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HomeMy WebLinkAboutC04-068 Carolina Software0 e i el A I � CAROLIN,� SOFTWARE PO Box 3097 ♦ 4006 Oleander Drive, Wilmington, N.C. 28406 Phone: (910) 799-6767 ♦ Fax: (910) 799-1177 WasteWORKS SOFTWARE LICENSE and SUPPORT & UPGRADE AGREEMENT Grant of License: Carolina Software Inc.,(CSI), hereby grants Eagle County of 2250 Hwy 131, Wolcott, Colorado 81655, (Licensee), a non-exclusive and non -transferable license to use the Licensed Software. Your right to use the Licensed Software terminates upon the violation of any provision of this License. If any provision of this License shall be held to be unenforceable, such holding shall not affect the enforceability of any other provisions hereof. The Licensed Software is the WasteWORKS computer program and associated materials and documentation. Number of Licensed Users: NETWORKS: Each Network License purchased entitles the Licensee to use WasteWORKS on one(1) Network and on only one(1) file server by no more than the number of users specified by the license fee. if Licensee starts using WasteWORKS with fewer than the User Limit and increases availability of WasteWORKS to more than the User Limit, Licensee must purchase the appropriate number of additional Network Licenses to comply with these terms. SINGLE USERS: If Licensee has not purchased a version of WasteWORKS that is clearly designated as a Network Version, the Licensed Software may not be used on a network or otherwise used simultaneously on more than one computer or processor unless Licensee purchases additional licenses for each multiple simultaneous use. Proprietary Rights: Licensee agrees to take all necessary steps to ensure that the provisions of this License are not violated by Licensee or by any person under your control or in its service, and Licensee shall cause or permit no such person to disassemble, reverse compile or tamper with the Licensed Software. All copyright, patent, trade secret, trademark and other intellectual and proprietary rights in the Licensed Software are and shall remain the valuable property of CSI. Reproduction and Copyrights: Portions of the Licensed Software are entitled to protection under the Copyright Laws. Licensee may not copy, allow anyone else to copy, or otherwise reproduce any part of the Licensed Software without the prior written consent of CSI, except for backup purposes or according to the copy procedure specified in the User Manual. Licensee may not remove or omit any copyright or other proprietary notices from the Licensed Software. Ownership of all copies is retained by CSI. Limited Warranty, Disclaimer and Limitation of Liability: CSI warrants that the unaltered Licensed Software essentially conforms to the documentation and is without material defects. Due to the complex nature of computer software, CSI does not warrant that the Licensed Software is completely error -free, will operate without interruption or is compatible with all equipment or software configurations. CSI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL CSI BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, USE OR INFORMATION, NOR SHALL THE LIABILITY OF CSI EXCEED THE INITIAL LICENSE FEE PAID FOR THE LICENSED SOFTWARE. .. Carolina Software, Inc. WasteWORKS SOFTWARE LICENSE & UPGRADE AGREEMENT Year 2000: CSI represents and warrants that WasteWORKS is Year 2000 compliant. WasteWORKS will accurately process date/time data(including, but not limited to, calculating, comparing, and sequencing) from, into, and between the 20th and 21 st centuries, and the year 1999 and 2000, and accurately performs leap year calculations for the year 2000 and into the 21 st century. In addition: WasteWORKS will not end operation abnormally or provide invalid or incorrect results as a result of processing date data. No acceptable value for current date will cause interruptions in normal operations of systems using WasteWORKS. All manipulations of time -related data(dates, duration, days of week, etc.) will produce the desired results for all valid date values within the operational date range specified for WasteWORKS. Date elements in interfaces and data storage for WasteWORKS will permit specifying the century or use unambiguous algorithms to eliminate date ambiguity. For any date element represented without a century value, WasteWORKS will unambiguously determine the correct century for all manipulations involving that element. In addition, interface documentations will clearly describe how the correct century value is determined. WasteWORKS will accurately processes date/time data with other Year 2000 compliant devices whenever such data is exchanged in accordance with the device's documented interface specification. CSI will provide the Licensee, at no additional charge with (i) fixes, corrections and updates to WasteWORKS that are necessary to ensure Year 2000 compliance, as defined herein, and (ii) advice, consultation and assistance to use the WasteWORKS software and diagnose and correct Year 2000 Compliance problems that may exist with WasteWORKS. License Fee: $6450 Number of Licensed Users: 2 user license(s) Installation and Training: $800 per day plus expenses Software Support & Upgrades: CSI will provide voice and/or dial up support 24 hours/7 days in Atlantic through Alaskan time zones. Licensee is responsible for user(s) having adequate training. CSI will provide Licensee with new releases of the Licensed Software as revisions or enhancements are available. CSI charges a fee for Software Support & Upgrades. This fee is billed on a quarterly basis at the beginning of January, April, July and October. CSI will notify the Licensee in writing of any increase in the Software Support & Upgrade Fee. This increase will not exceed five percent of previous years Software Support & Upgrade Fee OR annual increase in the Cost of Living Index - whichever is less. Software Support & Upgrade Fee: $300 per quarter. governed by the laws of the State of Colorado. Title: Tice -President of Operations Date: Tuesday, February 03, 2004 Eagle County, CO M Date: 4-/'7-D-'i O � e 0 ins u".1 Mr.1p),� I. Contract 3. 1. tot