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HomeMy WebLinkAboutAdcetera/CRED/$5,500/Content License Agreement - Money Magazine Logo Licensing for Advertisements DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADCETERA CONTENT LICENSE AGREEMENT V.8—2.7.22 AOv CONFIRMATION: TBD 451A October 25,2022 SQa COMPANY/ CLIENT CONTENT CONTACT Client: Nancy Heck Publisher: Money Group, LLC Brett Petillo Company: City of Carmel Magazine: Money Office:(713)522-8006 Email: NHeck®carmel.in.gov Article: Best Places To Live 2022 Cell: (713) 298-7994 Phone:317.571.2474 Publication Date: 10.5.22 Email: bpetillo@adcetera.com PRODUCT DETAILS Usage Term Price Print / Digital Twelve (12) months $5,500.00 Dear Nancy, The attached license agreement is made on October 25, 2022 between Money Group, LLC (licensor), publisher of Money (brand), and the City of Carmel (licensee), whereas licensee wishes to use a replica of Licensor's quote and/or brand's logo for the attached mentioned purposes, subject to the terms set forth. This agreement is not valid until fully executed. Please sign and return to us within five (5) business days. We will countersign and return a fully executed copy to you for your records. Sincerely, Robert Ray ©2022 ADCETERA.All rights reserved.DO NOT COPY OR DISTRIBUTE. 1 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADC E T E RA CONTENT LICENSE AGREEMENT V.8-2.7.22 This Content License Agreement (this "Agreement") dated as of October 25, 2022 (the "Effective Date"), is by and between Adcetera Design Studio, Inc., a TEXAS corporation ("Adcetera"), and the City of Carmel ("Licensee"). WHEREAS, Licensee wishes to license the content more specifically identified on Exhibit A (the "Licensed Content") for the limited uses set forth herein; and NOW,THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of License. Adcetera grants to Licensee a non-exclusive, non-transferable, and non-sublicensable limited license commencing on the date that Adcetera releases assets via email to Licensee and terminating at the end of the applicable license term set forth on Exhibit A (the "License") to reproduce, display, transmit, and distribute the Licensed Content solely on the Licensee Properties. Licensee is not granted any right to, and shall not, authorize, permit, or enable any other use of the Licensed Content by Licensee or any other person. 2. Licensed Content. This Agreement covers only the Licensed Content. Licensee shall have no right to any additional content in which Adcetera has rights unless this Agreement is amended by a writing signed by both parties or a new agreement covering the additional content is executed. 3. Digital Logos. Adcetera shall provide digital assets as a script in a manner acceptable for clear use. 4. Delivery of Content. Adcetera shall deliver the Licensed Content to Licensee by electronic mail. No later than 15 days prior to any use of the Licensed Content, Licensee shall submit for approval a digital sample of its use of the Licensed Content to Adcetera, which approval shall not be unreasonably withheld or delayed. The digital sample must be approved by the Licensor via electronic mail documentation PRIOR to each public use. 5. Limitations on Use. Licensee shall not edit, alter, modify, or create any derivative works of the Licensed Content. Licensee shall not use the Licensed Content in any manner that may reflect poorly on Adcetera or the Publisher, owner, or Licensor of the Licensed Content. 6. Fees and Payment. In consideration of the License granted by Adcetera hereunder, Licensee shall pay Adcetera fees equal to $5,500.00 (the "License Fees") in accordance with the billing terms provided on the signature page of this Agreement. If Licensee fails to make any payment of License Fees, Licensor may cease delivery of Licensed Content until all License Fees have been paid. There will be a 4% processing fee for all credit card payments. All payments are to be made in U. S. dollars and are exclusive of any taxes or withholding. Adcetera will not be responsible for any taxes, fees, withholding, supplying certificates of exemption,filing for exemption refunds, or other paperwork associated with sales outside of the United States. Payment of all such fees and taxes and filing of all such paperwork is the ^ ©2022 ADCETERA.All rights reserved.DO NOT COPY OR DISTRIBUTE. 2 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADC E T E RA CONTENT LICENSE AGREEMENT V.8—2.7.22 sole responsibility of the Licensee.All Licensees within the State of Texas are subject to state and local sales taxes. 7. Confidentiality. Licensee agrees that it will keep the terms and conditions of this Agreement confidential, and any other confidential information it learns about Publisher or Licensor in the course of the relationship governed by this agreement. 8. Indemnification. The licensee agrees to indemnify, defend and hold the licensor and/or its affiliates harmless from and against any and all liabilities losses, damages, costs, and expenses, including reasonable attorney's fees, associated with any action or claim by a third party arising out of any actual or alleged breach or default by the Licensee under any representation, warranty, covenant, or other provision of this Agreement. 9. Term and Termination. The term of this Agreement commences as of the Effective Date and shall continue until notice of termination, as provided in Exhibit A. In the event of a breach, Licensee has 30 days to amend the breach otherwise Adcetera may terminate this Agreement immediately upon written notice to Licensee, at which point the License shall be void and Licensee shall immediately cease its use of the Licensed Content. 