2018-827-Visitor Bureau-DATA Agreement

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DATA AGREEMENT This Data Agreement (the "Agreement" or "Data Agreement") states the terms and conditions that govern the contractual agreement between AirDNA , LLC having its principal place of business at 1523 15th St , Suite 200 , Denver , CO 80202 (the "Data Provider") , and Chapel Hill/Orange County Visitors Bureau (the " Client" ) who agrees to be bound by this Agreement . i WHEREAS , the Data Provider offers data services in the field of vacation rentals analytics ; and WHEREAS , the Client desires to retain the services of the Data Provider to render data services laid out below according to the terms and conditions herein . NOW , THEREFORE , In consideration of the mutual covenants and promises made by the parties hereto , the Data Provider and the Client (individually , each a "Party" and collectively , the "Parties " ) covenant and agree as follows : 1 . TERM . This Agreement shall begin immediately and continue for a minimum period of 12 months . Following the initial 12-month period, this agreement will renew for a successive 12 -month tern each year unless cancelled by the Client in writing with a minimum 30-day notice prior to the end of each 12- month tern . 2 . DATA SERVICES . The Data Provider agrees that it shall provide its data to the Client for data analytics (the "Data Services ") , specifically the following ; and the Client reserves the right to select further add- on data services for an additional fee at any time . • Orange County Trend Report subscription • Market Summary Report subscription o Orange County , Chapel Hill , Hillsborough , Carrboro • MarketMinder Subscription o Chapel Hill , Hillsborough , Carrboro 3 . COMPENSATION . The Client agrees to pay $350 per month , $4 ,200 annually 4 . DELIVERY . The Data Provider will complete the first deliverable within 48 hours of the initial payment . 5 . INTELLECTUAL PROPERTY RIGHTS . The Parties acknowledge and agree that the Data Provider retains intellectual property rights over the raw data transferred . The Client also agrees to AirDNA ' s Terms of Service as detailed here : https : //www .airdna .colterms , 6 . USES . The Client agrees that the data provided is Restricted to uses for statistical and research purposes by internal employees of Chapel Hill/Orange County Visitors Bureau. The Client will not publish or share the raw data with any third parties without the written consent of the Data Provider, 7 . DISCLAIMER . The Client undertakes to understand the methodology behind the data gathering and as such , the Data Provider holds no liability as to the accuracy of the information . The Client understands that the information is gathered based on reasonable assumptions and the Client holds that the information is a directional estimation . 8 . NO MODIFICATION UNLESS IN WRITING . No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties . 9 . APPLICABLE LAW . This Data Agreement and the interpretation of its terns shall be governed by and construed in accordance with the laws of the State of California and subject to the exclusive jurisdiction of the federal and state courts located in Alameda County , California . IN WITNESS WHEREOF , each of the Parties has executed this Data Agreement , both Parties its my authorized officer , as of the day and year set forth below Air , LLC Chapel i11 range County V ' sit s Bur( k r Kellen Kruse aurie Paolice li Director of Business Development Executive D ctor Date : December 5 , 2018 Date : Dece er 5 , 2018 l