HomeMy WebLinkAbout20061509.tiff Software License Agreement (Executable Code)
PART I
Customer
Customer Name Weld County, Colorado
(Licensed Enterprise):
Customer Shipping Weld County Assessor
Address: 1400 North 17th Avenue
Greeley, CO 80631 USA
Contact Name: Renee Fielder Phone: (970) 356-4000 ext. 4855
E-mail Address: rfielder@co.weld.co.us Fax: (970) 351-3334
Colorado CustomWare, Inc.
Customer Billing Address
(if not same as above) : 1109 Oak Park Drive, Suite 100
Ft Collins, CO 80525 USA
Installation Location: 1400 North 17th Avenue, Greeley, CO 80631 USA
Purchase Order Number: W ECO003
Distributor
Distributor Latitude Geographics Group Ltd.
(Licensor Enterprise):
204 Market Square
Address: Victoria, B.C. Canada
VSW 3C6
Contact Name: Robert Lenarcic Phone: (250) 381-8130
E-mail Address: renarcic@latitudegeo.com Fax: (250) 381-8132
Software
Quantity Product Description Software List Price
Geocortex Internet Mapping Framework Small Business Edition r — Provided through
One (Compiled Java classes 2,JSP scripts, and supporting web Colorado CustomWare
documents) Inc.'s GeoWare license
agreement.
Under the terms of this license,the Software can only be used on one of the Customers servers to deploy one Web-
Mapping Application. For the purposes of this agreement,a Web-Mapping Application is defined as being an Internet
Mapping Framework based site that is accessed using a distinct URL and uses a distinct site configuration file.
2 Source code for Java class files is available under separate license at additional cost.
Software Maintenance 3
Quantity Product Description Annual Fee
Geocortex Internet Mapping Framework Small Business Edition Provided through
One Colorado CustomWare
Inc.'s GeoWare license
agreement.
3 Software maintenance for the first year is included in the license fee, and is payable thereafter on each anniversary
date of this Agreement unless cancelled in accordance with Section 8.2 of this Agreement.
Payment Terms for Software License
1. Distributor will invoice the Customer for the Software upon Customers execution of this Agreement.
2. Starting on the first anniversary date of execution of this Agreement, on each anniversary date of the execution
of this Agreement LATITUDE will invoice the Customer in advance for Software Maintenance for the period from
that date to the immediately following anniversary.
3. All invoices will be paid within 30 days of the invoice date.
4. Overdue invoices shall bear interest at 1% per month, 12.56% per annum.
Software License Agreement(Executable Code)—Business Edition Page 1 of 4
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PART II
1. SCOPE 4.3 Taxes and Other Charges - The Customer
1.1 This Software License Agreement is shall pay all shipping & handling costs, applicable
between Latitude Geographics Group Ltd. sales, use, withholding and excise taxes, and any
("LATITUDE") and the Customer and applies to the other assessments against the Customer in the
Customer's use of any Software supplied to the nature of taxes, duties or charges however
Customer by LATITUDE as well as any related designated on the Software or its license or use, on
materials and documentation.
or resulting from this Agreement, exclusive of taxes
2. GRANT OF LICENSE based on the net income of LATITUDE.
2.1 LATITUDE as Licensor, grants to the
Customer, a non-exclusive right to use the software 5. OWNERSHIP OF SOFTWARE
described in Part I hereof (the "Software") to deploy 5.1 Warranty of Title - LATITUDE warrants that it
one copy of the Software on one server operated by has all rights necessary to make the grant of license
the Customer. If Customer wishes to utilize the herein as licensee of all such rights from Moxi Media
Software: Inc. ("MOXI") and the Province of British Columbia,
(a) for additional Web-Mapping Applications that which is the copyright holder of the Internet Mapping
are accessed using a different URL or use Framework Small Business Edition. This license is
different site configuration files; granted to the Customer pursuant to a Head License
(b) on more than one computer; Agreement' with the Province of British Columbia
(c) at additional installation locations; granting MOXI the right to use, modify, create
(d) outside its duly licensed operations; or derivative works and distribute and sublicense the
(e) as an application service provider to other Internet Mapping Framework Small Business Edition.
