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ST. LOUIS COUNTY ON-LINE SOFTWARE
SUBSCRIBER AGREEMENT
This Agreement is entered into by and between the County of St. Louis, through its Auditor’s
Office, 100 North 5
th
Avenue West, #214, Duluth, Minnesota 55802, a body corporate and politic
existing under the laws of the State of Minnesota, hereinafter referred to as “County” and (insert full
legal name and mailing address)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
hereinafter referred to as “Subscriber.”
W I T N E S S E T H:
WHEREAS, the County has compiled databases relating to certain property tax and real
property records maintained by the County as a political subdivision of the State of Minnesota; and
WHEREAS, the County may charge a reasonable fee for providing access to data- bases
having a commercial value; and
WHEREAS, the Subscriber wishes to directly access certain electronic databases made
available to Subscriber pursuant to the terms and conditions set forth in this Agreement below.
NOW, THEREFORE, in consideration of the mutual covenants and promises between the
parties set forth herein, it is hereby agreed that:
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This is a fillable form. Please type your
information on the form, press the print button,
and sign and return to us with your payment.
Thank you.
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I. COUNTY DATABASE ACCESS
A. License.
The County grants the Subscriber a nonexclusive, nontransferable, limited license to access
certain real property and property tax databases during the term of this Agreement. This Software
Access License includes the right to view and print insubstantial portions of data for the sole use of
the Subscriber and does not grant the Subscriber the right to store or download any of the County’s
data. The Subscriber may not create additional copies of material printed from the County’s database
and may not distribute materials gained from the County’s database to third parties without the prior
written approval of the County.
B. Limitation of License.
Neither the data nor any portion thereof may be copied, downloaded, stored, published,
transmitted, transferred, sold or otherwise used, in any forms or means, except (1) As expressly
permitted herein; (2) With the County’s prior written permission; or (3) If not otherwise expressly
prohibited by this Agreement, as allowed by the Fair Use Provision of the United States Copyright
Act, 17 U.S.C. § 107, and the Minnesota Data Practices Act, Minn. Stat. Ch. 13. Subscriber shall not
download nor store the County’s data in a searchable database except as provided by the terms of this
Agreement. Subscriber shall not sell or license County’s data (including printouts of the County’s
data) to third parties or use substantial portions of the County’s database as material offered for sale
or license. The County acknowledges that the subscriber’s “regular course of business” includes
using the information provided by the County in the preparation of title searches, title work, title
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abstracts, and title insurance; all of which will be prepared and/or furnished for resale to the
subscriber’s customers.
C. Rights and Data.
Except for the license granted herein, all rights, title, and interest in data, and all languages,
formats, and media throughout the world, including all copyrights therein, is and shall continue to be
the exclusive property of the County.
D. County Charges.
Charges payable by the Subscriber for access to and use of the County’s data-bases described
in this Agreement are set forth in Schedule A. The County’s charges for this service may be modified
upon thirty (30) days’ notice to the Subscriber in writing or on-line.
E. Disclaimer of Warranties and Limitation of Liability
The County’s goods and services provided pursuant to this Agreement are provided “as is”
without warranty of any kind, express or implied, including but not limited to, the warranties of
performance, merchantability and fitness for a particular purpose. Subscriber’s exclusive remedy and
the County’s entire liability hereunder, if any, for any claim(s) for damages relating to the County’s
databases or data which are made against them, individually, or jointly, whether based in contract or
negligence, shall be limited to the amount of database access charges paid by the Subscriber relative
to the period of occurrence of the events which are the basis of the claim(s); provided, however, that
the County shall have no liability whatsoever to the Subscriber for any claim(s) relating in any way
to (1) Subscriber’s inability or failure to perform legal, professional, or other research or related work
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or to perform such work properly or completely, even if assisted by the County; or (2) any lost profits
or other consequential, exemplary, incidental, indirect or special damages relating in whole or in part
to the Subscriber’s rights hereunder or use of, or inability to use, the County’s databases or data, even
if the County has been advised of the possibility of such damages. Further, the County shall have no
liability whatsoever to the Subscriber for any claim(s) relating in any way to any database or data.
F. Confidentiality.
The Subscriber agrees not to disclose any information relating to the Subscriber’s access
code, password, or any other information relating to the County’s computer security system. Any
violation of this section by the Subscriber shall constitute a material breach of this Agreement.
G. Access
The County shall maintain the right to deny, postpone, or cancel access at any time and
without prior notice. Such termination of access will not constitute a material breach of this
Agreement.
II. SOFTWARE AND EQUIPMENT FOR INTERNET ACCESS
A. Subscriber’s Equipment.
Subscriber’s access to the County’s data bases shall be made via the Internet. Subscriber is
responsible for providing and maintaining all hardware, software, modem, telephone access, and all
other equipment required to access the County’s data bases.
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III. GENERAL PROVISIONS
A. Billing and Payment.
Prior to the commencement of each billing cycle, Subscriber shall be sent an invoice setting
forth all charges. Subscriber shall pay the full amount of all such charges within 30 days after receipt
of each such invoice. If such payment is not made, Subscriber may thereafter be charged up to the
maximum legal interest on any unpaid balance.
B. Taxes.
Charges are exclusive of sales, use and other taxes, which are the responsibility of the
Subscriber.
C. Responsibility of Subscriber.
Subscriber shall be responsible for all access to and use of the County’s databases and data
by Subscriber’s personnel or by means of Subscriber’s equipment or passwords, whether or not
Subscriber has knowledge of or authorized such access and use.
