GovOS Bulk Data Access

These terms and conditions govern the license, use, and sublicense of County’s land records data index and images (“Records”) by GovOS, Inc. (GovOS). The Agreement between the parties will consist of the terms outlined in a Sales order signed by the County and these terms and conditions (the “Agreement”).

1. GovOS License. Subject to the terms and conditions of this Agreement, County hereby grants GovOS a  non-exclusive license to access and sublicense the Records within County’s property record management system (the “System”). County acknowledges GovOS provides the System to County as successor in interest to Kofile Technologies, Inc.

2. Right to Sub License. GovOS may sub license a) access to the Records on a limited, non-exclusive and non-transferable basis for the duration of any sub license and b) on a perpetual basis the internal use of any Records permissibly accessed and downloaded by a third- party.  For clarity, the sublicensee will be permitted to access or receive Records only during the term of the sublicense but will be able to use on a perpetual basis (for internal purposes) all Records received or downloaded during the license period.

3. Term and Termination. This Agreement will begin upon the effective date above and have an initial term of five (5) years.  This Agreement will automatically renew for one-year renewal terms (each a “Renewal Term”) unless a party provides written notice no less than sixty (60) days prior to the end of the then current term. Either party may terminate this Agreement for a breach of the Agreement if, after thirty (30) days written notice, such breach remains uncured.

4. Service Credits. For each sublicense of access to County Records, GovOS will provide County with invoice credits towards existing or new services provided or offered by GovOS, in a value equal to fifty percent (50%) of the sublicense fees charged by GovOS to a third party. Invoice credits are valid from 12 months following the month issued.

5. Ownership of Records. The parties acknowledge, with limited exceptions, the Records consist of public records and the original of the Records is and remains the exclusive property of the County.

6. Records Provided to Third Parties. GovOS will not provide Records, or redact those portions of the Records, considered Soldiers Discharge Records or Records protected under Ohio’s Safe at Home law.

7. Sublicensing. GovOS will notify County of any third party it intends to sublicense Records.  GovOS will be responsible for all costs associated with duplicating, uploading or otherwise providing images to any sublicensees. GovOS may provide sublicensees access to the Records in any format or vehicle but may not permit any third party to access Records directly from the County’s System.

8. Limited Use of Records and Responsibility for Misuse. Any GovOS sublicense will only permit a sublicensor to access and use the Records for internal purposes and will prohibit any sublicensor from publishing the Records publicly in any manner including on any website.  Each sublicensee will be responsible for its unlawful or misuse of the Records.

9. Independent Contractor. GovOS, including its agents or employees, is an independent contractor and not an agent, servant, joint enterpriser, joint venture, or employee of the County.   Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, INTRINSIC VALUE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY CLAIMS, PENALTIES OR DAMAGES, WHETHER IN CONTRACT  OR TORT IN AN AMOUNT EXCEEDING FIVE-HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00).

11. Miscellaneous. Neither party may assign, transfer, or convey its interest in this Agreement without the prior written consent of the other party. No modification, amendment, notation, or other alteration of this Agreement will be effective unless mutually agreed upon in writing and executed by the parties. This Agreement will be construed and enforced in accordance with the substantive and procedural laws of the State where County is located, without reference to its principles of law. If any provision of the Agreement is constructed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions in this Agreement.