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Home My WebLink AboutCORRESPONDENCE - PURCHASE ORDER - 9172329Date Page 189424 21/Oct/2016 1 of 2 Bill To: Ship To: Customer Grp/No. Currency Terms 893465 USD SKU Code/Description/Comments Qty Price Extended Price Attn: Tova Aragon, Collections Manager Poudre River Library District 301 E. Olive FORT COLLINS, CO 80524 Attn: Tova Aragon Poudre River Library District 4616 South Shields FORT COLLINS, CO 80526 Customer No Sales Order: 94501 1 Customer Name Poudre River Library District Invoice Customer PO Number Invoice No 893465 Due Upon Receipt PO Number No. of Users 580 Kingsley Park, Fort Mill, SC 29715 1-800-342-5647 or 704-559-7601 Fax: 704-559-7696 customerrelations@mergent.com Federal Tax ID: 36-4233475 Mergent Intellect $10,500.00 Terms of Agreement: Start: 01/Jan/2017, End: 31/Dec/2017 Details MINT-INT Mergent Intellect 1000 MINT-RESD Residential Data 1000 MINT-FTRE Family Tree Add-On 1000 MINT-JOBS Job Search 1000 MINT-CEN Census Data 1000 MINT-FRST First Research Add-on 1000 First Research 999 8,682.19 $8,682.19 Terms of Agreement: Start: 01/Jan/2017, End: 31/Dec/2017 $19,182.19 $0.00 Subtotal Invoice Total $19,182.19 Sales Tax Shipping & Handling $0.00 Payment Instructions Make Checks Payable to: Mergent, Inc. P. O. Box 403123 Atlanta, GA 30384-3123 Credit Card Payments (American Express, Visa, and Mastercard accepted): Please call Mergent at: 1-800-342-5647 Note: Credit card payments of $2,000.00 or greater are subject to a 3% processing fee. Send Wire Transfers to: Bank of America ABA/Routing # 053000196 Account Name: Mergent, Inc. Account # 000691517368 Swift Code: BOFAUS3N Please email billing@mergent.com with your customer and invoice #'s Terms of Agreement 1. Definitions (a) Data. "Data" means the business information and data licensed by Mergent hereunder, whether in the form of Internet access services, CD ROM, books, reports, manuals, updates, other publications and/or services, or through any other medium now known or hereafter invented. (b) Software. "Software" means any computer software, programs and other source codes licensed by Mergent to Customer and used solely to access the Data. 2. Grant of License to Data and Software (a) Grant of License. For the period set forth on the reverse side hereof (the "Term"), Mergent hereby grants to Customer (as defined on the reverse side hereof) for the Term, a non-exclusive, non-transferable license to Use the Data and the Software but limited to the location and number of users identified on the reverse side for non-Internet sales. If this Agreement is an Internet or wide area network based sale, then Customer's use is limited to the number of concurrent users set forth on the reverse side. (b) Use. Customer may use, access, copy, store, display and create derivative works of (collectively "Use") the Data for its internal business purposes and may use minor portions of the Data, as part of reports, or separately, given to clients of Customer, whether in electronic or other present or future media. Customer may only use the Software to access the Data. Except as set forth herein, Customer may not Use, sell, modify, publish, distribute, or allow any third party access to, the Data, any portion thereof or the Software. Customer may not, directly or indirectly, decompile, disassemble or otherwise reverse engineer the Software. (c) Delivery of Data. Mergent will deliver the Data to Customer in accordance with the specifications described on the reverse side hereof. No obsolete or superseded Data may be utilized for current Use. Customer, at its own expense, will provide the hardware and software to permit it to access the Data and use the Software as delivered by Mergent. (d) Non-Exclusivity. Customer acknowledges and agrees that Mergent may and will license and distribute the Data and the Software to third parties, including competitors of Customer. 3. Ownership of Data and Software (a) Property of Mergent. All Data and Software are and will remain the property of Mergent. Except as provided for herein, this Agreement will not convey or transfer, or be deemed to convey or transfer, to Customer any rights in the Data or the Software. (b) Valuable Asset. Customer acknowledges that the Data is a valuable asset of Mergent developed by the expenditure of considerable work, time and money, and is the result of Mergent's original and creative selection, coordination and arrangement. The Software is owned by and proprietary to Mergent and is protected as a trade secret and under U.S. copyright laws. The Use or disclosure of the Data or the Software in violation of the terms of this Agreement, without Mergent's express written permission is prohibited. Customer will not contest the validity of any right, title, or interest, including, without limitations, trade secrets and copyrights, asserted by Mergent in, to or in connection with any Data or Software. Customer will honor any reasonable requests by Mergent to perfect and protect, at Mergent's expense, any rights (including copyrights) asserted by Mergent in the Data or the Software. 