organizations or legal entities, 5.2 Retention of Rights - All proprietary and
additional licenses or license upgrades must be intellectual property rights, title and interest including
acquired by Customer, upon payment to LATITUDE of copyright in and to the original and all copies of the
the then designated fee. Software and the documentation or any changes or
2.2 The Customer may not reverse engineer, modifications made to the Software or related
disassemble or decompile any Software or prepare documentation shall be and remain that of
LATITUDE, MOXI, or the Province of British Columbia
derivative works thereof except: i) as is permitted by as its licensor, as the case may be. Customer shall
the tools set delivered with the Software to modify the not any time whether before or after the termination of
JSPs indicated on the face hereof and as delivered to this Agreement disclose, furnish, or make accessible
the Customer by LATITUDE;or ii) as necessary for an to anyone any confidential information received from
independently created software program to achieve LATITUDE or MOXI which confidential information is
interoperability with the Software. Customer shall not deemed to include the source and executable code of
the Software or related technical documentation.
copy, (except for archival and backup purposes) 5.3 Archive Copies - Customer shall not make
transfer, display or use the Software except as any copies of the Software, with the exception of one
expressly authorized in this Agreement. The copy of the Software for archive purposes, and to
Customer shall only use the Software in the manner make one additional copy each time an operating
copy becomes unusable and must be replaced.
expressly authorized in this Agreement.
Customer shall not obliterate, alter or remove any
3. SOFTWARE SUPPORT AND proprietary or intellectual property notices from the
MAINTENANCE SERVICES Software.
3.1 Software Support - LATITUDE shall provide 6. WARRANTIES
Customer with assistance in the use of the Software 6.1 Limited Warranty of Software - LATITUDE
on a time and materials basis under terms and warrants that Software supplied hereunder shall
conditions to be specified by LATITUDE. conform to the functional specifications set out in the
3.2 Updates - LATITUDE shall provide to the user documentations accompanying the Software for
Customer all upgrades to the Software commercially thirty (30) days. LATITUDE's sole obligation and
released during the term of this license in order that liability hereunder shall be to use reasonable efforts
the Software may continue to be compatible to any to remedy any such functional non-conformance
further versions of the ArcIMS software provided that which is reported to LATITUDE in writing by Customer
the Customer's payment of the applicable software within the warranty period. In the event such non-
maintenance fee set out in Part I of this Agreement is conformance is unable to be remedied by LATITUDE,
not in arrears. using reasonable efforts, LATITUDE shall, in its sole
4. CHARGES AND PAYMENTS discretion, refund to Customer the license fee and
4.1 Software License Fee - The charges and this Agreement will be automatically terminated. All
warranty service shall be performed at service
payments applicable to the use of the Software by the
locations designated by LATITUDE.
Customer are set out in Part I of this Agreement. 6.2 Limited Warranty of Services - LATITUDE
4.2 Software Maintenance — The charges and warrants that services supplied hereunder, if any, will
payments applicable to the Software updates
described in Section 3.2 are set out in Part I of this
Agreement. ' Entered Into December 24,2001,amended June 25,2002
Software License Agreement(Executable Code)—Business Edition Page 2 of 4
be provided with the skill and care which would be REGARDLESS OF THE FORM OF ACTION (IN
exercised by those who perform similar services at CONTRACT OR TORT), INCURRED IN
the time the services are performed, and in CONNECTION WITH THIS AGREEMENT OR THE
accordance with accepted industry practice. SOFTWARE OR SERVICES, THE AGGREGATE
7. EXCLUSION OF WARRANTIES AND LIABILITY OF LATITUDE FOR ALL DAMAGES,
LIMITATION OF LIABILITY INJURY,AND LIABILITY INCURRED BY CUSTOMER
7.1 SPECIFIC EXCLUSION OF OTHER AND ALL OTHER PARTIES IN CONNECTION WITH
WARRANTIES - THE WARRANTIES SET OUT T IN SOFTWARE OR SERVICES, SHALL BE LIMITED TO
AN AMOUNT EQUAL TO THE CHARGES AND FEES
SECTIONS 5.1, 6.1 and 6.2 ARE IN LIEU OF ALL PAID TO LATITUDE FOR THE SOFTWARE OR
OTHER WARRANTIES, AND THERE ARE NO SERVICES WHICH GAVE RISE TO THE CLAIM
OTHER WARRANTIES, REPRESENTATIONS, THEREFOR.
