HomeMy WebLinkAboutCORRESPONDENCE - CONTRACT - WEB SERVICES LICENSING AGREEMENTGo Manage, Inc.
Web Services Licensing Agreement
This Web Services Agreement, is between Go Manage, Inc. (Licensor) and the City of
Fort Collins, Colorado (Licensee) and is entered into as of October 23,2006.
Licensee desires to use the GOmanage web services for various business and
organizational activities and Licensor desires to grant a nonexclusive license to permit
Licensee to use such services.
This license agreement commences effective October 23, 2006 and shall end October 22,
2007. This license may be renewed for up to four (4) additional one year periods.
Renewal will be sent 60 days prior to the renewal date. The subscription price for the
web services will be a minimum four user license at a rate of $300 per month. Additional
users can be added by the licensee at a rate of $65 per month per additional full user and
$25 per month per additional portal user. The subscription terms are subject to change at
the conclusion of the initial term of the agreement. The services can be terminated by
the Licensee or Licensor by giving 30 days notice. The subscription fee is payable in
advance monthly.
Additionally, Licensee will pay Licensor a consulting rate of $1,600 per day, for
professional services associated with implementing GOmanage. A minimum of one day
of consulting services is required for configuration and training assistance.
Licensee will be responsible to have internet enabled workstations for each user of
GOmanage. Additionally, Licensee will assign a project leader to the GO[nanage
implementation, provide a training environment in which to train GOmanage users and
provide GOmanage users with uninterrupted time to participate in the training process.
Licensee's management will be responsible to participate in the GOmanage
implementation process wherein the use or uses of GOmanage will be defined and the
structure, implementation and training plans developed. Licensee understands that
GOmanage may introduce new management processes, expectations and levels of
accountability. Managing this change is fundamental to the success of GOmanage.
Licensee agrees to evaluate the impact of change on their organization and to implement
change management processes as required.
Additional specific terms and conditions of this Agreement are contained in the attached
End User License Agreement, provided, however, in the event of any inconsistencies the
terms set forth above shall prevail. The terms and conditions contained in the End User
License Agreement are an integral part of this Licensing Agreement. Signing this
Agreement indicates that each party has reviewed the End User License Agreement and
are in agreement with the terns contained therein.
Go Manage, Inc.
Web Services Licensing Agreement
For purposes of notification pursuant to this agreement, the following addresses shall be
used:
Go Manage, Inc.
108 Coronado Court, Suite B
Fort Collins, Co 80525
City of Fort Collins
300 LaPorte Avenue
P.O. Box 580
Fort Collins, Colorado 80522
Signed-. Ad 4041ye
B. Carl Lee
Chief Executive Officer
Go Manage, Inc.
Signed. _�� -} „� /) 1
James B.60' eill II, CPPO, FNIGP
Title: Di for of Purchasing and Risk Management
City of Fort Collins
Date: / #/d �D 6
Date:
Go Manage, Inc.
End User Licensing Agreement
ATTENTION: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS
AND CONDITIONS BEFORE USING THIS SERVICE AND PRODUCT. IT
CONTAINS SOFTWARE AND PRINTED MATERIALS (collectively the "Licensed
Works"), THE USE OF WHICH IS LICENSED BY GO MANAGE, INC., TO ITS
CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO
NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE
INDICATES THAT YOU ACCEPT THESE TERMS.
GRANT OF LICENSE: Go Manage, inc. (the "Licensor") grants to City of Fort
Collins (COF) this limited, non-exclusive, non transferable, non -assignable
license solely to login to the Licensed Works and solely provided that you
adhere to all of the terms and conditions of this License Agreement. The
foregoing is an express limited use license and not an assignment, sale, or other
transfer of the Licensed Works or any Intellectual Property Rights of Licensor.
ASSENT: By logging into GOmanage, COF agree that this Agreement is a legally
binding and valid contract, agree to abide by the intellectual property laws and all
of the terms and conditions of this License Agreement, and further agree to take
all necessary steps to ensure that the terms and conditions of this License
Agreement are not violated by any person or entity under your control or in your
service.
OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates or subsidiaries
own certain rights that may exist from time to time in this or any other jurisdiction,
whether foreign or domestic, under patent law, copyright law, publicity rights law,
moral rights law, trade secret law, trademark law, unfair competition law or other
similar protections, regardless of whether or not such rights or protections are
registered or perfected (the 'Intellectual Property Rights"), in the computer
software and service, together with any related documentation (including design,
systems and user) and other materials for use in connection with such computer
software in this package (collectively, the "Licensed Works"). ALL TITLES AND
COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN AND TO
THE LICENSED WORKS ARE AND SHALL REMAIN OWNED BY LICENSOR.
All rights not specifically granted under this License are reserved to Licensor.
RESTRICTIONS AND LIMITATIONS:
(a) COF is expressly prohibited from copying, or using the Licensed Works or
modifying, or merging compiled, or encrypted materials and from, selling, leasing,
redistributing, assigning, or transferring in any manner, the Licensed Works or
any portion thereof, except as specifically permitted by the Licensor.
(b) COF may transfer access to the Licensed Works to someone else only if
COF assigns all of its rights under this License, cease using the Licensed Works,
and insure that the other party agrees to the terms of this License.
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Go Manage, Inc.
End User Licensing Agreement
(c) COF is also expressly prohibited from reverse engineering, decompiling,
translating, disassembling, deciphering, decrypting, or otherwise attempting to
discover the source code of the Licensed Works as the Licensed Works contain
proprietary material of Licensor except to the extent the forgoing restriction is
expressly prohibited by applicable law. COF may not otherwise modify, alter,
adapt, port, or merge the Licensed Works except to the extent the foregoing
restriction is expressly prohibited by applicable law.
