HomeMy WebLinkAboutC96-005 JK Inc'06 „ 5 2 4
Standard Contract and
Software License Agreement
This Standard Contrad and Software License Agreement is made as of the 8th day of December, 1995,
between JK, -Inc. (JK), with its principal place of business at 13291 West 58th Avenue, Arvada, CO.
80002 and Eagle County Health Department (legal name) with its principal place of business at 500
Broadway, Eagle, CO 81631 (`Licensee'). The terms of this Agreement shall apply to each Program
license granted and to all services provided by JK under this Agreement. When completed and executed
by both parties, an Order Form shall evidence the Program licenses granted and the services that are to
be provided.
I. Definitions
`Program' shall mean the computer software in executable form owned and distributed by JK for which
the Licensee is granted a license, Documentation, and Updates.
`Order Form' shall mean the document by which the Licensee orders Program licenses and services, and
which is agreed to by the parties. The Order Form shall reference the Effective Date of this Agreement.
`User,' unless otherwise specified in the Order Form, shall mean a specific individual employed by the
Licensee who is authorized by such party to use the Program, regardless of whether the individual is
actively using the Program at any given time.
`Documentation' shall mean the user guides and manuals for use of the Program.
`Update' shall mean a subsequent release of the Program which is generally made available for
Supported Program Licenses at no additional charge, other than media and handling charges. Update
shall not include any release, option, or future product which JK licenses separately.
`Supported Program License' shall mean a License for which the Licensee has ordered Software
Maintenance for the relevant time period.
`Software Maintenance' shall mean Program support provided under JK's policies in effect on the date
Software Maintenance is ordered.
`Commencement Date' shall mean the date on which the Program is delivered by JK, or, if no delivery is
necessary, the Effective Date set forth in this Agreement.
II. Licenses Granted
JK grants to the Licensee a nonexclusive license as outlined below:
A. License
This Agreement permits the Licensee to distribute the Program to the number of internal users specified
in the Order Form. Installation on a network server for the sole purpose of internal distribution shall not
constitute `use' for which a sep( e license is required, provided the Li ;ee has a separate license for
each user to which the Program is distributed.
B. Copyright
The Program and its accompanying documentation are owned by JK and are protected by United States
copyright laws and international treaty provisions. The Licensee may transfer the Program to a single
hard disk for each internal user specified in the Order Form and make one copy of the Program, solely
for backup or archival purposes. The Licensee may not copy the accompanying documentation, unless
specifically authorized by JK.
C. Other Restrictions
The Licensee may not rent or lease the Program, but may transfer the Program and accompanying
documentation on a permanent basis, provided the Licensee retains no copies and the recipient agrees to
the terms of this Agreement. The Licensee may not modify, reverse engineer, decompile, or disassemble
the Program. If the Program is an Update or has been updated, any transfer must include the most recent
Update and all prior versions.
D. No Other Rights Granted
Apart from the rights outlined in this Agreement, the License does not grant to the Licensee any right to
engage in any Licensable Activity, nor any ownership right, title, or interest, nor any security interest or
other interest, in any Intellectual Property Rights relating to the Licensed Program, nor in any copy of
any part of the Licensed Software.
III. Services
A. Software Maintenance
JK shall provide Software Maintenance services ordered by the Licensee under X's support policies in
effect on the date Software Maintenance is ordered, subject to payment by the Licensee of the applicable
fees. Reinstatement of lapsed Software Maintenance services is subject to JK's support reinstatement
fees in effect on the date Software Maintenance is re -ordered.
B. Other Services
JK shall provide other services agreed to by the parties, as indicated in the Order Form, under the terms
of this Agreement. For any on-site services requested by the Licensee, the Licensee shall reimburse JK
for actual, reasonable travel and out-of-pocket expenses incurred, unless specified otherwise.
IV. Limited Warranty and Disclaimer
A. Limited Warranty
JK warrants that (a) the Program will perform substantially in accordance with the accompanying
documentation for a period of one (1) year from the date of receipt, and (b) any hardware accompanying
tke Program will be free from defects in materials and workmanship under normal use and service for a
period of one (1) year from the( e of receipt. Any implied warranties L he Program and hardware are
limited to ninety (90) days.
B. Customer Remedies
JK's entire liability and the Licensee's exclusive remedy shall be, at JK's option, either (a) return of the
price paid, or (b) repair or replacement of the Program or hardware that does not meet JK's Limited
Warranty and which is returned to JK with a copy of the Licensee's receipt. This Limited Warranty is
void if failure of the Program or hardware has resulted from accident, abuse, or misapplication. Any
replacement Program or hardware will be warranted for the remainder of the original warranty period or
thirty (30) days, whichever is longer.
C. No Other Warranties
To the maximum extent permitted by applicable law, JK disclaims all other warranties, either express or
implied, including, but not limited to, implied warranties of merchantability and fitness for a particular
purpose, with regard to the Program, the accompanying documentation, and any accompanying
hardware.
D. No Liability for Consequential Damages
To the maximum extent permitted by applicable law, in no event shall JK be liable for any damages
whatsoever (including without limitation, damages for loss of business profits, business interruption,
loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this
JK product, even if JK has been advised of the possibility of such damages.
