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Law Enforcement Product
Software Site License Agreement
This Vigilant Solutions Software Site License Agreement (the "Agreement") is made and entered into as
of this y,rti Day of //4 /L , 201#(the "Effective Date") by and between Vigilant Solutions Inc., a
Delaware corporation, having its principal place of business at 2021 Las Positas Court Suite # 101, Livermore,
CA 94551 ("Vigilant Solutions") and City of Elgin, an Illinois municipal corporation, having its principal
place of business at
("Licensee")
WHEREAS, Vigilant Solutions designs, develops and licenses advanced video analytics software
technologies for the security and law enforcement markets;
WHEREAS, Licensee desires to license from Vigilant Solutions the Software Product(s) (as defined
below) for itself and Affiliates (as defined below);
THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Licensee and
Vigilant Solutions hereby agree as follows:
Definitions:
"Affiliate(s)" means any employee, contractor, or volunteer who is affiliated with Licensee or is authorized by
Licensee or is controlled by or under control of Licensee and who may also utilize the Software Product(s) (as
defined below). Final determination of affiliate approval is left to the sole discretion of Vigilant Solutions.
"Effective Date" means the day this Agreement has been fully executed by duly authorized representatives of
both parties.
"Software Product(s)" means Vigilant Solutions' Law Enforcement & Security family of software product(s)
including CarDetector Mobile LPR Edition, CarDetector Fixed LPR Edition, Law Enforcement Archival &
Reporting Network (LEARN) server, Smartphone Mobile Companion and other software applications
considered by Vigilant Solutions to be applicable for the benefit of law enforcement agencies.
"Site License" means a non-exclusive, non-transferable, limited term license to install and operate Software
Product(s) on to any applicable media without quantity limitation within the Licensee's designated facility for an
initial period of one(1) year.
"Subscription" means an annual renewal of the Site License held by any Licensee who is in compliance with
the terms and conditions of this Agreement.
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Site License Grant; Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement, Vigilant Solutions grants Licensee a Site License. Except
as expressly permitted by this Agreement, Licensee, any Affiliate or any third party acting on behalf of Licensee
shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software
Product(s). Except as expressly permitted by this Agreement, no other rights are granted by implication,
estoppels or otherwise.
The Licensee is permitted to redistribute the Software Product(s)to Affiliate(s)acting on behalf of Licensee only
for the duration of this Site License within the Licensee's designated agency.
Affiliate(s) are permitted to use Software Product(s) only for law enforcement or government approved
purposes. Use of Software Product(s) for any other purpose (e.g.,private consulting services) is prohibited.
Affiliate(s) who discontinue their association with the Licensee do not have the right to continue using personal
copies of the Software Product(s) obtained under this Agreement, nor may such former Affiliate(s) obtain
updates of the Software Product(s) from the Licensee. However, the Licensee is not under obligation to enforce
such compliance by former Affiliate(s) beyond its implementation of restrictions set forth above regarding access
to the Software Product(s) by Affiliate(s).
Licensee shall display a full copyright notice and any other notice of use on all copies of the Software Product(s)
being redistributed to Affiliate(s). Licensee shall not eliminate, bypass, or in any way alter the copyright screen
(also known as the "splash" screen) that may appear when Software Product(s) are first started on any computer.
Any use or redistribution of Software Product(s) in a manner not explicitly stated in this Agreement, or not
agreed to in writing by Vigilant Solutions is strictly prohibited.
Termination:
This Agreement is effective as of the Effective Date for one(1) year, or until terminated. Licensee may terminate
this Agreement at any time by notifying Vigilant Solutions of the termination in writing thirty (30) days prior to
the termination and deleting all copies of the Software Product(s). If Licensee terminates its license prior to the
end of the licensed period, Vigilant Solutions will reimburse to Licensee any annual subscription fees pre-paid
by the City for those annual periods occurring subsequent to the date of termination. Upon termination of the
Site License. Licensee shall immediately cease any further use of Software Product(s)by itself or its Affiliate(s).
Licensee has the right to terminate this agreement by providing thirty (30) days' notice if Vigilant Solutions
violates any material term or condition of this Agreement. Upon receipt of Licensee's notice of termination.
Vigilant Solutions shall by afforded thirty (30) days to cure such violations. If within thirty (30) days of written
notice of violation from Licensee Vigilant Solutions has not reasonably cured. Licensee shall thereafter by
authorized to terminate the agreement. If' Licensee terminates the license in accordance with this paragraph,
Vigilant Solutions shall refund to Licensee a prorated amount of the total fees pi to Vigilant Solutions, to he
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calculated based upon the number of days remaining in any pre-paid licensing periods following such
termination.
