Orange County NC Website
DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 <br /> Exhibit A <br /> DATA AGREEMENT <br /> This Data Agreement(the"Agreement"or"Data Agreement")states the terms and conditions that govern the <br /> contractual agreement between AirDNA,LLC having its principal place of business at 1523 15th St,Suite 200, <br /> Denver,CO 80202(the"Data Provider"),and Chapel Hill/Orange County Visitors Bureau(the"Client")who <br /> agrees to be bound by this Agreement. <br /> WHEREAS,the Data Provider offers data services in the field of vacation rentals analytics;and <br /> WHEREAS,the Client desires to retain the services of the Data Provider to render data services laid out below <br /> according to the terms and conditions herein. <br /> NOW,THEREFORE,In consideration of the mutual covenants and promises made by the parties hereto,the Data <br /> Provider and the Client(individually,each a"Party"and collectively,the"Parties")covenant and agree as follows: <br /> 1. TERM.This Agreement shall begin immediately and continue for a minimum period of 12 months. <br /> Following the initial 12-month period,this agreement will renew for a successive 12-month term each <br /> year unless cancelled by the Client in writing with a minimum 30-day notice prior to the end of each 12- <br /> month term. <br /> 2. DATA SERVICES.The Data Provider agrees that it shall provide its data to the Client for data <br /> analytics(the"Data Services"),specifically the following;and the Client reserves the right to select <br /> further add-on data services for an additional fee at any time. <br /> • Orange County Trend Report subscription <br /> • Market Summary Report subscription <br /> o Orange County,Chapel Hill,Hillsborough,Carrboro <br /> • MarketMinder Subscription <br /> o Chapel Hill,Hillsborough,Carrboro <br /> 3. COMPENSATION.The Client agrees to pay$350 per month,$4,200 annually <br /> 4. DELIVERY.The Data Provider will complete the first deliverable within 48 hours of the initial <br /> payment. <br /> 5. INTELLECTUAL PROPERTY RIGHTS.The Parties acknowledge and agree that the Data Provider <br /> retains intellectual property rights over the raw data transferred.The Client also agrees to AirDNA's <br /> Terms of Service as detailed here:https://www.airdna.co/terms. <br /> 6. USES.The Client agrees that the data provided is Restricted to uses for statistical and research purposes <br /> by internal employees of Chapel Hilt/Orange County Visitors Bureau.The Client will not publish or <br /> share the raw data with any third parties without the written consent of the Data Provider. <br /> 7. DISCLAIMER.The Client undertakes to understand the methodology behind the data gathering and as <br /> such,the Data Provider holds no liability as to the accuracy of the information.The Client understands <br /> that the information is gathered based on reasonable assumptions and the Client holds that the <br /> information is a directional estimation. <br /> 8. NO MODIFICATION UNLESS IN WRITING.No modification of this Agreement shall be valid <br /> unless in writing and agreed upon by both Parties. <br /> 9. APPLICABLE LAW.This Data Agreement and the interpretation of its terms shall be governed by <br /> and construed in accordance with the laws of the State of California and subject to the exclusive <br /> jurisdiction of the federal and state courts located in Alameda County,California. <br /> IN WITNESS WHEREOF,each of the Parties has executed this Data Agreement,both Parties by its duly <br /> authorized officer,as of the day and year set forth below <br /> Ai ,LLC Chapel Hill/Orange County Visitors Bureau <br /> FD cuSigned by: <br /> IZZ' $41t#,111 <br /> Kellen Kruse <br /> Director of Business Development <br /> Date:December 5,2018 Steve Brantley <br /> Economic Development Director <br />