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1941 Xceligent (duplicate of 1842)Subscriber Agreement !CELIGENT' 119111l71uC�17�L111 Application •. 5/11/17 Wetro/ • Service Area Territory• . Minimum) Quentin Jackson Orlando Orlando 12 months BILLING START DATE Unless otherwise stated in a supplemental addendum, billing start date will be based on Xceligent's acceptance/execution of this agreement. PRICING Seat # Monthly Price Extended Rate CONTACTSUBSCRIBER •• •N ,BILLING CONTACT INFORMATION Company Name: Sanford CRA Company Name: Contact Person: Sonia Fonseca, SCRA Executive Director Contact Person: Email Address: Sonia.Fonseca@sanfordfl.gov Email Address: Web Address: www.sanfordfl.gov Web Address: Street Address: 300 North Park Avenue Street Address: City, State, zip: Sanford, Florida 32771 City, State, zip: Phone: 407-688-5000 Phone: Fax: Fax: 'PRODUCTS ® CDX Pro SERVICE ACTIVATION CDX Pro: ❑ Xceligent Direct (❑ Market / ❑ Company) Xceligent Direct: PRICING Seat # Monthly Price Extended Rate Subscriber Type Number Monthly Amount 1 $100 $0.00 Brokers/Agents/Users 1 $100.00 Credit Card/Bank info on separate page. Admin Federal Tax ID: Drivers License #: Xceligent Direct 0 0 Total Monthly Rate>> $100 ® An addendum has been made part of this agreement. SUBSCRIBER PAYMENT METHOD Credit Card ACH (Bank Draft) Invoice: ❑Monthly E111yarterly ❑Monthly I ❑Quarterly ❑Semi -Annual If a member opts to pay for service via invoice, only semi-annual and annual options are available. Note that payment must be received before system access will be provided. El Semi -Annual nnual ❑ Semi -Annual ❑Annual ❑Annual Credit Card/Bank info on separate page. IDENTIFICATION INFORMATION: At least one form of ID info required prior to service activation Federal Tax ID: Drivers License #: I State: Other terms and conditions of the CDX ice are set forth on the following pages of this Agreement. If the Subscriber is an entity, the undersigned represents that,he or she ' duly authorized representative of the entitv. SUBSCRIB Signature Name (Print) Title: Date: XCELIGENT, Inc., 103 SE Magellan Dr, Blue Springs, MO 64014 Signature: / ncw. Name (Print): 3 (' !2 kA e. K C C:.e, - r VL._ 01,Grct is r Title: 5/-/(,//-7 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 Terms and Conditions are incorporated herein, and Subscriber acknowledges that Subscriber has been given the opportunity to read, understand and agree to the Terms and Conditions and agree to be bound by such Terms and Conditions. 1 ? This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic delivery will be effective as delivery of a manually executed counterpart of this Agreement. z, 1 Access Code: The log in code and password combination assigned to each User allowing access to the CDX Service. 2.2 CDX (Commercial Data Exchange): The CDX Application and the Database Content that is available as part of the CDX Service. _.• CDX Application: Xceligent's proprietary software application used to provide the CDX Service. CDX Service: Xceligenfs standard web -based commercial real estate service offered by Xceligent that provides subscribers a means to profile 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 CDX by Subscriber, Subscriber's Users and/or Xceligent. _.6 Derivative Works: Reports or any other products produced utilizing or derived from Database Content. Users: Those designees of Subscriber with Access Codes registered to access the CDX. 1 To the extent that the Subscription Fees for the CDX Service are quoted as a monthly rate, Subscriber will be invoiced in advance for such Subscription Fees. All fees are non-refundable. If Xceligent terminates this Agreement pursuant to Section 4.2 or 4.3 of this Agreement, all fees due by Subscriber through the end of the current term are accelerated and immediately due and payable. The Monthly Subscription Rate for any Renewal Term may be changed by Xceligent by providing Subscriber with written notice of such change at least ninety (90) days prior to the end of the then current Term. Xceligent will directly bill Subscriber for all of its Users. The following personnel associated with Subscriber are required to be Users: (i) All licensed real estate professionals that derive the majority of their annual income from the sale or lease of commercial real estate, as well as administrative personnel; (ii) if Subscriber's primary focus is commercial real estate development, all real estate professionals engaged in the sale or lease of real estate, regardless of whether they hold real estate licenses are required to be Users, as well as administrative personnel, and (iii) if Subscriber is not a real estate brokerage firm (considered an "Affiliate Subscriber"), all personnel associated with an Affiliate Subscriber who are issued an Access Code by Xceligent. Subscriber shall, in addition to paying its Subscription Fees, pay all sales taxes, use fees, excise fees, tariffs and any other charges by governments related to its use of the CDX Service, excluding those based upon Xceligenfs net income. 