HomeMy WebLinkAbout2012-137 IT - Nextpoint for Social Media Archiving $4040.- -137
[Departmental Use Only]
TITLE
FY
ORANGE COUNTY
CONTRACT UNDER $10,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this June day of Ifs, 2012, ( "`Effective Date ") by and
between Change County, North Carolina, a body politic and corporate organized under the laws of the State
of North Carolina, (the "County") party of the first part, and Nextpoint (the "Provider"), party of the second
Part;
VV I`iNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the tenlis of this Agreement, time being of the essence:
The services and/or materials (hereinafter referred to collectively as "Services ") to be furnished
tinder this Agreement are as follows: Provide Social ;Media retention as stated and agreed upon in the 2
attached documents: 1) Cloud Preservation '[`ernes of Use and 2) Privacy & Securty policy..
The term of this agreement rendered shall be from 5/1 8;12 to 5;1x;/17.
Provider represents and agrees that Provider is qualified to perform and fully capable: of performing and
providing the services required or necessary tinder this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shalt be responsible for all errors or omissions, in
the perfonnance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub - contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement, without the prior written approval of the County.
SPECIFIC TERMS
L Payment: The County agrees to pay at the rates specified for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed Five
Thousand Dollars annunaly, ($5.000 %year). Payment shall be made within thirty (30) days of an invoice .
properly submitted to County. should Provider flail to perform its duties under the terms of this Agreement,
County may, without fault or penalty-, withhold any payment associated with the work to be performed until
such time as said work is completed.
Nan— waiver: failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way N give or affect the County's right hereunder to'enfc�rce the same, nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non- Waiver Clause.
3, Ictcendent Cont€actar: The Provider shall operate as an independent Provider, and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately
insure itself during the performance of these services as required by the County's Risk Management Policy.
Revised July 2010
5. Indemni!v: The Provider agrees to defend, indemnify, and bold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider. '
7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its
terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between
the pat-ties unless and until modified in writing and signed by the parties. Modifications may be evidenced
by telefacsimile signature.
8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this
Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in
Orange County, North Carolina.
9.. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement sball automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANGE COUN Y PROV—U)"
By:-
Cote oti ty Manage Title: _-L-DE�
200 S. Cameron
P.O. Box 8181
Hillsborough, NC' 27278
This instrument has been approved as to technical content.
Todd Jones, Department-Director
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
a"-", A AV-1
Office of the Finance Director
This instyo?nent has been approved as to form and legal sufficiency.
Z44&11�ur.q -
Office of the Coun(y frney
Revised July 2010 2
KATIE TOWNSEND, ACCOUNT EXECUTIVE
KTOWNSEND @NEXTPOINT.COM
773.929.4000 xt 190
ORANGE COUN'T'Y NORTH CAROLINA
REVISED JUNE 4th, 2012
Nextpoint Cloud Preservation Terms of Use
This Agreement sets forth the terms and conditions that apply to your access and
use of the Cloud Preservation Service ( "Cloud Preservation "), located at
www.cloudpreservation.com (hereinafter "the Site," as owned and operated by
Nextpoint, an Illinois corporation ( "Nextpoint "). Through Cloud Preservation,
Nextpoint offers a service which securely archives and indexes third parry web
content. Nextpoint is not affiliated or associated with any of the third party
websites that it archives, and your archiving and indexing of any third parry
website or content is governed by the terms applicable to those sites.
Accepting the Terms
1. By registering, logging in to, or otherwise using the information, tools, features
and functionality provided by Cloud Preservation (hereinafter the "Service "), you
(the user), whether you are a "Guest" (which means that you simply browse the
Cloud Preservation website) or you are a "Member" (which means that you have
registered with Cloud Preservation either as a Retail Customer or as a Preferred
Customer), agree to be bound by the terms and conditions described here (the
"Agreement ") and Nextpoint's Privacy and Security Policy
http:// www.nextpoint.com /privacy.html, as they may be amended from time to
time in the future.
2. You may not use the Service and you may not accept this Agreement if you are
not of a legal age to form a binding contract with Nextpoint.
3. If you accept this Agreement, you represent that you have the capacity to be
bound by it or if you are acting on behalf of a company or entity that you have the
authority to bind such entity.
Authorized Agent
4. By submitting website urls, information, data, passwords, usernames, PINs,
other log -in information, materials and other content to Nextpoint through the
Service, you are licensing that content to Nextpoint solely for the purpose of
providing the Service. Nextpoint may use and store the content, but only to
provide the Service to you.
