HomeMy WebLinkAboutTargetSolutions - Software Licensing AgreementTARG`N ®
TargetSolutions Learning, LLC.
10805 RANCHO BERNARDO ROAD, SUITE 200
SAN DIEGO, CA 92127-5703
877-944-6372 - TOLL FREE
858-592-6880 - DIRECT / 858-487-8762 - FAX
SCHEDULE A
DATE of SUBMISSION
4/10/2017
LICENSE TERMS: 4.30.17-4.29.20
Business Proposal Exclusively Developed for:
Yakima Fire Department (WA)
Attn: Mark Soptich
401 North Front Street, 2nd Floor
Yakima, WA 98901
Regional Sales Manager: Kegan Konrady
Email: kegan.konrady@targetsolutions.com
Phone: 858-376-1634
TargetSolutions Online Training Platform License Customized Website, Administration Tools, and Applications
DESCRIPTION
UNIT PRICE
PER USER
QUANTITY
(# of Users)
TOTAL
Firefighters
$89.00
90
$8,010.00
Office Staff
$49.00
1
$49.00
Annual Maintenance Fee
$395.00
1
$395.00
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(;% otalvAnnual;LicenseiFee
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:00
Subject to Section 3.1 of Client Agreement
One Time Set Up
$1,500.00
waived
$0.00
TOTAL INITIAL INVESTMENT
$ 8,454.00
NOTES:
By signing the Client agreement, you are 1) agreeing to the pricing and terms presented in this proposal; 2) agreeing you have read
and accept the Client Agreement and License terms and; 3) agreeing you have read the TargetSolutions Plaform System
Requirements and Platform Solution Description documents listed in detail at the following url:
http://www.targetsolutions.com/clients/client-resources/
TargetSolutions Learning, LLC. business proposal pricing is good for 30 days from Date of Submission listed above.
TARG ®W TIONS
Client Agreement
This Client Agreement (the "Agreement"), effected as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions
Learning, LLC. ("TSL"), a Delaware limited liability company, and the undersigned client ("Client"), and governs the purchase and ongoing use of the services
described in this Agreement (the "Services").
1. Services. TSL shall provide the following
services:
1.1. Access. TSL will provide Client a non-
exclusive, non -transferable, revocable, limited
license to remotely access and use the Services
hereunder and, unless prohibited by law, will
provide access to any person designated by Client
("Users").
1.2. Availability. TSL shall use commercially
reasonable efforts to display its content and
coursework for access and use by Client's Users
twenty-four (24) hours a day, seven (7) days a
week, subject to scheduled downtime for routine
maintenance, emergency maintenance, system
outages and other outages beyond TSL's control.
1.3. Help Desk. TSL will assist Users as needed
on issues relating to usage via e-mail, and a toll
free Help Desk five (5) days per week at scheduled
hours.
2. Client's Obligations.
2.1. Compliance. Client shall be responsible for
Users' compliance with this Agreement, and use
commercially reasonable efforts to prevent
unauthorized access to or use of the Services.
2.2. Identify Users. Client shall (i) provide a listing
of its designated/enrolled Users; (ii) cause each of
its Users to complete a profile; (iii) maintain user
database by adding and removing Users as
appropriate.
2.3. Future Functionality. Client agrees that its
purchases hereunder are neither contingent on the
delivery of any future functionality or features nor
dependent on any public comments regarding
future functionality or features.
3. Fees and Payments.
3.1. Fees. Client will pay for the Services in
accordance with the fee schedule in Schedule A
attached to this Agreement. Fees listed in
Schedule A shall be increased by 2.5% per year
both during the term of this Agreement, as well as
for any renewal terms.
3.2. Payments. All fees due under this Agreement
must be paid in United States dollars. Such
charges will be made in advance, according to the
frequency stated in Schedule A. TSL will invoice
in advance, and such invoices are due net 30 days
from the invoice date. All fees collected under this
Agreement are fully earned when due and
nonrefundable when paid.
3.3. Suspension of Service for Overdue Payments.
Any fees unpaid for more than ten (10) days past
the due date shall bear interest at 1.5% per month.
With fifteen (15) days prior written notice, TSL
shall have the right, in addition to all other rights
and remedies to which TSL may be entitled, to
suspend Client's Users' access to the Services
until all overdue payments are paid in full.
4. Intellectual Property Rights.
4.1. Client acknowledges that TSL alone (and its
licensors; where applicable) shall own all rights,
title and interest in and to TSL's software,
website or technology, the course content, and
the Services provided by TSL, as well as any and
all suggestions, ideas, enhancement requests,
feedback, recommendations or other information_
provided by Client, and this Agreement does not
convey to Client any rights of ownership to the
same. The TSL name and logo are trademarks
of TSL, and no right or license is granted to Client
to use them.
