CONDUITS SERVICE AGREEMENTtik
ConduitsTM" Service Agreement
PARTIES:
NETASSETS CORPORATION ("NETASSETS")
109 River Ave, Eugene, Oregon 97404
City of Clearwater ("ORGANIZATION")
600 Cleveland Street, Suite 600
Clearwater, FL 33755
EFFECTIVE DATE: /..21.21J -01q
AGREEMENT
This Agreement is made as of the date stated above, (the "Effective Date") and sets forth the
terms and conditions under which the web application known as ConduitsTM will be used by
ORGANIZATION, and made available for use by NETASSETS.
1. Definitions
1.1 "ConduitsTM", as created by NETASSETS, including web pages, graphics, data formats,
and server components, shall mean the web application used for publication of the
ORGANIZATION'S interests in real property via the Internet.
1.2 "Intellectual Property Rights" shall mean any and all now known or hereafter known
tangible and intangible, and in any media, means and forms of exploitation throughout the
universe exploiting current or future technology yet to be developed, (a) rights associated with
works of authorship throughout the universe, including but not limited to copyrights, moral
rights, and mask -works, (b) trademark and trade name rights and similar rights, (c) trade secret
rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other
intellectual and industrial property rights (of every kind and nature throughout the universe and
however designated) (including logos, "rental" rights and rights to remuneration), whether
arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial
applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in
force (including any rights in any of the foregoing).
1.3 "End-user(s)" shall mean any individual, company, or entity that is given access to
ConduitsTM"
1.4 "Search Transaction(s)" shall mean any search request of ConduitsTM' initiated by an End-
user for data related to interest against an individual real property.
1.5 "Internal Search(es)" shall mean a Search Transaction identified as internal in
ConduitsTM, performed by ORGANIZATION for ORGANIZATION's own internal purposes.
Page 1 of 6 ConduitsTM' Service Agreement
1.6 "Duplicate Search(es)" shall mean a Search Transaction performed by the same End-user
on the same real property within a specified number of days as defined by ORGANIZATION in
ConduitsTM
1.7 "Prepaid Search(es)" shall mean the purchase, via credit card or otherwise, of the right to
perform a Search Transaction at some future time.
2. Payment
2.1 Search Fees. ORGANIZATION agrees to pay NETASSETS a fee of $12 for each Search
Transaction or Prepaid Search by an End-user, not including Internal Searches. The same
fee applies for Duplicate Searches unless ORGANIZATION does not charge the End-
user for a Duplicate Search.
2.2 Payment Method. NETASSETS will invoice ORGANIZATION monthly at its address
as ORGANIZATION has designated through the information entered into Conduits.
Payment will be due within fifteen (15) days of the invoice date. Payments shall be made
to NETASSETS' address or by electronic funds transfer as agreed upon.
3. Use of ConduitsTM
3.1 Prohibited Actions. ORGANIZATION shall not adopt, translate, copy or modify
ConduitsTM, or disassemble, decompile, reverse engineer, reverse compile, cross compile or
otherwise attempt to derive source code from ConduitsTM. ORGANIZATION shall not create
accounts for use of ConduitsTM for any End-user outside of ORGANIZATION.
3.2 Transmission of Data. ORGANIZATION shall be solely responsible for the timely and
accurate update and transmission of information or other data submitted to ConduitsTM, and shall
promptly report any problems encountered by ORGANIZATION or End-users in operation of or
access to ConduitsTM. ORGANIZATION shall transmit all data to NETASSETS in the format(s)
as mutually agreed upon.
3.3 Ownership Rights. Ownership of all Intellectual Property Rights in ConduitsTM will at all
times remain the property of NETASSETS. ORGANIZATION agrees not to remove or
obliterate any copyright, trademark or proprietary rights notices of NETASSETS or
NETASSETS's suppliers from ConduitsTM
4. Term of Agreement/Termination
4.1 Term. This agreement is effective from the Effective Date, until the date of termination
under this Section 4.
4.2 Termination by ORGANIZATION. ORGANIZATION may terminate this Agreement:
Page 2 of 6 Conduits"' Service Agreement
4.2.1 At any time, with or without cause, effective upon sixty (60) days prior written
notice to NETASSETS, or
4.2.2 Thirty (30) days after delivery of written notice to NETASSETS by
ORGANIZATION that NETASSETS has breached any provision of this
Agreement, if NETASSETS has not cured such breach within the thirty (30) day
period.