6 Late payments will accrue interest at 1%% per month (or, if lesser, the maximum rate permissible by law) measured from the date the amount was due until the date such amount is paid by Subscriber. if Xceligent commences collection proceedings to recover past due amounts, Subscriber shall pay all reasonable collection costs incurred, including reasonable attorney's fees. ..7 Subscriber may request Users to have access to the CDX Service in addition to the number of Users set forth on page 1 of this Agreement, on the terms described herein. Upon enabling the additional Users requested by Subscriber, no further documentation will be required between Subscriber and Xceligent. Xceligent will automatically incrementally bill Subscriber at the then applicable monthly rate per User per additional User on the next applicable invoice. It is understood and agreed that the number of Users may be increased during the term of this Agreement, but may not be decreased without the prior written consent of Xceligent. Upon any renewal of the term of this Agreement, with respect to each additional User who was added during the immediately preceding term, Subscriber will continue to be billed by Xceligent for such additional User at the then applicable monthly rate per User. 3.3 If Subscriber's account is thirty (30) days or more overdue then, in addition to any of its other rights or remedies, Xceligent reserves the right to suspend Subscribers access to the CDX Service, without liability to Subscriber, until such amounts are paid in full. I i The Term of this Agreement shall commence on the execution date by Xceligent and shall remain in effect for a period no less than stated on page 1 of this Agreement (the "Initial Term"). IF NOT OTHERWISE TERMINATED AS HEREIN PROVIDED, THIS AGREEMENT SHALL (A AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR PERIODS FOLLOWING THE END OF THE INITIAL TERM (EACH, A Initials: "RENEWAL TERM, AND TOGETHER WITH THE INITIAL TERM, THE "TERM"). EITHER PARTY MAY TERMINATE THIS AGREEMENT WITH WRITTEN NOTICE SIXTY (60) DAYS PRIOR TO THE END OF THE CURRENT TERM. 2 Either party may provide notice of termination of this Agreement and exercise its rights and remedies provided in this Agreement and by law in the event of a material breach by the other party which remains uncured after 30 days written notice of such breach. The cure period will not apply to any breach by Subscriber of Sections 5.1, 5.2 or 7.1 of this Agreement. Additionally, Subscriber shall not have more than two (2) notice and cure opportunities in any twelve month period. . 3, Either party may terminate this Agreement K any of the following occurs: (a) the other party becomes insolvent, (b) voluntary or involuntary proceedings by or against the other party are instituted in bankruptcy or under any insolvency law, (c) a receiver or custodian or similar agent is appointed for the other party, (d) proceedings are instituted by or against the other party for corporate reorganization or the dissolution of such party, which proceedings, if involuntary, shall not have been dismissed within 30 days after the date of filing, (e) the other party makes an assignment for the benefit of creditors, (f) all or substantially all of the assets of the other party are seized or attached and not released within 30 days thereafter, or (g) the other party has ceased its on-going business operations. 4.4 Except as specifically provided herein, termination of this Agreement shall be without prejudice to any right of the party seeking termination to also sue for damages resulting from any breach of this Agreement. . 4.5 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, 3.1, 3.2, 3.6, 4.5, 7, 6, 9 10 and 11, (b) Subscriber shall immediately pay all amounts owed under this Agreement, and (c) Subscriber shall and shall cause all of its Users to cease using the CDX Service and no longer utilize and promptly destroy all Database Content not entered into by Subscriber or Subscribers Users received hereunder. m - Xceligent will give an Access Code to each User. It is understood and agreed that in order to receive an Access Code, a User must accept Xceligent's terms and conditions on the CDX web site. ., 2 Subscriber and/or Subscribers Users shall comply with all Xceligent's security procedures to maximize the security of the CDX Service, including prevention of sharing Access Codes and unauthorized access to the CDX Service. Each Access Code is personal to the User and such User is obligated to keep the Access Code confidential and may not share the Access Code with any other employee of Subscriber or any third party. Subscriber shall be responsible for any breach of such obligations by any of its Users. Subscriber shall immediately notify Xceligent if any third party gains or has the potential to gain access to any of Subscribers Users Access Codes, and shall be fully responsible for any and all activities that occur under any Access Code, whether conducted by a User or a third party. Xceligent may from time to time change, update or enhance the CDX Service, by posting a notice of the change on the CDX web site. 5.4 Subscriber is solely responsible for acquiring and installing all equipment, hardware, software (including web browser software), telecommunications lines, Internet access connections and other items (the "Access Svstems") necessary to use the CDX Service. 