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Customer Softvvare License Agreement
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(Server Version)
THIS CUSTOiY1ER SOFTWARE LICENSE AGREE�ENT (this `:�greement") is made as of _
(the "Effective Date") by and between VLJEWorlcs, LLC, a limited liability
company ("VUEWorks"), with an address at 3650 Avalon Parlc Blvd. East, Suite 200, Orlando,
Florida, USA, and Village of Tequesta, a Local Government ("Customer"), with an address at 901
North Old DiYie Highway, Tequesta, FL 33�-69. VUEWorks and Customer are each also referred
to herein as a"Party" and collectively as the "Parties".
Whereas Customer desires to license and implement, and VUEWorks desires to provide, the
"VIIETVo�ks Softwaae" described in this Agreement. Therefore, in consideration of the mutual
duties and obligation set forth herein, the Parties hereby mutually agree to the ter��ns and conditions
as provided in this Agreement.
VUEWORI�S AND CUSTOMER HAVE EACH READ AND AGREE 'TO BE LEGALLY
BOUND BY THE ATTACHED T�RIVIS AND CONDITIONS AND THE ACCOMPANYING
O�ER �Olf�ll�, ALL OF WHICH ARE INCORPORATED FULLY INTO THIS
AGREEIVIENT, AND HAVE CAUSED THIS AGREENIENT TO BE EXECUTED BY THEIR
DULY AUTHORIZED REPRESENTATIVES BELOW.
ACCEPTED BY ACCEPTED BY:
VILLAGE OF TEQUESTA VUEWo��s, LLC
Signature Date Signature --�te -
Printed Name Printed Nalne
Title Title
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VdJEW�rks, lC,i,�
Custotner Sof4�vare License Agreeanent
(Server Version)
TE121VIS AND CONI)ITIONS
Please Note: Customer is purchasing a shipping and insurance, if applicable, shall be
license to use the V�TEWorks Software. paid and borne by Customer. Prices do not
The VUEWorks Software is owned and include federal, state or local t�Yes, excise
remaiais the property of VLTEWoa-ks and taYes, tariffs or duties. Customer agrees to
ats lieensors and is proteeted bg� eopyright pay a(1 such taxes orto reimburse VUFWorlcs
and other intellectual property laws and for such taxes that VUCWorks may be
internatioual treaties. ree.1uired to pay. Customer agrees to pay all
fees set forth on the ORDER FORNI (the
1. Grant of Custorrber Ilic�nse. The "�+ees") on a net 30 days from invoice date.
VLJEWorksT"' software �roduct(s) identified Late payinents are subject to an interest charge
on EYhibit A, attached hereto and made a part of the lesser of (i) one and one-half percent
hereof, in object code format, along with any (1.�°io) per month of the overdue amount or
Customer docuinentation provided to (ii) the maximum amount perinitted under
Custoiner by VUEWorks hereunder applicable law. In the event that any unpaid
(collectively, "VU�W�rks Sof�vare") are amounts are referred to collection, Customer
licensed, not sold, to Customer for use solely shall rei�nburse VUEWorks for �ll casts and
under the terms of this Agreement. Subject to expenses of collection, including all
the timely payment by �ustonzer of the Fees reasonable attorneys' fees incuned.
(as hereafter defined), VUEWorics hereby Customer agrees that it will not clirectly or
grants to Customer a limited, noneYClusive, indirectly eYport or re-eYport the VUEWorlcs
non-sub-licensable, nontransferable, license Sofiware, in whole or in part, or any technical
to use the VUEWorks Software, in object clata relating thereto, to any country, person, or
code, solely for the internal business purpose entity subject to U.S. export restrictions.
or municipal purpose, as applicable, of Customer specifically agrees not to eYport or
Customer on a single server with up to the re-export VUEWorks Software (a) to any
number of concurrent users as specified in any country that the U.S. has embargoed or
applicable ORDER FORM. VLTEWorlts shall restricted the expol of gaods or services or (b)
have the right to audit, either on-site or to any national or resident of any such country
remotely, the number of users and use of the tivho intends to transmit or transport the
software in accordance �vith the tenns and pmducts back to such country.
conditions herein upon reasonable notice.