5. By submitting website urls, information, data, passwords, usernames, PINs,
log -in information, materials and other content to Nextpoint through the Service,
you represent and warrant that you are entitled to submit this Content to
Nextpoint for this particular purpose, without any obligation by Nextpoint to
obtain licensing, pay fees or overcome other limitations.
6. By using the Service, you expressly authorize Nextpoint to access the websites
4043 N. RAVENSWOOD AVENUE - CHICAGO IL - 6o613 NEXTPOINT.COM
and user accounts maintained by the identified third parties, on your behalf as
your agent. When you use the "Add New Site" feature of the Service, you will be
directly connected to the website for the third party you have identified. If the
Site requires a login, Nextpoint will submit information including usernames and
passwords that you provide to log you into the Site. You hereby authorize and
permit Nextpoint to use and store information submitted by you to the Service
(such as account passwords and user names) to accomplish the foregoing and to
configure the Service so that it is compatible with the third party sites for which
you submit your information. YOU ACKNOWLEDGE AND AGREE THAT WHEN
NEXTPOINT IS ACCESSING AND RETRIEVING WEBSITE INFORMATION
FROM THIRD PARTY SITES, NEXTPOINT IS ACTING AS YOUR AGENT, AND
NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You
understand and agree that the Service is not sponsored or endorsed by any third
parties accessible through the Service.
License to use Nextpoint Cloud Preservation
7. Subject to all of these terms hereof, Nextpoint grants you a revocable non-
exclusive, non - transferable license to use the Service, the Site or any other
domain name at which Cloud Preservation, is accessible — but only so long as you
are current on all of the fees and expenses due under this Agreement.
8. Under no circumstances may you copy, create Derivative Works, sub - license,
grant access to, display, transmit, exhibit or transfer Cloud Preservation to
anyone else without our prior written consent. What are Derivative Works? See
Title 17 of the United States Code, Section 1o1.
9. Upon termination of this Agreement, all license rights you have been granted
will automatically expire.
1o. Be advised that the conduct of anyone who accesses the Site through your
accounts is your responsibility. Any requirements or standards of conduct stated
in this Agreement for you apply equally to any users you authorize to access the
service.
11. Other than during the thirty (3o) day free trial, under no circumstances are
you permitted to access Cloud Preservation or the Service for purposes of
monitoring its availability, performance or functionality, or for any
benchmarking or competitive purposes, except with Nextpoint's prior written
permission.
What Nextpoint will do for you
12. Nextpoint will host, maintain and provide Cloud Preservation applications for
manipulation of the data you obtain through the Service as well as data that you
upload for use within Cloud Preservation.
13. Nextpoint will provide Help Desk Services. "Help Desk Services" means
providing you with consultation services by telephone or e -mail to allow you to
report problems, bugs and defects and to ask questions concerning specific
features and functionalities of Cloud Preservation. We will use reasonable efforts
to address issues and questions in a time frame commensurate with their urgency
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
and severity.
What it costs; when and how you pay
14. In exchange for use and access to Cloud Preservation, you agree to pay the
monthly fees assessed by Nextpoint upon sign up in association with the pricing
plan you selected. All amendments to the contract shall be by mutual written
consent of the parties.
15. Monthly Fees shall become due and payable within thirty (3o) days of
Nextpoint properly invoicing you. In the event the amount stated on an invoice is
disputed by the County, the County may withhold payment of all or a portion of
the amount stated on an invoice until the parties resolve the dispute.
16. Invoices or statements will be provided electronically upon request.
17. The fees set forth herein are exclusive of all taxes. You are responsible for
payment of all taxes of every kind imposed in connection with the sale or license
of products or services under this Agreement.
Your obligations
18. You agree and understand that you are solely responsible for all content and
materials that you supply to Nextpoint and for all acts or omissions that occur
relating to your use of Cloud Preservation and the Hosting Services. You agree to
use the Service only for purposes that are legal, proper and in accordance with
the terms of this Agreement. Nextpoint reserves the right to immediately cease or
terminate archival service with no advance notice in the event it is informed or
determines that us of its software is violating applicable laws.
19. You agree and hereby represent to Nextpoint that you will only use the Service
to access and /or archive content and material from websites that you own, are
licensed to access, capture, and archive, or that are publicly available and not
subject to restrictions on crawling by third - parties. You further agree that you
will indemnify Nextpoint, in accordance with Paragraph 38 for any claims against
Nextpoint arising from any use of the Service to access websites or archive
content and material in excess of your rights, or due to your breach of this
Agreement.