4. Payments by Customer (a) Fees. In consideration for the limited license granted herein, Customer will pay to Mergent the amounts set forth on the reverse side hereof. Mergent may modify the fees at the end of the Term or any renewal term upon prior written notice to Customer. If Customer has not paid any amount due hereunder within 30 days after the date when due, Mergent may, in its discretion, assess a late charge not exceeding 12% per annum on all such past due amounts, and may terminate any or all of Customer’s rights hereunder, including the right to receive or use the Data. (b) Taxes. Customer will be solely responsible for any and all federal, state and local taxes (excluding corporate franchise taxes and taxes based upon Mergent's net income or revenues) arising or accrued as a result of this Agreement. 5. Disclaimer; Limitation of Liability; Indemnities (a) Disclaimer. MERGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE DATA OR THE SOFTWARE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL DATA AND SOFTWARE IS PROVIDED "AS IS" AND WHEN AVAILABLE. (b) Limitations of Liability. IN NO EVENT WILL MERGENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR FOR CUSTOMER'S LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MERGENT BE LIABLE FOR ANY INACCURACY, OMISSIONS OR ERRORS IN THE DATA, OR FOR DELAYS IN PROVIDING THE DATA OR SOFTWARE. MERGENT WILL NOT BE LIABLE TO ANY THIRD PARTIES FOR ANY CLAIM OR DEMAND BASED ON OR RELATING TO THIS AGREEMENT OR TO THE DISTRIBUTION OR USE OF ALL OR ANY PORTION OF THE DATA OR THE SOFTWARE. IN NO EVENT WILL MERGENT BE LIABLE OR OBLIGATED FOR ANY AMOUNT IN EXCESS OF THE PAYMENTS MADE BY CUSTOMER TO MERGENT HEREUNDER DURING THE TWELVE MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM IS MADE AGAINST MERGENT. (c) Indemnity. Customer shall indemnify and defend Mergent and hold Mergent harmless from any and all losses alleged to be as a result of, relating to, or arising from or in connection with (i) any claim by any client, affiliate or customer of Customer and any third party receiving Data or Software through Customer in connection with the goods/services provided by Mergent under this Agreement; or (ii) any unauthorized use or misuse of the Data, the Software or any of Mergent, Inc.'s trademarks. 6. Term and Termination (a) Term. Upon the expiration of the initial term and each renewal term (if any), this Agreement will renew thereafter automatically for additional successive periods of one (1) year, at the then current rate(s) payable at the start of the anniversary date. unless either party gives the other written notice of its intention not to renew at least sixty (60) days before the end of the then applicable term in which case the Agreement will terminate with the expiration of the then applicable term. All cancellations must be in writing and either faxed or overnight mailed to Mergent. (b) Termination by Mergent. Mergent may terminate this Agreement upon 10 days written notice to Customer if Customer fails to make the payments required by it. Mergent may terminate this Agreement without notice or warning in the event Customer commits any material breach hereof. Mergent may terminate this Agreement upon at least 90 days' notice to Customer, or less notice if 90 days is not practical, in the event Mergent discontinues generally offering the Data to the public. (c) Obligations Upon Termination. Upon termination of this Agreement, Customer will immediately cease Use of the Data and the Software. Customer will, as Mergent shall direct, either return to Mergent or destroy all Data that cannot feasibly be returned and will furnish to Mergent a certificate, satisfactory in form and substance to Mergent, of such destruction. Termination of this Agreement for any reason will not relieve Customer of its obligation to pay to Mergent all fees due and payable prior to the date of such termination. Termination by Mergent for nonpayment or material breach will not relieve Customer of its obligation to pay the fees due for the balance of the Term. 7. Trademarks Mergent® is a registered trademark of Mergent, Inc. Mergent may notify Customer of additional trademarks, registered and not registered, from time to time (the “Trademarks”). Customer may only use such trademarks to identify the source of the Data in accordance with the terms hereof, and will not seek to register or use all of any part of such Trademarks as a corporate name or designation. All use of the Trademarks by Customer inures to the benefit of Mergent. 