Customer agrees to provide VUEWorks 3. 1Vlain#enanee and 'I'echnic�l
access to servers, computers, records, etc. in �u�s�sor#. Maintenance and Technical
conjunction with this audit provision. Support services are available directly by
VUEWorks or the VtTEWorlcs authorized
2. �elivery, I'�es ancl Pavme�t `I'vr�s. representative designated in the ORI3ER
The terms and conditions stated herein shall FORM per the terms of this Agreement or the
control for all purchases of VUEWorks terms of a separate Maintenance and
products. All VUEWorI<s prices are F.O.B. Technical Support Agreement. Such services
WEWorks' office address. Costs of are subject to tl�e timel}� payment of the
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applicable Nlaintenance and Technical copyright, trademarl<, proprietary righis,
Support fees set forth in the ORDER FOR1V1. disclaimer, or ���arning notice i�lcluded on or
Annual maintenance ancl hosting will be embedded in any part �f the VLiEU'orks
invoiced in full starting on the "Go Live" date Softtivare, or (iii) interfere with or disrupt the
as determined by VUEWorks (or the integrity of the VUEtiUorks Soft�vare.
anniversary thereof, as applicable). The Customer may not rent, lease, sublease, re-
Maintenance and Support shall extend for a license or otherwise malce available the
one (1) year terin and �vill automatically VtJEWorks Software (other than allotiving
renew for successive one ( I) year terms access to Customer's data thi•ough the use of
unless either party terminates this Agreement the VUEWorics Soft�vare), in whole or in part,
in writing thirty (30) days prior to the to third parties or use the VUEWorlcs
eYpiration of then current tenn of this Software as part of a coinmercial service
Agreement. The Fee shall be due and bureau, outsourcing, timesharing, or affiliate
payable upon receipt of the invoice. program enviromnent. Without in any way
Technical support shall be provided in limiting the foregoing, if Customer, directly or
accordance �vith the tenns o[' the through a third party, makes an}•� Derivative ,
Maintenance and Technical Suppoi Policy (as hereafter defined) of the VL�EWorks
attached hereto as EYhibit B. Software, Customer ackno�vledges and agrees
that all such Derivatives are the sole property
4. I�tellecte��� 1'ro�erty 12i�hts �nd of VUEWorks, and all such use of the
License Res�rie�imns. The VUEWorI<s Derivatives is eYpressly subjectto the ter�ns of
Software, and all components there�f and all this Agreelnent. Customer irrevocably grants,
proprietary materials used by VUEWorks, or transfers, and assigns to VUEWorlcs, without
delivered or provided by VUEWorlcs to reservation, a �vorld�vicie otivnership right, title
Customer in the course of this Agreement is, aild interest in and to all Derivatives of the
and shall at all times remain, the sole and VUEWorks Softtivare, which Customer m�y
exclusive property of VUEWorks or its have or acquire, by operation of law or
licensors, including, �vithout limitation, all otherwise. Custo�ner Further hereby
worldwide In#ellectual Property Rights irrevocably transfers and assigns to
embodied in, related to, or represented by, the VUEWorlcs any and all moral rights that
VUEWorks Software or any version thereo£ Custo�ner may have in such Derivatives, and
"Iaateilectua9 �raper#g� 12ights" means, hereby forever waives anc� agrees never to
collectively, rights under patent, trademarlc, assert any and all moral rights it may have
copyright and trade secret laws, and any other therein. Customer, at the written request and
intellectual property or proprietary rights expense of VLBWorlcs, agrees to ezecute any
recognized in any country or jurisdiction and all documentation necessary to formally
worldwide, including moral rights and transfer such rights to VU�Works.
similar rights. "De�ivatis�e(�)" means an adaptation,
enhancement, im�rove�nent, . modification,
�LZStomer may not directly or indirectly copy, revision, derivation, or translation.
alter, modify, adapt, translate, or create
derivative worlcs based upon the VUEWorlcs �. Ct3il�➢id�ffi�fl�Ifl�' As used herein,
Software or any part of ii. Customer may not "Disclosing Part_y" and "Recipient" refer
directly or indirectly (i) de-compile, reverse respectively to the Party which discloses
engineer, disassemble or otherwise reduce the infonnation and t11e Party to �vhich
VUEWorI<s Software, or (ii) remove any inCormation is disclosed in a given eYChange.
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Either VLJEWorks or Customer ma�' be cooperate �vith the other Party's efforts to
deemed Disclosing Party or Recipienf ��btain reasonable assurances that
depending on the circumstances of a cc�nfidential treatment will be accorded to the
particular communication or transfer of inFormation so disclosed. Each Party
informatian. Recipienf will hold the acknowledges that the other Party� will suffer
Confidential Infon�nation (as hereafter irreparable injury as a result of any misuse,
defined) of the Disclosing Party in disclosure or duplication of its Confidential
confidence, using the same degree of care Information by the other Party in violation of
that it uses to protect its own information of this clause. Accordingly, the injured Party
similar importance, but will in any case use shall be entitled in such event to seelc
no less than a reasonable degree of care to injunctive relief, without proving actual
protect Confidential Information. Recipient damage or posting a bond or �ther security,
will not directly or indirectly disclose in addition to any other applicable re�nedies,
Confidential Information or any part thereof including the recovery of damages. Such
to any third party without Disclosing Party's Party shall be entitled to recover its costs and
advance express �vritten authorization to do fees, including reasonable attorneys' fees,
so. Recipient may disclose Confidential incurred in obtaining such relief.