4.3 Termination by NETASSETS. NETASSETS may terminate this Agreement:
4.3.1 At any time, with or without cause, effective upon sixty (60) days prior written
notice to ORGANIZATION; or
4.3.2 Immediately upon written notice to ORGANIZATION in the event of any breach
of Sections 2, 3.1 or 3.3; or
4.3.3 Thirty (30) days after delivery of written notice to ORGANIZATION that
ORGANIZATION has breached any provision of this Agreement other than
Sections 2, 3.1 or 3.3, and has not cured such breach within the thirty (30) day
period.
4.4 Actions Upon Termination.
4.4.1 ORGANIZATION 'S Actions. Upon termination ORGANIZATION shall
immediately discontinue use of ConduitsTM
4.4.2. NETASSETS' Actions. Upon termination NETASSETS shall cease to make
ConduitsTM available. NETASSETS shall have no obligation to return or
retransmit any data to ORGANIZATION, and after termination may archive data
solely for NETASSETS' business purposes.
5. Limitation of Liability and Indemnification
5.1 Exclusion of Consequential Damages. IN NO EVENT SHALL NETASSETS BE
LIABLE FOR ANY LOSSES OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL
OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF
ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM
PURSUANT TO THE TERMS OF THIS AGREEMENT, OR RESULTING FROM THE
FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER
MATERIALS DELIVERED TO ORGANIZATION HEREUNDER, INCLUDING WITHOUT
LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM
BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Page 3 of 6 COfldUitSTM Service Agreement
5.2 Maximum Monetary Liability for Breach of Agreement. Notwithstanding anything
herein to the contrary, the maximum aggregate amount of money damages for which
NETASSETS may be liable to ORGANIZATION under this Agreement, resulting from any
cause whatsoever, shall be limited to the amounts actually paid by ORGANIZATION to
NETASSETS under this Agreement during the ninety (90) days immediately preceding the date
NETASSETS is notified in writing of a claim by ORGANIZATION for breach of agreement.
5.3 Third Party Providers. ORGANIZATION acknowledges that in connection with
ConduitsTM, information will be transmitted over local exchange, interexchange and internet
backbone carrier lines and through routers, switches and other devices owned, maintained and
serviced by third party local exchange and long distance carriers, utilities, internet service
providers and others, all of which are beyond the control of NETASSETS. Accordingly,
NETASSETS assumes no liability for or relating to the delay, failure, interruption or corruption
of any data or other information transmitted in connection with use of ConduitsTM
5.4 Indemnification with Respect to End-users. NETASSETS has no contractual relationship
or other legal duty to End-user(s) and it assumes no liability with respect to the use of ConduitsTM
by End-user(s). Accordingly, ORGANIZATION agrees to defend, indemnify, and hold
NETASSETS harmless for any losses, costs, claims, or other liabilities arising out of the misuse
of ConduitsTM by End-users.
6. Support and Maintenance
6.1 General Support. NETASSETS shall provide to ORGANIZATION the maintenance and
support services as set forth in Appendix A: Service Level.
6.2 End -User Support. NETASSETS agrees to provide all initial support to End -Users of
Conduits. Any support issues relating to ORGANIZATION policy or data that cannot be dealt
with by NETASSETS will be forwarded to ORGANIZATION to provide support.
7. Miscellaneous Provisions
7.1 No Assignment. Neither this Agreement nor any rights hereunder, in whole or in part,
shall be assignable or otherwise transferable by ORGANIZATION, and any purported
assignment or transfer shall be null and void.
7.2 Severability. If any term or provision of this Agreement shall be found to be illegal or
unenforceable, then, notwithstanding, it will be enforced to the maximum extent permissible, and
the legality and enforceability of the other provisions of this Agreement will not be affected. It is
expressly understood and agreed that each and every provision of this Agreement which provides
for a limitation of liability is intended by the parties to be severable and independent of any other
provision and to be enforced as such.
