HomeMy WebLinkAboutContract4D AVCaptureAll
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") entered into on this _ day of November, 2018
("Effective Date") between AV Capture All, Inc., a Washington State Corporation having a
principal place of business at 19125 Northcreek Parkway, Suite 120, Bothell, WA 98011(referred
to herein as "Licensor"), and City of Medina, Washington, a Washington municipal corporation having
a principal place of business at 501 Evergreen Point Road, Medina, Washington 98039 (referred to
herein as "Subscriber"), collectively referred to as "Parties", along with any documents attached
hereto or incorporated by reference herein ("Exhibit"), governs Licensor's obligations to
Subscriber and Subscriber's rights with respect to Products as defined in Section 1.7 furnished by
Licensor. In consideration of the mutual promises contained herein, the Parties agree as follows:
1. DEFINITIONS
1.1 "Authorized User" means an individual who has Subscriber's permission to use the
Licensor's Products. An Authorized User must be a salaried staff employee of
Subscriber or person responsible for configuration, administration, management, and
maintenance of electronic computing and storage devices. For purposes of this
Agreement, the use of the term "Subscriber" hereinafter shall denote Subscriber and
Authorized Users as a single whole.
1.2 "Billing Document" means an electronic and/or hardcopy document such as sales
invoice, purchase receipt, or other document(s) issued by Licensor, which indicates
the items, quantities, and prices for Products provided to Subscriber.
1.3 "Billing Period" means the minimum time interval within the Subscription Term, as
specified on the Billing Document, for which the Subscription Fee is paid.
1.4 "Content" means the audio, video and metadata digitally captured and stored
through the use of Licensor's Products.
1.5 "Hosting" means the storage and delivery of Subscriber's Content. Content may be
stored on Subscriber's local capture drive, Subscriber's local network server or
Licensor's hosted server.
1.6 "Other Software" means any third -party software installed and used on the same
computer that Licensor's Products are installed on.
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1.7 "Products" shall mean the software, service and/or hardware manufactured,
developed provided, offered and/or licensed by Licensor, (whether free of charge or
in exchange for a Subscription Fee, as determined by the Licensor), all as further
described in Exhibit A.
1.8 "Subscription" means the receipt of Products by Subscriber, in exchange for payment
of the Subscription Fee in compliance with the terms and conditions of this
Agreement. "Active Subscription" refers to any Subscriptions (including suspended
Subscriptions) that are not terminated.
1.9 "Subscription Fee" means the amount due for each Subscription for each Billing
Period during the Subscription Term. The Subscription Fee is described in Exhibit A.
The Subscription Fee does not include taxes, customs duties, penalties, interests,
shipping charges, and other costs (if any).
1.10 "Subscription Term" means the time period during which Subscriber is entitled to
receive Product(s) from Licensor, provided that the terms and conditions of this
Agreement are complied with. The Subscription Term is listed in Exhibit A.
1.11 "Support" means service provided by Licensor in association with providing Products
to Subscriber for the Subscription Term.
2. SCOPE OF AGREEMENT
2.1 Licensor shall hereby grant Subscriber the right to obtain, install and use, for the
duration of the Subscription Term, the Products described herein as indicated on
Exhibit A, subject to the terms, conditions, and limitations specifically set forth in this
Agreement.
2.2 This Agreement and the attached Exhibits constitute the entire Agreement.
3. ACCEPTANCE OF THIS AGREEMENT
3.1 This Agreement will become effective upon the Effective Date. The terms of any
purchase order or invoice that is issued by either party in connection with this
Agreement shall not modify the terms of this Agreement.
4. SUBSCRIBER GENERAL OBLIGATIONS
4.1 Subscriber shall inform all of its Authorized Users of the terms and conditions of this
Agreement. Subscriber shall enforce their Authorized User's compliance with all the
requirements of this Agreement.
4.2 Subscriber shall refrain from assigning Authorized User rights to any individuals
and/or legal entities that are not immediate employees of Subscriber, and to take full
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responsibility for any actions on their part that could lead to abuses or violations of
the terms and conditions of this Agreement.
4.3 Subscriber shall not use the Content for any unlawful purposes or actions. In the
event that Subscriber uses the Content to violate the rights of a third party or violates
applicable laws, Subscriber agrees to defend, indemnify and hold Licensor harmless
against all lawsuits, liability, charges, and penalties, including resulting costs and
expenses and payment of attorney fees, that may arise as a result of such actions.