Information only to its employees or agents "Coa►4identi�l Inforni�tion" means all
in the noi course of its business and onl�� nonpublic information and material that from
on a need-to-kno�v basis; provided; each such all tl�e relevant circumstances should
employee or agent must either have agreed in reasonably be assumed to be propriet�ry or
writing to comply with confidentillity other�vise confidential. C;onfidential
obligations no less restrictive than those set Information of VUCWorks includes, but is
forth herein or must be bound by an ethical not limited to, nonpublic information related
duty of confidentiality that would prohibit to the details and components of the
disclosure of such Confidential Information. VUEWorI<s Software and the tenns of this
Notwithstanding the forgoing, a Party will Agreement, including those related to
llot be prohibited from disclosing the pricing. "ConFidential Infonnation" does not
Confidential Information to the extent include inFormation tl�at (a) is or becomes
required by applicable la�v, statute, rule, general(y known to the public or made
regulation, or regulatory or administrative available on the Internet at any time by any
body. If disclosuce is required by law, statute, means other than a breach of the obligations
rule, regulation, or regulatory or under this Agreement of a Receiving Party;
administrative body (including any subpoena (b} is received by the Receiving Party from a
or other similar form of process), the Party to third party who had a lawful right �vithout
tivhich the request for disclosure is made shall restriction to disclose such information; or (c)
(to the extent permissible by law) provide the is independently developed by the Receiving
other Party with prior prompt written notice Party.
thereof and, if practicable under the
circumstances, allotiv the other Party to seek �6. VVa�r�nty. VUEWorlcs represents
a restraining order or other appropriate relief. and warrants that it has the rights to grant the
The Party required to make such disclosure license and other rights to �ustomer
will cooperate with the efforts of the other hereunder, the VUEWorks Soft�vare supplied
Party in obtaining such relief. If such relief by it under this Agreement tivill not infringe
cannot be obtained, the Part�� rec�uired to upon the copyright or trademark of an}•� third
discl�se the Confidential Information shal( party and the VUEWorks Soft�vare media
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provided hereiinder to be free uf defects for a thai Customer's use of the VtIEW'orks
period of ninety (90) c]a_ys from the date of Software is not in accor�lance �vith this
purchase. During this period, VLJEWorks Agreement.
�vill replace at nc� cost anv such defective
media returned to VUEWorlcs. If any VUEWorks Soft�vare beconles, or in
VL1EWorlcs' opinion is likely to become, the
7. Exclusive iZemedv. Customers exclusive subject of a claim of infringement,
reinedy and VUEWorics' entire liability for VLJEWorI<s will, at its option, (i} procure For
breach of tihe limited warranties set forth in Customer the right to continue using the
this Agreement shall be limited, at VUEWorI<s Software; (ii) replace the
VtTEWorlcs' sole discretion, to (i) VUEWorlcs Software with a non-inFringing
replacement of any defective media; (ii) product substantially complying with the
repair, correction, or a workaround for VUEWorlcs Soft�vare's specifications and
VUEWorks' Softw�re, provided that functionality; (iii) modify the VUEWorlcs
Customer is current tivith Nlaintenance and Software so it becomes non-infringing and
Support fees, or (iii) return of the Fees paid performs in a substantially similar manner to
by Customer for the VUEWorks Softtivare the original VUEWorks Software; or (iv)
that does not meet VUEWorlcs' limited terminate the license, in �vhole or in part, to the
warranty, provided that (i) Customer affected VLTEWorks Soft�vare and
uninstalls, removes, and destroys all copies VLTEWorlcs will refitnd any prepaicl fees �vith
of VUEWorI<s Software and any respect to the affected VUEWorlcs Softrvare.
documentation in connection therewith and This Section states the entire liability of
(ii) eYecutes and delivers evidence of such VUEWori<s, its affiliate and representatives
actions to VUEWorks. for infringement by any VUCWorlcs Soft�vare.
