2. 01/17/2001 Agreement
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BRANCH OFFICE
3117 OVERSEAS IDGHWAY
MARATIiON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
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BRANCH OFFICE
888~0 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
January 24,2001
TO:
Yvonne Harper, Chairperson
Board of Governors of the Lower &
Middle Keys Fire & Ambulance District
FROM:
Stacy DeVane, Executive Assistant
Public Safety Division
Pamela G. Han-~
Deputy Clerk CY
ATfN:
At the January 17, 2001, Board of County Commissioners meeting the Board granted
approval and authorized execution of a License and Service Agreement between the Lower and
Middle Keys Fire and Ambulance District Board of Governors of Monroe County and Sweet
Computer Services, Inc. in the total amount of$I,143.
Enclosed please find a duplicate original of the above for your handling. Should you have
any questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
Risk Management w/o document
County Attorney
Finance
File~
PO Box 349 # 405 Highway 150 N # West Union, Iowa 52175-0349
SweetSoft1Jl License and Service Agreement
L DEFINmONS
n.
· "Program" or "Programs" means the version of the computer programs specified on the attached
Sweet Computer Services, Inc. SweetSoft1Jl Sales Order Form or other ordering document, in object
code form; any user guides, manuals or instructional materials ("Documentation"), if any, provided
by SweetSoft1Jl; and all other data, materials or Developments provided by SweetSoft....
· "Designated Hardware" means the single CPU or single network, identified by the relevant
model/type and operating system. as specified on the attached SweetSoft1JlSales Order Form.
· "User" means the Customer identified on the attached SweetSoft1Jl Sales Order Form and its
employees that it authorizes to use the Programs in accordance with the terms of this Agreement.
· "You" or "Your" refer to any User under this Agreement.
· "Standard Support" shall mean the support services specified in SweetSoft1Jl's Standard Support
Policies in effect at the time such services are ordered by Client (as indicated by the Effective Date of
the relevant Order Form).
· "Consulting Services" shall mean any other services provided by SweetSoft1Jlthat are beyond the
scope of Standard Support, including training.
· "Developments" shall mean all Programs, including Upgrades, Updates or other enhancements or
modifications to the Programs, if any, and all Documentation or other materials developed and/or
delivered by SweetSoft1Jlin the course of providing Standard Support or Consulting s<trices, or
otherwise, under this Agreement.
· "Upgrade" means any enhancements or subsequent versions of Programs that SweetSoft1Jlmay make
generally commercially available to its Customers.
· "Update" means a Program correction or minor change that SweetSoft1Jl makes commercially
available to its customers who purchase Standard Support.
· "Designated Site(s)" means the Customer location(s) specified on the attached SweetSoft1Jl Sales
Order Form.
· "Effective Date" shall mean the date You sign the relevant Order Form under this Agreement for a
particular Program or Service(s) acquired under this Agreement.
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LICENSE AND RESTRICTIONS ~; ~ :2]
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A. L' , d Ri h Er-:r: -- r-o
Imlte g ts . ";:l:;:-< -. "-..J
1) SweetSoft1Jl grants Customer a non-exclusive license to use one (1) copy oft~~n ~
Designated Hardware, at the Designated Site(s), for Customer's internal o~ use and, i{J
applicable, for Customer's use as a provider of billing services (only from ~~. Si~
to other third party ambulance companies that Customer specifies on the S~f1s(fJf' Sales ~
Order Form. (Customer will be charged a fee for each copy of the Pro~in ~ at ~~ 0
Designated Site and a separate fee for each third party ambulance company for whichl'\) ~
Customer provides services using such licensed copy.)
2) You may make backup copies of the Programs and Developments (but not the qocurnentation)
solely for archival purposes, provided that all such copies reproduce and display fully all
SweetSoft1Jl copyright notices and other proprietary legends.
3) SweetSoft1Jl or its licensors retain all right, title and interest in and to the Progra~ and all
Developments in any medium, including but not limited to all copyrights, pate~, trade
secrets, trademarks and other proprietary rights.
4) All rights not expressly granted are reserved to SweetSoft1Jl or its licensors.