CONDITIONS, OR GUARANTEES OR ANY KIND 7.4 SEPARATE ENFORCEABILITY
WHATSOEVER, EITHER EXPRESS OR IMPLIED BY SECTIONS 7.1, 7.2 AND 7.3 ARE TO BE
LAW (IN CONTRACT OR TORT) OR CUSTOM, CONSTRUED AS SEPARATE PROVISIONS AND
INCLUDING, BUT NOT LIMITED TO THOSE SHALL EACH BE INDIVIDUALLY ENFORCEABLE.
REGARDING MERCHANTABILITY, DURABILITY,
FITNESS FOR PURPOSE, CORRESPONDENCE TO 8. TERMINATION
SAMPLE, TITLE, DESIGN, CONDITION, OR 8.1 Termination in Entirety - This Agreement in
QUALITY. WITHOUT LIMITING THE ABOVE, its entirety shall terminate in each of the following
LATITUDE DOES NOT WARRANT THAT THE events:
OPERATION OF SOFTWARE SHALL BE FREE (a) at the option of either party if the other party
FROM INTERRUPTION OR ERRORS WHICH DO materially defaults in the performance or
NOT ADVERSELY IMPACT THE SOFTWARE'S observance of any of its obligations
WRITTEN WARRANTED FUNCTIONALITY THE hereunder and fails to remedy the default
WARRANTIES CONTAINED HEREIN ARE VOID IF within 30 days after receiving written
FAILURE OF THE SOFTWARE HAS RESULTED demand therefor; or
FROM ACCIDENT, ABUSE, MISAPPLICATION, OR (b) at the option of LATITUDE if the Customer
OTHER EXTERNAL CAUSE BY ANY PARTY OTHER breaches any one of sections 2, 4 or 5 of
THAN LATITUDE. this Agreement;
7.2 NO INDIRECT DAMAGES - EXCEPT WITH provided that the right of termination shall be in
RESPECT TO INTELLECTUAL PROPERTY addition to all other rights and remedies available to
INFRINGEMENT, IN NO EVENT SHALL LATITUDE the parties for default or wrong-doing by the other.
BE LIABLE TO CUSTOMER OR TO ANY OTHER 8.2 Termination of Maintenance Obligations
PARTY FOR INDIRECT DAMAGES OR LOSSES (IN Alone—Either party may terminate the portions of this
CONTRACT OR TORT) IN CONNECTION WITH Agreement relating to maintenance services upon
SOFTWARE, SERVICES OR THIS AGREEMENT, written notice to the other party received at least 90
INCLUDING BUT NOT LIMITED TO DAMAGES FOR days prior to any particular anniversary date of the
LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, execution of this Agreement. Despite such right of
CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN termination, no such termination will result in any
IF CAUSED BY LATITUDE'S NEGLIGENCE AND obligation on the part of LATITUDE to refund any pre-
EVEN IF LATITUDE HAS KNOWLEDGE OF THE paid fees for maintenance services.
POSSIBILITY OF SUCH POTENTIAL LOSS OR 8.3 Suspension of Obligations - If either party
DAMAGE. IN NO EVENT SHALL MOXI NOR THE should default in the performance or observance of
PROVINCE OF BRITISH COLUMBIA BE any of its obligations hereunder, then, in addition to
RESPONSIBLE FOR OR LIABLE FOR ANY all other rights and remedies available to the non-
DAMAGES OR LOSSES OF ANY KIND IN defaulting party, the non-defaulting party may
CONNECTION WITH THE SOFTWARE OR WITH suspend performance and observance of any or all its
THIS AGREEMENT, INCLUDING WITHOUT obligations under this Agreement, without liability,
LIMITATION DIRECT, SPECIAL, INDIRECT, until the other party's default is remedied, but this
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY section shall not permit the Customer to suspend its
DAMAGES, DAMAGES FOR LOST PROFITS OR obligation to make payments owing in respect of the
LOST SAVINGS. SINCE SOME STATES / Software.
JURISDICTIONS DO NOT ALLOW THE EXCLUSION 8.4 Return and Deletion of Software - In the
OR LIMITATION OF LIABILITY FOR INDIRECT event of termination of this Agreement by either party,
DAMAGES, THE ABOVE LIMITATION MAY NOT Customer shall immediately cease all use of, uninstall
APPLY TO YOU, THE CUSTOMER. and return to LATITUDE all Software and related
7.3 LIMITS ON LIABILITY - EXCEPT WITH documentation and any copies thereof and certify in
RESPECT TO INTELLECTUAL PROPERTY writing to LATITUDE that it has done so.