4.4 Subscriber and Authorized Users will assist Licensor in the installation of Product
during normal business hours by providing the following: (i) sufficient work space for
Licensor; (ii) access to the Internet for the computer on which the Product(s) is
installed; (iii) access to the Content storage device; and (iv) access to the Authorized
Users so that Licensor may properly train the Authorized Users.
4.5 Subscriber acknowledges that Licensor's Product (other than operating system) is the
primary software on the device that Licensor's Product is installed on and that any
Other Software is considered secondary. Subscriber shall be solely responsible for
any secondary software that conflicts with Licensor's Products. Licensor is not
responsible for any loss of Content as a result of conflicts from Other Software.
5. LICENSOR GENERAL OBLIGATIONS
5.1 Licensor shall provide the Products and services listed on Exhibit A.
5.2 Licensor shall, for the duration of the Subscription Term, promptly notify and provide
Subscriber of free Product updates and upgrades that Licensor makes generally
available to subscribers of the Products. Such free Product updates and upgrades do
not include any custom development or implementation undertaken on Subscriber's
behalf.
5.3 Licensor shall notify Subscriber as soon as reasonably feasible of any intended
material change, discontinuation or addition to the Products listed on Exhibit A.
Additional terms regarding Product may be described on Exhibit A.
5.4 Licensor shall perform the following duties: (i) assist Subscriber with any and all
documentation required to execute this Agreement; (ii) assist Subscriber with the
download and installation of Licensor's Products; (iii) train Subscriber and Authorized
Users on the features and use of Licensor's Products; and (iv) provide support for
Licensor's Products as described below.
5.5 Licensor shall provide the following support for the duration of the Subscription Term:
(i) provide Licensor's contact information; (ii) respond within one (1) hour via phone
or email from initial contact from Subscriber; (iii) contact and assist Subscriber with
Product updates/upgrades; and (iv) train new Authorized Users.
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5.6 Support required by Subscriber outside of normal business hours may incur
additional costs to Subscriber.
5.7 Licensor shall indemnify, defend and hold harmless Subscriber for any and all costs
(including attorneys' fees), liabilities, losses, and expenses resulting from any claim,
suit, action, or proceeding brought by any third party arising out of or relating to the
acts, errors or omissions of Licensor or the Agreement by Licensor, except for injuries
and damages caused by the sole negligence of Subscriber.
5.8 In addition, Licensor shall indemnify, defend and hold harmless Subscriber for any
claim, suit, action or proceeding by any third party alleging that Subscriber's use of
the Products in compliance with this Agreement infringes an intellectual property
right.
5.9 Licensor represents, warrants and agrees that the Services do not contain and the
Customer will not receive from Vendor any virus, worm, trap door, back door, timer,
clock, counter or other limiting routine, instruction or design, or other malicious, illicit
or similar unrequested code, including surveillance software or routines which may,
or are designed to, permit access by any person, or on its own, to erase, or otherwise
harm or modify any Customer system or Data (a "Disabling Code").
5.10 Work by subcontractors is subject to the same restrictions, limitations, and conditions
as if the work were performed by Vendor. Vendor shall be responsible and liable for
all work performed by its subcontractors and others performing work on its behalf as
if the work were performed by Vendor and shall ensure that all such work is
performed in compliance with this Agreement and applicable law.
6. TERMS OF PAYMENT
6.1 At Licensor's discretion, Subscription Fees, reimbursable expenses, interest, and
other costs for which Subscriber is obligated may be invoiced together or separately.
6.2 Subscriber shall make payment within forty-five (45) days after the submittal of an
approved invoice.
6.3 In the event of nonpayment or late payment by Subscriber, Licensor reserves the right
to suspend the Subscription pending Subscriber's payment of all amounts in arrears
or to terminate this Agreement in accordance with Section 12 below, and/or pursue
other remedies permitted by law. Subscriber agrees to be responsible and liable for
all collection costs, including reasonable attorney fees, incurred as a result of
nonpayment of the Subscription Fees and/or reimbursable expenses, as well as for
interest on past due sums at the lesser of the maximum legally chargeable interest
rate or 18 percent per annum.
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6.4 In the event of early termination of any Subscription or this Agreement, Subscriber
agrees to pay Licensor compensation in an amount consisting of the following: (i) any
amounts owed by Subscriber in the form of outstanding payments as of the time of
termination; and (ii) fifty (50) percent of the total balance due of the remaining
Subscription Term, capped to a maximum of six months.
