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HomeMy WebLinkAboutXCELIGENT - CONTRACT - CONTRACT - XCELIGENT EXCHANGE RESEARCH SOLUTIONSApplication Date Service Start Date August 3, 2007 August 15, 2007 Xceligent Representative Service Area Team- SS Colorado KEM�• •' • Company Name . City of Ft Collins Contact Person Mike Freeman Email Address mfreemaan&cgov corn Web Address Street Address / City / State / Zlp 300 Laporte Avenue Ft Collins, CO 80522 Phone Fax (970)416-2259 Credit Card ACH ❑ Monthly ❑ Monthly Semi Annual 5%Discount ❑ Semi -Annual 5%Discount ❑ Annual un 10%Discot ❑ Annual 10%Discount • • •' • _ Federal -fa) ID Drivers License Number Issuing State • Billable Licensed Agents 1 Non -Billable Support Personnel NA Multi -year agreements receive an .addttional 5% discount in year 211 VISA MasterCard American Express Cardholder's Name CC — Account Number CC —Expiration Date 0111 • Name of Financial Institution • - • - • - FI — Account Number FI —ABA / Routing Number SEMI • Billing Contact Person •' k I• Billing Street Address Billing City / State / Zip Billing Phone Billing Fax Billing Email Address ❑ CDX ® CDX Direct ❑ CDX Mail ❑ Aerial Fix ❑ Tenant Pros ex ❑ Site Trax Activation Fee Due Date NA Initial Term (min 12 months) 12 months • Total Activation Fee NA .a. - Contracted Monthly Rate $125 Discount (if applicable) Effective Monthly Rate Other terms anal conditions of the CD); Service are set forth below and on the back of this Agreement, in the CDX Users Guide, in introductory screens and on the CDX web site. all of which are cart of this Agreement If the Subscriber is an entil the unders oned represents that he or she is a pule authorized representative of the entity, By XCELIGENT, Inc - 4231 S Hocker, Independence, MO 64055 By Name (Print)( AAt.£512 (][/y L - Name (Print) Erin Curry _ Title O/1:!jiC4,je, 9(,�' Title Secretary Date l��.��n� R�SX�'`��T Date If signing on behalf of an entity, I represent that I am a duly authorized representative of the entity shown under "Company Name" If I am representing a corporation, I acknowledge that the execution of this agreement has been authorized by all necessary corporate actions TERMS AND CONDITIONS - The Subscription Fee for Access to the CDX Services for the Metropolitan Area may be changed from time to time dunrg any extension of the Term of this Subscriber Agreement provided that the Monthly Subscription Fee for the initial Term of this Subscriber Agreement is set forth in the fee structure section of this document The Subscnpbon Fee, as set in the fee structure section of this document is incurred in advance and is due at time of billing Xcellgent will directly bill each Subscriber for all of its Subscribers Xcehgent reserves the right to immediately suspend access to the CDX services without notice to Subscriber for Subscribers having outstanding Monthly Subscription Fee due to Xcehgent The Terms and Conditions are incorporated herein and subscriber acknowledges that they have been given its opportunity to read understand and agree to the Terms and Conditions and agree to be bound there by r Access Code the lag in code one pa55Nora comomauon assigned to each Subscriber allowing access to the CDX Service +z CDX (Commercial Data Exchange) The COX Application and the Database Content that is available as pan of the CDX Service t + CDX Application Xcehgent s proprietary software application used to provide the COX Service r. CDX Servme Xcelgents standard were based commercial real estate serace offered by Xcelgent that provides Subscribers a means to profie commercial real estate property, listing and transaction information and exchange such information with other Subscribers Database Content Any commercial real estate property listings including but not limited to transaction information attachments and images entered into the COX i r Donative Works Reports produced utilizing compilations of Database Content for sale to third parties r Subscribers Those designees of Subscribers with Access Codes registered to arbass the CDX as set foM on the CDX web sae 2 1 auoscnger agrees The follovnng personnel associated with Subscriber are required to be Subscribers (a) all licensed real estate professionals engaged in the sale or lease of commercial real estate, (b) all property managers MITI have access to lye COX Ser ai (c) all personnel assocated vnth an Affiliate Subscriber who are Issued an Access Code by Xceligent (ihr term -Affiliate Sunscreen" to defined on the CDX web site), and (d) within the offices of owners and developers, all real estate professionals engaged in the sale or lease of real estate regardless of wheb'ler they hold real estate lsenses s Subscriber shag in addition to paying Its Subscirmon Fees pay all sales lazes use fees, exalt fees lank and any other charges by governments or third series related to Its use of the COX Service, excluding those based upon XceligenIa net income '+ Late payments will accrue interest at 1'/1% per month (or, if lesser, the maximum rate permissible by law) measured from the date the amount was due brut the date such amount is paid by Subscriber If Xceligent commences callecoen proceedings to recover past due amounts Subscriber shall pay all reasonable collection costs incurred