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HomeMy WebLinkAbout2023-311-E-IT Dept-ArchiveSocial-ArchiveSocial software and technical support170811v4 - 1 - ENTERPRISE SOFTWARE LICENSE AGREEMENT This Enterprise Software License Agreement (this “Agreement”) is effective this 10th day of July, 2023 (the “Effective Date”), by and between ArchiveSocial, LLC a Delaware corporation whose principal place of business is located at 212 W Main St, Ste 500, Durham, NC 27701 with mailing address of P.O. Box 3330, Durham, NC 277023330 (“Licensor”) and Orange County, NC, a government entity whose principal place of business is located at 200 South Cameron Street, Hillsborough, NC 27278 (“Licensee”). Licensee and Licensor may hereinafter jointly be referred to as the “parties.” WHEREAS, Licensor has developed and licenses proprietary online software that assists in capturing and archiving records of online social media communications and Internet websites (including all updates, upgrades, modifications and improvements thereto generally made available by Licensor to other similar commercial licensees, the “Software”) and related documentation delivered or provided to Licensee (the “Documentation” and, along with the Software, the “Service”), all as more fully described and accessed at http://archivesocial.com/ (the “Website”); and WHEREAS, Licensee would like to license such software for the limited and express purposes and term set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. LICENSE. (a) General. On the terms and subject to the conditions of this Agreement, including the payment of all the fees and charges required hereunder, Licensor grants to Licensee, and Licensee accepts, a non-exclusive, limited, nontransferable, license (without the right to sublicense) to access and use the Service, including the Software, solely in the form provided by Licensor through the Website, for any purpose not prohibited by law or by the terms and conditions of this Agreement (the “License”). The License and rights granted to Licensee herein terminate upon the termination or expiration of this Agreement as set forth herein. (b) Restrictions on Use. Licensee covenants and agrees that it shall not, and shall cause its affiliates, owners, members, managers, directors, employees, agents, contractors or other third parties who use the Website and/or the Service on behalf of, at the direction of or for the benefit of Licensee (collectively, Licensee’s “Representatives”) to not, (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share (including as a time share, service bureau or otherwise) any of Licensee’s rights under, in or to the License and/or the Service with or to any third party; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any part of the Website, the Services or the Software or create any derivative DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 2 - works or otherwise merge or utilize all or any part of the foregoing with or into other computer programs, website, service or other materials or attempt to discover all or any part of the Website’s, the Service’s or the Software’s source code; (iii) use the Website or the Service to access or use any content, information or material to which such person or entity does not have the necessary right or license, or otherwise knowingly violate, breach or infringe the intellectual property, contractual or other rights of any third party; or (iv) knowingly violate any applicable law, regulation, ordinance, contract, order or other agreement that is binding on such person or entity’s use of the Website or the Service. (c) Reservation of Rights. Nothing herein shall be construed to convey any ownership or proprietary right or interest in the Website, Service, Software or Documentation or any other information or materials provided by Licensor to Licensee in connection with the Service, or any portion or copy thereof, to Licensee or any of its Representatives. As between the parties hereto, all intellectual property and proprietary rights in the Website, Service, Software and the Documentation shall remain the sole and exclusive property of Licensor. All inventions (including, without limitation, discoveries, concepts, ideas, know-how, improvements, derivative works and feedback, whether or not constituting protectable intellectual property and whether or not reduced to practice) arising out of Licensee’s use of the Website, Service or Software shall be and remain the sole property of Licensor and shall be subject to the terms of this Agreement. Accordingly, Licensee hereby covenants and agrees that it will assign and will cause its Representatives to assign, and upon the authorship, development or creation of any such invention expressly and automatically does assign, all right, title and interest to any such invention to Licensor. Licensor reserves all rights not expressly granted to Licensee in this Agreement. 2. SUPPORT AND SERVICE. Licensor shall provide commercially reasonable support in connection with Licensee’s use of the Service including, without limitation, providing (i) initial deployment and integration support as mutually agreed by the parties and (ii) phone and email access for Licensor inquiries pertaining to the Website, Service or Software during standard business hours (9:00am EST to 5:00pm EST, M-F except holidays) and responses to such inquiries within a commercially reasonable time period depending on the urgency or severity of the specific problem or request. Licensee and Licensor shall each provide a designated point of contact (i.e., a single person or small team of people) for all support and service inquiries related to Licensee’s use of the Website, Service and/or Software and Licensor shall have no obligation to respond to support or service inquiries other than as submitted by such designated contact(s). 