Vigilant Solutions has the right to terminate this Agreement by providing thirty (30) days' notice if Licensee
violates any material term or condition of this Agreement. Upon receipt of Vigilant Solutions' notice of
termination, licensee shall be afforded thirty (30) days to cure such violations. if within thirty (30) days of
written notice of violation from Vigilant Solutions Licensee has not reasonably cured, Licensee shall
immediately discontinue all use of Software Product(s) and certify to Vigilant Solutions that it has returned or
destroyed all copies of Software Product(s) in its possession or control.
Warranty and Disclaimer:
Vigilant Solutions warrants that Software Product(s) manufactured by Vigilant Solutions will be free from
"significant" defects during Site License and/or Subscription period then in effect ("Warranty Period").
Significant defects are those which impede function of the main delivery modules of Software Product(s). This
warranty does not include products not manufactured by Vigilant Solutions. Vigilant Solutions' obligation to
repair or replace any defective Software Product(s) during the Warranty Period shall be Customer's exclusive
remedy. Vigilant Solutions shall not be responsible for labor charges for removal or reinstallation of defective
software, charges for transportation, shipping or handling loss, unless such charges are due to Vigilant Solutions'
gross negligence or intentional misconduct. Licensee and its Affiliates assume the entire risk as to the results and
performance of the Software Product(s). Vigilant Solutions disclaims all warranties, expressed or implied,
including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no
event shall Vigilant Solutions be liable for any damages whatsoever arising out of the use of, or inability to use,
the Software Product(s).
Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a
touch screen or laptop screen and any of their applications. it is agreed by the Licensee that Licensee's users are
instructed to only utilize the interface to the licensed software at times when it is safe to do so. Vigilant
Solutions is not liable for any accident caused by a result of distraction using this touch screen while operating a
moving vehicle.
Products and Services:
Upon receipt of payment or purchase order of Site License, Vigilant Solutions will deliver or make available to
the Licensee the Software Product(s). Updates. patches and bug fixes of the Software Product(s) will he made
available to the Licensee at no additional charge, although charges may be assessed if the Software Product is
requested to be delivered on physical media. Vigilant Solutions will make available throughout the active license
period e-mail and fax support to an administrator and support contacts designated by the Licensee, known as
Licensee "Technical Support Agents." Under the Site License or Subscription agreement, Affiliates of the
Licensee must channel all questions related to the Software Product(s) through the Technical Support Agent(s),
the latter of which must make a good-faith effort to answer such questions before submitting a support ticket at
iittr .;•om or sending an email to Support..r\ i<_Riisintsolliti(ns.cc rn.
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Software Support, Warranty and Maintenance:
Use of the software by the Licensee constitutes acceptance of Vigilant Solutions' Software Support, Warranty,
and Maintenance Terms and Conditions.
Contract Term and Structure:
A fully executed and valid Site License will entitle the Licensee to use of the Software Product(s) any time
throughout the active period of this ongoing Site License Agreement, in which to set up and install the software
product(s) on an unlimited number of media centers within the Licensee's agency. As the Licensee installs
additional units of the Software Product(s)and connects them with video cameras,the Licensee will be required
to obtain a Camera License Key (CLK) for each installed camera. This is simply done by applying for the CLK
by visiting: http://supportforms.vigilantvideo.com/lrf.aspx and completing the online request form to Vigilant
Solutions technical support. Within two(2)business days,the Licensee Technical Support Agent will receive the
requested CLK in a form set to expire on the same date of the Site License expiration. This remains applicable,
to any and all subsequent (additional) CLK's issued throughout the active period of this Site License Agreement.
This agreement is automatically renewed upon receipt of Subscription payment, entitling the Licensee to a full
replacement set of all previously issued CLK's set to expire one (1) year from the Subscription renewal date.
This Agreement will terminate if 1) the Licensee indicates in writing its intent to discontinue its License or 2)
Vigilant Solutions indicates in writing its intent to discontinue this agreement. In either event, Vigilant Solutions
reserves the right to refrain from issuing replacement CLK's and to restrict access to services that are available to
Licensees in good standing. The Software Product(s) will cease to function after the active global license key has
expired.
Ownership of Software:
The Software Product is copyrighted by Vigilant Solutions and remains the property of Vigilant Solutions. This
license is not a sale of the original software or any copy. The Licensee owns the physical media on which the
Software Product(s) is installed, but Vigilant Solutions retains title and ownership of Software Product(s)and all
other materials included as part of the Software Product(s).
