8804 - Contract Executed
DocuSign Transmittal Coversheet
File Name
Purchasing Contact
Docusign Envelope ID: BC05400A-C636-4ABC-A1FA-A66BBB3FD9A7
8804- Wall street journal
Kayla Clark
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AMENITY SERVICE ORDER FORM
Customer Information
Customer: City of Denton
Contact: Rachel Reeves
Address: 3020 N. Locust St.
City: Denton
State/Province: TX
Country:
Zip/Postcode: 76209
Phone: 940-349-8789
E-mail: Rachel.reeves@cityofdenton.com
For invoicing purposes: AccountsPayable@cityofdenton.com
Number, Term, Price and Type of Service:
Service(s)
(check all that
apply)
Location(s) for Service
Recipient of
Service (Select
one of the
following:
Airlines, Hotel, Public Library
or High School)
FOR DIGITAL:
(USD)
FOR PRINT:
Number of
Copies per Day
FOR PRINT:
Rate/Copy (USD)*
☒WSJ.com
Redemption Code
Off-Premise
Access (applies
only to Public
Libraries)
Denton Public Library Public Library
5 year Agreement:
1st Yr. $1,200
2nd Yr. $1,300
3rd Yr. $1,400
4th Yr. $1,500
5th Yr. $1,600
The following applies to print copies only:
*Invoice will reflect the fee for the actual number of copies delivered per month.
To change the number of print copies ordered, call 1.888.645.0406, email singlecopysales@dowjones.com or fax 413.598.4667 your change
request before noon EST for the next day. If you currently order 17 or more print copies per day, you can change your order online by using the
account management portal: www.wsj.com/amenityservice.
TOTAL WSJ DIGITAL FEES (USD) $7,000_____________________
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Start Date End Date Service Term
(indicate whether annual or month-to-month) Length of Renewal Term (number of months)
5/1/2025 4/30/2030 Invoiced annually 12
BY SIGNING BELOW, the parties agree to the foregoing and to the attached Terms and Conditions, which together shall form this Amenity Service
Agreement (this “Agreement”). By signing below, each of the undersigned represents and warrants to the other party that it has the authority required
to enter into this Agreement according to its terms, and that the execution, delivery and performance of this Agreement will not conflict with or result
in a breach or default under any agreement to which it is a party.
Signed for and on behalf of Dow Jones & Company, Inc. Signed for and on behalf of Customer:
By (Name): Brian Wolfe By (Name):
Title Regional Manager Title
Date: 4/10/2025 Date:
Signature:
Signature:
[TERMS AND CONDITIONS ON FOLLOWING PAGE]
This agreement is for a public library with 29K active members.
Docusign Envelope ID: BC05400A-C636-4ABC-A1FA-A66BBB3FD9A7
4/14/2025
Buyer
Kayla Clark
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Terms and Conditions of Order:
IMPORTANT NOTICE - BINDING ARBITRATION AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN
LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 10.1 BELOW. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP
THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL
ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT
ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS
ACTION.
1. Limitations. Dow Jones & Company, Inc. (“Dow Jones” or “our”) will provide the employees and patrons, visitors or guests (as applicable) (the
“Authorized Users”) of Customer’s entity listed on the Order Form (the “Customer” or “you” or “your”) with print/digital/mobile access to the
applicable Service in the manner described below. Only Customer’s employees and Authorized Users are authorized to access the Service during
their on-premise stay except for off-premise Services as set forth below. Customer’s access to a Service hereunder does not constitute authorization for the Customer to copy stories or other content from the Service and then publish such content on Customer’s public website,
intranet, newsletters, or in any other form.
2. Service Term and Termination. The term of this Agreement will begin on the Start Date listed on the Order Form and continue for the Term (the
“Service Term”), unless earlier terminated in accordance with the terms herein.