20. You understand that Nextpoint, in performing the required technical steps to
provide the Service to you, may (a) transmit or distribute your Content over
various public networks and in various media; and (b) make such changes to your
Content as are necessary to conform and adapt that Content to the technical
requirements of connecting networks, devices, service or media. You agree that
this license shall permit Nextpoint to take these actions.
21. You confirm and warrant to Nextpoint that you have all the rights, power and
authority necessary to grant the above license.
22. In connection with the provision of Cloud Preservation, you will have access
to the Site. In the process of accessing the Site and using Cloud Preservation, you
are responsible for complying with all applicable laws and regulations in all
relevant jurisdictions with regard to content created or posted by Orange County
employees on sites subject to this agreement. Specifically, among other things,
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
you agree that by, while, or through accessing or using the Site, you will not do
these or any other bad things knowingly: (i) knowingly act in any way that might
give rise to civil or criminal liability, (ii) use or attempt to use another person's
password, (iii) infringe any copyright, trademark, patent or other proprietary
rights of a third party, (iv) capture or transmit any unlawful, obscene, or
pornographic material; (v) act in any way that might be harmful to minors,
including, without limitation, transmitting or facilitating the transmission of
child pornography, which is prohibited by federal law and may be reported to the
authorities should it be discovered by Nextpoint, (vi) restrict or inhibit any other
user from using or enjoying the Site; (vii) disrupt or interfere with the Site or its
operation or availability, or alter or tamper with the content of the Site; (viii)
engage in spamming, flooding, or any denial of service attack; or (ix) post or
transmit any information or software which contains a virus, trojan horse, worm,
or other disabling device or harmful component. Nextpoint reserves the right and
has the reasonable discretion to restrict or remove from its servers, or suspend
the hosting of, any content that violates this Agreement.
Copyright and Account Termination Policy
23. Nextpoint does not permit infringement of intellectual property rights on the
Service. Nextpoint may, in appropriate circumstances and at its discretion,
remove certain content or disable access to content that appears to infringe the
copyright or other intellectual property rights of others. Nextpoint shall provide
the County with written prior to taking any of the following actions: (a) removing
any Content, (b) disabling County's ability to archive or index Content within the
Service, (c) terminating County's access to the Service, for archiving or sharing
Content in violation of the Agreement.
24. It is Nextpoint's policy to respond to clear notices of alleged copyright
infringement. Please provide the following information in a signed writing to
Nexpoint at info @nextpoint.com each time you wish to report alleged acts of
infringement:
a. A detailed description of the copyrighted work that you believe has been
infringed upon
b. The location of the infringing material
c. A description of the infringing material
d. Your Contact Information, including an email address, phone number and
street address
e. The following statement "I have a good faith belief that the use of the
copyrighted materials identified above is not authorized by the copyright owner,
its agent, or the law."
f. The following statement: "I, the undersigned, swear, under penalty of perjury,
that the information in the notification is accurate and that I am the copyright
owner or am authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed."
g. Your electronic or physical signature. Nextpoint's response to these notices
may include removing or disabling access to material claimed to be the subject of
infringing activity and /or terminating users. If we remove or disable access in
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
response to such a notice, we will make a good -faith attempt to contact the owner
or administrator of the affected site or content so that they may make a counter
notification.
Ownership
25. You retain copyright and any other rights you already hold in Content which
you archive, store, submit, share, or display on or through the Service.
26. You acknowledge and agree that Cloud Preservation, and all related
intellectual property rights, are and shall remain the exclusive property of
Nextpoint. Except for the license granted to you above, you shall not receive any
other rights in or to Cloud Preservation. You further agree that you shall not sell,
assign, convey, sub - license, share with, or otherwise provide any third parry with
access to Cloud Preservation, or any portion thereof, or any product or service or
Derivative Work that contains, embodies, or is derived from Cloud Preservation,
without the express written consent of Nextpoint. Nextpoint shall have the right,
at its sole expense, to register or otherwise protect its Intellectual Property Rights
in Cloud Preservation in whatever manner it deems appropriate, including,
without limitation, the filing of patent and copyright applications anywhere in the
world.
27. You acknowledge and agree that all right, title and interest in and to the Site,
as well as all related look -and- feel content displayed on the Site, shall remain the
sole and exclusive property of Nextpoint. You may not duplicate, copy, or reuse
any portion of the HTML /CSS, Javascript, or visual design elements or concepts
of Cloud Preservation or the Site without express written permission from
Nextpoint.
