Boundary Solutions - Reseller Agreement!

NPDPDOWNLOAD Express Framework Fulfillment Agreement

This Framework Agreement (“Agreement”) is made by and between Boundary Solutions, Inc. (BSI), a California corporation with its principal place of business at 238 East Blithedale Ave, Mill Valley, CA 94941, and [individual and organization named on acceptance form below] (SUBSCRIBER)

1. DEFINITIONS

1.1 “Coverage Area” refers to all counties listed the NPDP Metadata Database, available upon NDA.
1.2 “NPDP” National ParcelMap Data Portal, BSI’s national parcel layer content service.
1.3 “Licensed Product(s)” refers to the digital parcel map database layer with extended attributes for every county within the SUBSCRIBER’s “Coverage Area” provided as–is from county data sponsors. Each such database is supported by MetaData files, street centerlines, source data archive files, geometry check logs, street annotation, county boundary, and startup script file. The Licensed Product is to be delivered in the format of .SHP files with common projections, standardized theme/attribute naming conventions for each county. Initial delivery of the Licensed Product shall be in the form of both an external hard drive and a password protected download page for SUBSCRIBER’s enterprise–wide use, and supporting materials consisting of a NPDP User Manual and Metadata Profile Listings.
1.4 “METRO” Each metropolitan area in the country is assigned the same name as the largest city within it, like Philadelphia. Every urban county near that city is assigned that city name.
1.5 “POP” Population according the 1999 census.
1.6 “COUNTY” All content in the US is broken up into 3,140 Counties according to the 1999 Census Tiger Map. In such cases that a township is the taxing agency, such townships within the administrative boundaries of a county (typically in New England) are aggregated into a single digital countywide parcel boundary shp file.
1.7 ”Download Content.” All the content and supporting information contained in each of the 890 ZIP files that constitute the NPDP.
1.8 “Universal Download Page.” SUBSCRIBER is assigned universal download page with two folders, I) Show Favorites, just counties in initial fulfillment (which will be blank, awaiting SUBSCRIBER’s selection of most accessed DPMDs and ii) Show all, containing all the counties in NPDP Access to NPDP DOWNLOAD Express is available to anyone in the Enterprise and their Designated Agents.
1.9 “NPDP MetaData Listings.” BSI updates NPDP MetaData listings on a monthly basis to keep the SUBSCRIBER informed of all updates and counties added to NPDP including version and parcel count.
1.10 “NPDP Quarterly Data Disposition Report (QDDR).” Each quarter, SUBSCRIBER is provided a QDDR that lists all download transactions in prior quarter along with new acquisitions and updates of existing stock. QDDR also contain the latest monthly Metadata Listings of all counties in the NPDP.

2. BSI OBLIGATIONS

2.1 NPDPDOWNLOAD Express Operations. SUBSCRIBER receives a user name and password to attain access to a “universal” download page that contains listing of all content currently in the NPDP, National ParcelMap Data Portal. The NPDPDOWNLOAD Express back-office reports the time of each downloads by SUBSCRIBER.
2.2 Content Characteristics
2.2.1 All SHP files normalized to common projection, naming convention, road annotation, colors and fonts.
2.2.2 All content provided as–is with same boundaries and attribute values as source data with following refinements.
2.2.3 Refinements include ZIPCODE assignment, US Postal Service Compliant situs, topology scrub/error log.
2.2.4 Extended attributes joined to boundaries — % situs, characteristics & owner info. shown in metadata below.
2.2.5 Includes native street centerline map layer for highest possible ROW annotation quality.
2.2.6 Secure download page provided for 24/7 service to all of your enterprise users. ZIP drive delivery as needed.
2.2.7 Metadata profile records includes version, accuracy, completeness, APN, Situs, Characteristic, Ownership join rates, constraint requirements for all digital parcel map databases.
2.2.8 Comes with a patent right (US 7,092,957) to locate a street address by displaying its parcel boundary within a National Parcel Layer
2.2.9 Project support - planning, development, data fixes, custom fulfillment, trouble shooting.