�. Ifl�d�mni�"acation. (b) Custo�ner agrees to indemnify and hold
(a) VUEWorics agrees to indemnify and hold harmless VUEWorI<s and its officers,
harmless Customer and its officers, directors, directors, members, agents and employees
agents and employees From and against any from and against any and all claims, costs,
and all claims, costs, dainages, losses, darnages, losses, liabilities and eYpenses
liabilities and expenses (including reasonable (including reasonable attorneys' fees and
attorneys' fees 1nd costs) attributable to the costs) arising out of any claim or suit which
use of the VUEWorI<s Softtivare infringing ma}� be brought or made against VUEWorks
the U.S. patent or capyright or utilizing the arising from (i) the combination, operation,
trade secret misappropriation from any third or use of the VUE�Vorlcs Soft�vare with any
party, provided that Custolner pro�nptly third party goods or services not specifically
notiFy VUEWorI<s in writing of any and all provided or authorized by VU�Works, if
]rnown threats, claims and proceedings such claim oF infringement would have been
related thereto. The foregoing obligation of avoided but for such combination, operation,
WEWorlcs does not apply with respect to or use, (ii) any modification, alteratiion, or
any intellectual property (a) not supplied by other changes to the VUEWorlcs Software
VUEWorlcs, (b) combined with other created by or on behalf of Customer by a
products, processes or lx�aterials, to the eYtent party other than VUEWorks, (iii) any
the alleged infringement relates to such unauthorized use ofthe VLtEWorks Software
combination and such combination was not by Customer, or {iv) the breach by Custo�ner
authorized b_y VUEWorks, or (c) to the eYtent of any provision of this Agreement.
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SOFTWARE IS PRODUCED ".�S IS".
(c) The Parties agree that the inde�nnification VUEVdORICS NIAKES N�
obligations set forth above shall be REPRESENTATIONS OR WARRANTIES,
conditioned upon the indemnified Party (i) CXPRESS OR INIPLICD, REGARDING
promptly notifying the indemnifying Party of TI-IE THIRD PARTY SOFTWARE,
such claim, (ii) providing the indemnifying INCLUDING, WITHOLJT LIIVIITATION,
Party with the right to defend or settle such �NY IMPLIED WARRANTIES OF
claim, including selection of defense counsel, MERCHANTIBILITY OR FITNESS FOR A
and (iii) providing the indemnifying Party� PARTICULAR PURPOSE, REGARDING
with good faith assistance in the defense or THE VUEWORKS SOFTWARE, AND/OR
settlement of such claims. Subject to the ITS USE AND OPERATION.
foregoing, the indelnnified Party shall have
the right to participate at its own expense in
any indemnification actio�l or related LICENSE FEES PAID FOR THE
settleinent negotiations using counsel of its VUEWORKS SOFTWARE DO NOT
orvn choice. Neither Party may consent to the INLCLIDE ANY C�NSIDERATION FOR
entty of any judgment or enter into any ASSUMPTION OF THE RISK AND IN NO
settlement that adversely affects the rights or EVENT, OTHER THAN WITH RESPECT
interests of the other Partv without such TO THF, PARTIES' CONFIDENTIALITY
Party's prior rvritten consent, which may not AND INDEMNIFICATION
be unreasonably withheld. OBLIGATIONS HEREUNDER, SHALL
EITHER PARTY BE LIABLE FOR ANY
9. I)isclai�r►er at�d �aareitat�ons �af EXEMPLARY, SPCCIAL, 1NCIDENTAL,
Liabilitv. VUEWORKS AND ITS INDIRECT OR CONSEQUENTIAL
LICENSORS DO N�T REPRESENT flR DAMAGES (INCLLIDING LOSS OF
WARRANT THAT (i} THE USE OF THE PROFIT, REVEI�f LIE, OR DATA},
SOF'TWARE �,VILL BE SECURE, ARISING OUT OF OR RELATING TO
UNITERUPTED OR ERROR FREE OR (ii) THIS AGREENIENT EVEN IF THE
THE SOFTWARE WiLL MEET OTHER PARTY HAS BEEN ADVISED OF
CUSTOMER'S REQUIREMENTS. THE POSSIBILITY flF SUCH
EXCEPT AS EXPRESSLY PROVIDED POTENTIAL LOSS OR DANIAUES, OR
HEREIN, THE SOFT�IARE IS PROVIDED FOR ANY INTERUPTION,
TO CUSTOMER "AS-IS". VUEWORKS 1NACCURACY, CRROR OR
DISCLAIMS ALL OTHER ONINIISSION, REGARDLESS OF CALISE,
REPRESENTATIONS AND IN THE VUEWORKS SOFTWARE. Il�I NO
WARRANTIES, WHETHER EXPRESS, EVENT SHALL THE AGGREGATE
IMPLIED OR STATUTORY, LIABILITY t�F VUEWORI<S E�CEED
INCLUDING, WITHOUT LIMITATION, THE AMOUI�tT OF LICENSE FC�S
ANY IIv1PLIED WARRANTIES OF ACTUALLY PAII� BY CUSTflNIER TO
MERCHANTIBILITY OR FITNESS FOR �1 VL1EWflRI�S.