Confidentiality
28. Nextpoint will not disclose your Confidential Information to any third party,
and complies with industry best practices to protect your Confidential
Information. Confidential Information shall include, without limitation, any
business proprietary information stored within Cloud Preservation or any other
information furnished by you that is obviously confidential or that you designate
as confidential not including any material that is publicly available on the
Internet or elsewhere. Nextpoint may, however, disclose any Confidential
Information or other material that is required to be disclosed by law or judicial
order, provided that prior written notice of such required disclosure is furnished
to you as soon as practicable in order to afford you an opportunity to seek a
protective order or confidential treatment. Nextpoint will cooperate in these
efforts, although any expenses for these endeavors will be borne by you. If such
order or treatment cannot be obtained, then Nextpoint shall be permitted to
disclose by you without liability.
29. You agree not disclose to any third party information about the Cloud
Preservation program and program features.
30. Nextpoint acknowledges that this Agreement and any documents,
memorandum, data, reports, analyses, compilations, records, pricing and
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evaluation of all or any portion of the transactions contemplated by this
Agreement may be deemed public records and subject to disclosure, in whole or
in part, pursuant to the North Carolina Public Records Law. County will provide
Nextpoint with prompt notice of any intended disclosures or requests for
disclosure pursuant to the North Carolina Public Records Law and an
appropriate opportunity to seek protection of the confidential and proprietary
information consistent with applicable laws and regulations. If Nextpoint objects
to the disclosure of the requested information, Nextpoint agrees that it shall be
solely responsible for the defense of and the cost of defending any claim or
complaint against the County based upon the County"s refusal to
disclose information Nextpoint claims is Confidential Information. Nextpoint
agrees that if any such complaint or claim is filed it will indemnify County and
will reimburse County for any and all damages awarded against County for
CountyTMs refusal to disclose information Nextpoint claims is Confidential
Information. Nextpoint agrees that it releases County from all loss, liability
claims or expense, including attorney's fees, arising out of or related to the
release or disclosure or failure by the County to release or disclose information
Nextpoint claims is Confidential Information. Nextpoint further agrees that it
waives the right to file any court action for any such release, disclosure, or failure
to release or disclose information Nextpoint claims is Confidential Information.
Warranties
31. Nextpoint hereby represents and warrants to you that (i) it has the right to
grant the licenses herein, and (ii) excluding downtime for regularly scheduled
maintenance, of which you will be notified in advance and which will be
conducted using commercially reasonable efforts to minimize or eliminate any
effect on you, that Cloud Preservation and the Hosting Services will be available
99•o% of each month.
Disclaimer
32. You acknowledge that Nextpoint does not represent, warrant or endorse any
Third Party Sites, or the information, materials, products, features or services
contained on or accessible through Third Party Sites available through the Cloud
Preservation Service. In addition, your correspondence or business dealings with
any Third Party Sites are solely between you and that provider, and subject to
that provider's separate terms and conditions. Furthermore, your access to and
use of the Third Party Sites and Content is at your sole discretion and risk, and
Nextpoint shall have no liability to you arising out of or in connection with your
access to and use of the Third Party Sites and Content. Nextpoint hereby
disclaims any representation, warranty or guaranty regarding the Third Party
Content and Services, whether express, implied or statutory, including, without
limitation, the implied warranties of merchantability or fitness for a particular
purpose, and any representation, warranty or guaranty regarding the availability,
quality, reliability, features, appropriates, accuracy, completeness, or legality of
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the Third Parry Sites or Content.
33. You acknowledge and agree that the provision of access to and the listing of
any Third Party Content (including any third party websites available through the
Service) shall not constitute or imply any endorsement by Nextpoint of such
Third Party Content.
34. You understand that by accessing and using the Service, you may encounter
information, materials and subject matter (i) that you or others may deem
offensive, indecent, or objectionable; (ii) which may or may not be identified as
having explicit language and (iii) that automatically and unintentionally may be
displayed on the Service. Notwithstanding the foregoing, you agree to use the
Third Party Content at your sole risk and that Nextpoint shall have no liability to
you for information, material or subject matter that is found to be offensive,
indecent or objectionable.
35• THE CLOUD PRESERVATION SERVICE IS PROVIDED "AS IS ". EXCEPT
FOR THE SPECIFIC COMMITMENTS MADE IN THIS AGREEMENT,
NEXTPOINT DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES
AND GUARANTIES REGARDING THE CLOUD PRESERVATION SERVICE,
WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -
INFRINGEMENT.
Indemnification; limitations of liability
36. To the extent permitted by applicable law, you shall indemnify, defend and
hold harmless Nextpoint from and against any claim, proceeding, loss, damage,
fine, penalty, interest and expense (including, without limitation, reasonable fees
for attorneys) arising out of or in connection with the following (i) your breach of
this Agreement; (ii) (ii) your negligence or willful misconduct; (iii) your violation
of the rights of a third party, including violation of the Terms of Use of Third
Parry Sites or the infringement by you of any intellectual property or
misappropriation of any proprietary right or trade secret of any person or entity.