3. Payment.
3.1 Customer will pay to Dow Jones the fees for the Service ordered pursuant to this Agreement (the “Fees”), within 30 days of the date of an
applicable invoice. The Fees, listed on the Order Form and payable by Customer pursuant to this Agreement, are nonrefundable. Unless
Customer is a tax-exempt institution (with such tax exemption evidenced by a valid certificate provided by Customer), Customer will pay to Dow
Jones or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added or other taxes payable under
this Agreement (other than taxes levied or imposed on Dow Jones’ income). Dow Jones reserves the right to deactivate/cease delivery of
Customer’s service at any time if Customer fails to pay the amounts invoiced by Dow Jones under this Agreement.
3.2 Intentionally Omitted.
4. Fulfillment of Service.
4.1 Fulfillment of WSJ.COM Service. This Agreement authorizes Customer to provide the Authorized Users with access to the Service through a
link to the Customer’s custom URL displayed on the Customer’s webpage or on printed materials given to Customer’s Authorized Users only.
Customer shall provide Dow Jones with its public facing IP address and will require all Authorized Users to access wsj.com through such IP
address for use while on-site. Such access may be achieved through Customer’s computer or Authorized Users’ computer or mobile device.
Authorized Users’ access to the Service is subject to the Dow Jones Privacy Notice (located at www.dowjones.com/privacy-notice/) and Dow
Jones Cookie Notice (located at https://www.dowjones.com/cookie-notice/), as applicable.
4.2 Fulfillment of TEXT TO ME Service This Agreement authorizes Dow Jones to provide Authorized Users with access to the Service by sending
a pdf of The Wall Street Journal to an Authorized User’s mobile device upon request by such Authorized User who texts a specified keyword
(e.g., WSJ) to a phone number that Dow Jones provides while at one of the Locations listed above or through a QR code that will be displayed
on a public board or on printed materials provided to such User. Service is applicable to U.S.-based phone numbers only.
4.3 Fulfillment of WSJ.com for High Schools. For any WSJ subscriptions provided to high schools, “Authorized Users” are limited to the high
school’s teaching staff and junior and senior students. Dow Jones will issue a single user ID and password, which will be provided to Customer’s
account administrator. The account administrator is responsible for distributing these credentials exclusively to Authorized Users to enable access
to the WSJ digital subscription at wsj.com. Customer represents and warrants and covenants that its account administrator will restrict access to
the Services to Authorized Users only. The Customer acknowledges and agrees that it will be liable for any breach of this obligation.
4.4 Fulfillment of WSJ.com Off-Premise Service Applicable to Public Libraries. This Agreement authorizes Customer’s Authorized Users to
access the Service off-premise through a link that contains a three (3)-day redemption code embedded in the URL, which Authorized User would
use to register for the Service, creating a specific User ID and Password. A public library’s Authorized User would visit such library’s webpage,
enter his/her library card number to obtain a link to The Wall Street Journal webpage and click on such link to set up access to the Service through a three (3)-day subscription. The public library Authorized User may repeat this process for an additional three (3)-day subscription upon
expiration. There is no limit on the number of times that an Authorized User may obtain subsequent three (3)-day subscriptions provided that
such Authorized User comply with Section 4.6 below and the https://www.dowjones.com/terms-of-use/ (the “Terms of Use”). This Service does
not include WSJ mobile app access nor WSJ+ entitlements). This Service provides up to 1000 redemptions for the duration of the service term.
If 1000 redemptions are used prior to the end of the service term, additional blocks of 500 or 1000 redemptions may be purchased. Authorized
Users’ access to the Service is subject to the Dow Jones Privacy Notice (located at www.dowjones.com/privacy-notice/) and Dow Jones Cookie
Notice (located at https://www.dowjones.com/cookie-notice/).
4.5 Fulfillment of The Wall Street Journal Print Service. Dow Jones will deliver print copies of The Wall Street Journal to Customer's location(s)
set forth above no later than 5:30 AM each delivery day. Delivery days are Monday through Saturday. Dow Jones will identify any locations
where early morning delivery is not feasible and will collaborate with such location to determine an acceptable delivery time. Upon 60 days'
written notice, Dow Jones may terminate delivery of print copies of The Wall Street Journal to any location for any reason. Customer agrees
that these are amenity print copies for the sole use of providing to guests/patrons. Print copies are not for individual resale.
