13-168.00 Spokane County Vortax Software SOFTWARE LICENSE AGREEMENT
For Spokane County VORTAX Application
This Software License Agreement ("Agreement") is made this 4.6 day of 2013_by and
between Spokane County, Washington ("Licensor") and the City of Spokane alley, Washington
("Licensee").
1. Definitions
a. Software. Shall mean the Spokane County VORTAX Application.
2. License Grant
a. License. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a perpetual,
nontransferable license to use"the Software". Licensee may copy, install and use the Software on City of
Spokane Valley servers.
Restrictions. Licensee agrees to use the Software only for Licensee's own business. Licensee shall not
i) Use the Software to provide services outside the jurisdiction of the Licensee;
ii) Use the Software to process the data of third parties without Licensor's prior written consent;
iii) Use the software in the operation of a service bureau;
iv) Grant license to any other person, firm, corporation, Municipal Corporation or political subdivision for
the use of the Software.
v) Additionally, in the event the Licensee receives any public records request(s) for the Software, the
Licensee shall advise Spokane County of such request and defer to Spokane County as to the
appropriate response. In the event Spokane County determines that the Software is exempt from
public disclosure, Spokane County agrees to assume defense and indemnify the Licensee in any
litigation brought to challenge the denial of such public record request.
3. License Fee
a. Payment Terms. In consideration for the license granted by Licensor under this Agreement, Licensee
shall pay Licensor a transfer fee of $3000 payable within 30 days of the installation of the VORTAX
system.
b. Software Maintenance: The Licensor will provide NO Maintenance of this software.
c. Installation Assistance: The Licensor will provide, at the current Spokane County hourly rates (between
$70 & $90), consultation services to assist in the installation and setup of the Software at a mutually
agreed upon time, if assistance is needed.
d. Enhancements. Future enhancements to the Software may require an additional fee.
4. Deliverables Customer acknowledges that items are provided by licensor"as is":
a. Software. Licensor shall provide Customer one CD containing the following:
• Visual Studio 2010 VB.Net Solution project containing all source code(VorTax.sin)
• Script to generate Microsoft SQL Server 2008 R2 database and all its objects (VTAX.sql)
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5. Responsibilities of Licensee. Licensee shall be solely responsible for:
• Possessing valid Microsoft Licenses for Microsoft SQL Server 2008 R2.
• Reviewing hardware requirements to ensure compatibility with the system.
6. Installation, Conversion, Maintenance, and Training
Licensee shall be solely responsible for decisions regarding Software's suitability for Licensee's planned
use, the installation of the software, any data construction/conversion, system maintenance, and training.
7. Ownership/Title
a. Title. Licensee agrees that Licensor owns all copyright, trade secret, patent, trademark, and other
proprietary rights in and to the Software, including all modifications thereto.
b. Transfers. Under no circumstances shall Licensee sell, license, publish, distribute, or otherwise transfer
to a third party the Software or its documentation, or any copy thereof, in whole or in part, without
Licensor's prior written consent.
8. Confidential Information
Licensee agrees that the Software contains proprietary information, including trade secrets, know-how, and
confidential information, that is the exclusive property of Licensor. During the period this Agreement is in
effect and at all times after its termination, neither Licensee, its agents or its employees shall in any
manner use, disclose, display, sell, license, or otherwise make available or communicate this information to
third parties; nor use such information except as authorized by this Agreement. Licensee agrees to take all
necessary action to protect the confidential and proprietary information included in the Software, including
appropriate instruction and agreement with its employees.
9. Warranties
Licensor provides no warranties for this software. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF THE
SOFTWARE IS AT ITS SOLE RISK. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES AS TO MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Consequential Damages
Licensor shall not be liable to Licensee for indirect, special, incidental, exemplary, or consequential
damages (including, without limitation, lost profits) related to this Agreement or resulting from Licensee's
use or inability to use the Software, arising from any cause of action whatsoever, including contract,
warranty, strict liability, or negligence, even if Licensor has been notified of the possibility of such damages.
11. Limitation of Recovery
Under no circumstances shall the liability of Licensor to Licensee exceed the amount paid by Licensee to
Licensor under this Agreement.
12. Assignment
Licensee shall not assign or otherwise transfer the Software or this Agreement to anyone, including any
parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or
pursuant to any merger, consolidation, or reorganization, without Licensor's prior written consent.
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13. General Provisions
a. Governing Laws. This Agreement and performance hereunder shall be governed by the laws of the State of
Washington. Any suit brought by either party arising out of this Agreement shall be in a court of competent jurisdiction
in Spokane County,Washington.
b. Indemnification. It is understood and agreed that this Agreement is solely for the benefit of the parties hereto and
gives no right to any other party. Licensee will indemnify, defend, save, and hold harmless Licensor from and
against all damages, losses, costs, and expenses(including actual legal fees and disbursement), fines and liabilities
incurred by or awarded, asserted, or claimed against Licensor in connection with Licensee's activities under this
Agreement or otherwise in connection with the Software including claims brought by a person using or relying upon
any advice given or publication produced or distributed by Licensee, _ _• • ---• - -•••- - _ -- - --•-_--_•-_ •
c. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or
rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and
enforceable to the maximum extent possible.
d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall
not be deemed a waiver of any further right under this Agreement. No term or condition of this contract shall be
held to be waived except by the mutual,written consent of both parties.
e. Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the
agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other
agreements, oral or written between the parties relating this Agreement.
f. Modifications. This Agreement may be modified or amended by the mutual written consent of both parties.
g. Force Majeure. Neither party shall be in default or otherwise liable for any delay in for failure of its performance
under this agreement if such delay or failure arises by any reason beyond its reasonable control, including any act
of god, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures of delay
in transportation of communications, or any act of failure to act by the other party or such other party's employees,
agents or contractor; provided, however that lack of funds shall not be deemed to be a reason beyond a party's
reasonable control. The parties will promptly inform and consult with each other as to any of the above causes,
which in their judgement may or could be the cause of a delay in the performance of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and
year set forth herein above.
SPOKANE COUNTY, ash' t - 30 - I 3
By: Date:
Bill Fiedler, ISD Director
City of Spokane Valley,Washington :
By: JAAIA Date:
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Title: ./,
Software License Agreement-VORTAX 09/10/13
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