6 , During the Term, Subscriber agrees not to compete with Xceligent in the development and marketing of a software or database application that will offer a computerized data service for commercial real estate. c,.._ Xceligent represents and warrants that the up -time for Users access to the CDX Service will be 99.7% measured on a monthly basis for all Users accessing the CDX Service in the preceding calendar month. The up -time computation under this Section 6.2 shall exclude: (i) down-time resulting from factors beyond the reasonable control of Xceligent, including but not limited to actions or inactions of any User or any third parties not affiliated with Xceligent or failures that resulted from any Users equipment and/or third party equipment; and (ii) down-time resulting from scheduled maintenance or upgrades. Subscribers sole remedy for service outages for the CDX Service will be a prorated credit on the next invoice. Any unused credits at the end of the end of the Term shall extend the Term until such unused credits are reduced to zero (by applying such credits against the then applicable monthly rate). 63 No more than twice in any 12 month consecutive period, Xceligent may audit Subscriber during normal business hours for the purpose of ensuring Subscriber's compliance with the terms and conditions of this Agreement, upon at least ten days prior written notice; provided, however, that the limit on the number of audits per year shall not apply if an audit indicates any Subscriber non-compliance under this Agreement. If the audit indicates there is a breach in Subscriber's compliance with this Agreement: (i) Xceligent may, if the breach is not curable, immediately terminate this Agreement and pursue its legal remedies or if the breach is curable, terminate this Agreement and pursue its legal remedies if such breach is not cured within 15 days or such additional time as mutually agreed upon by the parties if such breach is not curable in fifteen 15 days. Subscriber may not submit any image to the CDX if Subscriber has granted exclusive rights to the image to a third party, nor may Subscriber submit any image to the CDX and thereafter grant exclusive rights to the image to a third party. Subscriber may not submit any image obtained from the CDX to a third party if a requirement of submitting the image is the granting of exclusive rights to the image. Xceligent may reject or refuse to use, distribute or display any Database Content that it considers to be defective, libelous, inaccurate, incomplete or that violates, misappropriates or infringes any rights of any third party. Neither Subscriber nor any User may submit any property descriptions, photographs, images, financial, transactional, tenant, contact or other information to the CDX unless Subscriber has legal rights to publish, advertise and distribute that information. Subscriber hereby grants to Xceligent a non-exclusive license to develop, use, display, distribute, exploit and sell Derivative Works utilizing Database Content entered into the CDX by or on behalf of Subscriber and Subscriber's Users. If an error in the Database Content or in any information contained in the CDX is caused by Xceligent, Subscriber's sole remedy will be the correction of the error after notice to Xceligent. Xceligent may modify or suspend access to the CDX Services (a) as necessary to comply with any law or regulation as reasonably determined by Xceligent, (b) to comply with any court order or instruction or (c) if deemed reasonably necessary by Xceligent to prevent substantial harm to Xceligent or their businesses. Xceligent shall retain all right, title and propriety interest (including without limitation all copyrights, trademarks, patents, and trade secrets) in and to the CDX Service (other than Subscriber's Database Content), CDX Application and CDX including the designs, user interfaces, protocols, the "look and feel" of all screens and the organization and presentation of any of its components and Subscriber shall not acquire any proprietary rights thereto. Subscriber acknowledges that the development of the CDX Service, CDX Application and CDX involved the expenditure of substantial time and money. Except as expressly provided herein, Xceligent does not grant any rights to Subscriber or any Users under any patents, copyrights, trademarks or trade secret information. Subscriber shall not alter or remove Xceligent's name, trademarks, copyright notices, disclaimers or other restrictive legends on the CDX Service, CDX Application and CDX, any component thereof. 6 Without limiting any other provision in this Agreement, Xceligent grants Subscriber a limited, non-exclusive, non -transferable, non -assignable, revocable license to use the CDX Service (and the Database Content not entered into by Subscriber or Subscriber's Users) solely for internal use including the provision of services to its clients or marketing its services to prospective clients in accordance with the terms, restrictions and limitations set forth herein (including without limitation, the prohibitions set forth in Section 7.7). 