PARTICLTLAR PURPOSE, REGARDING
THE VUEWORKS SOFTWARE, AND/�R THIS AGREENIENT PROVIDES
ITS USE AND OPERATION. CLISTONIER WITH SPECIFIED LEGAL
FIGHTS AND CUSTOIVIER NIAY H�VE
ALL THIRD PARTY SOFTW�RE OTHER RIGHTS THAT VARY FROM
INCORPORATED IN THE LI�ENSED JUSRISDUCTION TO JUSRISDICTIOI'�i.
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SONIE, JUI:ISDICTIONS DO N01' ALLUW and obligations, which by lheir natuce would
THE EXCLUSIONS OR LINIITATIONS OP continue beyon� the eYpiration or
WARRANTiES, SO THE ABOVE termination of this Agreement, inciue�ing, but
WARRANTY, DISCLAIIVIER AND not limited to, Sections 2, 4, �, 6, 7, �, 9, 10,
LIMITATIONS OP LIABILITY OR l 1, l 2 and 13, shall survive any tennination
EXCLUSIONS MAY NOT APPLY. or eYpiration of this Agreement.
10. �'erm and Termination. This 11. �xemption under Pnb�ic 12ecords
Agreeinent shall commence on the Effective Disclosure Laws. In the event Customer is a
Date and shall continue until all ORDEK government entity subject to state or federal
FORNIS issued hereunder have eYpired or public records disclosure la4v, it expressl}`
have been terminated, unless ter�ninated in acicno���ledges and agrees that all
accordance with the termination procedures VUEWorks' Confidenti�l Information and
set forth herein or as otherwise provided Intellectual Property� Rights constitutes
herein. Either Party may terminate this and/or will constitute "trade secrets" as
Agreement upon written notice to the other defined by the Llniform Trade Secrets Act as
Party if the other Party materially breaches enacted, and/or pursuant to other applicable
any obligation anc� fails to cure such breach state or federal law. VUEWorks eYpressly
within thirty (30) days after receiving written claims exenlption from disclosure af this
notice thereof (such notice pr�viding speciCc Agreement under any public records la�v that
details of such brelch). Either Party shall also is or nlay be applicable to this Agreemei�t.
have the right to terminate this Agreement Customer agrees that prior to any statutorily
upon written notice to the other Party if the mandatory disclosure of such VUEWorI<s'
other Party: (i) tenninates or ceases operating Conficlential Information and/or Intellectual
its business in the normal course; (ii) becomes Property Rights, it �vill prompi:ly notify
subject to any bankruptcy or insolvency VUEWorlcs of any request for disclosure so
proceeding under federal or state stltute; (iii) that VUEWorks may talce such action or
becomes insolvent or becomes subject to actions it deems necessary to prevent such
direct control by a trustee, receiver or similar disclosure.
authority; or (iv) has wounci up liquidated,
voluntarily or otherwise, and in the case of (ii) 12. �overnan� La�v. This Agreemei�t will
and (iii), above, if the condition has not been be gover�led by and colzstruecl, interpreteci
cured witl�in sixty (60) days. L�pon the and enforced in accordance �vith the laws of
termination or expiration of this Agreement, the State of Florida, without giving effect to
upon a request by either Party hereto: (i) all any provisioils relating to conflicts of la�vs
outstandi»g payments to the other Party shall that would cequire the la�vs of another
promptly be paid in full; (ii) all Confidential jurisdiction to apply. The Parties agree that
InPormation of one Party in the passession of any litigation pertaining to this Agreement
the other shall be promptly returned (or, ai.the shall eYClusively be in the state and federal
other Part}�'s written instruction, destroyed). courts locatecl in Orange County, Florida.
Upon terinination or expiration �f tl�is The Parties hereby waive any objections
�greement, Customer agrees, at the optiun of based upon the jurisdiction, forum, or venue
VUEWorks, to return or destroy/disable the of such courts
VllEWorics Suftware so that it is no longer
usable anc) to make no Further use of the i3. �en�� T'era�as.