2.3 Deployment. Digital Parcelmap Databases will be transmitted to SUBSCRIBER both on an external drive and a secure 24/7 ftp site referred to as NPDPDOWNLOAD Express. 2.3.1 NPDPDOWNLOAD Express Operations. SUBSCRIBER receives a user name and password to attain access to a “universal” download page that contains listing of all content currently in the NPDP, National ParcelMap Data Portal. The NPDPDOWNLOAD Express back-office reports the time of each downloads by SUBSCRIBER. 2.3.2 Universal Download Page Assignment. SUBSCRIBER is assigned universal download page with two folders, Show Favorites, just counties in initial fulfillment (which will be blank, awaiting SUBSCRIBER’s selection of most accessed DPMDs and Show all, containing all the counties in NPDP, as listed in ATTACHMENT A. Access to NPDPDOWNLOAD Express is available to anyone in the Enterprise and their Designated Agents.

figure 1

2.4 Updated Content Protocols. BSI is continuously streaming updated NPDP compliant content to NPDPDOWNLOAD Express throughout the year as content enters the 12th month since initial acquisition or last updated. Each digital parcel map updates requires verification of terms, re-licensing, acquisition, normalization and deployment as updated NPDP compliant digital parcel map databases (DPMD). Version Date / Parcel Count Listings displayed in NPDPDOWNLOAD Express automatically change upon posting the updated DPMD(s). Explanation of data quality in terms of accuracy, currency, completeness as well as situs, characteristic and owner info incidence is provided in the NPDP MetaData Database Listings (see Section 2.2).

2.5 Added Content Protocols. Each time a county digital parcel map is added to the NPDP (townships are aggregated to counties databases to be compliant with all other NPDP content), its listing is automatically added to the NPDP Universal Download Page, making the newly posted data available for use by SUBSCRIBER.

2.6 NPDP Quarterly Data Disposition Reports (QDDR). Every quarter, BSI shall provide SUBSCRIBER a QDDR that includes an update of the NPDP Metadata Database included in ATTACHMENT A of this Framework agreement. In addition, the QDDR shall defines all content that has been added to the NPDP and existing content that has been updated. This content shall only be available to SUBSCRIBER LICENSEE if SUBSCRIBER’s update payment are current. If not current, this report may be a resource for determining the need to become current.

2.7 Currency Requirements. BSI is committed to sustaining 12 months currency on all NPDP content. The standard pricing reflects the resources needed to keep the entire NPDP current so that any time that SUBSCRIBER needs additional content anywhere in the nation, said content will be less than 12 months old upon fulfillment except for the following PRA noncompliant counties. However, at such time that one of these counties goes open records, an update of this county shall be provided at no additional cost.