7. RENEWAL
7.1 Each Subscription associated with this Agreement shall remain in force for the
duration of its Subscription Term, unless terminated in accordance with Section(s) 9
or 11 below. Licensor shall notify Subscriber of renewal terms ninety (90) days prior
to the end of the Subscription Term. If a renewal Agreement is not in place by the
end of the Subscription Term, the Subscription Agreement will renew automatically
for a period equivalent to the length of the current Subscription Term at current
pricing. Any renewal period shall be governed by the terms and conditions of this
Agreement, unless modified by terms provided by Licensor to Subscriber prior to the
commencement of a renewal term.
7.2 This Agreement shall remain in full force and effect for as long as any Subscription
remains active.
8. VOLUNTARY SUSPENSION OF SUBSCRIPTION
8.1 Whenever a situation may arise where Subscriber needs to suspend the operations
for which a particular Subscription is used, Subscriber shall have the right to request
that Licensor suspend any or all Subscription(s) for a specified period of time without
incurring early termination penalties and reactivation charges. The terms and
conditions for suspension and reactivation of the Subscription(s) shall be made by a
written instrument, agreed and signed by both Parties. At no time shall such a
Voluntary Suspension be longer than ninety (90) calendar days.
9. TERMINATION OF SUBSCRIPTION
9.1 The Parties may voluntarily terminate any Subscription prior to the expiration date of
the Subscription Term, without indicating their reasons for termination, by serving
written notice to the other Party no later than thirty (30) days prior to the date of
termination. Access to and usage of the Products related to the terminated
Subscription shall be prohibited as of the date of termination. Upon termination,
with respect to the Products related to the Subscription being terminated, Subscriber
shall (i) discontinue all use of the Products, and components thereof; and (ii) if so
required elsewhere in this Agreement or Exhibits, return or destroy any items relating
to the Products (including but not limited to, media, software, hardware, and
electronic and printed documentation).
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9.2 Any remaining Active Subscriptions shall remain in full force unless terminated as
provided herein.
10. REFUND
10.1 In the event of voluntary termination of any Subscription(s) or this Agreement,
Licensor shall refund to Subscriber the unused portion of the total Subscription Fee
pre -paid by Subscriber for the Subscription Term for any Subscription(s) being
terminated. The unused portion of the Subscription Fee shall be calculated beginning
on the thirty-first (31) day after receiving written notice from Subscriber, less any
amounts owed by Subscriber for unpaid fees as of the termination date.
10.2 Should Licensor terminate this Agreement due to a breach on the part of Subscriber,
Subscriber will not be entitled to a refund.
11. TERMINATION OF AGREEMENT
11.1 The Parties may voluntarily terminate this Agreement at any time and for any reason,
subject to the provisions of Section 10, by serving written notice to the other Party
no later than thirty (30) days prior to the date of termination.
11.2 Licensor may terminate this Agreement upon prior written notice in the event of
Subscriber's breach of any of the terms and conditions of this Agreement. Access to
and usage of the Product related to the suspended Subscription(s) shall be prohibited
as of the date of suspension thereof. Subscriber shall be liable for all fees and costs
incurred during the period of such suspension. Upon termination of this Agreement,
Subscriber shall (i) discontinue all use of the Product; (ii) if so required elsewhere in
this Agreement or Exhibits, return or destroy any items relating to the Product
(including but not limited to media, software, hardware, and electronic and printed
documentation); and (iii) provide written notice to Licensor by mail, fax, or email,
certifying that Subscriber has complied with this paragraph.
11.3 Licensor shall not be liable for any expenses incurred by Subscriber as a result of
termination of this Agreement as a whole or any Subscription in particular.
11.4 The provisions and terms of this Agreement pertaining to the Parties' financial
obligations and liability, proprietary rights, copyright protection, as well as Subscriber
obligations relating to the termination procedures described herein and any other
provision which by its nature should survive, shall remain in force after any
termination of this Agreement as a whole or any Subscription in particular.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Products, and other items supplied by Licensor may contain authorship materials,
trademarks, word -marks and other materials that are protected by international
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conventions and national trademark and copyright laws. All proprietary rights and
rights of ownership shall be reserved to their owners, including rights of authorship,
creation of derivative works (including translation to foreign languages), inclusion in
compilations and collective works, dissemination, and other rights. Subscriber shall
refrain from claiming proprietary rights by virtue of access and use of the Products,
and components thereof.
