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QScend Product& Services Schedule B
This Schedule attaches to the MASTER LICENSE AGREEMENT("Agreement")between QScend Technologies,Inc.,("Licensor"),
and the City of Spokane,WA,("Licensee"). Products and Services to be delivered are defined,including fees.Terms are valid
through 8/21/2018 and require the Licensee to deliver a fully executed Agreement with Schedule on or before that date.
DESCRIPTION LICENSE TYPE QTY LICENSE FEE EXTENDED PRICE
Website Redesign: Professional 85 hrs n/a $10,625
• Complete Website Redesign Services
a Responsive Design
• Content Migration(from 27 hrs $2,295
existing site) I, I t
NOT TO EXCEED:$12,900
IN WITNESS WHEREOF,the Parties have caused this Schedule to be duly executed on their behalf,effective from the date set forth below.
ACCE ED.QS .,Technologies,Inc. ACCEPTED:Licensee,City of Spokane Valley,WA
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Signet r e, Signature
- -el Le crite) Mike 5ackson
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Print Name
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Print Title , Print Title
8/24/15
Date Date
Confidential Document - Ver.#080102-1C -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax:(203)759-0519
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• ASCEND MASTER LICENSE AGREEMENT
This MASTER LICENSE AGREEMENT("Agreement")is between QScend Technologies, Inc.,with offices located at 231 Bank
Street,2n°Floor,Waterbury,CT 06702("Licensor"),and the City of Spokane Valley,WA,having its principal place of business
at, 11707 E.Sprague Ave..Suite 106.Spokane Valley,WA 99206("Licensee").
1. License Grant. Licensor grants Licensee, a limited, non-
exclusive, non-transferable License to use licensed
products, as defined in an attached Product & Services
Schedule("Schedule"). As part of this Agreement,Licensor 9. Disclaimer. Except as otherwise set forth herein,Licensor
may provide Professional Services as part of the total disclaims all other Warranties expressed or implied and
software obligation,designed for use by the Licensee. provides the Licensed Products and Deliverables are
•
2. Ownership.The Licensed Materials and any copies thereof provided "as is". Licensor does not warrant that the
are the property of Licensor. The Licensed Materials are Licensed Materials may operate without interruption or be
licensed and not sold and are protected by United States error free.
and international copyright,trademark,trade secret laws,as 10. Limitation of Liability. Licensor shall have no liability for
well as certain international treaty provisions. damages resulting from: hosting inoperability, interruption
due to product or delivered software malfunction, loss of
3. Restrictions. Licensee may not(a)make electronic copies profits, goodwill, damage or loss of data, or any other
of the Licensed Materials(for other than backup purposes); indirect, special, or consequential damage suffered by
(b)rent, lease, sublicense or (c)reverse engineer, Licensee. Licensor will in good faith and using its best
decompile or disassemble the Software. reasonable effort work to resolve any such issue.
4. Fees and Payment. Applicable fees defined in an attached 11. Confidentiality. Licensee acknowledges Licensor's trade
Schedule are (a) due upon receipt of invoice and (b) marked products are the sole property of Licensor and are
exclusive of shipping, applicable taxes, duties or other considered valuable trade secrets. Licensee agrees to
similar fees, all of which are the responsibility of and shall preserve the confidential nature of these trade secrets,as it
be paid by the Licensee. would it's own proprietary information.
5. Upgrades and Support.Licensor may,at its sole discretion, 12. Miscellaneous. Except as may be amended by an
release new versions("Update")of the Software that contain additional Schedule or Addendum, this Agreement is the
improvements or enhancements. If Licensee purchases or complete and the exclusive statement of the mutual
otherwise receives an Update, this Agreement shall be understanding between the parties and supersedes any
extended to include such Update. All other support and other Agreement relating to the Licensor's Software or
maintenance provided are pursuant to the terms of Professional Services provided. Neither the rights nor the
Licensor's Maintenance Support Program. obligations arising under this Agreement are assignable or
transferable by Licensee without Licensor's written consent.
6. Term. This Agreement shall remain in effect unless it is This Agreement shall be construed, adjudicated and
terminated for cause by either party giving a written thirty enforced in accordance with the laws of the State of
(30) day notice of intent to terminate. Upon--termination, Connecticut in the United States of America.Should for any
reason, a provision or part thereof be determined to be
invalid and contrary to, or in conflict with, any existing or
7. Limited Warranty. Licensor warrants that, fora-period-ef future law or regulation of a court or agency having valid
(a)the Software shall jurisdiction, such determination shall not impair the
perform substantially in accordance with its then current operation or affect the remaining provisions. All remaining
functional specifications. This warranty covers only provisions will continue to be in full force and effect,binding
problems reported to Licensor during the license period, the Parties. Licensee shall not export or re-export the 1
providing that the Licensee is current with the Software Licensor's Products without the written consent of Licensor.
Maintenance Support Program. Sections 2,3, 10, 11 and 12 will survive any termination of
this Agreement.
8.Licensee Remedies.Licensee's sole and exclusive remedy, IN WITNESS WHEREOF, the Parties have caused this
under any warranty or legal theory shall be limited to the
repla -- - t of e License• :terials. Agreement to be duly executed on their behalf, effective from
the date set forth below.
•CC % •D: 6,.,c. d echnologies,Inc. AC ^P Licensee,City of Spokane Valley
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Confidential Document - Ver.#080102.1A -QScend Technologies,Inc.231 Bank Street,2"Fl,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519
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QScend Product &Services Schedule A
This Schedule attaches to the MASTER LICENSE AGREEMENT ("Agreement") between QScend Technologies, Inc.,
("Licensor"),and the City of Spokane Valley.WA ("Licensee"). Products and Services to be delivered are defined,including
fees.Terms are valid through 12/31/09 and require the Licensee to deliver a fully executed Agreement with Schedule on or
before that date.
Description License Type Quantity License Fee Extended Price
Website re-design and content migration Services $7,600
Services Subtotal $7,600
Software
QContent—Web content management license Perpetual 1 $24,900 $24.900
QScheduler—online calendars Perpetual 1 Included
QNotify—citizen email notification Perpetual 1 Included
QPolling-online polling and surveys Perpetual 1 Included
I 1
Maintenance and Support—1 year Support Included
.. Software Subtotal $24,900
Onsite Training Training 2 days $6,000
Hosting=1 year Hosting 1 year $2,400
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Total Cost: $40,900
1. Maintenance and support is available beginning ill Year 2 for 20%of the current software price.
2. In the event,for any reason,the Licensor discontinuesi support of the above products and the Licensee is current on
the Software Maintenance Support Program, at the sole discretion of the Licensee, the Licensor will provide the
Licensee the above software products and all related files and documentation that will allow the Licensee the ability
to operate the software remotely. '
IN WITNESS HEREOF,the Parties have caused this Schedule to be duly executed on their behalf,effective from the
date set fort, •elow.
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/./ i / / //ED c s tr Scend Technologies,Inc. A E' t Licensee,City of Spokane Valley,WA
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Confidential Document -Ver.#080102-1A-OScend Technologies,Inc.231 Bank Street,2n4 Fl,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203)759-0519
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