VIJEWorks Software. The Parties' rights
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(a} r�ssignment. Except in the case uf any proceeding. Deliver�� of an executec(
assign�nent to the sun�iving entity in the counterpart signature page by facsimile or
event of a merger or other business PDF is as effective as eYecuting ancl
combination involving a Party, or to the delivering this Agreement in the presence of
purchaser af all or substantially all of a the other Parties to this Agreement. This
Part;�'s assets or voting stock, this Agreement Agreement is effective upon delivery of one
may not be assigned, or otherwise transferred executed counterpart from each Party to the
by either Party in w�hole, or in part, without other Party(ies).
the express prior written consent of the other
Party. 5uch consent tivill not be unreasonably (� Entire Agreegnent. This is the entire
withheld. All terms and conditions �f this agreement between the Parties relating to the
Agreement shall be binding upon and shall subject matter herein and supersedes any
inure to the benefit of the Parties to this prior representations or agreeinents, oral or
Agreement and their respective successors written and all other coinmunications. This
and permitted assigns. Agreement will not be varied eYCept in
�vriting, signed by the Parties. Except as
(b) �orporate Authorflty. �ach Party otherwise explicitly provided in this
represents and warrants that the person Agreement, the provisions of this Agreelnent
executing this Agreement is duly shall control and prevail over any conflicting
autllorized to bind and to act on beha(f of its provisions in any proposal, purchase order,
respective entity and that this Agreement is acceptance notice or other document attached
binding upon said entity in accordance �vith hereto and/or related to the subject matter of
this Agreement's terms. this Agreement.
(c) �aa�pliaigc� vvith I,�ws. Customer �vill {g) �'�rce 1Vl�jeure. Neither party shall be
coinply �vith all federal, state, and local laws, liable to the other for delays or Failure of
codes, ordinances, rules, ancl regulations in performance (other than the failure to malce
its use of the UUEWorks Software, and in any payment �vhen due) resulting from acts
performing its duties, responsibilities, and beyond the reasonable control of such party,
obligations pursuant to t11is Agreeinent. including, but not limited to, acts of God,
governmental orders or restrictions, strilces,
(d) I'revailing Party. The prevailing Party terrorism, power failures, riots, fires, floods
in any action or proceeding relating to this or other natural disasters.
Agreement shall be entitled to recover
reasonable attorne_ys' fees and other costs (h) He�dings and Captaons. The descriptive
From the non-prevailing Party, in addition to headings of the articles, sections and
any other relief to which such prevailing subsections of this Agreement are for
Party is entitled. convenience only and do not constitute a part
of this Agreelnent.
(e) Caunterparts. The Parties may execute
this Agreement in multiple counterparts, each (i) Interpi etatioa�s. The Parties agree that
of which constitutes an original, and all of the ternzs and conditions of this
which, collectively, constitute onl une �greement are a result of mutual
agreement. This Agreement may be executed negotiations. ThereFore, the rule of
by facsimile or PDF. Said facsimile or PDF construction that any ambiguity shall apply
shall be deemecl an original and fully against the drafter is not applicable and �vill
enforceable and admissible in any legal not apply to this Agreement. Any ambiguities
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shall be reasonably construed as to its fair as part of this :�greement one or more
meaning anc� not strictly for or against one provisions as similar in terms and effect as
Party regardless of who autllcired the may be legal, valid and enforceable under
ambiguous language. applicable law.
(j} No Waiver. � Party does not waive an�r (m) Notices. Any notice, request,
right under this Agreement by Failing to insist instruction, or other comnzunication required
on compliance with any term of this or permitted to be given under this
Agreement or by failing to exercise any right Agreeinent shall be in writing, delivered to
hereL�nder. Any �vaiver granted hereunder is 1:he addresses first set forth above, to the
effective only if it is written and signed b_y� t11e attention of Chief Operating Officer, rvith
Party granting such waiver. A waiver of any respect to VUEWorks, and to the attention of
provision of this Agreement shall not imply a Chief Operating Officer, �vith respect to the
subseauent waiver of that or any other Ctiistomer. Copies of all notices to
provision of this Agreement. VUEWorlcs shall also be delivered to David
G. Mitchell, PA, Suite �00, 3780 Sand Lake
(k) I'ublicity. Neither Party shall use the Road, Orlando, Florida 32819 Attention:
other Party's name or refer to the other David G. Mitchell. All such notices shall be
P�rty directly or indirectly in �ny media effectively given: (i) upon personal delivery
release, public announcement, or public to the Party to be notified; or (ii) upon receipt
disclosure relating to this Agreement or its when delivered by a nationally recognized
subject matter, including any promotion�l overnight courier, with written verification of
or marketing materials, lists, referral lists, receipt; or (iii) upon receipt as indicated by
or business presentations, withoutwritten the date on the signecl receipt when delivered
consent from the other Party for each such by registered or certified mail, return receipt
use or release. Such approval will not be requested and postage prepaid.
unreasonably withheld.
