EVALUATION LICENSE AGREEMENT
~ ;"-,"
'Cyt/ei-science Corporatiol
End User Ijcense Agreement
.,
This CrJD U~)lH Licen:>e Ag~eement rAGRfEMENlj number -.1~~_ is made this 20th dayof ApI"" I
CYBERSCIF./I!CE CORPORATION. And The following End User:
a Colorado Corporation located at: Citv of Clearwater
10065 E. Harvard Avenue. Suite 800 ", !=;. nc:~p.ol.a....l'vp.nllF!
D.::ovcc. Colocado 80231 Clel'l1'"Wl'l+er. FlnrltlA ~AfiH;
Hereafter called "CYBERSaENCE~ Hereafter called thE' "'END USER-.
. 19~ by and between:
1. DEANITIONS
iM~- means the specific configuration of the SOAWARE license provided under this AGREEMENT as described in Exhibit -A-. attachc....:f ~efeto
and 'by this reference incorpoldlted within.
.CPU~ means the computer processing unit utilizing the SOFTWARE identified as:
Compute:r processor model: MI~rnVAV I'
Serial Number: WF85108471
locclted at the address: 1900 Grand Avenue
Clearwater~ Florida 34625
-SOFTWARE" means all or any combination of computer software components comprising the obJ~ code, in machine readable form. of the
CYBERSOENCE computer program(s) described in Exhibit "A.. together with any deriva~. parts, modified vemons or new releases !i:upplied
by C'fBERSOENCE and any associated user manuals or other documents supplied by CY8ERSOENCE.
2. !ERM
This AGRF.EMENT shall commence upon the date executed and continue unless terminated under the provisions of Pafi!lgldlph 11 bPlow.
3. liCENSE
3.1. in consid~ration of paYrm!nt of the UCENSE FEE. CYBERSOENCE hereby grants to' the END USER a per;onal. non~transferable, nori-cxdusrve
CLASS ~ perpetual license ("'lICENSE1 to use the SOFTWARE exclusively for the END USER's internal business operations only on the single
CPU defined ..bove.
3:,). The END USER shall be entitled to use the SOfTWARE only as a...thorized herein. The END USER shall be permitted to make only one backup
copy of tht. SOFTWARE as reasonably necessary to support the authorized useof theSOAWARE hereunder. The F.ND USER shall mak~ (10 other
cop~ of the SOFTWARE without the prior written consent 01 CYBERSOENCE. All copies 01 the SOFTWARE. whether made by C'f8ERSClENCE
or the .END USER. shall be in machine readable form only~ shan contain all copyright, trademark or other notices as they appear on the
SOFPNARE. and shall be the propt"rty of CYBERSOENCE. The END USER shall maintain a record of the number of and location of, all copie!l
of the SOfTWARE and shall make the list available to CYBERSQENCE upon request.
3.3. For the mutual security of both parties each copy of the'SOAWARE contains an expiration date. This dmce does not restrict the liCENSE
9cclnte1J by Paragraph 3.1.
3.4. CYBERSOENCE will r.otity the END USER automaticaUy in ,advance through the- SOAWARE that an expiration date is imminent and provide
patches to the END USER to extend the END USER's copy of the SORWARE in advance ot each expiry date. The END USER is responsible for
ensuring that such patches are received and applied in a timely fashion.
4. lICfNSE AND SUPPORT FEES AND PAYMENT~
The END USER shall pay the following amounts ("lICENSE FEE") to C'fBERSClENCE:
lICEf~SErE[: u.s. OGllar>: 51.460 (written:) Five Thousand Four Hundred and Si xty do II ors
TIlis UaNSE fEE must be paid within 30 days of the execution of this AGREEMENT.
4.2. The END USER shall pay the following amount< ("SUPPORT No€") to CYBERSOENCE:
SUPPORT FEE: U.S. Doliars: $ 1 ,024 (written:) One Thousand Twenty Four do liars
Th.;, SUPPORT ~EE must be paid to CYBERSOENCE within. 30 days of the <!lO!Cution of th~ AGREEMfNT. Ea<h yearty SUPPORT FEE
thereafter must be paid within 30 days of the yearly anniversaty of the execution of this AGREEMENT.
4.3. The END USER shall also pay any and all fedeJa~ state and local sales, seMce and use taxes levied or imposed upon the sale of the SvAWARE.
