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HomeMy WebLinkAboutAgreement_General_02/22/2016 AOL TARGE15j IUW DATE of SUBMISSION: 2/9/2016 TargetSolutions LICENSE TERMS: 12 months 10805 RANCHO BERNARDO ROAD, SUITE 200 SAN DIEGO, CA 92127 -5703 877 -944- 6372 - TOLL FREE Proposal To: 858 -592 -6880 - DIRECT / 858- 487 -8762 - FAX Tequesta Fire & Recue Attn: Gary Harris, Lt TS Sales Contact: Rhianna Syvertsen 357 Tequesta Dr, Jupiter, FL 33469 Email: rds @taraetsolutions.com gharris @tequesta.org Phone: 954- 881 -3121 SCHEDULE A RM •DESCRIP`TIONS Premier Membership Platform- Includes complete Learning Management System; ISO Tracker, License Manager, Activities Builder, Course Builder, Test Builder, Policy Dissemination, Task Books, File Center, Calendar, and more. Includes our complete Course Catalog; NFPA/Fire /EVO, Driver Safety, OSHA and Compliance, HR and Employment Practices, and EMS Recertification. Career Tracking Platform - Includes complete Learning Management System; ISO Tracker, License Manager, Activities Builder, Course Builder, Test Builder, Policy Dissemination, Task Books, File Center, Calendar, and more. Includes the following Course Suites; NFPA /Fire /EVO, Driver Safety, OSHA and Compliance, HR and Employment Practices. P i h i �t� 1 } �p� 4 tir'1 (� d y ia ' rx y in►ij.n. f ( � y '��, Yq'ta i 7 nf ' ��� ",tin Premier Membership ($109 /per person) $ 109.00 21 $ 2,289.00 Career Tmeking ($89 /per person) Annual Maintenance Fee $ 395.00 1 $ 395.00 One Time Set Up Fee $ 1,500.00 1 waived TOTAL DUE $ 2,684.00 NOTES: * Billed Upfront, Annually. - O Tev'MkT>a(�, j - /I?'3U gtr n0heL 0 f.gv¢on* A -� v J' ). 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 Platform System Requirements and Platform Solution Description documents listed in detail at the following url: httD://www.tarp,etsolutions.com/clients/ TargelSoltaions, h7c, business proposal pricing is good for 30 days fi•ow Date of Submission listed above. ZARGEM CoLUMN 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 TargetSolulions 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 FITNESS FOR A PARTICULAR PURPOSE, TO services: THE MAXIMUM EXTENT PERMITTED BY 4. Intellectual Property Rights. APPLICABLE LAW. 1.1. Access. TSL will provide Client a non - exclusive, non - transferable, revocable, limited 4.1. Client acknowledges that TSL alone (and 7. Miscellaneous. license to remotely access and use the Services its 7.1. Limitation on Liability Except as it relates e, rights, where applicable) shall own all hts, title and interest in and to TSL's software, hereunder and, unless prohibited by law, will to claims related to Section 4 or Section 7.2 of provide access to any person designated by website or technology, the course content, and this Agreement, (a) in no event shall either party Client ("Users). the Services provided by TSL, as well as any be liable to the other, whether in contract, and all suggestions, ideas, enhancement warranty, fort (including negligence) or 1.2. Avatlabilily TSL shall use commercially requests, feedback, recommendations or other otherwise, for special, incidental, indirect or reasonable efforts to display its content and Information provided by Client, and this consequential damages (including lost profits) coursework for access and use by Client's Users Agreement does not convey to Client any rights arising out of or in connection with this twenty -four (24) hours a day, seven (7) days a of ownership to the same. The TSL name and Agreement; and (b) the total liability of either week, subject to scheduled downtime for routine logo are trademarks of TSL, and no right or party for any and all damages, including, maintenance, emergency maintenance, system license is granted to Client to use them. without limitation, direct damages, shall not outages and other outages beyond TSL's control. 4.2. Except as otherwise agreed in writing or to exceed the amount of the total fees due to, or 1.3. Help Desk TSL will assist Users as needed the extent necessary for Client to use the already paid to, TSL for the preceding twelve on issues relating to usage via e-mail, and a loll Services in accordance with this Agreement, (12) months. free Help Desk five (5) days per week at Client shall not: (i) copy the course content in 7.2 Indemnification TSL shall indemnify and scheduled hours. whole or in part; (ii) display, reproduce, create hold Client harmless from any and all claims, 2. Client's Obligations, derivative works from, transmit, sell, distribute, damages, losses and expenses, including but rent, lease, sublicense, transfer or in any way not limited to reasonable attorney fees, arising 2.1. Compliance. Client shall he responsible for exploit the course content in whole or in part; out of or resulting from any third party claim that Users' compliance with this Agreement, and use (iii) embed the course content into other the Services or any component thereof infringes commercially reasonable efforts to prevent products; (iv) use any