10. Payment Terms. Adcetera payment terms are 35 days from receipt of invoice. Adcetera accepts credit cards (with a 4% processing fee), wire transfer and company checks. Any agreements for less than $2,500.00 need be paid prior to assets being released. All signed agreements are final.There are no refunds or credits issued for cancellations by Licensee. [Signature Page Follows] ^ 0 2022 ADCETERA.Alt rights reserved.DO NOT COPY OR DISTRIBUTE 3 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADCETERA CONTENT LICENSE AGREEMENT V.8-2.7.22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. ADCETERA DESIGN STUDIO, INC. Signature:lt'r r-e Name: Brett Petillo Title: Director, Business Development Address: 3000 Louisiana Street I Houston, TX 77006 City of Carmel Signature: Name: Nancy Heck Title: Director of Community Relations and Economic Development Address: One Civic Square, Carmel, In 46032 Billing Address (if different from above): Street: City: State: Zip: _ A ©2022 ADCETERA.All rights reserved.DO NOT COPY OR DISTRIBUTE. 4 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADCETERA CONTENT LICENSE AGREEMENT V.8—2.7.22 EXHIBIT A Licensed Content & Usage Permission for: Asset: Money— Best Places To Live 2022-23 : Money BEST PLACES TO LIVE <,2022-2023• Usage: Digital/Print— Brand Website, Paid & Organic Social Media, E-Mail Advertising, E-Retailers, Digital Advertising, OTT Streaming Devices, Digital Events, Print Advertising, In-Store Signage, Mailers, Brochures, Trade Show Signage, Outdoor Media, Insert Cards and Shelf Talkers Territory: North America Duration: 12 Months Total Price: $5,500.00 I Payment terms are 35 days from receipt of invoice. Please contact to pay via credit card (4% processing fee), company check or wire transfer. Mailing address: ADCETERA C/O Accounts Receivable 3000 Louisiana Street Houston,TX 77006 Please send creative for approval to fifteen (15) days prior to publishing for approval.The creative MUST be approved by the Licensor via electronic mail documentation PRIOR to each use. ©2022 ADCETERA.Alt rights reserved. DO NOT COPY OR DISTRIBUTE 5 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADCETERA CONTENT LICENSE AGREEMENT V.8-2.7.22 Addendum 1 ADDENDUM TO CONTENT LICENSE AGREEMENT This Addendum is entered into by and between the City of Carmel, Indiana by and through its Board of Public Works and Safety (the "City") and Adcetera Design Studio, Inc an entity authorized to do business in the State of Indiana ("the Vendor"). The purpose of this Addendum is to add and clarify certain terms and conditions set forth in the attached Content License Agreement prepared by the Vendor(the"Agreement").Any inconsistency,conflict,or ambiguity between this Addendum and the Agreement shall be resolved by giving precedence and effect to this Addendum. 1. ACKNOWLEDGMENT,ACCEPTANCE: Vendor acknowledges that it has read and understands this Addendum, and agrees that its execution of same constitutes its acceptance of all of the Addendum's terms and conditions. 2. TIME AND PERFORMANCE: This Addendum and the Agreement shall become effective as of the last date on which a party hereto executes same("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner or as specified in the Agreement.Time is of the essence of this Addendum and the Agreement. 3. NON-DISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, Vendors and sub- Vendors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided under the Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting,because of race, religion,color,sex,handicap,national origin,ancestry,age,or disabled veteran status. 4. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 5. PAYMENT TERMS: Upon receipt of the invoice as outlined in the Agreement,the City shall pay Vendor for such goods and services within thirty-five (35) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Vendor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement.All payment and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind.Code 5-17-5- et al. 6. REQUIRED DISCLOSURE: In addition to any exceptions to disclosing of Confidential Information listed in Section 7 of the Agreement, the City, upon consulting and providing notice to Vendor, may disclose such Confidential Information if such disclosure is required by any federal, or state law, or by the order of the court of competent jurisdiction.The City shall not disclose any information that would be deemed proprietary ^ ©2022 ADCETERA.All rights reserved.DO NOT COPY OR DISTRIBUTE. 6 of 4 DocuSign Envelope ID:49EBA41 B-B57F-4263-818C-D10E08776279 ADCETERA CONTENT LICENSE AGREEMENT V.8-2.7.22 or constitute a trade secret unless ordered so by a court of competent jurisdiction. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Adcetera Design Studio, Inc by and through its Board of Public Works and Safety By: By: �p DocuSigned by: ir177n )ahtes71311 t 5 ZTsiding Officer Authorized Signature Date: ,—Docusigned by: Brett Petillo '-4""VI aln.Lt, fjw{t- _ Printed Name MsarDDatePit1r1 @O tuber Vice President, DocuSigned by: Title (,ori OM-Se , Ldri-56CZ 0 52n b e r F I D/TIN: 76-0359583 Date: ATTEST: Date: 10-25-2022 DocuSigned by:` sat, OJA-C Date: A ©2022 ADCETERA.Alt rights reserved.DO NOT COPY OR DISTRIBUTE. 7 of 4 DocuSign Envelope ID:49EBA41B-B57F-4263-818C-D10E08776279 Page 1 of 1 INDIANA RETAIL TAX EXEMPT 9 City of CIirririie1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 106931 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 10/27/2022 376183 ADCETERA COMMUNITY RELATIONS VENDOR 3000 LOUISIANA STREET SHIP 1 CIVIC SQ TO Carmel, IN 46032- HOUSTON, TX 770006- PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 70137 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1203 Fund: 101 General Fund Account: 43-465.00 1 Each MONEY MAGAZINE LOGO LICENSING FOR $5,500.00 $5,500.00 ADVERTISEMENTS Sub Total $5,500.00 c.,„7„,,,,,"-----;40 OF CA/44, • 0 r s e s i111-13 a ; ill IY Send Invoice To: COMMUNITY RELATIONS A110 I 1 1 Civic Square Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $5,500.00 SHIPPING INSTRUCTIONS *A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN *SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN *C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. *PURCHASE E ORDER NUMBER MUST CH ALL TER 99,ACTS LABEL *THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 AND ACTS AMENDATORYTHEREOF AND SUPPLEMENT THERETO. ORDERED BY Nancy Heck James Crider TITLE Director Director of Administration CONTROL NO. 106931 CONTROLLER