These obligations will survive any termination of the License.
37. In no event shall any party be liable to the other party or to any third party for
any incidental, indirect, special, exemplary or consequential damages arising
from or in connection with the inability to use the Cloud Preservation Service or
the Hosting Services, or any content obtained through or maintained by the
Service or your transfer of data, (including, but not limited to, damages or costs
incurred as a result of lost profits, loss of data or information, interruption of
business, cost of replacement goods or software, loss of goodwill, or other
financial loss). Nextpoint shall not be liable under any circumstance for any claim
that exceeds the value of the funds you have paid to Nextpoint under this
Agreement.
38. Nextpoint acknowledges that County is a North Carolina local governmental
entity and the Content that is the subject of this agreement may be deemed
a "public record" pursuant to North Carolina Public Records Laws. Nextpoint
agrees to indemnify and hold harmless the County, its officers, employees,
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agents and representative from any and all from all loss, liability, claims or
expense, including attorney's fees, arising from or related to the negligent or
willful removal, deletion, extraction, modification, revision, or the denial or
restriction of access to any Content such that the Content is temporarily or
permanently unavailable for disclosure in response to a public records request or
prevents the County from complying with applicable records retention laws.
Term and Termination
39• The Term of this Agreement commences upon the earlier of your first use of
Cloud Preservation or the provision by Nextpoint of any services hereunder. You
may terminate the Agreement at any time upon notice to Nextpoint. Nextpoint
may terminate the Agreement upon 3o days' notice to you, upon 7 days' notice for
a material, uncured breach, or as otherwise set forth in this Agreement.
40. All provisions relating to payment of fees, ownership, confidentiality, as well
as any definitions, shall survive termination of the Agreement for an indefinite
period.
41.Upon termination and at your request, Nextpoint will convert your Cloud
Preservation data into an industry- standard, delimited export format and deliver
the data to you.
Final Clauses
42. The parties have read this Agreement and agree to be bound by its terms. This
Agreement constitutes the entire Agreement, and supersedes all previous
communications or commitments. Any changes to these terms must be in writing
and acknowledged by authorized representatives of both parties. If this
Agreement is incorporated into a separate services agreement between you and
Nextpoint, and in the event of any conflict or inconsistency between this
Agreement and the other agreement, this Agreement shall be controlling as to
matters relating to the Cloud Preservation service and your use thereof.
43• Any notices shall be in writing and addressed to the representatives of the
parties set forth above, either by reputable overnight courier or by electronic mail
with confirmation of delivery. The provisions of this Agreement are severable; the
unenforceability of any provision of this Agreement shall not affect the
enforceability of any other. A waiver by either party of any term or condition of
this Agreement or any breach thereof, in any one instance, shall not waive such
term or condition or any subsequent breach thereof. This Agreement is not
transferable or assignable to any other party by either party, except to an acquirer
of all or substantially all of Cloud Preservation business.
44• Nothing contained in this Agreement is intended or shall be construed to
confer upon any person (other than the parties hereto) any rights, benefits or
remedies of any kind or character, or to create any obligations or liabilities of a
party to any such person.
45• The Cloud Preservation service is offered and available for use by any and all
Members, which may include your competitors and /or parties to whom you are
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
or may become adverse to in litigation.
46. This Agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina applicable to agreements made and performed
in North Carolina, excluding the application of its conflict of laws provisions. The
parties agree that any action or suit brought by a party to enforce or adjudicate
the rights of the parties under this Agreement shall be brought in the federal or
state courts located in Orange County, North Carolina and Middle District of the
State of North Carolina, and the parties hereby consent to such jurisdiction and
venue.
47. Nextpoint acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under
the authority of its statutory mandate. In the event that public funds are
unavailable and not appropriated for the performance of County's obligations
under this Agreement, then this Agreement shall automatically expire without
penalty to County immediately upon written notice to Contractor of the
unavailability and non - appropriation of public funds. It is expressly agreed that
County shall not activate this non - appropriation provision for its convenience or
to circumvent the requirements of this Agreement, but only as an emergency
fiscal measure during a substantial fiscal crisis. In the event of a change in the
CountyTMs statutory authority, mandate and /or mandated functions, by state
and /or federal legislative or regulatory action, which adversely affects CountyTMs
authority to continue its obligations under this Agreement, then this
Agreement shall automatically terminate without penalty to County upon
written notice to Nextpoint of such limitation or change in CountyTMs legal
authority.