8. Miscellaneous (a) Survival. Mergent's and Customer's rights and obligations under paragraphs 2, 3, 5, 6 and 7 will survive the expiration or termination of this Agreement. (b) Assignment/Entire Agreement/Waiver. Customer may not assign any of its rights or obligations, in whole or in part, under this Agreement without the written consent of Mergent. This Agreement sets forth the entire agreement and understanding of the parties on the subject matter of the Agreement and supersedes all previous agreements and understandings about that subject matter. Except as set forth herein, this Agreement may be amended, modified, superseded, or canceled, and any of the terms thereof may be waived, only by a written document signed by both parties to this Agreement or, in the case of waiver, by the party waiving any right under this Agreement. (c) Governing Law/Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of South Carolina without reference to principles of conflicts of laws thereof. Each party hereby irrevocably and unconditionally consents, accepts, and agrees to submit to the exclusive jurisdiction of any state or federal court in the County and State of South Carolina in respect of any dispute action, suit or proceeding arising out of, based upon, or relating to, this Agreement. (d) Remedies. Customer expressly acknowledges and agrees that in the event of any breach or threatened breach by it of paragraphs 2(b), 3 or 7 hereof, Mergent will suffer irreparable harm or injury and the remedies available at law will be inadequate to redress such harm or injury. Accordingly, Mergent will, in addition to any and all other remedies available to it, be entitled to temporary or permanent injunctive relief to prevent or discontinue such breach or threatened breach without the necessity of proving damages. The rights and remedies provided by this Agreement will be cumulative and not exclusive. (e) Force Majeure. Mergent shall not be responsible or liable to Customer for any loss or damage arising out of any delay in, or interruption of, the performance of Mergent’s obligations pursuant to this Agreement resulting from Force Majeure, which shall include any act of God, act of governmental authority, act of the public enemy or due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, insurrection, labor difficulty (including strike, work stoppage or slow down), severe or adverse weather conditions, communications line failure or other similar cause beyond the reasonable control of Mergent. (f) Authority/Counterparts. Each of the parties hereto represents and warrants to the other that (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder, and (ii) all necessary action has been duly taken to authorize the individual signing below to sign this Agreement. This Agreement may be signed in two or more counterparts, each of which will be deemed an original, with the same effect as if all signatures were on the same document (h) Affirmative Action. If applicable to this purchase order, subcontract, or bill of lading, the affirmative action clause for disabled workers (41 CFR § 60-741.4), the equal opportunity clause in Section 202 of Executive Order 11246 (41 CFR § 60-1 through 60-50), and the affirmative action clause for covered veterans (41 CFR § 60-250 and 6--300) are hereby incorporated herein by reference. Further, if applicable, seller agrees to file Standard Form 100 (EEO-1) and the VETS-100 or VETS-100A report. The contractor agrees to comply with 29 CFR Part 471, Appendix A to Subpart A. (i) Data Mining and Screen-Scraping. Mergent strictly prohibits data mining, screen- scraping and / or robotic harvesting of Mergent data or any other data provided through Mergent applications. This includes but is not limited to D&B data. In the event of a breach involving data mining, scraping and / or robotic harvesting of Mergent data, Company will notify and provide Mergent with information related to such breach as Mergent may reasonably request. Payment Instructions Credit Card Payments: Visa, MasterCard, Discover, and American Express are accepted. Please call Mergent Billing Department at: 1-800-342-5647 Note: Credit card payments of $2,000.00 or greater are subject to a 3% processing fee Address Changes Please send any address corrections to billing@mergent.com Note: Include “Address Change” in the subject line and note if this is a change for the billing or shipping address Please Include Your Customer and Invoice Numbers on All Payments Send Wire Transfers to: Bank of America Bank Routing # 026009593 Account # 002373419180 Swift Code: BOFAUS3N Make Checks Payable to: Mergent, Inc. P.O. Box 403123 Atlanta, GA 30384-3123 when processing wire transfers to help ensure we apply your payment to the correct invoice(s). Please reference "Wire Transfer" in the subject line. For clients who have D&B products, please confirm your records match the remittance address above Please include your customer and invoice numbers on all payments