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B. Restrictions
1) You may not copy or use the Programs or Developments except as specified in this Agreement.
Without limiting the foregoing, SweetSoft'" lists specific prohibitions below:
a) You may not modify the Programs or Developments other than as required for your internal
use of such Programs or Developments under the terms of this Agreement.
b) You may not reverse-engineer, disassemble, decompile or reduce the Programs or
Developments to a human perceivable form or translate, sub-license, resell f6r profit, lend,
rent, lease or otherwise distribute, (including electronically), any whole or P0rtion of the
Programs or Developments to any person or entity not authorized under this Agreement.
c) You may not merge or combine the Programs or Developments with other computer
programs or create derivative works based on the Programs or Developments.
d) You may not remove, obscure, or alter any notices of the SweetSoft'" copyright or other
proprietary legends on the Programs or Developments.
e) You may not transfer or assign your rights under this Agreement. You may not transfer or
assign your copy of the Programs or Developments. This Agreement is not llssignable
including by operation of law; any such attempt renders all license rights null and void
f) You may not transfer the Programs or Developments to any person or entity in violation of
the United States Export Administration Act.
IlL SERVICES
A. Standard Support
1) You may order SweetSoft'" Standard Support under the terms of this Agreement by specifying
the relevant service package on the attached SweetSoftDl Sales Order Form. SweetSoftDl does not
offer its Standard Technical Support for third party products. If, at any future time, SweetSoft'"
begins to make commercially available its Standard Support for specified third-party products,
SweetSoft'" will describe the relevant service offering in its then-current Standard Support
Policies and Users may then order such services under the terms and conditionsl of this
Agreement. All support policies are subject to change without notice.
B. Consulting Senices
1 ) You may order Consulting Services under the terms of this Agreement if the $C4l)pe of such
services is agreed to in writing by authorized representatives of SweetSoft'" and the Customer,
and such scope of services is described on a written and signed SweetSoft'" Sales Order that
specifies that all such services shall be provided under the terms and conditions .of this
Agreement.
C. Developments
1) Generally, SweetSoftDl does not provide Support Services or Developments for third party unless
expressly specified in SweetSoft""s then-current Standard Support Policies.
D. Training Senices
1) You may order SweetSoft"'Training Services under the terms of this Agreement by specifying
the relevant service package on the attached SweetSoftDl Sales Order Form. Sweet Computer
Services, Inc. offers On-Site Training as well as User Group Training. These services and
conditions of are outlined in the "SweetSoftDl Addendum for Training and Travel Expenses"
document. If SweetSoft'" software is not trained by a SweetSoft'" Certified Trainer, Sweet
Computer Services, Inc. will not guarantee the software.
E. Billing Senices
1) You may order SweetSoft"'Billing Services under the terms of this Agreement ~ specifying the
relevant services package on the attached SweetSoftDl Sales Order Form. These *rvices are
subject to and contingent on the conditions set forth in the mandatory "SweetSoft Billing and
Collection Agreement". '
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IV. PAYMENTS
A. Invoicing and Payment
1) Invoices for payment of license fees shall be payable net thirty (30) days of the Effective Date of
the attached SweetSoft'" Sales Order Form. All other applicable fees, including fees for
Standard Support, Consulting and On-Site Training Services shall be due net thirty (30) days of
the date the relevant invoice is sent to you by SweetSoft"'. User Group and Consulting Seminars
are due with receipt of registration form. Net 30-day terms are not applicable to sales involving
special financing arrangements. All fees shall be deemed overdue if they remain unpaid fifteen
(15) days after they become due. All past due accounts are subject to a monthly 1.5% finance
charge and will be placed on credit hold until the accounts are brought current. No SweetSoft'"
technical support will be provided until payment is received by Sweet Computer Services, Inc.
accounts receivable department. No additional sales orders will be processed until the account
balance is current. Once the account has been made current, the credit hold will be removed
and all access to SweetSoft'" support and sales will be re-instated.
B. Taxes
1) The fees listed in this Agreement do not include taxes~ if SweetSoft'" is required to pay sales,
use, property, value-added or other federal, state, or local taxes based on the licenses or services
granted in this Agreement or on your use of Programs, Developments or Services, then such
taxes shall be billed to and paid by you. This paragraph shall not apply to taxes based on
SweetSoft""s income. Exemption certificates or governmental by-laws must be attached to all
signed sales order in order for you not to be billed for taxes.