In the event CYBERSOENCE shall payor be required to payor collect any sales. service or use taxes, the ENU U~ER shall immediatply pay the
'S.alT,e to the CYBERSOENCE.
4.4. lhe END USER agrees to pay int~ on all amounts not paid as described above at the rate of pighteen percent per annum commencing from
the date 01 delivef)' of the SOFTWARE.
SUPPORT SERVICES
The initial software support servias period shall be for tweive months convnendng fram lhe date of this AGREEMENt".
Software support services will be reoewed automatically for a twelve month period at each Yc.Jrty anniversary of the execution of this
AGREEMENT unless terminated by the ENO USER th<ough written notice to C'fBERSOENU no later than forty-rcve days prior to the yearly
anr,iversaf)'. CYBERSOENCE will notify the END U5ER of anysoftwate support seMce lee price increase no Iaterth.n sixty days priorto the yearty
anniversary of this AGREEMENT.
5.3. In consideration of the payment ()f the SUPPORT FEE,. CYBERSOENCE shan provide to the END USER software support services as follo1NS:
(JO,' ~
4.1.
S.
5.1.
5.2.
c-o,_,-: - . _ _.-_. '_.
':'::-~~_:,:'-~:::;",,"'::-::":''3'-.-.'
-1-
,,-- . .-
,~-.--","-=.,=--,-;...
T
l\..
Assistance and advice on the use of th!OAWARE via telephone and facsimile cOmmunicatiJs during normal business hours.
Distribution of new releases and major updates to the SOFTWARE.
Technical bulletins and updated user documentation.
Notification of observed errors in the programs by CVBERSOENCE together with corrections and/or avoidance procedures when available.
The END USER shall notify CYBERSOENCE in writing of any suspected errors or defects in the SOFTWARE. together with available documentary
evidence. CYBERSOENCE will review the suspected errors or defects submitted by the END OSER. If CYBERSOENCE determines an error exists,
CfBERSOENCE will use reasonable efforts to (-affect the error or to prepare avoidance procedures, if possible and where appropriate.
CYBERSOENCE does not represent. warrant Qr covenant service results or that any errors or defects can or shall be corrected or avoided.
The END USER will take reasonable steps to ensure that the persons contacting CYBERSOENCE for software support services are reasonably
competent and trained in the operation of the SOFTWARE. Software support services are not intended to be a substitute for training.
END USER REPRESENTATIONS. WARRANTIES AND COVENANTS
The END USER shalf only allow employees, agents and subcontractors whose job performance is dependant on the SOFTWARE to have access
to the SOFTWARE, and then only upon giving prior instruction to the individuals relating to the representations, wananties and covenants of
the END USER under this AGREEMENT.
The ENO USER agree> not to cause or permit (al the modification of the SOFtWARE in any way. (b) the deletion of any proprietary rights notices.
'trademarks, trade narT'l6, symbols. abbreviations, logos or otherwise, contained in or on the SOFTWARE or any user manuals provided by
CYBERSOENCE, or (cl to re''''Be engin..... reverse compile. reverse assemble or disassemble the SOFTWARE.
The END USER agrees to not seD, convey, share or use in connection with or othelWise permit or allow any third.party to see, utilize, or become
familiarwith the Programs. The END USER shall not disclose, disseminate, communicate or otherwise permit or allow any third-party to become
privy to CYIl€RSOENCE's trade secrets. proprietary information. proprietary material andfor information and the END USER recognizes that the
SOFTWARE is provided to it in confidence and in secrecy.
OWNERSHIP I TITLE
CY8ERSOENCE wanants that it has the right to license the SOFlWARE. The END USER acknowledges and agree> that title to the SOFTWARE
and all materia~, documentation and information and any translations is vested e>cdusivelyin CYIl€RSOENCE and that all patent, copyrightand
other intellectual property rights and aU associated trademarks. trade names. devices. symbo~. abbreviations and secrets. goodwill and
contidentialand proprietary information therein are and shall remain vested in <"YBERSOENCE. The END USER agrees to sign such documents
as are reasonably requested by CYBERSOENCE from time to time to conrwm or protect the foregoing proprietary rights.