including reasonable attorneys fees 25 Xceligent may audit a Subscribers records (but no mere than 2 times in any calendar year) to determine if payment is due to Xceligent including any records required to ascertain or confirm the actual number of Subscribers at Subscriber Any such audit will be conducted during normal business hours at Subscribers offices after reasonable advance within notice Each audit may cover any period at Xceligente discretion from the Service Start Date to the actual date of the audit except to the extent such period was covered by an eader audit If the results of an audit show that the Subscriber underpaid Its Monthly Subscription Fee by an amount in excess of 10%of the actual Monthly Subscnpbon Fee owed, Subscriber shall in addition to paying the balance of the Monthly Subscription Fee pay i ne ian or This Agreement snan commence on me oarvice man cote ana snarl remain in effect Tor a pence no less man stateo on page t or me bmscrioer Agreement III nut ui ncwvvisc TERMINATED AS HEREIN PROVIDED, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE YEAR PERIODS EITHER PARTY TO THIS AGREEMENT MAY TERMINATE THIS AGREEMENT UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE, SUCH NOTICE TO BE PROVIDED NOT MORE THAN NINETY 190) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM Upon notice identifying any breach of this Agreement and requesting correction thereof, the breaching party will have the opportunity to cure su, h breach as provided on the CDX web site The cure period well not apply to any violation by Subs, near of the confidentiality provisions on the CDX Service web site or any infringement by Subscriber of proprietary rights of Xceligent or any other Subscriber which breaches shall because for immediate termination of this Agreement Xcehgent or such other Subscriber will be entitled to injunctive relief for any such breach, in addition to any remedies available at law, including the recovery of damages • a Upon the expiration or termination of this Agreement (a) all rights granted to Subscriber under this Agreement will cease, except the following Sections of this Agreement will survive 2, 3 3, 6, 7, B, 9, 101, . I xo gent wit give an Access t,oce to each buccaneer buccaneer small comply vim an nceigem security proceaures to maximize me security or am uu a bervice amusing prevention or snaring Access Codes and unauthorized access to the CDX Service Failure to comply with the aforementioned shall result in immediate suspension of CDX Semce and SubscriberlSubscnber shall pay the full correct amount mu lipled by the number of unique IP addresses ever used by SubecnberlSubscnber's access code 2 Xcehgent may train time to time change, update or enhance the CDX Service by posting a notice of the change or, the CDX web site Subscriber is solely responsible for occulting am installing all equipment hardware software (Including web browser software), letecommuncantins lines Internet access connections and other items (the "Access Sfst9ms" necessary to use the CDX Service • • • v I Subscnberagrees not to compete with Kceligent in the development and marketing ofasoftware or database application that will offer a computer¢ed data service for commercial real estate during the term of this Agreement n The CDX Service may sometimes be unavailable for routine maintenance or extraordinary circumstances Subscribers sole remedy for service outages will be a prorated credit on the next Monthly Subscnolmr, Fee only for outaoes that occur dumm normal oberatino hours for the CDX Service in excess of 2 hours in a calendar month buoscncer win cesoiery responsible Thr The accuracy am completeness of me uata lase wntent sUbmineb by or m its commit buDscnoer represents mar it has Ire Tight to gram to xceugem me rights set form in this Agreement and the rights in the Database Content submitted by Subscriber and its Subscribers and that no submission will violate the rights of any third party whether those rights area by contract or otherwise Subscriber may not submit any image to the CDX if Subscriber has granted exclusive rights to the image to a third pant, nor may Subscriber submit any image to the CDX and thereafter giant exclusive rights to the image to a third party Subscriber may not submit any image obtained Loin the CDX to a third party if a requirement of submilang the image is the granting of exclusive rights to the image Xcelgent may reject or refuse to use distribute or display any Database Content that it considers to be defective loafers, inaccurate incomplete or the proprietary property of a third party Neither Subscriber nor any Subscriber may submit any property descriptions photographs, Images nnancial, Vansacuonal tenant, contact or other information to the CDX unless Subscriber has legal rights to publish schemes and distribute that information e2 Subscriber hereby grants to Xceligent a non exclusive license to develop use display distribute and sell Derivative Works utilizing Database Content entered into the CDX by iron behalf of Subscriber and Subscribers Subscribers e. Subscriber shall enter Database Content in the format specified by Xcehgent If an error in the Database Content or in any information cants ned in the CDX is caused by Xcelgent Subscribers