Page 4 of 6 ConduitsTM Service Agreement
7.3 Entire Agreement/Modification. This Agreement and its attachments constitute the entire
agreement between the parties concerning ConduitsTM and supersede all prior agreements,
whether written or verbal, between the parties. No purchase order, other ordering document or
any other document which purports to modify or supplement this Agreement or any attachment
hereto shall add to or vary the terms and conditions of this Agreement, unless executed by both
NETASSETS and ORGANIZATION and expressly identified therein as a modification to this
Agreement. No amendment shall be considered to have been made to this Agreement unless it is
in writing and is executed by both parties.
7.4 Force Majeure. Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service resulting directly or
indirectly from acts of God, or any causes beyond the reasonable control of such party, including
without limitation interruption of power or communications facilities or failure of data storage
hardware or software that is not caused solely by the party's acts or omission.
7.5 Governing Law, Venue, Jurisdiction. The parties agree that this Agreement shall be
governed and construed by the laws of the State of Oregon. The parties hereby submit to the
jurisdiction and venue of the Circuit Court of the State of Oregon for Lane County or, if
appropriate, the federal courts of the District of Oregon.
7.6 Attorney Fees. In the event action is instituted to enforce any term of this Agreement, the
prevailing party shall recover from the losing party reasonable attorney fees incurred in such
action as set by the trial court and, in the event of appeal, as set by the appellate courts.
Net Assets Corporation:
By:
David J. Gates, President
Date: kVA �1
City of Clearwater
By: Date:
Printed Name:
Title:
Page 5 of 6 COnduItsTM Service Agreement
...a connected company
Amendment to Conduits Service Agreement
Section 2.1.1 is hereby added to the Conduits Service Agreement.
2.1.1 Conduits Gateway. The Conduits service provides an internal payment solution that can be
used by ORGANIZATION. The ORGANIZATION will charge $25.00 to End-users.
ORGANIZATION agrees to pay NETASSETS a payment solution fee of $2.00 in addition to the
Search Fees identified in section 2.1.
At the conclusion of each month, within 15 business days, NETASSETS will send
ORGANIZATION the net amount of the ORGANIZATION's charges minus the NETASSETS
payment solution fees and the Search Fees ($25.00 - $2.00 - $12.00 = $11.00 per search).
Payment may be made by check, EFT transfer, or by other method as mutually agreed upon.
The payment solution fee may change if ORGANIZATION changes their End-user charge in the
future. The ORGANIZATION's End-user charge can be changed in Conduit settings and
ORGANZATION will be automatically billed accordingly. ORGANIZATION may contact
NETASSETS to determine what if any change will occur to the payment solution fee. The
NETASSETS payment solution fee will only be in whole dollar increments.
The payment solution fee only applies while ORGANZATION chooses to use the Conduits
internal payment solution. ORGANIZATION may choose to provide its own payment solution at
any time to be used by Conduits.
Date of Service Agreement:
Net Assets Corporation:
By:
42/.2 -b -o/
David J. Gates, President/CEO
-
ORGANIZATION:
By:
Printed Name:
Title:
Net Assets • 109 River Ave, Eugene, OR 97404 • (541) 485-8876 • info@nassets.com
Countersigned:
By:
tA) 6.
CITY OF CLEARWATER, FLORIDA
William B. Horne II
City Manager
Approved as to form: Attest:
Richard Hull / Rosemarie CaII
Assistant City Attorney City Clerk
Appendix A: Service Level
1. ConduitsT"^ will be available 99.9% of the time during ORGANIZATION's normal
business hours. During any month, any individual outage in excess of 20 minutes or 4
outages exceeding 5 minutes each will constitute a violation.
2. 80% of ConduitsTM transactions will exhibit 10 seconds or less response time, defined as
the interval from the time the server receives a transaction request to the time a response
is generated and sent back. Missing the metric for business transactions measured over
any business week will constitute a violation.
3. Net Assets will respond to service incidents that affect multiple users within 24 hours,
resolve the problem within 48 hours, and update status every 12 hours. Missing any of
these metrics on an incident will constitute a violation.
4. Net Assets will respond to service incidents that affect individual users within 24 hours,
resolve the problem within 72 hours, and update status every 12 hours. Missing any of
these metrics on an incident will constitute a violation.
5. Net Assets will respond to non-critical inquiries within 20 business hours. Missing this
metric on an incident will constitute a violation.
Page 6 of 6 ConduitsTM Service Agreement