3. SUBSCRIBER OBLIGATIONS

  • 3.1 Universal Download Page. SUBSCRIBER receives a user name and password to attain access to a “universal” download page contains listing of all content currently in the NPDP, National ParcelMap Data Portal.
  • 3.2 SUBSCRIBER Download Page. The standard download page is to be modified to include a SUBSCRIBER header for the private label deployment of NPDP content.
  • 3.3 NPDPDOWNLOAD Express Operations. SUBSCRIBER receives a user name and password to attain access to a “universal” download page that contains listing of all content currently in the NPDP, National ParcelMap Data Portal. The NPDPDOWNLOAD Express back-office reports the time of each downloads by SUBSCRIBER.
    • 3.3.1 Universal Download Page. SUBSCRIBER is assigned universal download page with two folders,
      - Show Favorites, just counties in initial fulfillment (which will be blank, awaiting SUBSCRIBER’s selection of most accessed counties.
      - Show All, containing all the counties in NPDP Access to NPDP DOWNLOAD Express is available to anyone in the Enterprise and their Designated Agents.
    • 3.3.2 NPDP MetaData Listings. BSI updates NPDP MetaData listings on a monthly basis to keep the SUBSCRIBER informed of all updates and counties added to NPDP including version and parcel count.
    • 3.3.3 NPDP Quarterly Data Disposition Report (QDDR). Each quarter, SUBSCRIBER is provided a QDDR that lists all download transactions in prior quarter along with new acquisitions and updates of existing stock. QDDR also contain the latest monthly Metadata Listings of all counties in the NPDP.
    3.4 Data Downloading. SUBSCRIBER may download any combination of NPDP content at any time without notifying BSI in that such transactions are tracked in the NPDPDOWNLOAD Express Log. Representative listings in this log’s listings are shown below. As seen, the time, county and company are recorded for each individual download. Any charges to SUBSCRIBER mistakenly downloaded counties, upon being reported to BSI by email.
    • 3.4.1 In the same month are purged from the upcoming invoice
    • 3.4.2 If reported the next month, charges are reduced from the next invoice.
    • 3.4.3 If not reported within 30 days, there are no invoice reductions.

    FIGURE 2. NPDPDOWNLOAD EXPRESS LOG

    figure 2

    3.5 Pricing Schedule. Below is a pricing schedule. Both county counts and parcel counts of acquired NPDP stock accumulates from initial shipment date and subsequent anniversaries. User may order by the parcel or by the county and pay for what is the higher of the two prices.

    tables 1 and 2

    3.6 Billing. At the end of every month, BSI will consolidate all downloads made that month, apply them according to the total parcel downloads made year–to–date from the date of this agreement and invoice SUBSCRIBER accordingly. Each invoice will include detail listings extracted from log defining each download transaction with parcel count.

    • 3.6.1 BSI to provide SUBSCRIBER download logs of all SUBSCRIBER users that downloaded content in the prior month.
    • 3.6.2 SUBSCRIBER to pay BSI for all content downloaded at a discount rate that reflects the total volume to date in any given year of all users. Payment. SUBSCRIBER shall pay BSI on invoice net 14 from receipt of invoice.

4. GENERAL TERMS

4.1 CONFIDENTIALITY

“Confidential Information” means any business and technical information disclosed by either party to the other party in any form which is designated as “Confidential,” “Proprietary” or some similar designation is disclosed under circumstances which indicate its confidential nature or which a party has reason to know is treated as confidential by the disclosing party. The terms of this Agreement are deemed to be confidential. Confidential Information may also include third party confidential information. Confidential Information shall not include any information which (a) was publicly known prior to the time of disclosure by the disclosing party; (b) becomes publicly known after disclosure through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The provisions of this Section 5 shall survive the termination of this Agreement.

4.2 WARRANTY/ LIQUIDATED DAMAGES

  • 4.2.1 Warranty. BSI warrants that the Licensed Products are based on information obtained from the various counties in the Coverage Area. BSI’s entire obligation under this Agreement is to immediately repair or replace the Licensed Product with conforming products subject to prompt notice from SUBSCRIBER of non-conformity and if such alternatives are not feasible, to terminate this Agreement and refund the License Fee paid with respect to such non-conforming product. Should purchaser fail to accept delivery of License Products within 30 days of the Delivery Deadline without good cause, or fail to make payment within 30 days of delivery, it will immediately pay to BSI liquidated damages of 10% of the BSI invoiced amount.
  • 4.2.2 Liquidated Damages. In the event that BSI fails to deliver the Licensed Products by the Delivery Deadline, BSI will immediately refund to SUBSCRIBER a sum equivalent to the installment(s) of the License Fee paid to BSI under this Agreement for the parcel data delivered, plus an amount equal to 10% of such sum as Liquidated Damages.