CONFIDENTIALITY AND PU8L1CITY
CYBERSOENCE and the END USER, for themselves and their directors, offICers, partners, employees, agents. representatives, contraCtors and
distributors agree that during the term of this AGREEMENT and thereafter. subject to Paragldlph 8.2 below, they shall treat as confidential and
not disclose. communicate, disseminate. or publish to any third-party without the prior written consent of the other. details of the other's
business operations. proprietary rights and techniques. the know-how, ideas and concepts relating to the SOFTWARE, contemplated new
products, internal documentation, protection and computer security schemes and customer lists. The obligations of this Paldlgf'aph shall not
relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained from a third-party
lawfully entitled to possess the information.
CY8EHSOENCE and the ENO USER agree that each may publicize the existence but not the details of this AGREEMENT.
LIMITED WARRANTIESIlfMITATfON OF LIABIliTY
CYIl€RSOENCE wanants for a period of ninety days from the execution of this agreement that the SOFTWARE licensed hereunder constitutes
an accul1'te manufacture of CYIl€RSOENCE's products and shall subs1antially conform with all concurrently published specifications delivere,j
therewith. CYIl€RSOENCE makes no wananties or representations of any kind. character. or nature with respect to the SOFlWARE or its
performance except asset forth hereinabove. CYBERSCIENCE MAKES ORGIVES NOWARRANTIES. CONDITIONS OR GUARANTEES. EXPRESSED
OR IMPLIED. STATUTORY OR OTHERWISE, INCLUDING. WITHOUT LIMITATION, THOSE R8.ATlNG TO MERCHANTA81L1TY OR FITNESS FOR
INTENDED OR PARTICUlAR USE, AND All WARRANTIES (EXCEPT THOSE WHICH MAY NOT BE lAWFUllY EXCLUDED) ARE HERE8Y
EXCLUDED. Any warranties hereunder shall be void if the SOFtWARE has been subject to abuse. misuse, accident, aUeration, neglect,
unauthorized repair Of installation.
CYBERSCIENCE SHALL NOT BE LIABlE TO THE END USER OR ANYTtDRO-PARTY UNDER THE lAW OF TORT, CONTRACT OR OTHERWISE, FOR
ANY LOSS OR DAMAGE, WHETHER DIRECT OR INDIRECT INCLUDING, WITHOUT LIMITATION, ANY LOST PROATS. SPECIAL. INCIDENTAL OR
CONSEQUENTIAL DAMAGES. WHETHER CAUSED BYTHE NEGLIGENCE OF CYBERSCIENCE OR OTHERWISE ARISING BY. RESULTING FROM.
OR IN CONNECTION WITH THE use. POSSESSION OR PERfORMANCE OF THE SOFlWARE. ANY LIABIliTY OF CYBERSCI~NCE SHALL 8E
liMITED TO THE LICENSE FEES RECEIVED 8Y CYBERSCIENCE FOR SUCH PROVEN DEFECTIVE SOFtWARE OR THE REPlACEMENT OF PROVEN
DEFECTIVE SOFtWARE, FROM WHICH SUCH LIABILITY DIRECTLY ARISES, AS CYBERSaENCE SHAlL IN ITS SOLE DISCRETION CHOOSE.
WITHOUT PREJUDICETO THEAIlOVE.IN THE EVENT THAT CYBERSaENCE IS HELD LIABlE, IN NO CASE SHALL CYBERSCIENCE'S LIABILITY
FOR DAMAGES HEREUNDER EXCEED $100.000.
Neither party shall be liable for any failure on its part to perfonn theobr'9ations underthis AGREEMENT if such failure results. wholly or partly,
from acts of God. any matters beyond the control of the defaulting Party. industrial disputes, shortage of materials, decisions of federal, state
or local governments, fire. explosion or accidents and other acts of force majeure.
PATENT/COPYRIGHT INDEMNITY
<.YBERSOENCE will defend and indemnify the END USER against a claim that the SOFtWARE furnished and used within the scop.e of this
AGREEMENT infringes upon a United States copyright or patent. provided that (al the END USER notifies CYBERSOENCE in writing within thirty
days of the claim; (bl CYBERSOENCE has sole control of the defense and all related settlement negotiations; and (c) the END USER provides
CiBERSOENCE with the assistance, information and authority necessary to perform the above. Reasonable out of pocket expenses incurred
by the END USER in providing such assistance will be reimbursed by CY8ERSOENCE.
