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HomeMy WebLinkAboutAgreement_General_04/14/2008MIMOSA'- ORDER FORM SYSTEMS PO Number PO Date 3200 Coronado Drive Tel: (408) 970-9305 Account Re Louie Miranda Santa Clara, CA 95054 Fax: (408) 970-9299 www.mimosasvstems. com Customer The Village of Tequesta Address 345 Tequesta Drive Tequesta FL, 33469 Contact Brad Gomberg Title IT Director Tel 561-744-4055 Email bgomberg@tequesta.org • s .- ~- . QTY• SOftWare Part Number Unit List Subtotal Price 1 Mimosa NearPoint for MS Exchan e Solution - 100 Mailboxes MNE-SOLCAL100 $ 7,470.00 $ 7,470.00 1 Mimosa NearPoint for MS Exchan e Solution - 50 Mailboxes MNE-SOLCAL50 $ 4,500.00 $ 4,500.00 1 Mimosa NearPoint eDiscover O lion - 100 Mailboxes MNE-EDCAL100 $ 2,990.00 $ 2,990.00 1 Mimosa NearPoint eDiscover O lion - 50 Mailboxes MNE-EDCAL50 $ 1,800.00 $ 1,800.00 Product Subtotal $16,760.00 100% DISCOUNT FOR ED OPTION VALID UNTIL 4/11/08 100% $4,790.00 ADDITIONAL DISCOUNT VALID UNTIL 4/11/08 40% $4,788.00 Product Subtotal $7,182.00 l]ty. Maintenance & Support Term Rate Part Number Unit Price Subtotal Mimosa NearPoint for MS Exchange Solution - 100 Mailboxes - 1 Annual Premium Maintenance and Support, due for renewal at at 20 % 1 YR 20°/ MNE-SOLCAL100-PM $1,494.00 $1,494.00 the same rate after the 12th month Mimosa NearPoint for MS Exchange Solution - 50 Mailboxes - 1 Annual Premium Maintenance and Support, due for renewal at at 20 % 1 YR 20% MNE-SOLCAL50-PM $900.00 $900.00 the same rate after the 12th month Mimosa NearPoint eDiscovery Option - 100 Mailboxes -Annual 1 Premium Maintenance and Support, due for renewal at the same at 20 % 1 YR 20% MNE-EDCAL100-PM $598.00 $598.00 rate after the 12th month Mimosa NearPoint eDiscovery Option - 50 Mailboxes -Annual 1 Premium Maintenance and Support, due for renewal at the same at 20%, 1 YR 20 % MNE-EDCAL50-PM $360.00 $360.00 rate after the 12th month Maintenance & Sup port $3,352.00 Total (USD) $10,534.00 By executing Order Form, Customer/End User acknowledges that the End User License Agreement attached hereto are incorporated into and made part of, and constitutes an agreement between the parties. To the extent the specific terms of this Order Form conflict with the End User License Agreement, the terms of End User License Agreement wiill apply. Accepted by: a Accepted by: ~ ~ Effective Date ~~ n ~>L (JQ ( P Mimosa Systems, n~~ Date Name: t Title: Mimosa Systems, Inc. Confidential 4/11/2008 Page 1 "- Order Acceptance Form M I M O S A ~~ SYSTEMS PO Number Ac lance Date ril t4, 2008 3200 Coronado Drive Tel: {408} 970-9305 Santa Clara, CA 95054 Fax: (408} 970-9299 Customer The Village of Tequesta Address 345 Tequiesta Drirre Tequesta FL, 33469 Contact Brad Gomberg Tittle IT Director Tel 5fi1-744-0055 Email bgomberg@tequesta.org Customer It)ilf VOT001 The Acceptance e-mail sent by Mimosa, and Ihis Order Acceptance Farm and the End User License Agreement (EULA) constitute the entire agreement with respect to the Software. Any additional or different terms, including but ntst limited to those on any purchase order, are hereby objected to and rejected by Mimosa. This Order Acceptance Form, Acceptance e-mail sent by Mimosa and the EULA shall constitute a binding obligation to purchase a license to the Software by you. Qty. Software Part Number 1 Mimosa NearPoint for MS Exchange Solution - 100 Mailboxes MNE-SOLCAL100 1 Mimosa NearPoint for MS Exchange Solution - 50 Mailboxes MNE-SOLCAL50 1 Mimosa NearPoint eDiscovery Option -100 Mailboxes MNE-EDCAL100 i Mimosa NearPoint eDiscovery Option - 50 Mailboxes MNE-EDCAL50 Qty. Maintenance 8 Support Term Rate Part Number Mimosa NearPoint for MS Exchange Solution - 100 1 Mailboxes -Annual Premium Maintenance and at 20% ! YR 20% MNE-SOLCAL100-PM Support, due for renewal at the same rate after the 12th month Mimosa NearPoint for MS Exchange 5olut"ron - 50 1 Mailboxes -Annual Premium Maintenance and at 20% 1 YR 20% MNE-SOLCAL50-PM Support, due for renewal at the same rate after the 12th month Mimosa NearPoint eDiscavery Option - 100 1 Mailboxes -Annual Premium Maintenance and at 20'/a 1 YR 20% MNE-EDCAL100-PM Support, due for renewal at the same rate after the 12th month Mimosa Neazpoint eDi~overy Option - 50 1 Mailboxes -Annual Premium Maintenance and at 20°/° 1 YR 20% MNE-EDCAL50-PM Support, due for renewal at the same rate after the 12th month Maintenance and Support due for renewal at the same rate aher the 12th month of date of