3. PAYMENTS. Licensee shall pay to Licensor the fees for the Software and for the Services, as set forth on Exhibit A hereto. All fees pursuant to this Agreement shall be invoiced by Licensor in advance. All fees shall be paid in U.S. dollars in immediately available funds and shall be made payable to Licensor. For the DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 3 - avoidance of doubt, Licensee’s failure to make any payment within 30 days of its receipt of an undisputed invoice from Licensor shall constitute a material breach of this Agreement. 4. TERM AND TERMINATION. (a) Term of Agreement. This Agreement is effective beginning on the Effective Date and, unless this Agreement is earlier terminated in accordance with this Section 4, shall continue for a period of 3 years (the “Initial Term”), and Licensee may elect to renew this Agreement thereafter for successive periods of 1 year (each, a “Renewal Term”) by providing notice of renewal, including but not limited to purchase orders or invoice payments to Licensor within 30 days of the scheduled expiration of this Agreement. Licensor may increase the fees as provided in Exhibit A upon commencement of a Renewal Term, provided that Licensor issues written notice at least 30 days prior to the Renewal Term. (b) Termination. In the event of a material breach by either party that is not cured within 30 days of receipt of written notice thereof from the other party, the nonbreaching party may, by written notice to the breaching party, (i) terminate this Agreement; (ii) terminate or suspend Licensee’s access to or use of the Website, Service and/or Software; and/or (iii) pursue other legal and equitable rights and remedies to which it may be entitled. Either party may terminate this Agreement immediately by giving written notice to the other party if such other party institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of such party’s debts, or makes an assignment for the benefit of its creditors or commences dissolution proceedings. In addition, Licensor may terminate this Agreement and the License hereunder immediately upon the breach by Licensee of Section 1 hereof. (c) Effect of Termination. Except as set forth in this Agreement, in the event of termination or expiration of this Agreement, the rights and obligations hereunder or thereunder, as applicable, shall terminate immediately; provided, however, that any payment or other obligation that has accrued as of such termination or expiration date shall survive such termination or expiration; provided, further, that in the event of the termination or expiration of this Agreement the rights and the obligations of the parties set forth in Sections 1(c) (Reservation of Rights), 5(d) (Service Disclaimer),7 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 13 (Entire Agreement) and 15 (Additional Terms) of this Agreement, along with any other provision of this Agreement which is required to enforce the parties’ rights and obligations hereunder or by its terms continues after the termination of this Agreement, shall survive the termination or expiration of this Agreement and shall continue in effect as described therein. DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 4 - (d) Return and Retention of Archived Content. At any time during the term of the Agreement, Licensee may export the Archived Content via the administrative panel in the Software. In addition, following the termination or expiration of this Agreement and Licensee’s written request within 30 days thereof, Licensor shall, within 30 days of its receipt of such request and in a commercially reasonable format determined by Licensor, provide Licensee with a copy of the data transmitted to and through supported social media platforms and Internet websites by Licensee to Licensor in connection with its use of the Service, as collected, modified and archived by Licensor in connection with its provision of the Service (collectively, the “Archived Content”). Thereafter, ArchiveSocial will allow 30 days for Licensee to retrieve the Archived Content. Upon expiration of such 30- day retrieval period, Licensor shall delete all such Archived Content and it is Licensee’s sole responsibility to seek another source for backing up or archiving such Archived Content and/or related data or content. LICENSEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR SHALL HAVE NO OBLIGATIONS WITH RESPECT TO ANY ARCHIVED CONTENT, INCLUDING THE MAINTENANCE OR PRESERVATION THEREOF, AND LICENSOR SHALL NOT BE LIABLE FOR ANY DISRUPTION OR TERMINATION OF LICENSEE’S OR ITS REPRESENTATIVES’ ACCESS TO OR USE OF THE WEBSITE, SERVICE, SOFTWARE, DOCUMENTATION AND/OR ARCHIVED CONTENT. 