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HomeMy WebLinkAboutRes 2012-06-06 Copyright License Agreement with The Payment Group, LLC for use of City LogoCITY OF ANNA, TEXAS RESOLUTION NO. 2012-06-06 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A COPYRIGHT LICENSE AGREEMENT WITH THE PAYMENT GROUP, LLC DIB/A TRAFFICPAYMENT.COM TO USE THE CITY LOGO WHEREAS, the City of Anna, Texas (the City) The Payment Group, LLC (Licensee) desire to enter in a Copyright License Agreement to use the City Logo; and WHEREAS, the City Council of the City of Anna, Texas finds that approval of the Agreement is in the best interests of the citizens of Anna; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval and Authorization of Engagement The Council hereby approves the Agreement, attached hereto as Exhibit 1, incorporated herein for all purposes and authorizes the City Manager to execute same in its behalf. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 26h day of July, 2012. Crist, Mayor o`P�y OF Res. 2012-06-06 Copyright License Agreement— Payment Group — Logo PAGE 1 of 1 06-26-12 /( EA*4 I, t ( 11 COPYRIGHT LICENSE AGREEMENT This License Agreement (this "Agreement") is executed on the n day of. -Ty yta, , 2012, between the City of Anna ("Licensor"), whose address is 111 N. Powell Parkway, Anna, Texas 75409, and The Payment Group, LLC d/b/a TRAFFICPAYMENT.COM ("Licensee"), whose address is 2805 North Dallas Parkway, Suite 230, Piano, Texas 75093. Licensor is the owner of the copyright in the works entitled "City of Anna, Texas Logo" (referenced hereinafter as "the Works"), a color copy of the Works being attached hereto as Exhibit A and incorporated herein for all purposes. Licensee desires to obtain a license to use the Works and Licensor is willing to grant such a license on the terms set forth In this Agreement. For the mutual covenants contained In this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: Section 1. License Grant. Under this Agreement, Licensor grants to Licensee, and only to Licensee, the nonexclusive right to use the Works in the United States for the term set forth in this Agreement. Licensor retains the right to use the Works according to its normal use of same or any use at its discretion. The license granted in this Agreement gives Licensee the right to electronically publish images of the Works and to use and distribute copies of the Works to certain persons according the conditions and limitations as provided for in this Agreement. Section 2. Term. This Agreement shall be for the same duration as the agreement between the parties dated June 26, 2012, titled "TrafficPayment.com Service Agreement" and referenced hereinafter as "TP Agreement." However, this Agreement may be terminated prior to the termination of the TP Agreement as provided for in this Agreement. Section 3. Representations and Warranties. Licensee holds itself out to Licensor as providing affordable and reliable online citation payment services to persons desiring such services and it is on the basis of Licensee's promise to provide such level of services to the general public (not to Licensor) that Licensor has been induced into granting the rights in this License Agreement, Should Licensee at any time in Licensor's sole determination fail to meet such standards In the provision of its services to the general public, Licensor may immediately terminate the License Grant by providing written notice to Licensee. Section 4. Conditions and Limitations. Licensee's use of the Works will be subject to receiving advanced written approval from Licensor as to the content of all marketing materials and any other materials that Licensee proposes for distribution or other use at any time that is related to or in any way associated with Licensor or the Works. The License Grant under this Agreement is further conditioned on Licensee offering and sufficiently providing the services set forth in the TP Agreement. Licensee may not use the Works for any purpose other than to market said services. By grant of the license under this Agreement, Licensor does not endorse Licensee or its products, services, coverage, or its company or any associated person, and provides no guarantees or assurances regarding any of same. THIS AGREEMENT IS NOT INTENDED TO INURE TO THE BENEFIT OF ANY THIRD PARTY AND IS SOLELY BETWEEN LICENSOR AND LICENSEE. Section 5. Consideration. The license granted to Licensee shall be without consideration or payment of any royalties, but is conditioned as set forth in this Agreement. Section 6.. Termination. This Agreement may terminate by Licensor: (1) upon the expiration of 30 days after Licensor provides written notice to Licensee at any time prior to the end of the term or any extension thereto; or (2) Immediately upon Licensor giving Licensee written notice of termination as described in Section 2 of this Agreement or when such termination is due to a material breach of the conditions of this License. Notice will be provided to the address for Licensee listed in this Agreement. Section 7. Copyright Notice. Licensee agrees that on all copies of the Works, Licensee will place or cause to be placed the appropriate copyright notice, e.g., ©; or Copr. 2009-12 City of Anna, Texas. Section 8. Miscellaneous. This Agreement may not be assigned by Licensee without the advance written consent of Licensor, which must be in the form of a written amendment or addendum to this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Texas and exclusive jurisdiction, venue, and forum shall be in Collin County, Texas. LICENSEE AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR FROM ANY CLAIM, PROCEEDING, CAUSE OF ACTION, JUDGMENT, PENALTY, OR ANY OTHER COST OR EXPENSE ARISING OR GROWING OUT OF, ASSOCIATED OR IN CONNECTION WITH LICENSEE'S MARKETING, ITS USE OF THE WORKS, OR ITS PROVISION OF ITS SERVICES, PROVIDED, HOWEVER, THAT LICENSEE SHALL NOT BE REQUIRED TO INDEMNIFY LICENSOR FOR ANY DAMAGES OR OTHER AMOUNTS License Agreement Page 1 of 2 .. INCURRED BY LICENSOR WHICH IS SOLEY CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL CONDUCT OF THE LICENSOR, OR ITS EMPLOYEES, OFFICERS, REPRESENTATIVES OR AGENTS. LICENSEE'S DUTY TO INDEMNIFY AND HOLD HARMLESS INCLUDES, BUT IS NOT LIMITED TO, ATTORNEY FEES INCURRED BY LICENSOR IN DEFENDING ITSELF OR IN ENFORCING THIS AGREEMENT AND SAID DUTIES SURVIVE THE TERMINATION OF THIS AGREEMENT. BY ENTERING INTO THIS AGREEMENT, LICENSEE WAIVES ALL RIGHTS AND REMEDIES IN LAW OR IN EQUITY EXCEPT TO SEEK ENFORCEMENT OF SPECIFIC PERFORMANCE OF THE OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES UNDERSTAND AND AGREE THAT THE CONDITIONS THAT LICENSOR MUST MEET IN ORDER TO USE THE WORKS AS DESCRIBED UNDER THIS AGREEMENT ARE NOT GOODS OR SERVICES PROVIDED TO LICENSOR AS CONTEMPLATED UNDER TEXAS LOCAL GOVERNMENT CODE 4 271.151, et. seq. THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT WAIVE ANY OF LICENSOR'S GOVERNMENTAL IMMUNITIES, INCLUDING BUT NOT LIMITED TO IMMUNITY FROM SUIT AND LIABILITY, EXCEPT AS EXPRESSLY STATED HEREIN. LICENSEE: The Payment Group, LLC d/b/a TRAFFICPAYMENT.COM t3y: •-Marl tlarow,_I s duly authori ed President and Director DATE: June 26, 2012 KA W I. W A) License Agreement Page 2 of 2 ,. Exhibit A CITY OF ,ANNA, TEXAS m YIOURIHOMETOWN T .1SN -FF As.GOV