trademarks, service or violates any intellectual property right of any unauthorized access to or use of the Services. marks, domain names, logos, or other identifiers person. of TSL or any of its third party suppliers; or (v) .2. Identify Users. Client shall (i) provide a listing 2 2. its entity ale Bent Users; ( cause each reverse engineer, decompile, disassemble, or 7.3. Assignment Neither party may assign or access the source code of any TSL software. delegate its rights or obligations pursuant to this of its Users t complete a profile; (fit) maintain Agreement without the prior written consent of User database by adding and removing Users as 4.3. Client hereby authorizes TSL to share any the other, provided that such consent shall not appropriate. intellectual property owned by Client ('User be unreasonably withheld. Notwithstanding the Generated Content ") that its Users upload to the foregoing. TSL may creel 2.3. Future Functionality. Client agrees that its 9 �ng• Y Y assign or transfer an y Community Resources section of TSUs website purchases hereunder are neither contingent on a a all , its rights without Client consent to an with T unr 3` party customers and users That affiliate, or in connection with a merger, the delivery of any future functionality or features nor dependent on an are unrelated d ac co Client ( "Other TSL acquisition, orate reorganization, or sale of p y public comments regarding Customers "); provided that TSL must provide q � g future functionality or features. notice to Cfienfs users during the upload all or substantially all of Its assets. 3. Fees and Payments. process that such User Generated Content will 7.4. Force Maieure. TSL shall have no liability be shared with such Other TSL Customers. for any failure or delay in performing any of its 3.1. Fees. Client wilt pay for the Services in obligations pursuant to this Agreement due to, accordance with the fee schedule in Schedule A 5. Term. or arising out of, any act not within its control, attached to this Agreement. Fees listed in The term of this Agreement shall commence on Including, without limitation, acts of God, strikes, Schedule A shall be Increased by 2.6% per year the Effective Date, and will remain in full force lockouts, war, riots, lightning, fire, storm, flood, both during the term of this Agreement, as well as and effect for the term Indicated In Schedule A explosion, interruption or delay in power supply, for any renewal terms. ( "Term "). Upon expiration of the Initial Term, computer virus, governmental laws or 3.2. Payments. All fees due under this this agreement shall automatically renew for regulations. Agreement must be paid in United States dollars. successive one (1) year periods (each, a 7.5. No Waiver. No waiver, amendment or Such charges will be made in advance, according "Renewal Term'), unless notice is given by modification of this Agreement shall be effective to the frequency stated in Schedule A. TSL will either party of its intent to terminate the unless in writing and signed by the parties. invoice in advance, and such invoices are due Agreement, at least sixty (60) days prior to the net 30 days from the invoice date. All fees scheduled termination date. 7.6. Severability. If any provision of this collected under this Agreement are fully earned 6. Mutual Warranties and Disclaimer. Agreement is found to be contrary to law by a when due and nonrefundable when paid. court of competent jurisdiction, such provision 3.3. Suspension of Service for Overdue 6.1. Mutual Representations & Warranties. shall be of no force or effect; but the remainder Pay Each party represents and warrants that it has of this Agreement shall continue in full force and Pay ments. Any fees unpaid for more than ten full authority to enter into this Agreement and to effect days past the due date shall bear interest at . 1.5% per month. With fifteen (15) days prior fully perform its obligations hereunder. 7.7, Entire Agreement This Agreement and its written notice, TSL shall have the right, in 6.2. Disclaimer. EXCEPT AS EXPRESSLY exhibits represent the enfire understanding and addition to all other rights and remedies to which PROVIDED HEREIN, NEITHER PARTY agreement between TSL and Client, and TSL may be entitled, to suspend Client's Users' MAKES ANY WARRANTIES OF ANY KIND, supersedes ail other negotiations, proposals, access to the Services until all overdue payments WHETHER EXPRESS, IMPLIED, STATUTORY understandings and representations (written or are paid in full. OR OTHERWISE, INCLUDING ANY oral) made by and between TSL and Client. WARRANTIES OF MERCHANTABILITY OR (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 Client Name: Address: _._-�`"'"'�� ..._.� B . gy �,,,u..-r / � rintedName: Jeff OatI�IOUt PrintedName: I"I.lC.il0.e�f�• ��u�-�D Director of Sales � Title: Title: V) t`(,�, �,� (�0.0� •Q,J� Date: 2�23��6 Date: � 'rj�r.� � ( �i 2 Rev M ADDENDUM Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, the Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.