7,17 Subscriber acknowledges that the following are strictly prohibited: (i) the license, grant, transfer, sale, assignment, and distribution of the CDX Service (and the Database Content not entered into by Subscriber or Subscriber's Users) or otherwise making the CDX Service (and the Database Content not entered into by Subscriber or Subscriber's Users) available to, or utilizing for, any third party;(ii) redistribution to any third party any Database Content not entered into by Subscriber or Subscribers Users; and (iii) developing a competitive product or service or building a product using the same features and functions of the CDX Service or similar ideas, features, functions, or ra hits. eI Subscriber represents, warrants and covenants that, and Subscriber will comply with all applicable laws, rules and regulations. Subscriber represents, warrants and covenants that (i) neither the execution of this Agreement by Subscriber nor its performance of its obligations hereunder violates any agreement to which it is a party or by which it is bound, (ii) it has the right to enter into this Agreement and perform its obligations hereunder and to grant to Xceligent the rights set forth in this Agreement and the rights in the Database Content submitted by Subscriber and its Users, (iii) no submission of Database Content will violate the rights of any third party, whether those rights arise by contract or otherwise, and (iv) Subscriber will comply with all applicable laws, rules and regulations with regard to the performance of its obligations hereunder and the use of the CDX Service. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, XCELIGENT DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING BY 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. a.a Access by Subscriber and Users to Database Content and modifications or additions thereto and related documentation, regardless of form, is provided "as is" and with all faults and the entire risk as to satisfactor ualit , rformance, accurac and effort is with Subscriber. 9.1 Subscriber shall indemnify Xceligent and its directors, officers, employees and affiliates (collectively, the "Covered Entities") and defend and hold harmless the Covered Entities from and against any and all losses, damages, expenses and liabilities suffered by any of them or to which any of them become subject, resulting from, arising out of or relating to: (1) any claim, action or demand with respect to the business, resources, technology or services of Subscriber (including the Database Content of Subscriber) for: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography or violation of the rights of privacy or publicity; or (c) spamming or any other offensive, harassing or illegal conduct or violation of the acceptable use guidelines of the CDX; or (2) the business, resources or services of Subscriber (including the Database Content of Subscriber). Subscriber shall not enter into any settlement that adversely affects Xceligent's rights or interests without first obtaining the prior written consent of Xceligent, as applicable. Xceligent shall defend, indemnify and hold Subscriber harmless Subscriber from and against any and all losses, damages, expenses and liabilities suffered by Subscriber or to which Subscriber become subjects, resulting from, arising out of or relating to any completed third party claim, demand or action that the CDX Service (excluding the Database Content and any information or technology provided by any Subscriber and excluding any combination of Database Content with other products or information not a part of the CDX) infringes the United States patents, trademarks, copyrights, trade secrets or other intellectual property rights of any third party. in no event will the obligations of Xceligent under this Section 9.2 apply to any claim which arose from (i) a use of the CDX Service by Subscriber or any of its Users which was not in accordance with the terms of this Agreement, or (ii) a modification to the CDX Service not consented to in writing by Xceligent. Without limiting the generality of the foregoing, should the CDX Service or any part thereof become, or in Xceligent's opinion be likely to become, the subject of a claim of infringement or the like, Xceligent may, in its sole discretion procure for Subscriber the right to continue using the CDX Service, or replace or modify the CDX Service without changing its functional capabilities, so that the CDX Service becomes non -infringing. If Xceligent determines in its discretion that the foregoing are not reasonable, Xceligent may terminate this Agreement and refund to Subscriber the entire fees paid to Xceligent by Subscriber prorated to reflect use of the CDX Service by Subscriber prior to commencement of the claim or roceedin described herein. .a' XCELIGENT'S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER PURSUANT TO THIS AGREEMENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE ACTION OR OMISSION GIVING RISE TO SUBSCRIBER'S CLAIM. 