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
Customer Terms of Use
The customer further represents and warrants that through its duly authorized
representative, it has read, understood and willingly agrees to abide by the
Nextpoint Cloud Preservation Terms of Use, which are herein incorporated by
reference.
Printed Name
Title
Address
Date
Executed by Nextpoint on 6/4/2012
6/4./2012
Signature Date
Rakesh Madhava
Printed Name
CEO, Nextpoint
Title
4043 N Ravenswood, Chicago, IL, 6o613
Address
4043 N. RAVENSWOOD AVENUE - CHICAGO IL • 6o613 NEXTPOINT.COM
Effective as of July 02, 2010
Nextpoint, Inc. ( "Nextpoint" or the "Company ") is committed to protecting the
privacy of your information. This Privacy Statement describes Nextpoint's
information practices.
Information Collected
• When you request additional information or register for services, the
Company will ask you to provide basic contact information.
• When you purchase services online, the Company will ask you to provide
billing information.
• Nextpoint uses common Internet technologies, such as cookies and Web
beacons, to keep track of interactions with the Company's Web sites and
emails.
Use of Information
• Nextpoint uses information collected to provide you with the services you
request.
• Nextpoint may use information collected to provide you with additional
information about the Company's services, partners, promotions, and events.
• Nextpoint may use information collected to improve the Company's Web sites
and services.
• Nextpoint does not share, sell, rent, or trade personally identifiable
information with third parties for their promotional purposes. Nextpoint may
share information collected with other companies that work on Nextpoint's
behalf.
• All personal and financial information collected by the Company will be
deleted within go days of termination of customer relationship.
• Nextpoint will delete all customer information in the event of bankruptcy.
• In the event of a merger or acquisition, all personal and financial information
collected by the Company will be subject to deletion or continued retention at
the customer's discretion.
• Customers may update or change their registration information by contacting
us at customersupport @nextpoint.com.
• For more information about Nextpoint's use of information collected, please
click here.
Customer Data
• Customers of Nextpoint use the Company's services to host data and
information ( "Customer Data ").
• Nextpoint will not review, share, distribute, or reference any such Customer
Data except as provided in the Nextpoint Customer Terms Agreement, or as
may be required by law. Individual records of Customer Data may be viewed
or accessed only for the purpose of resolving a problem, support issues, or
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
suspected violation of the Nextpoint Customer Terms Agreement, or as may
be required by law.
Nextpoint will not intentionally collect or knowingly allow anyone under 13 to
provide us any personally identifying information. Children under 13 years of
age are required to obtain the express permission of a parent or guardian
before submitting any Personal Information about themselves (such as their
names, e -mail addresses, and phone numbers) over the Internet.
Nextpoint will retain your Customer Data only for as long as necessary to
fulfill the purpose(s) for which it was collected and to comply with applicable
laws, and your consent to such purpose(s) remains valid after termination of
our relationship with you. We take all reasonable steps to insure that your
Customer Data is accurate, up -to -date, complete, relevant and not misleading.
If you would like Nextpoint to delete your Customer Data, please notify us at
info @nextpoint.com. Nextpoint further agrees to notify you upon accessing
our applications of any changes made to this Privacy Policy.
Nextpoint uses a third -party intermediary (Authorize.net) to manage credit
card processing. This intermediary is not permitted to store, retain, or use
billing information except for the sole purpose of credit card processing on the
Company's behalf. Nextpoint users credit card information solely to check the
financial qualifications of prospective Customers and to collect payment for
the Service will retain your Customer Data only for as long as necessary to
fulfill the purpose(s) for which it was collected and to comply with applicable
laws, and your consent to such purpose(s) remains valid after termination of
our relationship with you. We take all reasonable steps to insure that your
Customer Data is accurate, up -to -date, complete, relevant and not misleading.
If you would like Nextpoint to delete your Customer Data, please notify us at
info @nextpoint.com.
In any instance of merger, acquisition, or change in ownership of Nextpoint,
all rights and responsibilities under this Privacy Policy will remain in force
and will be assumed by the successor entity. In the case Nextpoint ceases to
exist operations, all Customer Data will be deleted in the normal course of
cessation.of operations, with 90 days prior written notice to the County and
opportunity for the County to replicate the data.
Customers may update or change their Customer Data by editing their user
information in the application. To update a user profile, please login to
nextpoint.com with your username and password and click'Profile.' To
update Billing Information or have your registration information deleted,
please email info @nextpoint or call (773) 929 -4OOO. To discontinue your
account and to have information you maintained in the Service returned to
you, please email info @nextpoint or call (773) 929 -4000. Requests to access,
change, or delete your information will be handled within 6o days.