this order acceptance. Accepted /'~ ~/_ _ J` Mimosa System c. Date USER LICENSE AGREEMENT (10112/2005) )SA NEARPOINT rr FOR MICROSOF'T® EXCHANGE SERVER This Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) ("End User") and Mimosa Systems, Inc. ("Mimosa") regarding the use of the Mimosa NearPoint T"" for Microsoft® Exchange Server SOFTWARE which includes user documentation provided in electronic form (together, the "Software"). BEFORE YOU CLICK ON THE "I ACCEPT AND AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I ACCEPT AND AGREE" BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE PROMPTLY RETURN THE SOFTWARE TO THE VENDOR FROM WHOM YOU OBTAINED IT. This Agreement governs use of the Software and any updates to the Software, regardless of how it was delivered to the End User. 1. Software License. The Software is a collection of numerous software components and documentation, some of which are owned by Mimosa and referred to as the "Mimosa Software" and other third-party components which are subject to various license agreements. (a) For the Mimosa Software, each End User isgranted anon-exclusive, non-transferable, non-sublicensable right and license to install and use one (1) copy of such Mimosa Software for End User's internal purposes on a single machine (designated as the NearPoint Server in the accompanying confirming email sent by Mimosa ("Acceptance")) for a number of mailboxes not to exceed the number of imailboxes indicated in the accompanying Acceptance (also referred to as the "Mailbox Count Limit" or "MCL"), for any specified license subscription period indicated in the Acceptance. The Mimosa .Software cannot be distributed without the prior written permission of Mimosa and cannot be copied, except as necessary for back-up purposes. End User may not itself or knowingly allow a third party to remove, alter, or obscure any proprietary notices contained on or within Mimosa Software and shall reproduce such notices on any permitted copies of Mimosa Software. End User acknowledges that the scope of the licenses granted hereunder do not permit End User (and End User may not knowingly allow any third party) to: (i) create derivative works of, copy, alter or in any way modify Mimosa Software (except to the extent that such restrictions not permitted under applicable law); (ii) translate, decompile, disassemble, reverse compile, reverse engineer, interrogate, or decode Mimosa Software or in any other manner reduce the Mimosa Software to human perceivable form (except to the extent that such restrictions are not permitted under applicable law); (iii) bypass or delete any copy protection methods that are for preventing unauthorized copying or use of Mimosa Software; or (iv) electronically distribute, timeshare, provide as a commercial hosted service or service bureau, market by interactive cable or remote processing services the Mimosa Software; or (v) use Mimosa Software except as set forth in this Agreement. Mimosa reserves all rights in Mimosa Software not expressly granted herein. This Agreement entitles End User to delivery of the object code form of the Software as indicated in the Acceptance. The source code for the Software is the confidential information and trade secret of Mimosa and End User shall not use or disclose the same without the express written permission of Mimosa. (b) Components of the Software that are not Mimosa Software are licensed by Mimosa from third-parties under various other licenses, including but not limited to Mozilla licenses. If End User does not agree to abide by the applicable license terms, which are included within this agreement, for any such programs, then End User may not be permitted to install or use them. (c) The Software includes code called "pocketSOAP" provided under the terms of the Mozilla Public License Version 1.1. Mimosa has not modified this software. "The contents of such file are subject to the Mozilla Public License Version 1.1 ("Mozilla 1.1 License"); you may not use such code except in compliance with such license. You may obtain a copy of the License at http://www.mozilla.org/MPU . Software distributed under the "Mozilla 1.1 License" is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the Mozilla 1.1 License for specific language governing rights and limitations under the "Mozilla 1.1 License." For those components subject to Mozilla license for a period of one (1) year following End User's receipt of the Software, End User may contact Mimosa at the address below in writing and request a copy of the source code for such Mozilla software. 