D. Limitation of Claims.
Except for claims relating to charges or improper use of the County’s databases or data, no
claim, regardless of form, which in any way arises out of this Agreement or the use of, or inability to
use the County’s databases or data, may be made nor action based upon such claim brought, to any
party hereto more than one year after the basis for the claim becomes known to the party desiring to
assert it.
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E. Termination.
This Agreement shall continue in force until terminated by prior written notice of termination
to the other party. Notwithstanding the foregoing, this Agreement may be
terminated at any time by the County, with or without cause, upon written notice or by the
Subscriber. Subscriber may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to the County.
F. Integrated Agreement.
This Agreement contains all of the terms and conditions agreed on by the parties hereto, and
no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind any of the parties hereto.
G. Representations.
No representations not set forth herein have induced the making of this contract. The
undersigned have read and understand the entire contract and now state, and in consideration of this
Agreement agree, that no representation, promise, or agreement not expressed in this Agreement has
been made to induce the undersigned to enter into it.
H. Amendments.
All materials alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly executed by
authorized representatives of the parties. Any alterations, modifications, or variations deemed not to
be material by agreement of the parties shall not require written approval.
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I. Force Majeure.
The County’s performance hereunder is subject to interruption and delay due to causes
beyond its reasonable control such as acts of God, acts of any government, war or other hostility,
civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor
dispute, inability to obtain necessary supplies, and the like.
J. Governing Law and Venue.
This Agreement shall be governed by and construed under the laws of the State of Minnesota
and any legal actions taken pursuant to the terms and conditions of this Agreement shall be venued in
State District Court located in Duluth, Minnesota.
K. Assignment.
Neither this Agreement nor any part or portion hereof shall be assigned, sublicensed, or
otherwise transferred by Subscriber without the County’s prior written consent.
L. Savings Clause.
Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal
by a court, the validity and enforceability of the other provisions shall not be affected thereby.
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M. Non-waiver.
Failure of any party to enforce any provision of this Agreement shall not constitute or be
construed as a waiver of such provision or of the right to enforce such provision.
N. Incorporation.
Attachment A is incorporated verbatim as a part of this Agreement.
O. Notices.
All notices hereunder shall be delivered in person or by United States mail to the following:
SUBSCRIBER ST. LOUIS COUNTY
(Insert Name, Title, Mailing address,
and Phone No.)
____________________________ Nancy Nilsen
____________________________ County Auditor-Treasurer
____________________________ 100 N. 5th Ave. W., #214
____________________________ Duluth, MN 55802
Phone No: ___________________
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IN WITNESS WHEREOF, the authorized representatives of parties hereto have executed this
Agreement effective this ______ day of ______________________, ________.
SUBSCRIBER ST. LOUIS COUNTY
BY:__________________________ BY:_____________________________
Name NANCY NILSEN
Title St. Louis County Auditor-Treasurer
BY:__________________________ BY:_____________________________
Name
Title Public Records & Property Valuation Director
APPROVED AS TO FORM & EXECUTION
BY:_____________________________
NORA C. SANDSTAD
Assistant St. Louis County Attorney
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ST. LOUIS COUNTY ON-LINE SOFTWARE SUBSCRIBER AGREEMENT
SCHEDULE A
1. The County, at its sole option, may terminate or interrupt direct access to its data- bases at
any time, without prior notice, and for any reason.
2. The subscriber is allowed access to certain County databases from 7:00 a.m. through
6:00 p.m. on the days that the County is open for public business.
3. Subscriber hereby agrees to pay the County a fee of $155 per month for each full or partial
month during which the Subscriber accesses the County databases. The $155 fee is payable
for each concurrent user in advance.
4. Payments shall be made in advance for the following subscription terms: Service will be
discontinued unless payment is received prior to the subscription period. Each successive
period thereafter shall commence on January 1, or July 1, and extend for a six-month time
period. Fees are payable for each month for which the service is provided beyond the trial
period.
5. In the event that services are terminated pursuant to the terms of this Agreement, subscribers
shall be offered a refund for prepaid user fees for each full month remaining in the
subscription term.
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APPLICATION FOR SUBSCRIPTION ACCESS TO ST. LOUIS COUNTY RECORDER’S
AND AUDITOR’S PROPERTY DATA
Name and Address of Firm
Name of Internet Provider:
Name of Primary Contact:
Internet E-Mail Address of Contact:
How do you wish to receive initial ID’s and passwords: E-Mail 1
st
Class Mail
Please indicate the number of access licenses your firm desires. Each license is $155 per month,
payable every six months in advance. You need a separate license for each simultaneous access. You
can have several people share one license, but only one can be signed on at any given time. You will
be provided with your Use Access ID’s and Initial Passwords upon receipt of your initial payment in
the County Auditor’s Office.
# of licenses desired______________________
_____ Recorder access $80.
_____ Auditor access $75.
_____ Recorder and Auditor access $155.
FOR COUNTY USE ONLY
Date initial payment received: ____________Amount:____________# of Months:____________ # of Lic: _____________
User ID’s and Passwords provided to: ____________________________________________________________________
Subscription(s) expire: _________________________________ Automatically Renew or One-Time
Signed contract provided:___________ MIS contacted and directed to give sign-ons and passwords:___________________
SUBMIT THIS FORM WITH SIGNED LICENSE AGREEMENT AND PAYMENT