4.2. Except as otherwise agreed in writing or to
the extent necessary for Client to use the
Services in accordance with this Agreement,
Client shall not: (i) copy the course content in
whole or in part; (ii) display, reproduce, create
derivative works from, transmit, sell, distribute,
rent, lease, sublicense, transfer or in any way
exploit the course content in whole or in part; (iii)
embed the course content into other products;
(iv) use any trademarks, service marks, domain
names, logos, or other identifiers of TSL or any
of its third party suppliers; or (v) reverse
engineer, decompile, disassemble, or access the
source'code of any TSL software.
4.3. Client hereby authorizes TSL to share any
intellectual property owned by Client ("User
Generated Content") that its Users upload to the
Community Resources section of TSL's website
with TSL's 3rd party customers and users that are
unrelated to Client ("Other TSL Customers");
provided that TSL must provide notice to Client's
users during the upload process that such User
Generated Content will be shared with such
Other TSL Customers.
5. Term.
The term of this Agreement shall commence on
the Effective Date, and will remain in full force
and effect for the term indicated in Schedule A
("Term"). Upon expiration of the Initial Term, this
agreement shall automatically renew for
successive one (1) year periods (each, a
"Renewal Term"), unless notice is given by either
party of its intent to terminate the Agreement, at
least sixty (60) days prior to the scheduled
termination date.
6. Mutual Warranties and Disclaimer.
6.1. Mutual Representations & Warranties.
Each party represents and warrants that it has
full authority to enter into this Agreement and to
fully perform its obligations hereunder.
6.2. Disclaimer. EXCEPT AS EXPRESSLY
PROVIDED HEREIN, NEITHER PARTY MAKES
ANY WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TO
THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
7. Miscellaneous.
7.1. Limitation on Liability. Except as it relates to
claims related to Section 4 or Section 7.2 of this
Agreement, (a) in no event shall either party be
liable to the other, whether in contract, warranty,
tort (including negligence) or otherwise, for
special, incidental, indirect or consequential
damages (including lost profits) arising out of or
in connection with this Agreement; and (b) the
total liability of either party for any and all
damages, including, without limitation, direct
damages, shall not exceed the amount of the
total fees due to, or already paid to, TSL for the
preceding twelve (12) months.
7.2. Indemnification. TSL shall indemnify and
hold Client harmless from any and all claims,
damages, losses and expenses, including but
not limited to reasonable attorney fees, arising
out of or resulting from any third party claim that
the Services or any component thereof infringes
or violates any intellectual property right of any
person.
7.3. Assignment. Neither party may assign or
delegate its rights or obligations pursuant to this
Agreement without the prior written consent of
the other, provided that such consent shall not be
unreasonably withheld. Notwithstanding the
foregoing, TSL may freely assign or transfer any
or all of its rights without Client consent to an
affiliate, or in connection with a merger,
acquisition, corporate reorganization, or sale of
all or substantially all of its assets.
7.4. Force Maieure. TSL shall have no liability
for any failure or delay in performing any of its
obligations pursuant to this Agreement due to, or
arising out of, any act not within its control,
including, without limitation, acts of God, strikes,
lockouts, war, riots, lightning, fire, storm, flood,
explosion, interruption or delay in power supply,
computer virus, governmental laws or
regulations.
7.5. No Waiver. No waiver, amendment or
modification of this Agreement shall be effective
unless in writing and signed by the parties.
7.6. Severability. If any provision of this
Agreement is found to be contrary to law by a
court of competent jurisdiction, such provision
shall be of no force or effect; but the remainder
of this Agreement shall continue in full force and
effect.
7.7. Dispute Resolution. The parties shall make
best efforts to resolve any dispute through
cooperative good faith negotiation. In the event
such efforts are not successful the matter shall
be litigated to resolution, unless the parties agree
in writing to mediate the dispute.
7.8. Entire Agreement. This Agreement and its
exhibits represent the entire understanding and
agreement between TSL and Client, and
supersedes all other negotiations, proposals,
understandings and representations (written or
oral) made by and between TSL and Client.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS] Rev M
IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below.
TargetSolutions Learning, LLC
-Tad
of
Printed Name: Phil Coons
Yakima Fire Department
401 North Front Street, 2nd Floor
Yakima, WA 98901
By:
Printed Name: Ci/ rf M&. )V '
Title: Director of Sales Title: C ( h/t(lJ1J--
Date: 4/17/17 Date: 5l /417
2
CITYCONTRACT NO: / 7- D S 7
RESOLUTION NO: h
Rev M