(e) COF may not remove, alter, deface, overprint or otherwise obscure Licensor
patent, trademark, service mark or copyright notices.
(f) COF may not publish or distribute in any form of electronic or printed
communication the materials within or otherwise related to Licensed Works,
including but not limited to the object code, documentation, help files, examples,
and benchmarks.
(g) COF agrees that the Licensed Works will not be shipped, transferred or
exported into any other country, or used in any manner prohibited by any
government agency or any export laws, restrictions or regulations.
(h) COF is expressly prohibited from renaming any file contained in the Licensed
Works.
(I) COF understands the term "Update" refers to dot releases, service packs, hot
fixes, and other minor feature enhancements added by Licensor, at its sole
discretion, to further enhance its product line. Examples would be: version (v)
5.2, v6.5, 7.2, etc. The term "Upgrade" refers to major version revisions and
releases such as v5.0, 6.0, 7.0, etc.
TERM: This Agreement is effective until terminated. Without prejudicing any
other rights, we may terminate this License if COF fails to comply with the terms
and conditions of this License. In such event, we will prevent COF from
accessing the Licensed Works and COF must destroy all copies of the Licensed
Works and all of its component parts. The limitations on warranties and liabilities
set out below shall continue in force after any termination. COF may terminate
this License Agreement at any time by providing the Licensor 30 days notice and
ceasing to use the Licensed Works. Upon any termination, COF agrees to
destroy all copies of the Licensed Works, any accompanying documentation, and
all other associated materials.
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Go Manage, Inc.
End User Licensing Agreement
WARRANTIES AND DISCLAIMER:
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN
AGREEMENT BETWEEN LICENSOR AND COF, THE LICENSED WORKS ARE
NOW PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR THE WARRANTY OF NON -INFRINGEMENT. WITHOUT
LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (1)
THE LICENSED WORKS WILL MEET YOUR REQUIREMENTS, (ii) THE USE
OF THE LICENSED WORKS WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR -FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE LICENSED WORKS WILL BE ACCURATE OR RELIABLE, (iv)
THE QUALITY OF THE LICENSED WORKS WILL MEET YOUR
EXPECTATIONS, (v) ANY ERRORS IN THE LICENSED WORKS WILL BE
CORRECTED, AND/OR (VI) YOU MAY USE, PRACTICE, EXECUTE, OR
ACCESS THE LICENSED WORKS WITHOUT VIOLATING THE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS. SOME STATES OR
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN
JURISDICTIONS WHERE WARRANTIES, GUARANTEES,
REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE
DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENATION
AND/OR WARRANTY IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER
(A) THIRTY (30) DAYS FROM THE DATE OF USING THE LICENSED WORKS
OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE
JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE
UNENFORCEABLE; AND (2) LICENSORS SOLE LIABILITY FOR ANY
BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION,
AND/OR CONDITION SHALL BE TO LIMITED TO THE SUBSCRIPTION FEES
PAID BY LICENSEE TO LICENSOR.
IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR
HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON
ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE LICENSED WORKS. SOME JURISDICTIONS PROHIBIT
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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Go Manage, Inc.
End User Licensing Agreement
LIMITATION OF WARRANTIES AND LIABILITY: EXCEPT FOR THE EXPRESS
WARRANTY ABOVE, THE SOFTWARE AND PRODUCT ARE PROVIDED ON
AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES
OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE
OF TRADE, OR COURSE OF DEALING. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU.
NEITHER WE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE
CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT SHALL HAVE
ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY
DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR
PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR
ECONOMIC LOSS. EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT
RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM
AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF
SUBSCRIPTION FEES PAID FOR USE OF THE PRODUCT. NO LIMITATIONS
IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED
BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR
TERM OR A FUNDAMENTAL BREACH.
GENERAL: This License is the entire agreement between us, superseding any
other agreement or discussion, oral or written, and may not be changed except
by a signed agreement. If any provision of this License is declared by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall
be severed from the License and other provisions shall remain in full force and
effect.
APPLICABLE LAW AND JURISDICTION: This License shall be construed in
accordance with the laws of the State of Colorado, United States of America.
Each party hereby consents to the jurisdiction over it and venue in any state
court of competent jurisdiction in Larimer County, Colorado and any federal court
of competent jurisdiction in Denver, Colorado, in any action or proceeding arising
out of or in any way related to this License or to the breach or default of any
provision hereof, and any such action or proceeding shall be filed only in the
Circuit or District Courts for the State of Colorado for Larimer County, or in the U.
S. District Court for the District of Colorado in Denver, Colorado.
SEVERABILITY: in the event any provision of this License Agreement is found to
be invalid, illegal or unenforceable, the validity, legality and enforceability of any
of the remaining provisions shall not in any way be affected or impaired and a
valid, legal and enforceable provision of similar intent and economic impact shall
be substituted therefore.
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Go Manage, Inc.
End User Licensing Agreement
ENTIRE AGREEMENT: This License Agree ent sets forth the entire
understanding and agreement between C Wand Go Manage, Inc., supersedes
all prior agreements, whether written or oral, with respect to the Software, and is
subject to change at any time.
For purposes of notification pursuant to this agreement, the following addresses
shall be used:
Go Manage, Inc.
108 Coronado Court, Suite B
Fort Collins, Co 80525
City of Fort Collins
300 LaPorte Avenue
P.O. Box 580
Fort Collins, Colorado 80522
Signed:Date: ///i/o 9
B. Carl Lee
Chief Executive Officer
Go Manage, Inc.
Signed: Date:
10 o
James B.,,V$eiII II, CPPO, FNIGP
Tale: Dire)06r of Purchasing and Risk Management
City of Fort Collins
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