V. Government Restricted Rights
If the Licensee is acquiring the Program on behalf of any unit or agency of the Government, the
following provisions apply:
The Program and documentation are provided with Restricted Rights. The Government acknowledges
JK's representation that the Program and its documentation were developed at private expense and no
part of them is in the public domain. Use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer
Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is JK, Inc., 4925
Highway 34, Wheatland, WY 82201.
VI. Fees and Payments
A. License Fees
The Licensee may order Program licenses at the standard Program license fees set forth in the Order
Form.
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EAGLE CTY. ATTORNEY ID:3033285219 DEC 1q'95 17:43 No.004 P.02
B. Software Maintenatt Fees
Software Maintenance services ordered by the Licensee will be provided under X's Sollwarc
Maintenance policies and rates in effect on the date Software Maintenance is ordered.
C. Other Service Fees
Other services ordered by the Licensee, as indicated in the Order Form, will be provided under X's
Service policies and rates in effect on the date the other services are ordered.
D. Payment Terms
Unless indicated otherwise, invoices for payment of license and other fees shall be payable 30 days from
the Commencement mate. Software Maintenance fee-, shall be payable annually in advance, net 30 days
from the renewal date; such fees will be those in effect at the beginning of the period for which the fees
are paid. All payments shall be made in United States currency and shall be made without deductions
based on any taxes or withholdings, except where such deductions is based on gross income. Any
amounts payable by the Licensee hereunder which remain unpaid after the due date shall be subject to a
late charge equal to 1.5% per month from the due date until such amount is paid. The Licensee agrees to
pay applicable media and shipping charges. The Licensee shall issue a purchase order, or alternative
document acceptable to JK, on or before the Effective Date set forth in this Agreement.
E. Taxes
The fees listed in this Agreement do not include taxes. if JK is required to pay sales, use, property,
value-added, or other federal, state, or local taxes based on the licenses granted under this Agreement,
then such taxes shall be billed to and paid by the Licensee. This shall not apply to taxes based on JK's
income.
Vil. Term
This Agreement shall become effective on the Effective Date and shall be valid until the expiration or
termination of all Addenda hereunder, unless terminated earlier as set forth herein. If' not otherwise
specified in the Order Form, each Program license granted under this Agreement shall remain in effect
perpetually under the terms of this Agreement unless the lic�ortthig7m ent is terminated as
provided herein. ensA lJ,�
Vill. Miscellaneous
This Agreement is governed by the laws of the State of�&i , U.S.A., and will be deemed a contract
under seal. If any provision of this Agreement shall be deemed contrary to law by a court of competent
jurisdiction, that provision will be enforced to the maximum extent possible, and the remaining
provisions of this Agreement will remain in full effect. This Agreement constitutes the entire agreement
between the Licensee and JK concerning the Program and documentation, and supersedes all prior
communications, agreements, and understandings, written or oral, between the Licensee and JK with
respect thereto.
IX. Signature Page(. -ad Effective Date
Each person signing below represents that he or she has read this Agreement in its entirety (including
any and all Attachments), understands its terms, is duly authorized to execute this Agreement on behalf
of the Licensee, and agrees on behalf of the Licensee that the Licensee will be bound the terms contained
herein.
The Effective Date of this Agreement shall be the 1st day of July, 1995.
Executed by JK:
a -
Authorized Signature LY
Shane A. Speciale
Name (Print or Type)
Director. Management Consulting
Title
December 8, 1995
Date
LiceW-
;orized
Signa
Name (Print or Type)
` Attachment B
Software Maintenance Terms and Conditions
The purchase of Software Maintenance entitles the Licensee to telephone technical support and Updates
to the Program as outlined below.
1. Definitions
`Maintenance Period' shall mean the period of time for which the Licensee has purchased Software
Maintenance, as indicated in the Order Form.
II. Telephone Technical Support
The Licensee may telephone JK to receive 24-hour telephone technical support during the Maintenance
Period. Technical support includes informational assistance regarding the normal use of the Program.
Calls received during normal business hours (Monday through Friday, 7:00 AM to 6:00 PM MST) will
be answered directly by JK staff.
Calls received at any other time will typically be answered by an automated answering system providing
a telephone number to page a technician who will make a return call.
Up to a maximum of 24 calls may be made per year, per site. For each call made in excess of the
maximum, a minimum fee of $25.00 will be charged, plus an additional $1.00 per minute of the call.
III. Information Required for Telephone Technical Support
For JK to provide telephone technical support, the following information must be provided:
• Name of the person initiating the call.
• Name and telephone number of the location where the Program is installed.
• Name of the Program module, version number, and date listed in the Program's `About' screen.
IV. Version Enhancements
Software Maintenance entitles the Licensee to Updates released during the Maintenance Period.
Updates include any modifications made to the Program at the direction of the Licensee or otherwise
that fall within the same version as the original Program purchased.
V. Term and Termination
The Maintenance Period will begin upon installation of the Program. Except as may be otherwise
provided in the Order Form, Software Maintenance will terminate at midnight on the last day of the
Maintenance Period. Software Maintenance will expire immediately upon termination of the
Agreement. Software Maintenance may be renewed at any time.
t
Revised November 1, 1995