2. Ownership. The Software and each of its components, including the source code, documentation, appearance, structure, and organization are owned by Mimosa and others and are protected under copyright and other laws. Title to the Software and any component, or to any copy, modification, or merged portion shall remain with the aforementioned, subject to the licenses described above. The Mimosa Systems, Mimosa, Mimosa NearPoint, NearPoint, One Pass Protection, and NearPoint Deployment Advantage, trademarks and associated logos are the trademarks of the Mimosa and its affiliates. This agreement does not permit End User to use the Mimosa trademarks. All other trademarks are the property of their respective owners. 3. Limited Warranty. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR A LICENSE FOR A PARTICULAR COMPONENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE AND REU~TED SERVICES (IF ANY) ARE PROVIDED AND LICENSED AS IS WITH ALL FAULTS AND MIMOSA, ITS AUTHORIZED DEALERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS, LACK OF NEGLIGENCE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. MIMOSA DOES NOT WARRANTTHATTHE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE END USER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR APPEAR PRECISELY AS DESCRIBED IN THE ACCOMPANYING DOCUMENTATION. Mimosa warrants that the media, if any, on which the software is furnished will be free from defects in materials and manufacture under normal use for a period of thirty (30) days from the date of delivery to End User. This warranty extends only to the End User who receives the software directly from Mimosa or its authorized distributor. Mimosa's entire liability, and End User's sole remedy, shall be: if the Software media is defective, End User may return it within thirty (30) days of delivery along with a copy of the End User's payment receipt to the vendor from whom it was obtained for replacement of the media. This Agreement does not grant End User a right to a refund. Unless Mimosa has agreed in a separate writing to provide installation services, End User shall be solely responsible for installing the Software. 4. Limitation of Remedies and Liability. End User assumes sole responsibility for decisions pertaining to suitability of the Software to meet the objectives or to perform specific tasks. Any statements made by any Mimosa representatives do no[ supersede this Agreement. End User may link to third- party sites though the Software, Mimosa and its licensors are not responsible for any content, data or software accessed from such third-party sites. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIMOSA ,ITS AUTHORIZED DEALERS AND LICENSORS W ILL NOT BE LIABLE TO END USER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, COST OF COVER, LOST OPPORTUNITIES, LOST SAVINGS, OR LOST DATA, CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY AND FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH AND REASONABLE CARE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER, HOWEVER CAUSED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF MIMOSA, ITS AUTHORIZED DEALERS, OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MIMOSA'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF U.S. $100. END USER ACKNOWLEDGES THAT THE AGREEMENT REFLECTS AN ADEQUATE AND ACCEPTABLE ALLOCATION OF RISK, AND THAT THE REMEDIES SET FORTH ABOVE SHOULD APPLY NOTW ITHSTANDING THE FACT THAT THEY MAY FAIL THEIR ESSENTIAL PURPOSE. MIMOSA SHALL HAVE NO LIABILITY FOR HARDWARE, DEPENDENT SOFTWARE, OR OTHER ISSUES BEYOND ITS CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REMEDIES DESCRIBED ABOVE CONSTITUTE END USER'S ONLY REMEDIES FOR ANY BREACH UNDER THIS AGREEMENT. 