The Client and PlaceVision Inc have made agreement as of this day between the Client, the recipient of a COMMUNITY REMARKS license and PlaceVision Inc, for the COMMUNITY REMARKS project referred to as the Project.

THE PROJECT

The Project that is the subject of this agreement shall consist of the tasks and deliverables described below and delineated in the INVOICE, PROJECT SCOPE, DELIVERABLES provided to the Client hereto, collectively, the “PROJECT SCOPE” for the Project.

SERVICES

PlaceVision shall provide Basic Services for the Project consisting of consultation, research, design, programming, checking quality of implementation, and coordination of the Project and its Execution. In connection with performing Basic Services, PlaceVision shall prepare and present materials to the Client that demonstrate or describe PlaceVision’s intentions for the database as delineated in the INVOICE, or PROJECT SCOPE set forth for the Project.

PlaceVision reserves the right, if necessary, to house the complete Project on a testing server for a portion of the project while in development.

COMPENSATION

Upon accepting this Agreement, by paying the invoice sent to the Client , the Client shall make an initial payment for the license fee set forth in the Invoice. The initial payment shall be credited to the work performed to complete the setup of the database and software license including: the COMMUNITY REMARKS license fee, web hosting, and the set forth number of hours of technical support and training based on the license scale purchased. CLIENT shall receive an initial invoice. Payment of this bill must be paid within 30 days of the actual start date of the project. Thereafter, each additional task such as support, training, and customization shall be billed at an hourly rate of $97.00. After receipt of an invoice, the Client shall make payments within 30 days.

Project Expiration
Upon the completion of customization work, which has been agreed to by the Client and completed by PlaceVision, an invoice will be sent to the Client for that work. Payment is due on this invoice (and any other outstanding invoices) within 30 days. If for any reason payment is delayed by the Client for more than 30 days after the submission of the initial invoice, a second invoice will be submitted to the Client and payment must be received in full prior to the release of any and all project materials relating to the unpaid invoice.

Revisions and Additions
A fixed budget or budget estimated not to exceed a specified amount delineated in the initial INVOICE or PROJECT SCOPE is based upon the time estimated to complete the services specified in the INVOICE or PROJECT SCOPE during normal working hours. Any revisions or additions to the services described in the Agreement shall be billed as additional services not included in the fixed fee or estimated fee.

Rush Work
The Client shall pay a surcharge for any services requiring work to be performed outside of normal working hours by reason of unusual deadlines or as a consequence of the Client not meeting scheduled times for delivery of information, materials, or approvals. The surcharge for rush work shall be at the standard rate of the task assigned in the INVOICE or PROJECT SCOPE plus 70 dollars per hour. Normal working hours for this Project are as follows: Monday-Friday, 8am –6pm.

Reimbursable Expenses
The Client shall reimburse PlaceVision for all necessary out-of-pocket expenses (expenses not directly related to support and training of the database) incurred by PlaceVision with respect to the Project including, but not limited to, expenditures requested by Client for: photography, presentation and artwork materials, fax, long-distance telephone charges, out-of-town travel, and postage. Automobile travel will be charged at a standard rate per mile of $0.50. Reimbursable Expenses will be billed at cost plus a surcharge of $0.50.

Records
PlaceVision shall maintain records for Reimbursable Expenses or Implementation charges and shall make such records available to the Client for inspection upon request.

Late Payment
The Client shall pay a service charge for all overdue amounts of $105.00 dollars for every 15 days the bill is overdue. Annual renewal of the license fee must be paid within 45 days of receipt of a renewal invoice. An invoice will be sent via email at the time of renewal. The Client will also receive an email from PlaceVision regarding The Client’s renewal date. Any client who chooses not to renew but decides to do so after 60 days of their renewal date, must purchase a license at the full license fee to be reinstated.

Renewing and Upgrading
A Basic license may be purchased and upgraded in the future to Basic Plus, or any other variation, by paying the difference between the Basic license and the upgraded license price.

Training, customization, and reimbursable expenses, are to be discussed, estimated, and approved by client, before beginning of work.

CLIENT’S OBLIGATIONS

The Client shall appoint a sole Representative with full authority to provide or obtain any necessary information and approvals that may be required by PlaceVision. The Client’s Representative shall be responsible for coordination of briefing, review, and the decision making process with respect to persons and parties other than PlaceVision and its subcontractors. If, after the Client’s Representative has approved customization of the database beyond the native functionality of COMMUNITY REMARKS, the Client shall pay all fees and expenses arising from such changes as additional services as described in the  “Tools and Functionalities” section.

The Client shall provide accurate and complete information and materials to PlaceVision and shall be responsible for the accuracy and completeness of all information and materials so provided. The Client shall pay all fees and expenses arising from the provision of materials that do not meet the needs or standards of the project. PlaceVision shall return all materials provided by the Client within 30 days after completion of the project.