5. DESCRIPTION OF SERVICE; ARCHIVING AND ARCHIVED CONTENT (a) Archived Content License. Licensee hereby grants Licensor a limited, worldwide, royalty-free, perpetual and irrevocable license, with right to sublicense, to use, reproduce, copy, access, view, modify, edit, perform, display, prepare derivative works of, reformat, translate, distribute and transfer Licensee’s Archived Content, solely and to the limited extent necessary to perform Licensor’s obligations hereunder and to provide Licensee with the Services including, without limitation, to disclose such Archived Content to the applicable Supported Site as necessary to comply with Licensor’s or Licensee’s terms and conditions of using such Supported Site. (b) Supported Sites and Permitted Accounts. In addition to the license granted in Section 5(a), in order for Licensor to provide the Service and to capture and to maintain Archived Content for Licensee, Licensee must provide Licensor with certain information with respect to any social media account and/or Internet website, platform or service that Licensor supports (a “Supported Site”) and that Licensee would like to be included as part of Licensee’s Archived Content. Licensee represents, warrants, covenants and agrees that Licensee has not, and that Licensee will not, provide Licensor with any Permitted Accounts (as defined below) information or any other information in connection with any user account for a Supported Site or other social media or Internet website in connection with DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 5 - Licensee’s use of the Service and Licensor’s archival of any Archived Content other than with respect to user accounts for which (i) Licensee or a Representative of Licensee is the actual owner or (ii) Licensee has been explicitly authorized to provide such access (collectively, “Permitted Accounts”). (c) Limitations on Licensor’s ability to provide the Service and maintain Archived Content. In order for Licensor to provide the Service and to capture and to maintain Archived Content for Licensee, Licensor relies on Licensee and on the owners and operators of the Supported Sites to provide Licensor with access to the content, data and/or information Licensee transmits to and through such Supported Sites, typically through one or more application programming interfaces or "APIs". For instance, if Licensee changes any Permitted Accounts Information Licensee has provided to Licensor without, if necessary, first notifying Licensor as directed through the Website and/or Service, or otherwise limits or revokes Licensor’s ability to access any of Licensee’s Permitted Accounts, Licensor may be unable to continue to provide the Service as intended, or at all. It is also possible that, without any notification to Licensee or Licensor, one or more Supported Sites will (i) change their website or service, (ii) change the APIs through which Licensor accesses such website and/or service, (iii) amend the terms of use or other policies through which Licensee or Licensor use and access such website and/or service, (iv) provide incomplete or inaccurate information through their APIs or otherwise with respect to the content, data and/or information Licensee transmits to and through such Supported Site, and/or (v) take other actions to restrict Licensee’s or Licensor’s access to such website and/or service and the content, data and/or information contained therein. Any of these events could disrupt Licensor’s ability to provide the Service as intended, or to provide the Service at all, including Licensor’s ability to capture or to maintain Licensee’s Archived Content as described on the Website and elsewhere. In addition, it is also possible that Licensor’s ability to provide the Service or to capture or to maintain Licensee’s Archived Content could be temporarily disrupted due to unanticipated or unplanned events, such as viruses, hacking or other security vulnerabilities, the failure of equipment or services provided by Licensor or by third parties or other events, including force majeure events. (d) Service Disclaimer. WHILE LICENSOR WILL UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE (INCLUDING WITH RESPECT TO ARCHIVED CONTENT) TO LICENSEE, LICENSOR CANNOT AND DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT LICENSOR WILL BE ABLE TO DO SO IN FULL AT ALL TIMES OR AT ANY PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR GUARANTEE THAT LICENSOR WILL BE ABLE TO CAPTURE FULL AND ACCURATE RECORDS OF LICENSEE’S ARCHIVED CONTENT AT ALL TIMES OR AT ANY PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR GUARANTEE THAT ANY WEBSITE, PLATFORM OR SERVICE THAT IS CURRENTLY A SUPPORTED SITE WILL REMAIN A SUPPORTED SITE. DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 6 - ACCORDINGLY, LICENSEE’S USE OF THE WEBSITE AND THE SERVICE IS EXPRESSLY CONDITIONED ON LICENSEE’S ACKNOWLEDGEMENT AND ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION 5 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 11 OF THIS AGREEMENT. 6. OWNERSHIP OF CONTENT. Licensor does not claim ownership of any content belonging to Licensee, including any Archived Content, except as expressly described in this Section with respect to Feedback; provided, however, that Licensee’s use of the Service is subject to Licensee’s granting of the license to Licensee’s Archived Content set forth in Section 5(a), as well as any other reasonably necessary license to any other content, in order for Licensor to perform Licensor’s obligations hereunder and to provide Licensee with the Service. Notwithstanding the foregoing, any comments, feedback, ideas and/or reports about the Website or the Service that Licensee provides to Licensor, whether in written, electronic or any other form (collectively, “Feedback”), shall be considered Licensor’s proprietary and confidential information, and Licensee hereby irrevocably automatically transfers and assigns to Licensor, immediately upon creation, all of Licensee’s right, title and interest in and to such Feedback, including all intellectual property rights embodied in or arising in connection with such Feedback and any other rights or claims that Licensee may have with respect to any such Feedback. 