INFRINGEMENT, IF FOR ANY REASON, LATITUDE y GENERAL
BECOMES LIABLE TO CUSTOMER OR ANY
OTHER PARTY FOR ANY DIRECT OR OTHER 9.1 Complete Agreement - This Agreement
DAMAGES FOR ANY CAUSE WHATSOEVER, AND including the Schedules hereto constitutes the
complete and exclusive statement of the agreement
Software License Agreement(Executable Code)—Business Edition Page 3 of 4
between LATITUDE and the Customer, and British Columbia as owner of all proprietary and
supersedes all oral or written proposals, prior intellectual property rights in and to the Internet
agreements and other prior communications between Mapping Framework Small Business Edition. The
the parties, concerning the subject matter of this Customer acknowledges and agrees that in the event
Agreement. In the event of a conflict between the the Province of British Columbia terminates the Head
terms of this head Agreement and the Schedules License Agreement with MOXI and provides the
hereto, the terms of this Agreement shall prevail. Customer with notice of such termination, the
9.2 Force Maieure - Dates or times by which Customer will continue to be bound to all the terms of
either party is required to perform under this this license, as it relates to the Internet Mapping
Agreement, excepting the payment of any fees or Framework Small Business Edition,to the Province of
charges due hereunder, shall be postponed British Columbia as if this license was entered into
automatically to the extent that any party is prevented directly between the Customer and the Province of
from meeting them by causes beyond its reasonable British Columbia.
control. 9.6 Contractual Relationship - Subject to the
9.3 Notices - All notices and requests in event described in section 9.5 happening, this
connection with this Agreement shall be given or Agreement does not create any contractual
made upon the respective parties in writing and shall relationship between the Province of British Columbia
be deemed given as of the third day following the day and the Customer.
the notice is faxed, providing a hard copy 9.7 Survival - Sections 5.1 to 5.3, 7.1 to 7.4, 8.1
acknowledgment of such successful faxed notice to 8.4, and 9.1 to 9.6 of this Agreement shall survive
transmission is retained. Notice may also be termination and expiration of this Agreement.
deposited in the Canadian mails, postage pre-paid, 9.8 U.S. Government Restricted Rights - The
certified or registered, return receipt requested, and Software and documentation are provided with
addressed to the other party at the address set out on restricted rights. Use, duplication, or disclosure by
the face hereof. the U.S. Government is subject to restrictions as set
9.4 Governing Law - This Agreement and forth in subparagraph (c)(1)(ii) of The Rights in
performance hereunder shall be governed by the Technical Data and Computer Software clause at
laws of the Province of British Columbia, Canada. DFARS 252.227-7013, or subparagraphs (c)(1) and
9.5 Non-Assignable - This Agreement is not (2) of the Commercial Computer Software -
assignable by the Customer. Any such assignment Restricted Rights at 48 CFR 52.227-19, as
shall be void. This Agreement as it relates to the applicable. The Contractor/ Manufacturer is Latitude
Internet Mapping Framework Small Business Edition Geographies Group Ltd., 204 Market Square,
shall be assignable by the Licensor to the Province of Victoria, British Columbia, Canada V8W 3C6.
The Undersigned, as the Customer acknowledges that it is entitled to use the software in executable code as described
in Part I ("Software") only at the specified installation location within the business operations of the legal entity named as
the Customer herein. The Undersigned's use of the Software in accordance with this License Agreement is subject to
LATITUDE's inspection upon request. The Undersigned have read and agreed to the terms and conditions of this License
Agreement:
WELD COUNTY COLORADO / /I 06/05/2006
(Authorize. .ig .ture) (Date)
M. J. ��i' r., Chair
LATITUDE GEOGRAPHICS GROUP LTD. riao (f :2a(Aut rrized Signature) (Date)
Elsa TESTING TO BOARD OF COUNTY
,OMM!SSIONER SIGNATURES ONLY
Ili;
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1161 (( 71mi�� EST: MAelle4
r A i; LD COUNTY CLERK TO THE BOARD
DE TY CLERK TO THE BOARD
Software License Agreement(Executable Code)—Business Edition Page 4 of 4
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