4.3 INDEMNIFICATION/LIMITATIONS OF LIABILITY

  • 4.3.1 LIMITATIONS OF LIABILITY. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY, NEITHER PARTY NOR ITS SUPPLIERS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY, A CLAIM FOR WHICH A PARTY IS OBLIGATED TO INDEMNIFY UNDER SECTION 5.3.2, OR THE LIQUIDATED DAMAGES PROVISIONS OF SECTION 5.2, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR ITS SUPPLIERS ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID TO BSI.
  • 4.3.2 INDEMNIFICATION BSI shall indemnify and hold SUBSCRIBER its affiliates and their respective partners, employees, representatives and agents (the “Indemnified Person(s)”), harmless from and against any and all claims, demands, losses, damages, liability and expense asserted by any third party against an Indemnified Person in connection with any claim that any Licensed Material or other item related to this Agreement, or use thereof by SUBSCRIBER or SUBSCRIBER’s customers infringes any patent, copyright, trademark, trade secret or other right of any third party. SUBSCRIBER shall timely notify BSI of any such claim or potential claim. BSI, at its option may provide SUBSCRIBER with non-infringing product, and will use its best efforts to obtain license rights for itself and SUBSCRIBER to continue to use same upon reasonable terms. SUBSCRIBER shall cooperate with BSI in connection with such claims and take reasonable steps to mitigate any damage claims, up to and including the cessation of use of any such infringing product.

4.4 TERMS AND TERMINATION

  • 4.4.1 Term. This Agreement will commence upon the execution and acceptance of this Agreement and shall continue for a period of one year or until such time that the Agreement is terminated. The initial Term may be extended for subsequent one (1) year terms at the option of the SUBSCRIBER. In the event that SUBSCRIBER exercises its option to extend the Term of the Agreement, then the parties will renegotiate the specific provisions of this Agreement; absent mutual agreement on such re-negotiated terms, the existing terms of this Agreement shall apply.
  • 4.4.2 Termination.
    • 4.4.2.1 For Breach. Either party may terminate this Agreement on written notice in the event of a material breach by the other party that remains uncured for a period of thirty (30) days from the date of notice to cure.
    • 4.4.2.2 For lack of business activity. At any time after six months, either party may request termination due to a lack of commercial viability. The other party has 60 days to generate the needed business to assure commercial viability of this venture. If such commercial viability is not reached:
    • 4.4.2.3 BSI may terminate updating of NPDP content. SUBSCRIBER may terminate use of their Parcel Locator Website their server for online NPDP deployment.
  • 4.4.3 Effects of Termination. Termination of this Agreement shall not affect SUBSCRIBER’s license and right to continue using all data obtained during the term of this Agreement, on the terms set forth herein.

4.5 PATENT RIGHT SUBSCRIBER receives a limited license to use NPDP content in conjunction with the patented technology under U.S. Patent 7,092,957, entitled “Computerized National Online Parcel-level Map Data Portal,” including any continuation, and divisional applications thereof. The patent applies to referencing a multi-jurisdictional database to display a property address location according to its parcel boundary highlighted to differentiate it from surrounding boundaries. BSI further covenants that it shall not enforce any other current or future patents against SUBSCRIBER that would diminish or derogate from the license rights granted by BSI to SUBSCRIBER under this Agreement.

4.6 SIGNATURES. Facsimile signatures shall be deemed valid as original for all purposes. Digital signatures shall be deemed valid as original for all purposes provided that such digital signature is capable of verification and is linked to data in such a manner that if the data are changed, the digital signature is invalidated.

4.7 No Other Terms. The terms and conditions of the Agreement govern all transactions contemplated by this Agreement including all orders by SUBSCRIBER. Any proposed variation from or addition to these terms and conditions appearing on any purchase order or other document submitted by SUBSCRIBER are null and void.

4.8 Assignment. Except as otherwise expressly provided under this Agreement, neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred, without the prior express written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business related to this Agreement or in the event of its merger, consolidation, change in control or similar transaction. Any assignee shall assume all obligations of its assignor under this Agreement.



NPDPDownload Express Reseller Agreement
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