able remedy well be the correction of the error after ml¢e to Xceligent Subscriber shall ensure that the information it and its Subscribers transmit implies with all applicable laws and regulators the CDX Users Guide and CDX web site and that no submission will violate the right of any third party whether those rights abuse by contract or othberwse Xcelgent may modify or suspend access to the CDX Services (a) as necessary to amply with any law or regulation as reasonably determined by Xceligent (b) to comply with any court order or rostra tion or (c) if deemed reasonably necessary by Xcelggent to onevent subs antral harm to Xceligent or l heir businesses Subscriber agrees to combat with the confidentiality and Droceetary cars, Drovisionsmnlatned on the CDX Semce web site all applicable taws, riles and regulations EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, XCELIGENT DISCLAIM ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING 13Y LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON INFRINGEMENT, FREEDOM OF INTERFERENCE WITH ENJOYMENT, MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS OF RESULTING WORK PRODUCT AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE CDX APPLICATION OR THE CDX WILL GENERATE CERTAIN RESULTS, WORK IN COMBINATION WITH OTHER COMPONENTS OR AS AN INTEGRATED SYSTEM OR WILL FULFILL ANY SUBSCRIBER'S PARTICULAR NEEDS ACCESS BY SUBSCRIBER AND SUBSCRIBER'S SUBSCRIBERS TO DATABASE CONTENT AND MODIFICATIONS OR ADDITIONS THERETO AND RELATED DOCUMENTATION, REGARDLESS bubscnber char mdemmty Xceligent and their directors oglcers employees and agihales (alle Lively, the "Covered Entities") and defend and hold harmless the Covered Entities from and against any and ylr 1 �11// all losses, damages, expenses and III lit es suffered by any of them or to which any of them become subject resulting from ansing out of or relating to (1) any claim action or demand with respect to the Y business resources technology or services of Subscriber (including the Database Content of Subscriber) for (a) imrngement or misappropriation of any intellectual property rights (b) defamation libel slander obi only pornography or violation of the rights of privacy or publicity, or (c) spamming or any other offensive harassing or illegal conduc or valalion of the acceptable use guidelines of the CDX, �\ or (2) the business resources or sconces of Subscriber (including the Database Content of Subscribe) Subscriber shall not enter into any settlement that adversely of ecls Xcehgenl's rights or interests without first obtaining the pnorwnilen con,enf of Xcehgent as applicable Fe . '.rL�J37M_�igSaeAg.F! - _ ., R I _ b _ - ..I - _­1 _ 1 _ I Xcelegents liability under this Agreement will not exceed inthe aggregate the Monthly Subscription Fees paid by Subscriber pursuant to this Agreement for the three-month period preceding the date of the action or omission grvmg rise to Subscribe, s claim Xceligent will not be 1liable for delays or failure in performance where the delay or failure is due to an event beyond Xcetigents control including acts of God war terrorism civil disturbance, disruption of Internet service or otherwise XCELIGENT WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES CONSEQUENTIAL DAMAGES DAMAGES FOR LOSS OF PROFITS OR REVENUES LOST DATA BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES The limitations of liability set forth in this Agreement are independent and will survive any failure of any remedy t Subscriber may not assign this Agreement without Xcelegenls prior written consent Subscriber may not resell or offset ute any Database Content except as allowed under tins Agreement wlllaul Xcelgents wntlen consent .t_ This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties except Xceligent may change the CDX Users Guide introductory screens and the terms on the CDXweb site from time 10 time Subsenber well be deemed to have agreed to those changes if Subscriber or its Simon ibers continue to use the CDX after the changes t t s All notices relating to this Agreement must be in wrung and either delivered personally, mailed (fuss class mail postage paid) cenfied man return receipt requested), by overnight auner or transmitted by facsimile to the addresses set forth herein or to such other address as any party may substitute by written notice to the other 1, This Agreement will be governed by and construed in accordance with the laws of the state of Mmmin If any provision of this Agreement is for any reason held unenforceable or invalid then this Agreement shall be construed as if such provision were not contained herein �O ZA D To, The pames to this Agreement are independent contractors No party has any right or authority to aCon behalf of any other parlK S Toa This Agreement, the CDX Users Guide and the CDX web site constitute the entire agreement, and supersedes all pnor agreements between the parties with respect to the subject matter hereof In the event of a conflict between the terms of this Agreement and any other source the provisions of this Agreement shall control No repmsentations other than these in this Agreement have been made by any party Neither party may disclose the terms and conflicts of this Agreement except to persons with a need to know