RIGHTS & OWNERSHIP

Assignment of Work Product.

a)  PlaceVision agrees, that all inventions, improvements, discoveries or developments including, but not limited to, computer software authored by PlaceVision (collectively “Work Product”) which PlaceVision may make or conceive during the term hereof, which arise out of the tasks associated with the INVOICE or PROJECT SCOPE provided pursuant to this Agreement or exposure to Confidential Information, are a “work made for hire” and are the exclusive property of The Client free from any claim or retention of rights thereto on the part of PlaceVision.

(b) Notwithstanding anything contained herein to the contrary, the Client agrees that it shall have no rights to any of the following that are pre-existing generic tools of PlaceVision, including but not limited to COMMUNITY REMARKS which PlaceVision uses in providing Services hereunder (collectively, the “PlaceVision Material”): (i) any software, routines or algorithms, whether in source code, object code, executable form, firmware or otherwise and whether tangible or intangible, including the format of any templates that may be required to display the data and/or information for a Work Product, together with all related documentation, (ii) any ideas, concepts, inventions, processes, methods, techniques, tools or enhancements, modifications, updates or derivative works relating thereto, utilized by PlaceVision to produce the Work Product (excluding any of the Client’s Confidential Information or analysis or information derived from such Confidential Information), or (iii) any intangible interests in all of the foregoing. To the extent that Work Product originally developed and provided to the Client under the tasks delineated in the attached INVOICE or PROJECT SCOPE incorporates any PlaceVision Material, PlaceVision grants to the Client a perpetual, non-exclusive, non-transferable license to use, disclose and make derivative works of such PlaceVision Material for its internal business purposes, and only as integral components of such Work Products.

PlaceVision acknowledges that certain material and information pertaining to Client’s business, members, community citizens, and information supplied by Client which has or will come into PlaceVision’s possession or knowledge in connection with its performance hereunder, is considered confidential and proprietary information (the “Confidential Information”). PlaceVision shall hold all such Confidential Information in confidence, shall not make use of it other than for the performance of its obligations hereunder, and shall exercise the same degree of care to protect such information from inappropriate disclosure as it uses to protect its own valuable confidential information. Upon termination of this Agreement or at any other time upon Client’s request, PlaceVision will promptly return to Client all copies of such Confidential Information.

Notwithstanding the foregoing, nothing contained in this Agreement shall in any way restrict or impair the PlaceVision’s right to use, disclose or otherwise deal with any information that is proved by written record to have been:  (a) in the possession of PlaceVision prior to its disclosure under this Agreement; (b) independently developed by PlaceVision prior to its disclosure under this Agreement; (c) publicly disclosed by the Client; (d) rightfully received by PlaceVision from a third party without restrictions on disclosure or use; (e) approved for disclosure by the Client; (f) in the possession of PlaceVision’s after three (3) years following the date of termination of this Agreement; or (g) required to be disclosed pursuant to applicable laws, rules or regulations or government requirement or court order provided, however, that PlaceVision shall promptly advise the Client of PlaceVision’s’ receipt of notice of any such requirement or order.

PlaceVision warrants that the PlaceVision Materials will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party. PlaceVision will indemnify and hold Client, its employees, officers and directors harmless from and against all such infringement claims, losses, suits and damages including, but not limited to, attorney’s fees and costs, and shall promptly following any bona-fide claim of infringement correct the PlaceVision Materials so as not to be infringing, or secure at its own expense the right of Client to use the PlaceVision Materials without infringement.

SECURITY

PlaceVision will link the PROJECT to PlaceVision’s Code Guard account free of charge. Code Guard is the fastest, most reliable website backup service – which tracks all changes daily. Client will have access to all of the database, website pages, and content upon request, (files and images) placed on the server. Code Guard makes automatic backups that can be downloaded from the dashboard. PlaceVision will provide login credentials to their account for the purpose of accessing logs and backups. The Client shall purchase their own Code Guard account ($468 annually) and sync to the database and website files once the project’s volume of files and data exceed 2GB.

WARRANTY

Provided the software delivered pursuant to this Agreement is installed and operated in accordance with PlaceVision’s documentation and other instructions, PlaceVision warrants that for a period of 12 months, renewed annually with the purchase of web hosting, following delivery and acceptance of the finished product (the “Warranty Period”), the software will perform in accordance with the functional specifications set forth in the documentation. In the event that software does not perform in accordance with such specifications during such Warranty Period, PlaceVision shall, at its expense and in an expeditious fashion, make all necessary changes and modifications to correct such failure to perform.

This Agreement shall be governed by the Laws of Florida. Neither the Client or PlaceVision may assign or transfer their interest in this Agreement without the written consent of the other. This Agreement represents the entire agreement between the Client and PlaceVision and may be changed or modified only in writing.

The Client represents that it has full power and authority to enter into this Agreement and that it is binding upon the Client and enforceable in accordance with its terms.

PlaceVision represents that it has full power and authority to enter into this Agreement and that it is binding upon PlaceVision and enforceable in accordance with its terms.

This Agreement was entered into between PlaceVision and the Client as of the date set forth on the corresponding INVOICE or PROJECT SCOPE.

License functionality as delineated on the Pricing page of this website.