(n) 'I'laird �aa �e�e�iciaries. This
(1) Severability. If any provision of this �greement is for the benefit of VUEWorlcs
Agreement is determined to be illegal, invalid and the Customer and not for the benefit of
or unenforceable by a competent court or any other party.
tribunal, the validity and enforceability of the
remaining provisions will not be affected
and, in lieu of such illegal, invalid or
unenforceable provision, there will be added End of TERtli1SAND CONDITIONS
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VLT��ar�s Software Product(s)
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�SddiEicaal.5"axgleiTserWark4rdcrE�cense{s} �7000A Unl
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3dditioaal.Single UserRislcLicease,(s) SSD46 �D IInl
'�Vor� Eraluatioa (FirstSingis L7serLicsnsa) 52,�00-'Qti IIHl ELA
Eid�tioaal$�agte[Iser4*aYixatian.Issense(s}_ 550004 UaI
��EiForks�+BudgetForecastmg.{I�'irstSir�laiTsarLicersej �2,{}E�Q.t3Q Usl
Addi�ioaat$ingte-UserBudgetFosecastingLicense(s) �U0:00 �tn
ae�s�+ Prajects (FirstSir�Is UserZicensej $�,40d.flQ IInt
�dditiastal Siagle UserPrnjects I.icense{s} _ �00_40 IInI
3?fJE�orIcs� �n�e�rOE {h'rstS'vgla L�ssrLiceiase) $S,QE#D.Ut} IInl
Ad3itioual Single UserMofri[e�tTE License(s) 5300.�6 FJnt
«v���:�s�r����r� ��r�,�rea��� ��,t�.�o uni
��orIrs� Caslvmer&eqaesrrortal{[rntrmiteausers} $`2,t)Dd.� � .
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E?LI�IBI`T �
iVIAINTENANC� & 'I'�CI�NI�AL ST7�P�R'i' P�I.IC�r
1. VUF,Worlcs technical support is available from 8:OOam to �:OOpm, Eastern Time, on all
weekdays other than Federal holidays. VUEWorks' support includes ans�vering questions
from Customer over the telephone or email, and the commercially reasonable effort to have
the VUEWorlcs Software functioning properly in accordance with the documented product
features and specifications.
2. VUEWorks Support must be initiated either through calling the support liile (800} 252-
2402 a2 or Support Email: support(cu,vtteworks.com. VUEV�'orks recommends the use of
email as it serves as a written record of the event.
3. Customer shall designate one individual to serve as the primary support c�ntact for
requests. Additionally, Customer nlay designate as many as two (2) more secondary
individuals who may contact Vt1EWorks directly for support issues. Other arrangements
�vill be addressed on a case by case basis and must be agreed to in tivriti��g by Customer
and VUEWorks.
4. The initial contact whether invol<ed by einail or telephone for a particular issue defines the
beginning of a support incident.
5. In cases where a VUEWorlcs staff inember is unable to answer the phone, or when the
Customer uses email for a support request, Customer will include in the inessage their
name, their organization, a thorough description of the steps that preceded the problem,
and a call bacic number. Screen shots and complete descriptions of the problem, activities
leading to the problern and any related detail are most helpful. VUEWorlcs may not be
able to respond if this information is not provided.
6. Common 'rncidents include operational questions, improvelnent suggestions, problems
related to changes in the Custoiners' GIS environment, problems related to changes in the
customers' VUEWorlcs ii�npleinentation, and problems related to defects in the softtivare.
a. If the incident involves a defecl: in the VUEWorks software, VUEWorks will
provide the commerciall}� reasonable effort to fix the defect(s) at no charge.
i. A defect is defined as an issue with the soft�vare during the normal course
oroperation where the soft�vare does not function as docLimented due to an
error in the software code.
ii. A defect is often, but not always, accompanied by an error message.
iii. VUEWorI<s softw�re has many depende�lcies th�k could generate error
messages that are delivered through VUEWorlcs but are
not VUEWorks software defects. These include but are not limited to:
1. �SRI GIS Software (ArcGIS Server or ArcINIS)
2. IVIS SQL Server
3. Server operating system
4. Permissions
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�. Ilard�vare
6. Net�vork connectivity
7. Individual Cuslomer computer issues
a. Individual Customer computer issues are identified tivhen tlle
issue occurs on a limited number of computers but n�t on all
computers using the sa�ne VUEWorlcs user login.
b. VUE�'orlcs reserves the right to determine if an issue is caused by a VUEWorks
soft�vare deCect or not
7. If the issue is determined to be anything other than a deFect in the VUEWorks soft�vare
code then VUEWorks will provide up to 30 minutes of technical support at no charge,
followed by a charge of two hundred dc�llars ($200) pen c��ur per incident.