CYBERSOENCE Shall have no liability for any claim of infringement based on: (a) the use of a superseded or altered release of the SOFTWARE
if such an infringement would have been al/oided by the use of a current unaltered release of the SOFTWARE that CYBERSOENCE provides to
5.3.1.
5.3.2.
5.3.3.
5.3.4.
5.3.5.
5.3.6.
6.
6.1.
6.2.
6.3.
7.
8.
8.1.
8.2.
9.
9.1.
9.2.
9.3.
10.
10.1.
10.2.
-2-
,
, ~o!I
, the ENO USER; or (b) the COmbination.lperation. or l,ISe of any SOFlWARf furnished under lis AGREEMENT with programs or data not
furnished by CYBERSOENCE if such infringement would have been avoided by the use of the SOFTWARE without such programs Of data.
10.3. In the..ent the SOFTWARE is held or believed by O'IlERSOENCE to infringe, CYBERSOENCE shall have the option, at its expense, to (a) modify
the SOFTWARE to be non-infringing~ (b) obtain for the. END USER a license to continue using the SOAWARE~ or (c) terminate the license for
tne infringing SOFTWARE and refund the LICENSE FEEs paid for the SOFTWARE, prorated over a five year term from the commencement date.
This Paldlgraph 10 states CYBERSOENCE's entire liability for infringement.
11. TERMINATION AND SUSPENSION
11.1. The END USER may terminate this agreement at any time upon thirty days notice to CYBERSOENCE, and only after complying with the terms
of Paragraph 11.4.
11.2. CVBERSOENCE may terminate this AGREEMENT immediately upon written notice to the END USER if:
11.2.1. The ENO USER fails to pay the UCENSE FEE within the terms of Paragraph 4.
11.2.2. In the ..ent of a defauk by the END USER as set forth in Paragraph 8.1.
11.2.3. U the END USER files a petition under any provision of the Federal Bankruptcy Code or any state law relating to insolvency or any such petition
is filed against either party, unless such petition and all proceedings thereunder are dismissed within thirty days from such filing; or a trustee
or receiver is appointed for all or any assets, unless such appointment is vacated or dismissed within thirty days from the date of such
appointment; or the effected party is adjudicated insolvent or bankrupt.
11.2.4. If any of the ENO USER's voting interests or any partne15hip interest (whichever is applicable) is acquired by a competitor of CY8ERSOENCE.
11.3. In the event of any other default hereunder which is not cured within thirty days of written notice, CYBERSOENCE may immediately terminate
this AGREEMENT.
11.4. In the event of any termination of this agreement:. the END USER shall immediately deliver to CYBERSOENCE all originals and copies of the _
SOFlWARE in the ENO USER's possession. The END USER shall certify in writing to CYBERSOENCE that the ENO USER has complied with this
obligation.
11.5. Termination of this ag....ment by either party will not result in the refund of any money to the ENO USER by CY8ERSaENCE.
12. RELATIONSHIP OF PARTIES
The parties to this AGREEMENT are independent contractors. No partnership, joint venture, or relationship of principal to agent. master to
servant, employer to employee or franchiser to franchisee or otherwise is established hereby between the parties. Neither party has the authority
to bind the other or incur any obligation on the other party's behalf.
ASSIGNMENT
The END USER may not assign this AGREEMENT and-the rights and obligations under it without the prior written consent of CYBERSCIENG.
NOTICE
Any notice, payment, consent, approval or other communication required or permitted under this AGREEMENT shall be deemed duly given if
in writing and personally delivered or sent by certified mail, postage prepaid" to the address al the head of this agreement, to the attention
of the president, and shall be deemed to be given on the date of first attempted delivery and any notice delivered by personal delivery, shall
be deemed delivered as of the date delivered. Any party, by written notice as described in this Paragraph, may change the address to which
future notices may be sent.
15. MISCELLANEOUS
15.1. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective permitted heirs, executors, personal
representatives, successors and assigns.
15.2. This AGREEMENT, together with any Exhibits attached hereto" constitutes the entire agreement of the parties and supersedes prior proposals,
ag reements and representations between them, ,whether written or oral. This AGREEMENT may not be modified, changed or amended in any
manner except by instrument in writing signed by the panies hereto. It is expressly agreed that any terms and conditions of the END USER's
purchase order shalf be superseded by the terms and conditions of the AGREEMENT.