5. Export Control. As required by U.S. law, End User represents and warrants that it: (a) understands that the Software is subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (b) is not located in a prohibited destination country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria); (c) ,will not export, re-export, or transfer the Software to any prohibited destination, entity, or individual without the necessary export license(s) or authorizations(s) from the U.S. Government; (d) will not use or transfer the Software for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license; and that it (e) understands and agrees that if it is in the United Siates and exports or transfers the Software to eligible end users, it will, comply with all U.S. and foreign applicable export laws. Mimosa Systems, Inc. Confidential 4/11/2008 Page 2 n. i erm ono i erminanon. unless terminated earlier as set forth herein, this Agreement will remain effective for the period (1) as indicated in the Acceptance for the Software, or (2) the term specified for the Software Maintenance and Support item on the Acceptance. The start of this period is the date that the Mimosa Software is shipped (including by email) from Mimosa or its authorized distributors. The End User may terminate this Agreement 6y removing the Software from End User's computers, ceasing alt use of, and destroying all copies of the Software. Any breach of this Agreement by End User will result in the immediate and automatic termination of this Agreement and licenses granted by Mimosa herein, and End User shall cease all use of and destroy all copies of the Mimosa Software. In addition to termination, Mimosa will have the right to pursue any other remedies available to it under law. From time to time during the term of this Agreement, Mimosa may send re-authorization instructions for the Software and End User will be required to re-authorize the Software in accordance with such instructions provided by Mimosa at that time, or the Software may become disabled. 7. Agreement Update/Modifications. This Agreement may be modified upon the delivery of any updates or upgrades to the End User. In such an event, the terms and conditions of this Agreement are Naived and superseded by such subsequent agreement authorized by Mimosa and consented to by End User. Except as otherwise provided above, this Agreement may not be modified or waived except in 3 writing signed by both parties. 3. General. End User acknowledges and agrees that Mimosa may upon reasonable notice to End User, audit or cause a third party to audit your use of Software to determine compliance with the terms this Agreement If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This Agreement is the only agreement between you and Mimosa Nith respect to the Software and if any portion of this agreement is found to be invalid, or not legal, all other terms will continue as valid and legal. This Agreement shall be governed by the laws of the State if California and of the United States, without regard to any conflict of laws provisions, except that the UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT 4PPLY. End User and Mimosa agree to bring any claims arising out of, or related to this Agreement in the state or federal courts located in the Northern District of California, and that End User and Mimosa agree and submit to the personal and exclusive jurisdiction and venue of these courts. f the End User has any questions about this Agreement or desires to contact Mimosa, please send inquiries to: Mimosa Systems, Inc., 3200 Coronado Drive Santa Clara, CA 95054 When requesting open source software, please address to "Attn: Open Source" For all other inquiries, please address to "Attn: End User Inquiry" Mimosa may also be reached though its web site www.mimosasystems.com. third party copyright notices: Portions include MICROSOFT SQL SERVER 2000 DESKTOP ENGINE REDISTRIBUTABLE CODE, Copyright ©1999-2002 Microsoft Corporation. Portions include MICROSOFT Visual Studio REDISTRIBUTABLE CODE, Copyright ©1999-2004 Microsoft Corporation Portions include Icon Experience REDISTRIBUTABLE CODE, Copyright ©2001-2003 INCORS GmbH -All rights reserved. include dtSearch REDISTRIBUTABLE CODE, Copyright ©dtSearch Corp. include MimeType REDISTRIBUTABLE CODE, Copyright ©2003 Jeff Lee. All rights reserved. include PocketSOAP originally developed by Simon Fell. Portions created by Simon Fell are Copyright (C) 2000-2003 Simon Fell. All Rights Reserved. Contributor(s): David Buksbaum Portions include Dynazip REDISTRIBUTABLE CODE, Copyright ©1998 - 2003 Inner Media, Inc. All Rights Reserved. 'ortions include RTF-2-HTML REDISTRIBUTABLE CODE, Copyright EasyByte Software Corporation Ltd. 'ortions include RoboHelp REDISTRIBUTABLE CODE, Copyrighl©1998-2003 eHelp®Corporation. All rights reserved. 1-he license management portion of this Licensee Application is based on: 3entinelLM' ©1989-2005 SafeNe[, Inc. All rights reserved. Sentinel is a registered' trademark of SafeNet, Inc. Mimosa Systems, Inc. Confidential 4/11/2008 Page 3