C. Return Policy
1) Within ten (10) days of the receipt of a copy of a Program under this Agreement, if you have not
opened, damaged, or installed the Program, you may return the Program and all related
materials to SweetSoft'" for a refund of the purchase price paid. SweetSoft'" reserves the right to
deduct from your refund a "restocking fee" of 15%.
D. Incidental Expenses
1) For anyon-site Consulting Services or training you request, you shall reimburse SweetSoft'" for
actual, reasonable travel and out-of-pocket expenses incurred.
V. TERM and TERMINATION
A. The term ofthis Agreement is perpetual unless otherwise specified on the relevant SweetSoft'" Sales
Order Form, or unless otherwise terminated under the terms of this Agreement. Both the Agreement
and Your right to use the Programs or Developments terminate automatically if you violate any part
of this Agreement. In the event of termination, you must immediately destroy all copies of the
Programs or Documentation or return them to SweetSoft"'.
VI. APPLICABLE LAW; JURlSDlCTlONNENUE
This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of
Iowa, without regard, however, to choice of law principals. The Parties, by their execution of this Agreement,
irrevocably agree and submit to the jurisdiction of the courts of the State of Iowa and further irrevocably agree
that venue shall be in Polk County, Iowa.
VD. WARRANTY, DISCLAIMERS, EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY
A. FOR ALL PROGRAMS OTHER THAN THIRD PARTY PRODUCTS: SWEETSOrr
WARRANTS THAT mE DISKETTES ON WIDCH mE PROGRAMS OR
DEVELOPMENTS ARE DISTRIBUTED WILL BE FREE FROM DEFECTS IN
MATERIALS AND WORKMANSHIP AND THAT THE PROGRAMS AND
DEVELOPMENTS WILL SUBSTANTIALLY CONFORM TO THE DOCUMENTATION, IF
ANY, WHEN OPERATED PROPERLY BY CUSTOMER, FOR A PERIOD OF NINETY (90)
DAYS FROM SHIPMENT OF THE RELEVANT PROGRAM COPY. SWEETSorr DOES
NOT WARRANT THAT mE PROGRAMS OR DEVELOPMENTS WILL OPERATE
UNINTERRUPTED OR ERROR-FREE. IF SWEETsorr IS UNABLE TO MAKE ANY OF
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THE PROGRAMS OR DEVELOPMENTS OPERATE AS WARRANTED, CUSTOMER'S
EXCLUSIVE REMEDY AND SWEETSOFT"S ENTIRE LIABILITY SHALL BE THAT
SWEETSOFT" WILL REPLACE THE RELEVANT DISK OR, AT SWEETSOFT"'S OPTION,
UNDERTAKE TO CORRECT THE PROGRAM ERRORS, OR REFUND m~ AMOUNT OF
LICENSE FEES PAID FOR THE RELEVANT PROGRAM LICENSE LESS A PRO RATA
PORTION APPLICABLE TO THE AMOUNT OF TIME THE PROGRAM WAS USED.
1) SWEETSOFT" PROVIDES ALL THIRD PARTY PRODUCTS ON ~ "AS IS" BASIS
ONLY. ANY WARRANTIES PROVIDED WITH mIRD PARTY PRODUCTS ARE
AVAILABLE DIRECTLY FROM THE mIRD PARTY. IT IS yoUR!
RESPONSffiILITY TO MAIL IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
B. SWEETSOFT" WARRANTS THAT ITS STANDARD TECHNICAL SUPPORT SERVICES,
TRAINING AND/OR CONSULTING SERVICES PROVIDED BY SWEETSOFI- WILL BE OF
WORKMANLIKE QUALITY CONFORMING TO GENERALLY ACCEPTAlILE INDUSTRY
STANDARDS AND PRACTICES. mIS WARRANTY SHALL BE VALID FdR NINETY (90)
DAYS FROM PERFORMANCE OF THE RELEVANT SERVICES. FOR ANY BREACH OF
THIS SERVICE WARRANTY, CUSTOMER'S EXCLUSIVE REMEDY AND SWEETSOFr""S
ENTIRE LIABILITY SHALL BE RE-PERFORMANCE OF mE RELEVANt SERVICE, OR,
IF SWEETSOFT" IS UNABLE TO PERFORM THE SERVICE AS WARRANTED, CUSTOMER
SHALL BE ENTITLED TO RECOVER THE FEES PAID FOR THE DEFICIIlNT SERVICES.
