agreement for any reason for a period of five years. Immediately upon termination or expiration of this Agreement, Licensee agrees to return to Licensor or to delete all Confidential Information provided to Licensee, including copies of any software or documentation provided by Licensor to Licensee hereunder and, if requested by Licensor, provide Licensor with a written notice certifying that it has complied with the requirements ofthis sentence.
8. TRANSFERS. This Agreement, the License and all other rights, licenses, remedies, obligations and liabilities granted hereunder to Licensee may not be transferred or assigned to any other parry without the express written consent of Licensor. Any attempted assignment or transfer in violation of this provision shall be void.
9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that ( i) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has the full corporate power and authority to execute, deliver and perform this G
5-
Agreement; and ( ii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE WEBSITE, SERVICE AND/OR SOFTWARE, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND NONINFRINGEMENT.
11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE LAWS IN
LICENSEE' S JURISDICTION, AND EXCEPT FOR A BREACH BY EITHER PARTY WITH RESPECT TO SECTIONS 1 OR 7 OF THIS AGREEMENT, OR THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY OR ITS REPRESENTATIVES SHALL BE LIABLE ( i) FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES ( INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION AND THE LIKE) ARISING OUT OF, OR IN
CONNECTION WITH, THIS AGREEMENT OR LICENSEE' S USE OF THE WEBSITE,
SERVICE AND/OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee, which supersedes any proposal, prior agreement, or license, oral or written, and any other communications relating to the subject matter of this Agreement. If any term of this Agreement shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder ofthis Agreement shall continue in full effect.
13. INDEPENDENT CONTRACTOR. The parties are independent contractors and nothing contained herein shall be construed to create any other relationship between the parties. Nothing in this Agreement shall be construed to constitute either party as the agent of the other party for any purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or the performance of any other obligation, or represent to any third party that it has the right to enter into any binding obligation on the other party' s behalf. Furthermore, nothing in this Agreement shall be construed so as to obligate either party to enter into a further agreement.
14. ADDITIONAL TERMS. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) of this Agreement. Neither party shall be liable for delays or failures of performance resulting from causes beyond its reasonable control. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. All notices or other communications to a party which are required or permitted pursuant to this Agreement shall be in writing to the address set forth for such party in the introduction to this Agreement. Any such notice shall be deemed sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, or if delivered by any other means upon which the parties shall mutually agree.
Any party may change the address to which notice is to be given by notice given in the manner set forth above.
6 - V
15. COUNTERPARTS. This Agreement may be executed by electronic signatures or signatures delivered through electronic facsimile. The parties shall use commercially reasonable efforts to deliver to .each other a fully executed original following the initial closure ofthe agreement through facsimile or electronic copies and/ or signatures.
16. ASSIGNMENT. There shall be no assignment ofthis License by either Party.
17. CALIFORNIA LAW AND VENUE. This Agreement is made and entered into in the State of California and shall be interpreted, applied and enforced under and pursuant to the laws ofthe State of California. The venue for the resolution of any dispute shall be in the Superior Court of the State of California for the County of Orange County. Licensor, hereby, agrees to be subject to the Laws of the State of California and subject to the personal jurisdiction of the Courts in the State of California in the absence of personal Service of Process; and further agrees to accept Service of Process via U.S. Mail.
Signature Page Follows]
a
7_
IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Software License Agreement effective the day and year first above written.
LICENSOR:
ArchiveSocial, Inc.
By:
V
Name: Bob Sydnor
Title: ChiefOperating Officer
LICENSEE:
City of Redondo
By: —
Name: Steve J
Title: Mayor
ATTEST:
APPROVED:
Risk anager
APPROVED AS TO FORM:
Ci Attorney's Office
ooaco
Software License Agreement y ; z cnr tim>s= rs Signature Page - L c• 4,1 ,
EXHIBIT A
Fees and Payments
1. Base Fee: The annual fee of $4788 shall entitle Licensee to connect to the Service to archive social media accounts from one or more social networking or social media websites, platforms or services supported as part of the commercially available Service each a " Supported Site") for which Licensor is either ( i) the actual owner or ( ii) explicitly authorized to provide access to such social media account ( e. g., upon express authorization by Licensor' s Representative). Each such social media account shall be referred as a " Permitted Account". Licensee is entitled to archive up to 1000 new social media records per month, in aggregate, from across unlimited Accounts.
For purposes of this Exhibit A, a " social media record" refers to any individual posting sent or received by a Permitted Account, including comments, status updates, and private messages.
2. Service and Support: There is no additional charge for service and support as provided in Section 2 ofthe Agreement.