7. CONFIDENTIALITY. Subject to public record law, Licensee shall not disclose, except in accordance with this Agreement, and shall take all necessary precautions to protect the confidentiality of and to cause its Representatives not to disclose and to protect the confidentiality of, any Confidential Information received from Licensor or its affiliates, employees or other agents under this Agreement, including, without limitation, requiring Licensee’s Representatives or others with access to the Confidential Information to be subject to confidentiality obligations similar in nature to those imposed by this Agreement and limiting access to the Confidential Information to Licensee’s Representatives on a “need to know” basis. Any Confidential Information may be used by Licensee only in connection with the License granted herein, unless otherwise agreed by the parties in writing. For the purposes of this Agreement, “Confidential Information” shall mean all business, technical, and financial information provided by Licensor to Licensee, including, without limitation, the Software and all accompanying Documentation and all proprietary information relating thereto. Confidential Information shall not include any information which is: (i) at the time of its disclosure previously known by Licensee, as demonstrated by Licensee’s records; (ii) in the public domain or becomes generally known or published through no fault of Licensee; or (iii) lawfully disclosed to Licensee by a third party free to disclose such information. The provisions under this Section 7 shall survive the expiration or termination of this Agreement for any reason for a period of five years. Immediately upon termination or expiration of this Agreement, Licensee agrees to return to Licensor or to delete all Confidential Information provided to Licensee, including copies of DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 7 - any software or documentation provided by Licensor to Licensee hereunder and, if requested by Licensor, provide Licensor with a written notice certifying that it has complied with the requirements of this sentence. 8. TRANSFERS. This Agreement, the License and all other rights, licenses, remedies, obligations and liabilities granted hereunder to Licensee may not be transferred or assigned to any other party without the express written consent of Licensor. Any attempted assignment or transfer in violation of this provision shall be void. 9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has the full corporate power and authority to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE, SERVICE AND/OR SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE LAWS IN LICENSEE’S JURISDICTION, NEITHER PARTY OR ITS REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR LICENSEE’S USE OF THE WEBSITE, SERVICE AND/OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF THE CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 12. INDEMNIFICATION. (a) Third-Party Infringement Claims Licensor will defend at its expense or settle any third-party claim against Licensee alleging that the Software or Service provided under this Agreement infringe intellectual property rights. Licensor will pay infringement claim defense costs, Licensor–negotiated settlement amounts, and damages finally awarded by a court. Licensor has no obligation for DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 8 - any claim of infringement arising from Licensee’s use of the Software and Services for purposes not contemplated by this Agreement. (b) Bodily Injury. Licensor will defend and indemnify Licensee and employees, directors and agents against all damages for bodily injury, including death, or damage to real or tangible personal property to the extent proximately caused by Licensor in performance under this Agreement. (c) Conditions. Licensor’s indemnification obligations under this Section 12 are conditioned upon the Licensee (i) promptly notifying the Licensor of any claim in writing; (ii) cooperating with Licensor in the defense of the claim; and (iii) granting the Licensor sole control of the defense or settlement of the claim. 13. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee, which supersedes any proposal, prior agreement, or license, oral or written, and any other communications relating to the subject matter of this Agreement. If any term of this Agreement shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of this Agreement shall continue in full effect. 14. INDEPENDENT CONTRACTOR. The parties are independent contractors and nothing contained herein shall be construed to create any other relationship between the parties. Nothing in this Agreement shall be construed to constitute either party as the agent of the other party for any purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or the performance of any other obligation, or represent to any third party that it has the right to enter into any binding obligation on the other party’s behalf. Furthermore, nothing in this Agreement shall be construed so as to obligate either party to enter into a further agreement. 15. ADDITIONAL TERMS. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) of this Agreement. Neither party shall be liable for delays or failures of performance resulting from causes beyond its reasonable control. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. All notices or other communications to a party which are required or permitted pursuant to this Agreement shall be in writing to the address set forth for such party in the introduction to this Agreement. Any such notice shall be deemed sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, or if delivered by any other means upon which the parties shall mutually agree. Any party may change the address to which notice is to be given by notice given in the manner set forth above. DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 9 - 16. COUNTERPARTS. This Agreement may be executed by electronic signatures or signatures delivered through electronic facsimile. The parties shall use commercially reasonable efforts to deliver to each other a fully executed original following the initial closure of the agreement through facsimile or electronic copies and/or signatures [Signature Page Follows] DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 170811v4 - 10 - IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Software License Agreement effective the day and year first above written. LICENSOR: ArchiveSocial, LLC. By: Name: Title: LICENSEE: Orange County, NC By: Name: Title: EXHIBIT A Fees and Payments 1. Base Service Fee: Licensee shall pay an annual base service fee of $9,588 which shall entitle Licensee to connect to the Service, social media accounts from one or more social networking or social media websites, platforms or services or Internet websites supported as part of the commercially available Service (each a “Supported Site”) for which Licensee is either (i) the actual owner or (ii) explicitly authorized to provide access to such social media account or Internet website (e.g., upon express authorization by DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 CTrO and Business Operations Robert Sydnor 7/6/2023 7/15/2023 County Manager Bonnie Hammersley 170811v4 - 11 - Licensee’s Representative). Each such social media account shall be referred to as a “Permitted Account”. Licensee is entitled to archive up to 6,000 new social media records per month, in aggregate, from across all Permitted Accounts. For purposes of this Exhibit A, a “social media record” refers to any individual posting sent or received by a Permitted Account, including comments, status updates, and private messages. Large multimedia files, such as videos, are counted as multiple records with each 10-megabyte segment of a multimedia file counted as a single record. 2. Add-on Service Fees: If an add-on service is selected then Licensee shall pay the corresponding add-on annual service fee which shall entitle License to access the service. Selected: (X) Add-on Service Annual Fee X Risk Management & Analytics (RMA) Reporting & Alerting $ 0 Public Access Open Archive Portal $ 3. Service and Support: There is no additional charge for service and support as provided in Section 2 of the Agreement. DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: ArchiveSocial, LLC Vendor Contact Person: Robert Sydnor Phone: 919-792-8998 Address: PO Box 3330 City Durham State: NC Zip: 27702 Department: IT Amount: $28,764.00 (over 3 years) Purpose: ArchiveSocial software and technical support Budget Code(s): 10315020-625010 Vendor # 62820 Vendor Status with NCSOS: Active - Current Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 7/10/2023 End Date 7/9/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 7/10/2023 7/10/2023 7/13/2023 7/15/2023 ArchiveSocial, LLCP.O. Box 737311Dallas TX 75373-7311United States  QUOTE #5774 06/20/2023      1 of 1   Bill To Ship To TOTAL (USD) Orange County, NC   Orange County, NC200 South Cameron StreetHillsborough NC 27278United States Orange County, NC200 South Cameron StreetHillsborough NC 27278United States $28,764.00 Quote Expires: Item Options Amount Premium - 6KR - $799 Social Media Archiving Subscription($799/month) - Unlimited Accounts & Up To 6k Records Per Month - Includes Risk Management Analytics (RMA) Year 1 Service Dates: 7/10/2023 - 7/9/2024 Price to be paid each year. $9,588.00 Premium - 6KR - $799 Social Media Archiving Subscription($799/month) - Unlimited Accounts & Up To 6k Records Per Month - Includes Risk Management Analytics (RMA) Year 2 Service Dates: 7/10/2024 - 7/9/2025 $9,588.00 Premium - 6KR - $799 Social Media Archiving Subscription($799/month) - Unlimited Accounts & Up To 6k Records Per Month - Includes Risk Management Analytics (RMA) Year 3 Service Dates: 7/10/2025 - 7/9/2026 $9,588.00  Subtotal (USD)$28,764.00  Other Credits (USD)  Tax Total  (USD)$0.00  Total (USD)$28,764.00 DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA ArchiveSocial, LLC 302 S. 4th Street Suite 500 Manhattan, KS 66502 Umbrella/Excess Liability follows form. Orange County, NC is included as an Additional Insured as respects to General Liability, Automobile Liability and Umbrella/Excess Liability. General Liability, Automobile Liability and Umbrella/Excess Liability policies shall be Primary to any other insurance Orange County, NC 200 South Cameron Street Hillsborough, NC 27278 06/09/2023 1-877-945-7378 1-888-467-2378 certificates@willis.com American Casualty Company of Reading Penns 20427 National Fire Insurance Company of Hartfor Continental Insurance Company 20478 35289 Endurance American Specialty Insurance Com 41718 W29267194 A 1,000,000 100,000 15,000 1,000,000 2,000,000 2,000,000 Y 7037146004 05/17/2023 05/17/2024 B 1,000,000 05/17/202405/17/2023Y7037146018 C 5,000,000 10,000 Y 7037145998 05/17/2023 05/17/2024 5,000,000 7037146021A 1,000,00005/17/2023 05/17/2024 1,000,000 1,000,000 D Cyber/Tech E&O Limit:PRO30018745601 04/30/2023 04/30/2024 Deductible: 300739924257665SR ID:BATCH: $100,000 $5,000,000 Willis Towers Watson Certificate Center Page 1 of 2DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: ArchiveSocial, LLC 302 S. 4th Street Suite 500 Manhattan, KS 66502 in force for or which may be purchased by Additional Insured. 2 2 Willis Towers Watson Northeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W29267194CERT:3007399BATCH:24257665SR ID: DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5