8. VU�Works tecl�nical services do not include support for ESRI Software. While
VUEWorlcs staff may attempt, at its sole discretion, to resolve issues stemming from ESRI
Softtivare, the Customer recognizes that these types oE issues are best supported through
ESRI's many support channels.
9. VUEWorks handles incident reports in the Following inanner
Each incident logged �vill be given a priority oF � to 4 as deterinined by VUCWorics
technical suppot staf£ VUEWorks will first attempt to resolve the issue with the Customer
upon inilial response. If the issue cannol be resolved during initial response then
VUEWorlcs will respond to the request depending �n the prioritti- of the issue as defined in
the following sections:
a. Priority 0. Critical Issue. VI1EU/orlcs will start working on the issue within 4
business hours of initial response and continue to �varlc on the issue during narmal
business l�ours until the issue is resolved. Examples of Critical Issues:
i. No user at the Ctistomer site can log on to VUEWorI<s
ii. The map does not display on any user co�nputer at lhe Customer's site.
iii. No user at the Customer's site can create a Service Call or Worl< Order
b. Priority 1. Severe Issue. VUEWorks �vill start working on the issue within one
business day of initial response ancl continue to worlc on the issue during nc�rmal
business hours �intil the issue is resolved if any of the following occurs:
i. VUEVG�orlcs generates information that is obviously and substantially
incorrect
ii. A feature produces error messages that causes an application feature to stop
fimctioning or not produ�e results
c. Priority 2. Important Issue. If the issue cannot be res�lved thraugh the initial
response process then VUEWorks will start rvorking.on the issue �vithin 5 business
days and resolve the issue �vithin 3U days thereafter if any of the following occurs:
i. An issue reported by Customer that can be resolved by providing help on
using a speci�c feature
ii. Issues that �ause an error message but do not cause the application to stop
fimctioning or create results that are substantially incorrect
iii. Issues acknowledged by V L1EWor1<s as a derect that can be avoided �vithout
loss of fiinctionality through a �vork arouncl process
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d. Priority 3. Lotiv priorit�� issues. If the issue cannot be resolved through the initi�l
response process then VUEVvorks will docwnent the issue but n��t be obligated to
respond �vithin am specific time frame for the following types of issues:
i. Issues or q�aes�ions that are not directlg� related to the f�nctioa��lity o�
the product
ii. Non-contractual application enhancement reyuest (the "Wishlist"). � non-
contracttial request to provide features in VUEWori<s that are not in t11e
current product.
e. Priority 4. Issue is iiot directiy related to VCTEWorks sofiware. if an assue is
detergniued �o be rel�ted ta hardware, bro`vser, c�r opera�ang system
�nalfunction V�T�Works �ill notify Custoaaier that #he issue �aa�st be resolved
by the Customer. 'I'hese cases are usually substantiated if the �ssue occurs on
oYaly one user coanput�r and cannot be replicated on another user coinputer �r
at VTJEWorks' test end�irc�nme�it.
VUE�orks, LI,C �i'l�� �d'OV1f�C C01111T18�'Cia`L�IV reasoa�able �ffor� based an the
above guidelines. �f it as determined t�at �he effort requ�red to �esolve �he assue
is not anc�uded i�a this A�►�a��l 1Vlaintenauce and Support policy, work `v�Il sto�
ancl the Custorrier �ill �e �dvised that t�ae zvoi•1� is �ao# cov�red. At V�J�Works
discr�tion, �he eustoa�ner may be provic��cd �n aptaon for �T�`Vorks t+�
eontiBiue �he `����-� at a� agreed to eos# �nd sco�e.
10. Dir°ect SeYVer Access: In order for VUE1ATOrlcs to provide adequate support the Custoiner
agrees to provide VUEWorks the means to remotely control and transfer files �vith the
Custiomer's VUE�Vorks server, the GIS server and the SQL server through the Internet.
a. UUEWorks recominends LogNleIn soft�vare for remote access but will �vork with
any coinmercia(ly acceptable s_ystem that provides remote col�trol ancl file transfer
capabilities as preferred by the Customer
b. This requirement allows VUEWorlcs support staff to:
i. Offer the Custo��ner software update services to install patches, updates, and
upgrades that would otherwise require Customer resources
ii. Ability For VUEWorlcs staff to direetly operate VUEWorlcs at the Customer
site for the purpose of investigating issues reported by the Customer
iii. Attempt to resolve issues remotely that would otherwise require an On-Site
V1SIt
c. �ustomers Lmderstands and agrees that if remote access to Customers servers is not
provided then the ali response times documerlted in item 10 above will not apply.
i. VUEWorks agrees to not access any other data or applications other than
required for VUEWorlcs support purposes.
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