Site License Fee:
Each initial Site License fee is based on the total number of sworn officers within the Licensee's and Affiliates'
agency(s) at the time of execution of this Site License Agreement. The Site License allows for Licensee to
install an unlimited number of licenses of the Software Product(s) as Licensee sees fit to put to use. A schedule
of applicable Site License Fees is shown below:
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Law Enforcement Product Family—Site License Fee (initial)
H TiER NUMBER OF SWORN OFFICERS SITE LICENSE FEE r
L Tier 1 0<Sworn Officers< 100 $3,200
J Tier 2 101 < Sworn Officers< 250 $9,000
r Tier 3 251<Sworn Officers< 500 $18,500
i-- Jumbo 501 <Sworn Officers $27,000
Subscription Fee:
Each Site License has a Subscription fee due approximately thirty (30) days prior to the expiration of the Site
License. The annual Subscription fee: 1) enables the Software Product(s) to remain operational for a successive
twelve (12) month period; 2) is considered active participation of this Site License Agreement; 3) entities the
Licensee to replacement CLK's; and 4) ensures users have access to the latest software versions and associated
equipment driver software to allow the Software Product(s) installations to remain current and enable the best
possible performance. It is noted that an entity once licensed by the Site License agreement can only utilize
active software licensing via the annual subscription license offering.
The annual Subscription fee is based on the number of current Vigilant Solutions issued CLK's at the time of
subscription fee invoicing. and considered by Vigilant Solutions as being "in use" during the annual period by
the emity in question. A schedule of annual Subscription Fees is shown below:
Law Enforcement Product Family Annual Subscription Fee Schedule
l $300 X(#of CLK's Issued above and beyond Subscription Fee Maximum License Maximum
Tier i the first 5 CLK's) $15.750 60 CLK's
$300 X (#of CLK's Issued above and beyond Subscription Fee Maximum License Maximum
L Fier? the first 5 CLK's) $45,000 180 CLK's
Tier i I $300 X ( h of CLK's Issued above and beyond I Subscription Fee Maximum License Maximum
!_. the first 5 CLK's) �_1 $87,750 300 CLK's
Jumbo $300 X ( # of C1..K's issued above and beyond Subscription Fee Maximum License Maximum
L u__, f the first 5 CLK's) $210,000 700 CLK's L
Approximately Ninety (90) days prior to the annual license renewal date. Vigilant Solutions will provide the
Licensee an invoice for the next year's Subscription fee. Payment of the Subscription fee is due thirty (30) days
prior to the renewal date. All Fee(s) are exclusive of any sales. use. value-added or other federal, state or local
taxes (excluding taxes based on Vigilant Solutions' net income) and Licensee agrees to pay any such tax.
Advanced Subscription Fee Payments:
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Vigilant Solutions will accept advanced subscription fee payments on a case by case basis. In such event where
advanced subscription fees are made to Vigilant Solutions, the licensee shall designate at time of payment if
advanced payment(s) are: 1) to be considered a general credit toward future fees or 2) to be applied toward fees
applicable to specific camera unit 'Systems'operated by the licensee.
General credit advanced payments to Vigilant Solutions shall be applied in full to each subsequent Subscription
Fee invoice until the balance of the credits are reduced to a zero balance. System based advanced credits shall be
applied to subsequent Subscription Fees in the amount that entitles the licensee continued operation of the
designated camera unit systems for the following subscription period until the credits are reduced to a zero
balance.
City of Elgin has elected to pre-pay subscription fees for 3 yrs on eight (8) cameras total. Next subscription fees
will be due at beginning of year(4) four for the original eight(8) camera purchase.
The systems and services to be provided by Vigilant Solutions and the total cost to Licensee for such systems
and services, are set forth in Project Quotation No. CLM-0027-02, dated February 21, 2013. attached hereto as
Exhibit A and incorporated herein by this reference.
Price Adjustment:
Vigilant Solutions has the right to increase or decrease the annual Subscription fee from year to year, however,
that no such price increases shall apply'to the initial three years of Subscription fees pre-paid by the City of Elgin
for the initial eight(8) cameras. It is noted that in the case of an increase, such increase shall be less than 10%of
the prior year's fees or shall be less than a percentage equal to the published rate of inflation in the United States,
the not-to-exceed limit being whichever of these rate rise percentage limits is greater. If Vigilant Solutions
intends to adjust the annual Subscription fee, it must give notice to the Licensee on or before the above stated
invoice date pertaining to the upcoming annual Subscription renewal.
Credits:
During the first year of license or during subsequent year annual Subscriptions. Vigilant Solutions may, on its
own discretion, adjust fees in consideration of credits which Licensee may have earned during participation in
approved Vigilant Solutions marketing programs.
Initiating a Site License:
To initiate a Law Enforcement Product Software Site License. initial and sign this Agreement in till], and return
it with the completed Site License Contact Worksheet (Page 10 of this Agreement) and a valid purchase order or
payment. Vigilant Solutions support specialists will contact you after receiving your information.