For more information about Nextpoint's use of customer data, please view our
Customer Terms Agreement here.
Safe Harbor
In accordance with our commitment to protect personal privacy, Nextpoint
adheres to the principles of the Safe Harbor Framework as developed by the U.S.
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 60613 NEXTPOINT.COM
Department of Commerce in consultation with the European Commission. The
seven principles and fifteen Frequently Asked Questions (FAQs) referred to in
this policy constitute the Safe Harbor privacy framework. These principles and
FAQs may be found at: www.export.gov /safeharbor.
Communications Preferences
• Every marketing email from Nextpoint contains instructions on how to opt
out of receiving further marketing emails from the Company.
• If you provide Nextpoint with contact information, you may choose how the
Company uses your information by contacting us here.
• For more information about managing communications you receive from
Nextpoint and instructions for updating information provided when
registering for the Company's services, please contact us here.
Web Site Navigational Information
Nextpoint uses commonly -used information - gathering tools, such as cookies and
Web beacons, to collect information as you navigate the Company's Web sites
( "Web Site Navigational Information ") . This section describes the types of Web
Site Navigational Information the Company may collect and how the Company
may use this information.
Cooldes
Nextpoint uses cookies to make interactions with the Company's Web sites easy
and meaningful. When you visit one of the Company's Web sites, Nextpoint's
servers send a cookie to your computer. Standing alone, cookies do not personally
identify you. They merely recognize your Web browser. Unless you choose to
identify yourself to Nextpoint, either by responding to a promotional offer,
opening an account, or filling out a Web form (such as a "Contact Us" or a "30
Day Free Trial" Web form), you remain anonymous to the Company.
There are two types of cookies: session -based and persistent- based. Session
cookies exist only during one session. They disappear from your computer when
you close your browser software or turn off your computer. Persistent cookies
remain on your computer after you close your browser or turn off your computer.
If you have chosen to identify yourself to Nextpoint, the Company uses session
cookies containing encrypted information to allow the Company to uniquely
identify you. Each time you log into the Service, a session cookie containing an
encrypted, unique identifier that is tied to your account is placed in your browser.
These session cookies allow the Company to uniquely identify you when you are
logged into the Service and to process your online transactions and requests.
Session cookies are required to use the Service.
Nextpoint uses persistent cookies that only the Company can read and use to
identify browsers that have previously visited the Company's Web sites. When
you purchase the Service or provide the Company with personal information, a
unique identifier is assigned you. This unique identifier is associated with a
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
persistent cookie that the Company places on your Web browser. The Company is
especially careful about the security and confidentiality of the information stored
in persistent cookies. For example, the Company does not store account numbers
or passwords in persistent cookies. If you disable your Web browser's ability to
accept cookies, you will be able to navigate the Company's Web sites, but you will
not be able to successfully use the Service.
Nextpoint may use information from session and persistent cookies in
combination with Data About Nextpoint Customers to provide you with
information about the Company and the Service.
Web Beacons
Nextpoint uses Web beacons alone or in conjunction with cookies to compile
information about Customers and Visitors' usage of the Company's Web sites and
interaction with emails from the Company. Web beacons are clear electronic
images that can recognize certain types of information on your computer, such as
cookies, when you viewed a particular Web site tied to the Web beacon, and a
description of a Web site tied to the Web beacon. For example,
Nextpoint may place Web beacons in marketing emails that notify the Company
when you click on a link in the email that directs you to one of the Company's
Web sites. Nextpoint uses Web beacons to operate and improve the Company's
Web sites and email communications. Nextpoint may use information from Web
beacons in combination with Data About Nextpoint Customers to provide you
with information about the Company and the Service.
IP Addresses
When you visit Nextpoint's Web sites, the Company collects your Internet
Protocol CIP ") addresses to track and aggregate non - personally identifiable
information. For example, Nextpoint uses IP addresses to monitor the regions
from which Customers and Visitors navigate the Company's Web sites.
Nextpoint also collects IP addresses from Customers whey they log into the
Service as part of the Company's "Identity Confirmation" and "IP Range
Restrictions" security features.
Third Party Cookies
From time -to -time, Nextpoint engages third parties to track and analyze non -
personally identifiable usage and volume statistical information from individuals
who visit the Company's Web sites. Nextpoint may also use other third -party
cookies to track the performance of Company advertisements. The information
provided to third parties does not include personal information, but this
information may be re- associated with personal information after the Company
receives it. This Privacy Statement does not cover the use of third party cookies.