C. SWEETSOFT"DISCLAlMS ALL LIABILITY FOR ANY DAMAGE RESULTING FROM OR
RELATED TO DATA AND/OR CLAIM FORMS AND RELATED INFORMATION TO, BY,
ABOUT OR FOR ANY FEDERAL, STATE OR PRIVATE INSURANCE ORGANIZATIONS,
INCLUDING, BUT NOT LIMITED TO MEDICARE, MEDICAID, AND COMMERCIAL
INSURANCE COMPANIES. SWEETSOFT"MAY PROVIDE SUCH DATA OR
INFORMATION, IF AT ALL, ONLY AS "SAMPLES" FOR THE PURPOSE OF
DEMONSTRATING OR DISPLAYING HOW SUCH DATA AND/OR CLAIM IFORMS MAY
OPERATE IN THE PROGRAMS. SWEETSOFTDfPROVIDES ALL SUCH SAMPLES ON AN
"AS IS" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED.
SWEETSOFT" RECOMMENDS THAT YOU VERIFY THE ACCURACY OF ANy AND ALL
DATA ANDIOR CLAIM FORMS YOU USE WITH THE PROGRAMS.
D. SWEETSOFT" DISCLAIMS ALL LIABILITY FOR mE ACCURACY AND/OR
COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH
THE PROGRAM OR AS ADDED OR MODIFIED BY CUSTOMER OR ANY THIRD PARTY,
OR, DATA AS PROCESSED ON CUSTOMER COMPUTER NETWORK. CUSTOMER
BEARS THE ENTIRE RESPONSffiILITY FOR ITS COMPUTER NETWORK, INCLUDING
ITS INSTALLATION, THE PERFORMANCE OF mE PROGRAMS AND mE BEHAVIOR
OF mE DATA ON CUSTOMERS COMPUTER NETWORK.
E. SWEETSOFT" PROVIDES ANY HARDWARE, INCLUDING, WImOUT L=ATION,
MODEMS, ON AN "AS IS" BASIS. YOUR ONLY WARRANTY ON HARDW IS THAT
WHICH CAME FROM THE ORIGINAL MANUFACTURER. IT IS YOUR SPONSffiILITY
TO MAIL IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
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F. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, SWEETSOFT1MDISCLAIMS ALL
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ALL SOFTWARE,
SERVICES, HARDWARE, DATA OR OTHER INFORMATION, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
G. SWEETSOFr' WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY
FOR ANY DAMAGES WHATSOEVER FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, EITHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO LOSS
OF BUSINESS PROFITS, INCOME OR USE OF DATA.
H. SWEETSOFr"S LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED
TO THE GREATER OF 5250 OR THE AMOUNT OF MONEY PAID FOR THE RELEVANT
PROGRAM OR SERVICE, AS APPLICABLE, THAT GIVE RISE TO ANY SUCH LIABILITY.
VIII. GENERAL
This Agreement constitutes the entire Agreement and supersedes any prior Agreement between SweetSoft'" and
You concerning the subject matter of this Agreement. The terms of this Agreement shall supersede any
Customer purchase order or other writing that conflicts with its terms, unless SweetSoft'" specifically amends this
Agreement. This Agreement cannot be amended, modified, or waived, unless the change is written and signed
by an authorized corporate officer of SweetSoft"'.
SWEET COMPUTER SERVICES, INe.
Date:
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BY:~
~
/
Date:
~ '7. ~.oJ
:;STOM~
MONROE COUNTY ~ c::.~,~fl<'SON, 8-Goo
~10~ROE CotJ~ITY E.M.S. FL012
490 63RD STREET OCEA1....., #175
MARATHON FL 33050
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