4.6 No Account Sharing (applicable to high schools and public libraries). Customer shall communicate to Authorized Users that they are not
permitted to share any sign-on credentials with any other person whatsoever or to publish any such sign-on information on any public-facing
medium. Any violation of this clause by either Customer or Authorized Users will result in Dow Jones blocking Authorized Users’ access to the
Service. Additionally, a violation by Customer will constitute a material breach of this Agreement.
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4.7 Services delivered through Tablets and other Mobile Devices. In addition to completing the registration process for the Service and
accepting the terms of the Terms of Use, Customer or Authorized User may be required to accept any terms which may be required by a
mobile device manufacturer, tablet manufacturer or wireless carrier. Customer acknowledges and agrees that Dow Jones is not responsible for
procuring or paying for any mobile device, tablet and wireless plan which may be used to access the Service and further acknowledges and agrees that the Fees, as listed on the Order Form, for use of the Service do not include any wireless data charges which may apply to use of
the Service and the payment of any such charges shall not be Dow Jones’s responsibility. Customer acknowledges and agrees that the
Service is made available through the mobile device and/or tablet and wireless service on an “as is” basis and that Dow Jones is not
responsible for any technical or service problems caused by the mobile device, tablet or wireless carriers or any acts or omissions of the owner
or operator of the mobile or wireless service. Dow Jones makes no warranty regarding the operability or availability of the mobile device, tablet
or wireless service.
5 Grant of Trademark License; No Disparagement.
5.1 For the duration of the Service Term, Dow Jones hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable royalty-free
right and license to use and display the trademarks, logos or trade names “The WSJ” and “Dow Jones” (collectively, the “Dow Jones Marks”) as
provided by Dow Jones solely for the purpose of informing the Authorized Users of the Services and for no other purpose. Customer agrees to
use and display such Dow Jones Marks only in the form and manner as provided by Dow Jones and only as Dow Jones may approve such usage
or display in advance in writing. The license of the Dow Jones Marks by Dow Jones herein does not constitute or imply any endorsement or
sponsorship of any product, service, company or organization.
5.2 Customer agrees not to disparage Dow Jones or its products or services in any way in any materials published by the City of Denton or the
Library of the City of Denton and agrees that, upon the request of Dow Jones, it shall immediately, subject to record retention requirements,
remove or withdraw any published materials from its websites and all other distribution channels any published materials that Dow Jones deems
disparaging in its sole discretion.
6 Address for Notices.
6.1 Any notice from the Customer to Dow Jones must be sent to Dow Jones via electronic mail (such notice to include the Customer’s contract
details) to scsgroup@dowjones.com. If such notice is sent by any other means, it will not be valid notice under the terms of this Agreement. Any
service of legal process must be sent via postal mail to: Dow Jones & Company, Inc. Attention: Legal Department, 1211 Avenue of the Americas,
New York, New York 10036 and contractlegalnotices@dowjones.com.
6.2 Dow Jones may terminate this Agreement immediately upon notice during the Term if the Customer ceases to operate, or if the Customer
breaches this Agreement and fails to cure the breach within thirty (30) days after notice thereof. Dow Jones may discontinue or change the
Services, or their availability to Customer or Authorized Users, at any time.
6.3 Your cancellation will become effective at the end of your current billing period. You will not receive a refund; however your access will continue
for the remainder of the current billing period.
7 Confidentiality.
7.1 Confidential Information. Customer acknowledges that it and its employees may, in the course of this Agreement, be exposed to or acquire
information which is proprietary, or confidential, to Dow Jones or its affiliated companies, including, without limitation, high level aggregated user data, including data on users, visitors and page views through monthly reports upon request, and other non-public information, whether tangible,
intangible, visual, electronic that Customer knows or reasonably should know is confidential due to the nature of such information or the
circumstances surrounding disclosure or as otherwise designated in writing as confidential (the “Confidential Information”). Customer agrees
to hold all Confidential Information in strict confidence and not to disclose such information to third parties, or use such information for any
purposes whatsoever other than pursuant to the terms and conditions set forth in this Agreement and to advise each of its employees and agents
of their obligations to keep such information confidential. Even when disclosure is permitted, Customer agrees to limit access to and disclosure
of the Confidential Information to its employees and agents on a “need to know” basis only. Confidential Information shall exclude all information,
which (a) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of Customer, its employees
or agents; (b) was in Customer’s possession as shown by written records without any obligation of confidentiality prior to the disclosure by Dow
Jones and had not been obtained by Customer either directly or indirectly from Dow Jones; or (c) was independently developed by Customer
without use of the Confidential Information, as evidenced by contemporaneous written records. If Confidential Information is required to be
disclosed pursuant to an order or requirement of a court, administrative agency or governmental body, Customer shall promptly notify Dow Jones
of the facts thereof to enable Dow Jones to seek a protective order or otherwise prevent or restrict disclosure of such information, and upon
request of Dow Jones, shall reasonably cooperate with Dow Jones to obtain such protective order or other appropriate remedy. In the event that
no such protective order or other remedy is obtained, or Dow Jones waives compliance (in whole or in part) with the terms and conditions of this Agreement, Customer shall disclose only that portion of the Confidential Information that is required to be disclosed and shall use all reasonable
efforts to ensure that all Confidential Information that is disclosed shall be accorded confidential treatment. Dow Jones acknowledges that to the
extent required by law, Customer must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to
any request for public information related to this Agreement. To the extent required by law, this obligation supersedes any conflicting provisions
of this Agreement. Any portions of such material claimed by Dow Jones to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code.
7.2 No License Granted. It is understood and agreed by the parties that nothing in this Agreement is to be construed as a grant of, or as an intention
or commitment to grant to Customer, by implication or otherwise, any right, title or interest, of any nature whatsoever, in or to the Confidential
Information or any portion thereof, or any products or processes encompassed thereby, or improvements or developments thereon.
7.3 DISCLAIMER OF LIABILITY. THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO ANY AGGREGATED USER DATA
INCLUDED WITHIN THE CONFIDENTIAL INFORMATION, IS PROVIDED “AS IS”. NOTHING CONTAINED HEREIN, OR IN ANY
CONFIDENTIAL INFORMATION SHALL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF PATENT OR COPYRIGHT,
WITH RESPECT TO THE CONFIDENTIAL INFORMATION. Neither Dow Jones nor any of its Affiliates, employees or agents (the “Dow Jones
Parties”) shall have any liability to Customer or Customer’s representatives resulting from the use of the Confidential Information by Customer
or its representatives nor shall the Dow Jones Parties have any liability or responsibility for errors or omissions in, or any decisions made by
Customer in reliance on, any Confidential Information disclosed hereunder.
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8 Representations and Warranties. Each party represents and warrants that it has the full corporate rights, power and authority to enter into this
Agreement and to perform the acts required of it hereunder; its execution of this Agreement does not and will not violate any agreement to which
it is a party or by which it is otherwise bound, or any applicable law, rule or regulation; and when executed and delivered by such party, this
Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
9 Limitations on Use. The following limitations apply to both the Customer and the Authorized Users.
9.1 The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other
protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights,
or database rights (the “Content”) available through the Services are our property or the property of our advertisers and licensors and are
protected by copyright and other intellectual property laws. Unless you have our written consent, you may not use, sell, publish, distribute,
retransmit or otherwise provide access to the Content received through the Services to anyone.
9.2 You agree not to rearrange or modify the Content available through a Service. You agree not to display, post, frame, or scrape the Content for
use on another website, app, blog, product or service, except as otherwise expressly permitted by this Agreement. You agree not to create any
derivative work based on or containing the Content. The framing or scraping of or in-line linking to the Services or any Content contained
thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made
available on or through the Services other than as expressly authorized by us is prohibited.
9.3 You further agree to abide by exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in
connection with the Services. You may not access parts of the Services to which you are not authorized, or attempt to circumvent any
restrictions imposed on your use or access of the Services.