Changes to this Privacy Statement
Nextpoint reserves the right to change this Privacy Statement. Nextpoint will
provide notification of the material changes to this Privacy Statement through the
4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM
Company's Web sites at least thirty (3o) business days prior to the change taking
effect.
Problems or Complaints with Nextpoint Privacy Policy
If you have a complaint about Nextpoint compliance with this privacy policy, you
may contact us at info @nextpoint.com. If we are unable to resolve your
complaint to your satisfaction, you may elect to proceed with eTrust's Privacy
Policy Complaint Service by completing the complaint form.
Dispute Resolution
This Privacy Policy shall be governed by and construed in accordance with the
laws of the State of North Carolina applicable to agreements made and performed
in North Carolina. The Parties agree that jurisdiction and venue for any matter
arising out of or pertaining to this Agreement shall be proper only in the state
and federal courts located in Orange County and the Middle District of the State
of North Carolina, United States of America, and the Parties hereby consent to
such jurisdiction and venue.
How to Contact Us
Questions regarding Nextpoint's Privacy Statement or information practices
should be directed to or by mail:
Nextpoint Privacy 4043 N. Ravenswood Avenue, Suite 317 Chicago, IL
6o613
If Nextpoint does not adequately respond, please click here to contact eTrust.
eTRUST will then serve as a liaison with Nextpoint.
4043 N. RAVENSWOOD AVENUE • CHICAGO IL 6o613 NEXTPOINT.COM
aoia -lp
ORANGE COUNTY — CONTRACT CONTROL SHEET
Routing Order: (1) Department, (2) IT, (3) Risk Management, (4) Financial Services, (5) Attorney, (6) Manager, (7) Clerk
This Document shall accompany all contracts and shall be submitted for signature in the Routing Order specified above. If the Manager
determines the contract is not appropriate for Manager approval the Manager shall submit the contract for BOCC approval. Contracts for
BOCC approval must be submitted through, and complete, the routing process prior to agenda review. Contracts for legal review should
be completed through the legal review process prior to being routed for signature.
Department
Party/Vendor Name: Nex oint Party/Vendor Contact Person: Katie Townsend Contact Phone: 773 929 4000 x 190 Party/Vendor
Address: 4043 N. Ravenswood Ave City Chicago State: IL Zip: 60613 Department: Information Technology Amount: 4040 Purpose:
Social Media Archiving Budget Code(s): 10315020- 625010 Vendor # N/A (N /A if new vendor) Vendor is a BOCC consultant? Yes
❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 6/4/2012 Approved by Board Yes❑ No
® Agenda Date: Title of Contract:
If this is a Grant Agreement, pre- application has been approved by the Board of Commissioners Yes❑ No❑. If submitted for bid were
bids /RFPs received Yes❑ No❑ Bid/RFP number This contract has been reviewed and approved by the Department Director as to
technical content:
i
Department Director's Signature: Date: S
IT Director
(Applicable only to hardware /software purchases or related services) This contract has been reviewed and approved by the Information
Technology Director as to technical content and information technology specifications:
IT Director's Signature:__ Date: 6=� , S - 2_-0G2__
Risk Management
Include the following coverages: ❑ CGL; ❑ Auto; ❑ WC; ❑ Professional; ❑ Property; OR No Insurance Required [j�' Hold
Contract pending receipt of Certificate of Insurance E]. With incorporation of Insurance provisions as shown, this contract is approved
by the Risk Manager:
Risk Manager's Signature: Date: l4 ' 7• 1?,-
Financial Services
This Contract is conditione&Apon appropriation by the Board of Commissioners Yes❑No A budget amendment is necessary
before approval Yes❑ NoA. If budget amendment is necessary, please attach to this form. This instrument has been pre- audited in the
manner required by the Local Government Bud a and Fiscal Contr 1 Act:
Financial Services Director's Si nature: U 7. Date: �'
Countv Attorne
Approval by Board ❑ (Contracts $90,000.00 or more for goods or services, $250,000.00 or more for construction, or any BOCC
consultant contract). Approval by Manager [ (Most other contracts $1,000 and above). Department Director approval only ❑ (Under
$1,000). This contract has been r ewed a d approved by the Attorney as to legal form and sufficiency:
Attorney's Signature Date:
County Manager
This contract has been reviewed and is approved by the County Manager Yq>ErNo❑.
This contract has been reviewed and is for signature by the air Yes❑No�
Manager's Signature: Date: Y �N
Clerk to the Board
Approved by BOCC on the _ day of , 20 . Submitted for Chair signature on the _ day of , 20
Clerk's Signature:
Revised March 2012
Date:
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