13. CONFIDENTIALITY
13.1 If Licensor and Subscriber have signed a separate non -disclosure agreement, the
terms of such non -disclosure agreement control and are incorporated herein. In the
event that Licensor and Subscriber have not signed a separate non -disclosure
agreement, Subscriber acknowledges that by reason of this Agreement herein it will
have access to certain confidential information and materials concerning Licensor's
business, plans, methodology, customers, technology, and Product, including without
limitation certain information that Licensor considers to be trade secrets
("Confidential Information"). Subscriber agrees that, except in conjunction with the
performance of its obligations contained herein, Subscriber will not use in any way
for its own account or the account of any third party, nor disclose to any third party
except as may be required by law, any such confidential information revealed to it in
written or other tangible form or orally, and identified as confidential or which by the
nature of the information or the context of its disclosure ought to be understood to
be confidential, by Licensor without the prior written consent of Licensor. Subscriber
shall take every reasonable precaution to protect the confidentiality of such
information. Upon request by Subscriber, Licensor shall advise whether or not it
considers any particular information or materials to be confidential. If Subscriber is
required to make any disclosure of Licensor's confidential information, to the extent
it may legally do so, it will give reasonable advance written notice to Licensor of such
disclosure and will use its reasonable efforts to secure confidential treatment of such
confidential information prior to its disclosure (whether through protective orders or
otherwise). Each party shall be entitled to disclose the existence of this Agreement,
but agrees that the terms and conditions of this Agreement shall be treated as
confidential and shall not be disclosed to any third party; provided, however, that
each party may disclose the terms and conditions of this Agreement as follows: (i) as
required by any court or other governmental body; (ii) as otherwise required by law;
(iii) to legal counsel of the parties; (iv) in confidence, to banks, investors,
underwriters, investment bankers and other financing sources and their advisors; and
(v) in connection with the enforcement of this Agreement or rights under this
Agreement.
14. FORCE MAJEURE
14.1 The Parties shall be absolved of liability for delays caused by events beyond the
Parties' control. Such events shall include acts of natural phenomena, war, popular
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unrest, epidemics, fire, flood, earthquake and other natural disasters, failures in the
operation of computer networks and communications systems, and disruptions in the
operation of postal and courier services.
15. INSURANCE
15.1 Licensor shall procure and maintain for the duration of the Agreement, and at its sole
cost and expense, insurance covering its obligations under this Agreement.
15.2 Except as specified in Section 15.3, Licensor shall furnish to Subscriber, within thirty
(30) days of the effective date of the Agreement, copies of or Certificates of Insurance
on its insurance policies. The Certificates of Insurance shall list the coverage limits
and deductibles. Licensor shall provide Subscriber with written notice of any policy
cancellation within fifteen (15) days of the receipt of such notice. Licensor shall
obtain replacement insurance policies before the prior policy cancellation and
provide copies of the newly enacted insurance policy.
15.3 Licensor shall provide evidence of Licensor's cyber-liability insurance policy no later
than January 15, 2019. Failure of Licensor to provide evidence of its cyber-liability
insurance policy by January 15, 2019 constitutes a material breach of contract, upon
which Subscriber may, after giving five (5) business days' notice to the Licensor to
correct the breach, immediately terminate the contract.
15.4 Licensor's maintenance of insurance as required by this Section 15 shall not be
construed to limit the liability of Licensor to the coverage provided by such insurance,
or otherwise limit the Subscriber's recourse to any remedy available at law or equity.
15.5 Failure on the part of Licensor to maintain the insurance as required shall constitute
a material breach of contract, upon which Subscriber may, after giving five (5)
business days' notice to Licensor to correct the breach, immediately terminate the
contract.
16. DISCLAIMER OF WARRANTIES
16.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, LICENSOR,
ITS PARTNERS, AND SUPPLIERS PROVIDE THE INFORMATION AND THE PRODUCTS "AS
IS" WITH All FAULTS AND DEFECTS THEREIN AND WITHOUT ANY WARRANTIES AND
CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR
AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF
WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, All WITH REGARD TO THE
INFORMATION, SERVICES AND PRODUCTS OR THE PROVISION OF OR FAILURE TO
PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH INFORMATION AND PRODUCTS
OR OTHERWISE ARISING OUT OF THE USE OF THE INFORMATION, SERVICES, AND
PRODUCTS. THE INFORMATION FURNISHED BY LICENSOR MAY BE USED SOLELY FOR
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REFERENCE PURPOSES IN THE PROCESS OF INFORMATION EXCHANGE AND SHALL BE
USED IN ADDITION TO AND IN CONJUNCTION WITH APPLICABLE REQUIREMENTS OF
LAWS, CODES, RULES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS
ESTABLISHED BY AUTHORITIES POSSESSING VARIOUS LEVELS OF JURISDICTION. ALSO,
THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT WITH
REGARD TO THE INFORMATION AND PRODUCT PROVIDED.
17. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
LICENSOR, ITS PARTNERS, OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF CONTENT OR CONFIDENTIAL OR OTHER
INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF
PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE
CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS
WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR
INABILITY TO USE THE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE
SUPPORT OR OTHER SERVICES FOR SUCH PRODUCT OR OTHERWISE ARISING OUT OF
THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY
PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT
(INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF
CONTRACT OR BREACH OF WARRANTY OF LICENSOR, ITS PARTNERS, OR ANY
SUPPLIER, AND EVEN IF LICENSOR, ITS PARTNER, OR ANY SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER SHALL REFRAIN
FROM ASSIGNING LIABILITY TO LICENSOR FOR USAGE OF THE INFORMATION
SUPPLIED, BASED ON THE CIRCUMSTANCE THAT LICENSOR MERELY SUPPLIES THE
INFORMATION BUT DOES NOT GENERATE IT, UNLESS EXPRESSLY STIPULATED
OTHERWISE.
18. LIMITATION OF LIABILITY AND REMEDIES
18.1 NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES
REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR
ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR, ITS PARTNER, AND ANY OF ITS
SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT OR ANY THEORY OF
LIABILITY SHALL BE LIMITED TO THE GREATER OF THE SUBSCRIPTION FEE ACTUALLY
PAID BY SUBSCRIBER OR THE INSURANCE LIMITS STATED IN SECTION 15. ANY CAUSE
OF ACTION BY SUBSCRIBER WITH RESPECT TO ANY PRODUCT PROVIDED MUST BE
INSTITUTED WITHIN ONE (1) YEAR OF THE CLAIM OR CAUSE OF ACTION HAVING
ARISEN. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALLAPPLY
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY
FAILS OF ITS ESSENTIAL PURPOSE.
19. ASSIGNMENT OF RIGHTS
19.1 Subscriber may not assign or sublicense the rights granted under this Agreement to
any party, wholly or in part, without Licensor's prior written consent. Any
unauthorized attempt by Subscriber to assign this Agreement or its rights and
obligations under this Agreement to a third party shall be deemed null and void and
contrary to the terms and conditions of this Agreement.
20. THIRD PARTY BENEFICIARIES
20.1 This Agreement is solely for the convenience of the Parties and there are no third
party beneficiaries to this Agreement.
21. AMENDMENT AND MODIFICATION
21.1 No amendment to or modification of this Agreement is effective unless it is in writing,
identified as an amendment to or modification of this Agreement and signed by an
authorized representative of each Party.
22. SEVERABILITY
22.1 If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the
other provisions herein will remain in full force and effect in such jurisdiction and will
be liberally construed to effectuate the purpose and intent of this Agreement, and
the invalidity or unenforceability of any provision of this Agreement in anyjurisdiction
will not affect the validity or enforceability of any such provision in any other
jurisdiction.
23. GOVERNING LAW AND VENUE
23.1 This Agreement shall be governed by the laws of the State of Washington, excluding
its conflicts of laws rules. Exclusive venue for any action hereunder will lie in state
and federal courts located in Seattle, King County Washington and both parties
hereby submit to the jurisdiction of such courts.
24. ENTIRE AGREEMENT
24.1 This Agreement, along with Exhibits and any attachments hereto, constitutes the
entire agreement between the Parties relating to the subject matter hereof. Unless
specifically stated herein to the contrary, this Agreement does not apply to any other
oral or written agreement between the Parties but supersedes all prior written and
contemporaneous oral negotiations, discussions, commitments, and understandings
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("Prior Agreements") with respect to the subject matter hereof. In the event any such
Prior Agreement remains in effect to the extent required by applicable law, if there is
a conflict between the provisions of this Agreement and such Prior Agreement, the
provisions stipulated in the body of this Agreement shall control.
24.2 Failure by either Party to enforce any provision of this Agreement shall not be deemed
a waiver of that provision or of any other provision of this Agreement.
25. NOTICES
25.1 Notices by Parties may be given by means of electronic mail, fax, or by conventional
mail, unless otherwise specified in this Agreement.
25.2 All notices to Licensor must be sent to the addresses listed on the following web page:
http://www.avcaptureall.com/PublicPages/Company/ContactUs/tabid/195/Default.aspx
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly
authorized officers or representatives as of the date first above written.
AV Capture All, Inc. City of Medina, WA.