Limitation of Liability:
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iN NO EVENT SHALL VIGILANT SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR
PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OF SOFTWARE PRODUCT(S),
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
EVEN iF VIGILANT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO
EVENT WILL VIGILANT SOLUTIONS' LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE FEES PAID BY LICENSEE TO VIGILANT SOLUTIONS FOR THE
SOFTWARE PRODUCT(S) LICENSED UNDER THIS AGREEMENT.
Confidentiality:
Licensee acknowledges that Software Product(s) contain valuable and proprietary information of Vigilant
Solutions and Licensee and its Affiliates will not disassemble, decompile or reverse engineer any Software
Product(s)to gain access to confidential information of Vigilant Solutions.
Assignment:
Licensee may not assign this Agreement without prior written consent of Vigilant Solutions. Any attempted
assignment without consent shall be void.
Amendment, Choice of Law:
No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized
representatives of the parties. This Agreement shall he governed by the laws of the state of State of Illinois,
without regard to its conflicts of law. Venue for the resolution of any disputes or the enforcement of any rights
arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County, Illinois.
Complete Agreement:
This Agreement constitutes the final and complete agreement between the parties with respect to the subject
matter hereof and supersedes any prior or contemporaneous agreements, written or oral, with respect to such
subject matter. The provisions of any Licensee's purchase order and terms of Vigilant Solutions' project
quotation(s) are also included in this agreement as if copied in full. in the event of conflict the terms of this
Agreement shall control.
Relationship:
The relationship created hereby is that of Vigilant Solutions and Licensee. Nothing herein shall be construed to
create a partnership,joint venture, or agency relationship between the parties hereto. Neither party shall have any
authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to hind
or obligate the other in any manner to any third party. The employees or agents of one party shall not he deemed
or construed to he the employees or agents of the other party for any purpose whatsoever. Each party hereto
represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party.
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No Rights in Third Parties:
This agreement is entered into for the sole benefit of Vigilant Solutions and the Licensee and, where permitted
above, their permitted successors, executors, representatives, administrators and assigns. Nothing in this
Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm,
corporation or other entity, including, without Iimitation, the general public or any member thereof, or to
authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any
other relief in law or equity in connection with this Agreement.
Construction:
The headings used in this Agreement are for convenience and ease of reference only, and do not define, limit_
augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period
for performance shall he deemed calendar days and not business days, unless otherwise expressly provided
herein.
Severability:
If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision
shall be construed so as to make it enforceable to the greatest extent permitted. such provision shall remain in
effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force
and effect.
Federal Government:
Any use, copy or disclosure of Software Product(s) by the U.S. Government is subject to restrictions as set forth
in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-
7013(c)(1)(ii)(Oct 1988). FAR 12.212(a)(1995). FAR 52.227-19. or FAR 52.227 (ALT III).as applicable.
Right to Audit:
licensee, upon thirty(30) days advanced written request to Vigilant Solutions. shall have the right to investigate.
examine, and audit any and all necessary non-financial books, papers, documents, records and personnel that
pertain to this Agreement and any other Sub Agreements.
Notices:
All notices, requests, demands, or other communications required or permitted to be given hereunder must be in
writing and must he addressed to the parties at their respective addresses set forth below and shall be deemed to
have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the
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facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air
courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for
delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and
communications regarding default or termination of this Agreement shall be delivered by hand or sent by
certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
To Vigilant Solutions: To City of Elgin Police Department:
Vigilant Solutions Incorporated Attn: Bill Wolf
Attn: Sales Administration 151 Douglas Ave
2021 Las Positas Court - Suite # 101 Elgin, II,60120
Livermore. CA 94551
With a copy to:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin. Illinois 60120-5555
Joe Rush
Public Safety Systems Specialist
Elgin Emergency Communications
151 Douglas Ave
Elgin. II.60120
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IN WITNESS WHEREOF.the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, Inc.
Authorized Agent: Joseph L. Harzewski III
Title: VP. Sales and Marketing
Date:
Signature: ?
Enforcement Agency:
Authorized Agent: n,�_
Title: /"lel �i!_'1
Date: "-,22
Signature: tder,,e, -- .--..-------._—_._ ----_�-
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Law Enforcement Product - Software Site License Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions software site license program.
Site License Agreement Holder
Company/Aeencv Name:
Company/Agency Type:
Address:
Primary Contact
Name:
Title: Phone:
Email:
Supervisor Information
Name:
Title: Phone:
Email:
Financial Contact(Accounts Payable)
Name:
Title: i ------ Phone: ---
E�'mail:
Technical Support Contact# 1
Name:
Title: Phone:
Email:
Technical Support Contact#2
Name:
Title: Phone:
Email: E
For questions or concerns, please contact Vigilant Solutions' sales team:
saiest)vigiiantsolutions corn
1-925-398-2079