Agmt06 CODERED services agreement

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DUPLICATE ORIGINAL CODERED SERVICES AGREEMENT This Services Agreement ("Agreement") is made and effective as of the last date written below by and between Emergency Communications Network, Inc. a Florida Corporation ("Licensor") located at 9 Sunshine Boulevard, Ormond Beach, FL 32174 and the CITY OF REDWOOD CITY, a body politic and corporate of the State of CALIFORNIA ("Licensee") located at 1017 MIDDLEFIELD ROAD. REDWOOD CITY. CA. 94063 Licensor is the owner of a service identified as "CodeRED@ Emergency Notification System" (The "Service"), which allows users to place prerecorded telephone calls at high speed to call recipients. Licensee desires to utilize the "Service" for the purpose of communicating matters of public interest and concern. In consideration of the promises set forth, the parties agree as follows: 1. License: Licensor grants Licensee a non-exclusive and non-transferable license to use the "Service" (hereinafter referred to as "The License") for Licensee's own purposes in accordance with the terms outlined in this Agreement. Licensee understands and agrees that they are fully responsible for the use of such services by anyone whom Licensee authorizes or permits to use the "Service", and anyone who accesses the "Service" by utilizing Licensee's Confidential access codes. a. The Licensee may not modify the "Service", disable any license or control features of the "Service." Licensee may not (i) assign, license, sublicense, rent, sell, transfer the "Service", this Agreement, or any portion thereof or (ii) utilize the "Service" except as expressly permitted in the Agreement between Licensee and Licensor. The License will include pass codes for up to five (51 authorized "Service" users. Additional users pass codes may be obtained at an additional annual fee as outlined in Exhibit A. 2. Ownership: The "Service" is owned and copyrighted by Licensor. The Licensee's license confers no title or ownership in the "Service" whatsoever. 3. Copyright: United States copyright laws and international treaty provisions protect the "Service". Except for the limited license provided, Licensor reserves all rights in and to the "Service" and all underlying data, compilations, and information maintained by Licensor relating to the "Service", including but not limited to, the source or object code. 4. Functionality: The "Service" provides the ability for the Licensee to access pre-defined geographically selected calling areas or listed databases via an Internet-based software application. The "Service" also has the ability to select calling databases via a geographic mapping component. The Service will also utilize an interactive voice response telephone service used to record messages and initiate call out projects. The "Service" is designed to be active 24 hours per day 365 days per year. 5. Costs for The "Service": During the term of this Agreement Licensee agrees to pay all costs for utilizing the "Service" as described in Exhibit A - Service Charges; attached to and made a part of this Agreement. Licensee will purchase prepaid "Service" (Prepaid System Minutes). Whenever Licensee utilizes the "Service" the actual calling minutes used by Licensor while utilizing the "Service" will be deducted from the balance of Prepaid System Minutes remaining in Licensee's Prepaid Minutes account. Licensee is responsible to maintain a sufficient balance of Prepaid System Minutes on account. Payment for the "Service" is due and payable upon receipt of invoice (ROI). Finance charges at a rate of 1 % per month (12% per annum) will be charged on all balances outstanding beyond 60 days. If a law which applies to this finance charge is interpreted so that the interest or other finance charges collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Licensee which exceed permitted limits will be refunded to Licensee. All payments due Emergency Communications Network, Inc CodeRED@ Services Agreement Page 1 of 6 Initials ~ Licensor Licensee 'or-