09-213.00 QScend Technologies, IncA i l
ASCEND MASTER LICENSE AGREEMENT
QScend
Technolo� cs. i Inc.
This MASTER LICENSE AGREEMENT ( " Agreement ") is between QScend Technologies, Inc., with offices located at 231 Bank
Street, 2 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
may provide Professional Services as part of the total
software obligation, designed for use by the Licensee.
2. Ownership The Licensed Materials and any copies thereof
are the property of Licensor. The Licensed Materials are
licensed and not sold and are protected by United States
and international copyright, trademark, trade secret laws, as
well as certain international treaty provisions.
3. Restrictions Licensee may not (a) make electronic copies
of the Licensed Materials (for other than backup purposes);
(b) rent, lease, sublicense or (c) reverse engineer,
decompile or disassemble the Software.
4. Fees and Payment Applicable fees defined in an attached
Schedule are (a) due upon receipt of invoice and (b)
exclusive of shipping, applicable taxes, duties or other
similar fees, all of which are the responsibility of and shall
be paid by the Licensee.
5. Upgrades and Support Licensor may, at its sole discretion,
release new versions ( "Update ") of the Software that contain
improvements or enhancements. If Licensee purchases or
otherwise receives an Update, this Agreement shall be
extended to include such Update. All other support and
maintenance provided are pursuant to the terms of
Licensors Maintenance Support Program.
6. Tenn. This Agreement shall remain in effect unless it is
terminated for cause by either party giving a written thirty
(30) day notice of intent to terminate. UPOR teaainatier,
Limited WaranN Licensor warrants that, feFa peeled e€
4 80 days after FSGeipt by I.IGGAGEle (a) the Software shall
perform substantially in accordance with its then current
functional specifications. This warranty covers only
problems reported to Licensor during the license period,
providing that the Licensee is current with the Software
Maintenance Support Program.
B. Licensee Remedies Licensee's sole and exclusive remedy,
under any warranty or legal theory shall be limited to the
Inc.
9. Disclaimer Except as otherwise set forth herein, Licensor
disclaims all other Warranties expressed or implied and
provides the Licensed Products and Deliverables are
provided "as is ". Licensor does not warrant that the
Licensed Materials may operate without interruption or be
error free.
10. Limitation of Liability Licensor shall have no liability for
damages resulting from: hosting inoperability, interruption
due to product or delivered software malfunction, loss of
profits, goodwill, damage or loss of data, or any other
indirect, special, or consequential damage suffered by
Licensee. Licensor will in good faith and using its best
reasonable effort work to resolve any such issue.
11. Confidentiality Licensee acknowledges Licensors trade
marked products are the sole property of Licensor and are
considered valuable trade secrets. Licensee agrees to
preserve the confidential nature of these trade secrets, as it
would it's own proprietary information.
12. Miscellaneous Except as may be amended by an
additional Schedule or Addendum, this Agreement is the
complete and the exclusive statement of the mutual
understanding between the parties and supersedes any
other Agreement relating to the Licensors Software or
Professional Services provided. Neither the rights nor the
obligations arising under this Agreement are assignable or
transferable by Licensee without Licensors Written consent.
This Agreement shall be construed, adjudicated and
enforced in accordance with the laws of the State of
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
future law or regulation of a court or agency having valid
jurisdiction, such determination shall not impair the
operation or affect the remaining provisions. All remaining
provisions will continue to be in full force and effect, binding
the Parties. Licensee shall not export or re -export the
Licensors Products without the written consent of Licensor.
Sections 2, 3, 10, 11 and 12 will survive any termination of
this Agreement.
IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed on their behalf, effective from
the date set forth below.
Confidential Document - Ver. # 080102 -1A - QScend Technologies, Inc. 231 Bank Street, 22"' FI, 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- desig and content mi gration
Services
$7,600
Services Subtotal
$7,600
Software
QContent — Web content management license
Perp
1
$24,900
$24.900
QScheduler — online calendars
Perp
_
1
Included
QNotify — citizen email notification
Perpetual
1
Included
QPolling online polling and surve
Perpetual
1
Included
Maintenance and Supp — 1 year
( Support
1
Included
Software Subtotal
$24,900
Onsite Training
Training
2 days
$6,000
Hosting — 1 year
Hosting
1 year
$2,400
Total Cost:
$40,900
1. Maintenance and support is available beginning in Year 2 for 20% of the Current software price.
2. In the event, for any reason, the Licensor discontinues 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.
00
Confidential Document - Ver. # 080102 -1A - QScend Technologies, Inc. 231 Bank Street 2° FI, Waterbury, CT 06702 Phone: (203) 757 -6000 Fax (203) 759 -0519