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 arisinq in connection with this Agreement. even if informed of the possibility of such damages by the Subscriber. s,.; Subscriber may not assign this Agreement or any of Subscriber's rights or obligations hereunder without Xceligent's prior written consent. 12 This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties. z. Subscriber agrees to allow Xceligent to use Subscriber's name and logo for the purpose of indicating Subscriber is a client of Xceligent without indicating any endorsement of any services provided. 1 Subscriber acknowledges that a violation of this Agreement by it may cause substantial and irreparable injury to Xceligent for which Xceligent's remedies at law may not be adequate. Accordingly, Subscriber agrees that Xceligent shall be entitled to seek injunctive relief with respect to any breach, or threatened breach, of this Agreement, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which Xceligent may be entitled at law or in equity. The rights and remedies provided for in this Agreement are cumulative and shall be in addition to any other rights and remedies provided by law or in equity. i,.s All notices relating to this Agreement must be in writing and either delivered personally, mailed (first class mail, postage paid) certified mail, return receipt requested), by overnight courier 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. This Agreement and all of the transactions contemplated hereby will be governed by and construed in accordance with the laws of the state of Missouri, without regard to any conflict or choice of law principles. The parties expressly agree to submit all disputes concerning this Agreement to the exclusive personal jurisdiction and venue of the federal and state courts sitting in Kansas City, Missouri. ii 7 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. , ;.a The parties to this Agreement are independent contractors. No party has any right or authority to act on behalf of any other party. I This Agreement constitutes the entire agreement, and supersedes all prior 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. .}o Neither Xceligent nor Subscriber will be liable for delays or failure in performance where the delay or failure is due to an event beyond either's control, including acts of God, war, terrorism, dvil disturbance or otherwise. ,, Neither party may disclose the terms and conditions of this Agreement to any third party. Subscriber Agreement 3�KCELIGENT" BUILDING DATA. EVERYWHERE. Sanford CRA • Sonia Fonseca Orlando SUBSCRIBER PAYMENT METHOD Credit Card ACH (Bank Draft) ©Monthly nQuarterly ns mi -Annual NAnnual nVISA nmaster Card [-] AMEX [-]monthly ElQuarterly nSemi-Annual E]Annual Cardholder's Name: Name of Financial Institution: Card Billing Address: I'l —Account Number: Card Billing City/ST/Zip: I'l —ABA/ Routing Number: Account #: (Voided check required.) Exp Date: I authorize Xceligent, Inc. to process payment for services based on the information I have provided above. Name (Print): 'SO),uc, G-rs" c -c: -- Date: '5//!2 La SubscriberUsers .Please check if Name NRDS # Phone # & Ext Email Address ...... REALTOR@ (if applicable) Other Company Users: Admins Name Position I Phone # & Ext. Email Address Subscriber Agreement C E L I G E N T BUILDING DATA. EVERYWHERE. Subscriber Agreement Special Conditions & Notes (Sanford CRA) — Subscriber 1. ORDER OF PREFERENCE: In the case of any inconsistencies or conflict among the standard terms and conditions of the Xceligent contract, and this addendum, the addendum shall take precedence. 2. CHANGES TO AGREEMENT: This Agreement maybe amended only by written agreement of the parties executed by their authorized representatives. 3. IMMIGRATION AND NATIONALITY ACT: In compliance with 8 U.S.0 Section 1324a(e) [Section 274A(e) of the Immigration and Nationality Act(INA)] the City will not intentionally make an award or upon discovery of a violation will unilaterally cancel this agreement with Xceligent or any provider who knowingly employs unauthorized alien workers. Xceligent and Subscriber agree to the following amendments to the Terms and Conditions: 1. Section 3.5. of the General Terms and Conditions, under "Fees and Payment" - Amended to provide that Subscriber is tax exempt and will provide certificate as proof. 2. Section 9. of the General Terms and Conditions, under "Indemnities"— Omit Sections 9.1 and 9.2 in their entirety 3. Section 11.6 of the General Terms and Conditions, under "General' will be Omitted in its entirety, and replaced with the following: 4. This Agreement and all of the transactions contemplated hereby will be governed by and construed in accordance with the laws of the state of Florida. All parties agree to submit all disputes concerning the Agreement to the exclusive jurisdiction and venue of the Federal and State courts of Seminole County Florida 5. City of Sanford Market Direct will also cover Sanford CRA SUBSCRIBER By: Name (Print): Title: Date: f� XCELIGENT, Inc. By: Name (Print): Title: Date: