HomeMy WebLinkAboutAdvanced Technology Systems Inc (ATS)
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, Voyager Software License and Subscription Agreement
1. Parties:
Advanced Technology Systems. Inc. ("A TS") City of Auburn ("Client")
A TS Public Safety Solutions 340 East Main Street
6170 Cornerstone Court, Suite 150 Auburn, W A 98002
San Diego. CA 92121 Attn: Kathy Price
Phone: 253-288-3179
2. Effective Date of Agreement: 04/2812006
3. Term. This Agreement shall commence on the Effective Date and shall continue on a monthly basis. The first
month of service Client receives from ATS is the "Initial Term" of the agreement. This Agreement shall
automatically renew every month ("Renewal Term") unless Client provides written notice of non-renewal at least
ten (10) days prior to the expiration of the Initial Term or then-current Renewal Term. The Initial Term and
Renewal Term shall collectively be referred to as the "Term".
4. Fees (in US Dollars):
Price Per Unit Quantitv
Set-Up Fees
Device Set-Up Fee (new devices): $50.00 6
Subscription Fees
Monthly Mobile Subscription - Laptop (existing) $39.99 I
Monthly Query Subscription - PDA (new devices) $29.99 6
S. Entire Agreement. This Agreement constitutes the sole. complete and fmal agreement between the Parties. and
supersedes any prior or contemporaneous communications or agreements (whether written or oral) between the
Parties regarding the subject matter hereof.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives.
- Client:
Signed By: Signed By: ~~
Print Name: 8~ .I4n........""cn...:.'
.
Title: Vice President, Sales and Marketing Title: d~/~~) C/~/~~
Advanced Technology Systems. Inc. Confidential & Proprietary Page I of2
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GENERAL TERMS AND CONDITIONS
EFINITlONS. The definitions set forth below and elsewhere in the Agreement shall apply to both their singular and plural form, as the context
ay require; (a) "Device" means Client's equipment providing access to the Services, (b) "Services" means the activities perfonned by ATS under
his Agreement, including, without limitation, the processing of transactions, (c) "Host Server" means the computer system(s) and supporting
equipment and software located at ATS' facilities with which access is provided to Client via the Internet, (d) "Licensed Software" means,
collectively, the client software and the server software, and any subsequent improvements, updates, modifications or additions thereof, when, and if
made available by A TS.
2. LICENSE (a) License Grant. Subject to the tenns of this Agreement and the payment of applicable fees identified herein, ATS hereby grants to
Client a non-exclusive, non-transferable (without right to sublicense) license to access and use the Licensed Software solely for Client's internal use;
(b) Restrictions. Title to and ownership of the Licensed Software, as well as all maintenance documentation and user documentation, and all
intellectual property rights in and to the Licensed Software and documentation shall at all times remain with A TS. This Agreement shall be not
construed to grant to Client any right, title, or interest in any intellectual property rights embodied in or associated with the Licensed Software, or any
right to copy, modifY or lease the Licensed Software. Except as pennitted under applicable law, under no circumstances shall Client, nor shall Client
permit any third party to, reverse assemble, reverse compile, reverse translate or otherwise reverse engineer the Licensed Software or otherwise
attempt to learn or derive the source code, structure, algorithms or ideas underlying the Licensed Software.
3. PAYMENT OF FEES. Device set-up fees, if applicable, are due upon execution of this Agreement. Subscription fees, if applicable, are billed and
due on a monthly basis. [f any fees are more than forty-five (45) days past due Services may be terminated at the discretion of ATS. ATS reserves
the right to suspend providing the Services, in addition to any of its other rights and remedies hereunder, if Client does not make payments when due.
The fees do not include applicable taxes, and Client shall have sole responsibility for the payment of all taxes and duties imposed by all governmental
entities, except taxes based on the income of A TS.
4. CLIENT RESPONSIBILITIES. [n addition to the othcr duties set forth in this Agreement, Client acknowledges and agrees that the Licensed
Software requires several other components to be functional and that Client is responsible for providing all other components to make the Licensed
Software functional, to the extent desired by Client, including but not limited to, the proper Device, adequate access to the internet or other online
requirements for the intended use and, at all times during the Tenn, Client shall be and remain eligible to use the law enforcement data and other data
provided by the applicable government agencies.
S. NO WARRANTY. THE LICENSED SOFTWARE AND THE SERVICES ARE PROVIDED ON AN" AS IS" AND "AS A V AILABLE" BASIS
WITHOUT WARRANTY OF ANY KIND. CLIENT EXPRESSLY ACKNOWLEDGES THAT ATS' ABILITY TO PROVIDE THE SERVICES
IS DEPENDENT ON THE A V AILABIL[TY OF THE WIRELESS SERVICES OF CLIENT'S DEVICE SERVICE PROVIDER AND THAT A TS
HAS NO CONTROL OVER OR RESPONSIBILITY FOR SUCH WIRELESS SERVICES. ATS AND ITS LICENSORS DO NOT WARRANT
THE SECURITY, PRIVACY, OR ACCURACY OF ANY DATA PROVIDED VIA THE SERVICES, AND CLIENT AGREES THAT THE USE
OF ANY SUCH DATA BY CLIENT IS AT CLIENT'S SOLE RISK.
6. ACKNOWLEDGEMENT. Client acknowledges and agrees that the Services are a method of providing access to certain data for the Client. and
that such access is dependent on third party services, such as database providers and wireless carriers, and that A TS cannot and does not guaranty that
such access will always be available to Client.
7. TERMINATION. Either party may tenninate this Agreement, with or without cause, upon thirty days (30) written notice to the other party. Client
shall indemnifY and hold A TS hannless for any costs incurred relating to such termination, including but not limited to third party provider charges
and any termination fees listed herein. Upon any termination or expiration of this Agreement, all licenses granted hereunder shall cease, and Client
shall promptly return or destroy any copies of the Licensed Software, related documentation, or other confidential infonnation of A TS in Client's
possession.
8. MISCELLANEOUS PROVISIONS. (a) Governing Law. This Agreement shall be governed by and construed solely and exclusively in
accordance with the laws of the State of California, USA, without ICgard to its contliel oflaw principles. All claims, disputes or controversies arising
under or in connection with this Agreement shall be brought solely and exclusively in the courts located in the State of Califomia, United States,
which shall constitute the sole, exclusive and final forum for any resolution of any disputes between the Parties. Both Parties hereby irrevocably
consenl to the jurisdiction of such courts and waive any objections thereto. Both Parties hereby irrevocably consent to service of process for all
actions in such courts; (b) Assignment. Client may not assign this Agreement or delegate any or all of its obligations hereunder to any third party
without the prior written consent of A TS; (c) Non-Exclusivity. Neither party is precluded from continuing its contractual commitments, or pursuing
ongoing operational or marketing activities in connection with the sale or distribution of its products or services; (d) Force Majeure. Except for the
obligation to pay money, non-performance by either party shall be excused solely to the extent that performance is rendered impossible by strike,
fire, flood, earthquake, electric or other power outages, governmental act or orders or restrictions, failure of suppliers, or any other reasons where
failure to perfonn is beyond the control and not caused by the negligence or default of the non-performing party; (e) Severability. If any term of this
Agreement is held to be unenforceable by a court of competent jurisdiction, then such court may substitute the unenforceable term with an
enforceable provision which most nearly effects the Parties' intent in entering into this Agreement as reflected in the unenforceable provision. If the
foregoing is not possible under applicable law, then the unenforceable provision shall be deleted and the val idity or enforceability of the remainder of
this Agreement shall not be affected; (f) Each party agrees that the delivery of this Agreement by facsimile shall have the same force and effect as
delivery of original signatures and that each party may use facsimile signatures and photocopies of signatures as evidence of the execution and
delivery of this Agreement by each party to the same extent that an original signature could be used.
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