9.4 As a general rule, you may not use the Content, including without limitation, any Content made available through one of our RSS Feeds, in any
commercial product or service, without our express written consent.
9.5 You may not create apps, extensions, or other products and services that use our Content without our permission. You may not aggregate or
otherwise use our Content in a manner that could reasonably serve as a substitute for a subscription to a Service.
9.6 Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal,
state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other
intellectual property rights and shall enforce same.
9.7 You may not access or view the Services with the use of any scripts, extensions, or programs that alter the way the Services are displayed,
rendered, or transmitted to you without our written consent.
9.8 You agree not to use the Services for any unlawful purpose. We reserve the right to terminate or restrict your access to a Service if, in our
opinion, your use of the Service may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this
Agreement.
10 DISPUTE RESOLUTION, AGREEMENT TO ARBITRATE, AND CLASS ACTION WAIVER. PLEASE READ THIS SECTION CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT.
10.1 BINDING ARBITRATION. Any and all controversies or claims arising out of or relating to this Agreement or any aspect of the relationship between
us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by binding, individual arbitration,
with the limited exception of the following: 1) any statutory or common law claim involving intellectual property, and 2) any claim brought in small
claims court where the amount in controversy is properly within the jurisdiction of such small claims court (collectively, the “Excluded Claims”). YOUR AGREEMENT TO ARBITRATION MEANS, EXCEPT FOR THE EXCLUDED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A
LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL
ARBITRATOR.
10.2 WAIVER OF CLASS ARBITRATIONS AND CLASS ACTIONS. YOU AND US (E.G., DOW JONES & COMPANY, INC. AS PUBLISHER OF
THE WALL STREET JOURNAL) AGREE THAT YOU EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY, AND NOT AS A NAMED PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, OR
ANY FORM OF REPRESENTATIVE PROCEEDING. YOU AGREE THAT FOR ALL DISPUTES BETWEEN US THERE WILL BE NO CLASS
ARBITRATIONS OR CLASS ACTIONS IN ANY FORUM. This means that by entering into this Agreement, any arbitration under this Agreement
will take place on an individual basis only and the arbitrator shall not allow any class arbitrations or class proceedings, and shall not aggregate claims of multiple parties. This also means that by entering into this Agreement, independent of the agreement to arbitrate and waiver of class
arbitration, you are giving up the ability to participate in or bring a class action in court for any and all claims, including but not limited to the
Excluded Claims.
11 DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. YOU AGREE THAT YOUR ACCESS, AND THE ACCESS OF THE
AUTHORIZED USERS, TO, AND USE OF, THE SERVICES AND THE CONTENT, TOOLS AND AUTHORIZED USER BENEFITS AND PRIZES AVAILABLE THROUGH THE SERVICES IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT GIVE TAX OR INVESTMENT ADVICE
OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF
A PROFESSIONAL FOR TAX AND INVESTMENT ADVICE. THE DOW JONES PARTIES WILL NOT BE LIABLE (JOINTLY OR SEVERALLY)
TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS, OR ACCESS OF THE AUTHORIZED USERS, OR USE OF THE
SERVICES OR SUCH CONTENT, TOOLS, AUTHORIZED USER BENEFITS OR PRIZES FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST
REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT,
CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE DOW JONES PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN
ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE
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UNENFORCEABLE, THEN THE DOW JONES PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED
BY APPLICABLE LAW.
12 Amendments. This Agreement may not be amended except by written instrument executed by the parties, provided, however, Dow Jones
reserves the right to modify the Terms of Use from time to time, solely as applicable to Authorized Users.
13 Entire Agreement. This Agreement constitutes the complete and entire understanding of the parties with respect to the subject matter contained
herein and supersedes all prior or contemporaneous communications, agreements and understandings between the parties, both written and
verbal. This Agreement shall not be superseded by any terms contained in any invoice, purchase order, confirmation, acknowledgement or any
“shrink wrap” or click through license, whether or not signed by the parties.
