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HomeMy WebLinkAboutSpillman License Agreement 02-15-96sfl l m aln COPY COMPUTER SOFTWARE LICENSE AGREEMENT This License Agreement ("this Agreement") is made and entered into thisk day off ir 199, by and between: SPILLMAN DATA SYSTEMS. INC. ("Spillman") 810 SOUTH 100 WEST LOGAN, UTAH 84321 801)753-1610 AND Auburn Police Department ("You") 101 North Division Auburn, WA 98001 206) 931-3042 THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF SPILLMAN'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF SPILLMAN RELATING TO THE SUBJECT MATTER HEREOF. YOUR LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL YOU HAVE EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY YOU. 1. Product. The product is the "Licensed Program," which is defined to be the package of computer software in machine-readable form and any related user documentation which may be ordered from time to time by Licensee's acceptance of an Spillman Software Order. 2. License. In consideration of the payment of license fees, Spillman grants you a non-exclusive, non -transferable license to use the "Licensed Program", subject to the following terms and conditions. 3. Scope of Rights. You may: a. Install the Licensed Program in your own facility. b. Use the Licensed Program for purposes of serving the internal needs of your business. C. Make one copy of the program in machine-readable form, for nonproductive backup purposes only, provided that Spillman's proprietary legend is included. You may not use, copy, or modify the Licensed Program, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Spillman. Your rights may not be transferred. You may not install the Licensed Program in any other computer system or use it at any other location without Spillman's express authorization obtained in advance (which will not be unreasonably withheld). If you use, copy, or modify the Licensed Program or if you transfer possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Spillman, your license is automatically terminated. You are solely responsible for payment of any taxes (including sales or use taxes and intangible taxes) resulting from your acceptance of this license and your possession and use of the Licensed Program. Spillman reserves the right to have you pay any such taxes as they fall due to Spillman for remittance to the appropriate authority. You agree to hold harmless Spillman from all claims and liability arising from your failure to report or pay such taxes. You are responsible for selecting a system administrator who is qualified to operate the Licensed Program on your own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Licensed Program. Other accessories (hardware or software) may be required for the use of the Licensed Program. Except as agreed otherwise in writing, Spillman assumes no responsibility under this Agreement for obtaining or supporting such accessories. You are also responsible for ensuring a proper environment and proper utilities for the computer system on which the Licensed Program operates, including an uninterrupted power supply. You are responsible for converting your own data files for use with the Licensed Program. 4. Proprietary Protection of Licensed Program. Spillman shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program, Design Specifications, Custom Modules, Programming and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted by Spillman. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use. You must keep the Licensed Program free and clear of all claims, liens, and encumbrances. The Licensed Program is a commercially valuable, proprietary product of Spillman, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. The Licensed Program is treated by Spillman as confidential and contains substantial trade secrets of Spillman, which Spillman has entrusted to you in confidence to use only as expressly authorized. Spillman claims and reserves all rights and benefits afforded under federal copyright law in all software programs and user materials that constitute the Licensed Program, and in all system documentation related thereto, as unpublished works. You may not, at any time, disclose or disseminate the Licensed Program to any person who does not need to obtain access thereto consistent with your rights under this Agreement. Under no circumstances may you "unlock" the code of the Licensed Program, as the term is generally used in the trade. Under no circumstances may you disclose or disseminate the Licensed Program to any competitor of Spillman. You will devote your best efforts to ensure that all your personnel and all other persons afforded access to the Licensed Program shall protect it against improper use, dissemination, or disclosure. You hereby authorize Spillman to enter your premises, with prior notification to you, in order to inspect the Licensed Program in any reasonable manner during regular business hours. You acknowledge that, in the event of your breach of any of the foregoing provisions, Spillman shall be entitled to obtain an injunction against such breach from King County Superior Court immediately upon request. Spillman's right to obtain injunctive relief shall not limit its right to seek further remedies in money or damages in a King County Superior Court. Your obligations hereunder shall remain in effect for as long as you continue to possess or use the Licensed program or any trade secrets derived therefrom. 5. Documentation. Spillman agrees to allow you to use Spillman Data copyrighted documentation of the SPILLMAN Public Safety Software system to photocopy as many copies of the SPILLMAN documentation as the agency requires for agency use only in the use of the SPILLMAN Public Safety Software system, to not distribute any original or copy of documentation outside of the agency, and to not reveal this documentation to competitors of Spillman. 6. Payment for Goods. The total fee, as set forth in an Spillman Software Order, shall be paid to Spillman according to the following schedule: Software price Upon installation of software on Licensee's computer Fees for services Upon completion of the service Equipment price Upon delivery of each equipment component to Licensee's site 7. Limited Warranty. Spillman warrants, for your benefit alone, that the Licensed Program conforms in all material respects to the specifications for the current version of the Licensed Program as described in Spillman product specifications as of this date and for a period of one (1) year hereafter. This warranty is expressly conditioned on your observance of the operating, security, and data -control procedures set forth in the User's Manual(s) included with the Licensed Program. Spillman is not responsible for obsolescence of the Licensed Program that may result from changes in your requirements. The foregoing warranty shall apply only to the most current version of the Licensed Program issued by Spillman from time to time. Spillman assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. 8. Customer Remedies. As your exclusive remedy for any material nonconformity or defect in the Licensed Program for which Spillman is responsible, Spillman shall attempt through reasonable effort to correct or cure such nonconformity or defect. However, Spillman shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Licensed Program if you have made any changes whatsoever to the Licensed Program, if the Licensed Program has been misused or damaged in any respect, or if you have not reported to Spillman the existence and nature of such nonconformity or defect promptly upon discovery thereof. If only Spillman has made changes to the Licensed Programs, and Spillman cannot make Licensed Programs conform to specifications, Spillman will refund the amounts specifically related to the Licensed Program. The cumulative liability of Spillman to you for all claims related to the Licensed Program and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all fees and charges paid to Spillman hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. 9. No Other Warranties. Spillman disclaims all other warranties, either expressed or implied and representations with respect to the licensed program, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, and its merchantability or fitness for a particular use. 10. No Liability for Consequential Damages. In no event shall Spillman be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if Spillman has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to which other provisions of this Agreement have been breached or have proven ineffective. 11. Term. Your license of the Licensed Program shall become effective upon delivery of the Licensed Program to you and shall continue unless terminated as provided herein. Licensee may terminate this agreement at any time upon written notice to Spillman. Upon termination of this Agreement, all rights granted to you will terminate and revert to Spillman. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Licensed Program, you must return, or certify the destruction of, all copies of the Licensed Program in your possession whether modified or unmodified), and all other materials pertaining to the Licensed Program (including all copies thereof). 12. General. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against who enforcement of the modification is sought. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed. In the event that any of the terms of this Agreement are or become or are declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect. SPILLMAN WANTS YOU TO BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT YOUR NEEDS. ALTHOUGH YOU MUST MAKE THAT DETERMINATION YOURSELF, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED PROGRAM WITH YOU AND ANSWER YOUR QUESTIONS. BY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE BEEN GIVEN AN ADEQUATE OPPORTUNITY TO INVESTIGATE YOUR COMPUTER AND SOFTWARE NEEDS AND THAT BASED ON YOUR EXAMINATION OF THE LICENSED PROGRAM, THE LICENSED PROGRAM IS SATISFACTORY. Title: aIa 6T. 70 i1CL Date: O % 19 '<;7d Accepted and approved by/Spillman: Signed: iC lJGlC1T D dGu/tiZv Printed: Duane Barker Title: Vice President - Finance Date: '19-90 licensel01695]