By7 By:
Print Name: Chad Swanson Print Name:
Title: CEO Title C
Date: 12-06-2018 Date: Z— 7- 2 w 1
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Business Terms
1. Subscription Term:11/01/2018—10/31/2019 (12 Months)
Product/Service Lic's
Subscription - Legislative Basic 1
- AV Capture Software
- Public Access — 500 Hrs
- Archive — 2,500 Hrs
- Customer Support - Unlimited
Media Migration
- Existing Meeting Videos —1 Yr
- Existing Agendas & Related Docs —1 Yr
- DISCOUNT (Wave Docs due to 9 mo's)
Unit Price Extended Amt
$199.00/Mo $199.00/Mo
TOTAL:
g99.001 Mo
2 388.00
Units Unit Price
Extended Amt
1 $199.00
$199.00
1 $99.00
$99.00
1 ($99.00)
($99.00)
TOTAL:
$199.00
2. Licensor Representative:
- Representative Name: Chad Swanson
- Representative Phone: 888-360-2822
- Representative Email: adnbun@avcagtureall.com
3. Subscriber Contact Information:
- Agency: City of Medina, WA.
- Authorized Representative Name:
- Authorized Representative Email:
- Mailing Address:
- Street Address:
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Phone:
Fax:
Administrative Contact Name:
Administrative Contact Phone:
Administrative Contact Email:
Accounts Payable Name:
- Accounts Payable Phone:
Accounts Payable Email:
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Subscription Description
The AVCA Legislative subscription includes Software, Services & Support.
Software: The software is a PC desktop application that handles the A/V recording, document
integration/syncing, and publishing online. The application is designed for use by a clerk to
record and publish meetings online easily and efficiently. The software provides an intuitive user
interface enabling the Clerk to import Agendas, Minutes and all Council related documents. All
documents are attached to the Audio/Video recording, indexed for searching, and published
online for public access. Agenda topics are synchronized to the Audio/Video recording, enabling
citizens to jump directly to topics of interest while viewing online. Council members' motions
and votes are captured and synchronized to the recording as well.
Services: The Services include On -Demand Streaming (Public Access), Archiving (Authorized User
Access), and Live Streaming (Public Access). Content that has been dropped into Archive may be
made available for Public Access at Subscriber's discretion. Recorded meetings are accessed by
the public through the Agency's website, while the content is hosted and streamed using AVCA's
Content Distribution Network (CDN). Authorized Users have the ability to log into Subscriber's
account to manage published content, make necessary changes, and access optional private
sessions not intended for public viewing. Authorized Users have two levels of security;
administrator and standard user. Administrative users can manage user accounts and all users
can retrieve their own credentials if lost.
Legislative Basic - This package includes 100 hrs. of on -demand content in Public Access,
and 300 hrs. of content in Archive. Sessions are recorded locally, then published to cloud
storage for hosting, streaming, and public dissemination. Once the total has hit 100 hrs.,
newly published sessions get published in and the older sessions drop into Archive.
Individual sessions can always be un-archived and the oldest in public access will drop
into Archive to make room. Once the Archive total of 300 hrs. is hit, the oldest sessions
drop into 'dark storage' and are available to the customer upon request.
Legislative Plus - This package includes 500 hrs. of on -demand content in Public Access,
1,500 hrs. of content in Archive, and 500 users per calendar month of Live Streaming.
Sessions are recorded locally, then published to cloud storage for hosting, streaming, and
public dissemination. Once the total has hit 500 hrs., newly published sessions get
published in and the older sessions drop into Archive. Individual sessions can always be
un-archived and the oldest in public access will drop into Archive to make room. Once
the Archive total of 1,500 hrs. is hit, the oldest sessions drop into 'dark storage' and are
available to the customer upon request. Live streaming is limited to 500 users per
calendar month, as defined by publicly addressable IP's. Live streaming is not shut off if
the limit is breached but is only monitored month -to -month. If consistently exceeded,
the customer can upgrade to a higher plan.
Legislative Unlimited —This package has no limits to the services. All content will remain
in Public Access for the duration of the subscription, with no sessions dropping into
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Archive unless chosen to do so by Subscriber. Live Streaming has no limits to the number
of users accessing the stream.
Support: Support includes installation, training, upgrades/updates, and on -going user support
for the duration of the subscription, with live customer support assistance between 5:00 AM
PST/PDT —9:00 PM PST/PDT. Contact for support is support@avcaptureall.com or 888-360-2822
x2.
AVCA Subscription Agreement - 15
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