14 Governing Law. This Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance
with the laws of the State of Texas , United States of America, without regard to any conflict or choice of law principles. For all litigation which
may be brought, subject to the requirements for arbitration hereunder, with respect to any controversy or claim, arising out of or relating to this
Agreement or any relationship between Dow Jones and Customer, the sole jurisdiction and venue for such litigation will be an appropriate federal
or state court located in the County of Denton in the State of Texas. Dow Jones’ failure to enforce any provision of this Agreement or to respond
to a breach by you or other parties of this Agreement shall not in any way waive Dow Jones’ rights to subsequently enforce any term or condition
of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. An e-signature or a signature delivered via email as a scanned or pdf file shall be deemed
by the parties to be an original.
16 Precedence of Documents. In the event of conflict between these Terms and Conditions of Order and the Amenity Service Order Form, the
terms of the Amenity Service Order Form shall prevail.
17 No Excess Obligations. Notwithstanding any other provision of this Agreement, if funding for the continued fulfillment of an Order Form by
Customer are at any time not forthcoming or are insufficient due to the failure of any entity to appropriate funds, then Customer will have the right
to terminate future additional years of this Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack
of funding. Customer will provide at least thirty (30) days advance written notice of such termination. The Customer will use reasonable efforts to
ensure appropriated funds are available. Nothing in this clause will be construed to entitle the Customer to a prorated refund for the current
calendar year in which notice of non-appropriation of funds is given.
18 Limitations. Customer is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement,
which may include those terms and conditions relating to: liens on Customer property; disclaimers and limitations of warranties; disclaimers and
limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of
third parties; payment of attorney’s fees; dispute resolution; and indemnities. Customer must comply with the terms of this Agreement, except
where prohibited by the Constitution and the laws of the State of Texas.
19 Application of Limitations to Dow Jones. To the extent that Customer is subject to any of the limitations referenced in Section 18 (Limitations)
and the terms referenced therein do not apply to Customer, such corresponding terms will not apply to Dow Jones either, as applicable.
Notwithstanding Section 18, Customer will be held accountable for any acts or omissions committed outside the scope of this Agreement,
including for clarity, any non-authorized distribution, misappropriation or infringement of any Content, subject to the laws of the State of Texas
and without waiving any applicable immunity.
[End of Agreement]
Docusign Envelope ID: BC05400A-C636-4ABC-A1FA-A66BBB3FD9A7
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: BC05400A-C636-4ABC-A1FA-A66BBB3FD9A7
Certificate Of Completion
Envelope Id: BC05400A-C636-4ABC-A1FA-A66BBB3FD9A7 Status: Completed
Subject: ***Purchasing Approval*** 8804- Wall street journal
Source Envelope:
Document Pages: 8 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 3 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
4/10/2025 1:47:07 PM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 4/10/2025 1:48:48 PM
Viewed: 4/10/2025 1:49:21 PM
Signed: 4/10/2025 1:49:25 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/10/2025 1:49:26 PM
Viewed: 4/11/2025 10:00:05 AM
Signed: 4/11/2025 10:00:30 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/11/2025 10:00:31 AM
Viewed: 4/11/2025 3:16:14 PM
Signed: 4/11/2025 3:17:00 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jennifer Bekker
Jennifer.Bekker@cityofdenton.com
Director of Libraries
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/11/2025 3:17:02 PM
Resent: 4/14/2025 7:16:23 AM
Viewed: 4/14/2025 7:31:00 AM
Signed: 4/14/2025 7:31:32 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.224.15.146
Signed using mobile
Sent: 4/14/2025 7:31:34 AM
Viewed: 4/14/2025 7:32:02 AM
Signed: 4/14/2025 7:32:08 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/14/2025 7:32:10 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/10/2025 1:48:48 PM
Certified Delivered Security Checked 4/14/2025 7:32:02 AM
Signing Complete Security Checked 4/14/2025 7:32:08 AM
Completed Security Checked 4/14/2025 7:32:10 AM
Payment Events Status Timestamps