15.3. The parag ra ph headings herein are inserted for corwenience of referenceonly and do not define,limit or proscribe the scope of this AGREEMENT
or any Exhibit attached hereto.
15.4. In the event any provision of this AGREEMENT is held to be invalid or unenforceable, the remaining provisions of this AGREEMENT will remain
in full force and effect. Any waiver hereunder by either party must be in writing and signed by the party to be charged. No waiver by either
party of any provision hereof shaH be deemed a waiver of any other provision hereof or of any subsequent breach by either party of the same
or any other provision.
15.s. The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, covenant.
obligation and provision hereof, and that failure to timely perform any of the terms. conditions, covenants, obligations or provisions hereof by
either party shall constitute a breach of and a default under this AGREEMENT by the party so failing 10 perform.
15.6. The parties hereto acknowledge and agree that the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the inleJpretation of this AGREEMENT or any amendments or Exhibils hereto.
.
13.
t4.
-3-
-
,',
fj 5~;. r This AGREEMENT shall be governed by &'d construed in accordance with the taws of the stole. of Colorado. Any action relating to this
AGREEMENT brought by the END USER ~inst C'l'8ERSOENCE will be inst~uted in a Stale or F.I~I Court in the State of Colorado.
IN WI/ NESS WHEREOF. this AGREEMENT has been executed as of the day and year first above written.
fot C'l'8ERSOENCE:
Cyberscience Corporation,
A Colorado corporalion~ ~
By: . .~.~
Step e . oy
Print Name:
for the END USER:
CITY OF CLEARWATER, FLORIDA
a-f'tx
Elit.(beth M. Deptula
By:
Print Name:
Title:
Vice President, Sales and Marketing
Title:
Ci t]/1anag.er
AGREEMENT version: 03/01/92
ATTEST:
Z.,.
E. c Go1It\ea.u,..City Clerk
.... -
Approved as to-~furr!i and.. correctness:
, .
-4-
f
J
. ~~.,
I
CY8ERSCIENCE LICENSE ClASS DEANiTlONS
EXHl81T "A"
I
t
SORWARE COMPONENT DERNlTlONS
OEVELOPMENT
A version of the SOFTWARE described below which is capable of developing, compiling and running new
programs or commands written in the language under the terms of the END USER's license agreement.
RUNTIME
A version of the SOAWARE described below which is only capable of eKeCUting progldlms or commands
which have been previously compaed with properly licensed DEVELOPMENT software.
CYBERQUERY
A query language.
O'BERSCREEN
A screen baSed and batch processing application development language.
VISUAL CYBfRQUERY
A screen based intefactive tool for creating, maintaining and processing reports. VISUAL CYBERQUERY
licenses include a RUNTIME CYBERQUERY ~cense.
VCQ LEVEL 1
A YefSion 01 VISUAL CYBfRQUERY which is only capable of running basic reports and mam"g labels.
VCQ LEVEL 2
A version of VISUAL CYBfRQUERY which includes the capabirrties of VISUAL CY8ERQUERY LEVEL 1 with the
additional ability to generate summary reports.
VCQ LEVEL 3
- . A ...rsion of VISUAL CYBERQUERY which includes the complete capabilities of the CYBfRQUERY Language.
OATA OICTIONARY MANAGER
A utility for defining or maintaining a new or existing application's physica1 and logical files, variables and
file relationships.
SORWARE ClASS DERNITIONS
ClASS 1
ClASS1Q
ClASS1S
A RUNTIME YefSion of CY8CRQUERY and CY8ERSCREEN.
A RUNTIME lIOfSion of CY8CRQUERY.
A RUNTIME ...rsion of CY8CIlSCREEN.
ClASS 2 1
OASS 2.2
QASS 2.3
ClASS ] IS
ClASS 2.2S
OASS 2.3S
ClASS 2.1DS
ClASS 2.2DS
VCQ LEVEL 1.
VCQ LEVEL 2
VCQ LEVEL3.
A RUNTIME version of CY8ERSCREEN with VCQ LEVEL 1.
A RUNTIME version of CYBEIlSCREEN with VCQ LEVEL 2
A RUNTIME YefSion of CY8CIlSClIEEN with VCQ LEVEL 3.
A RUNTIME version of CY8ERSCREEN with VCQ LEVEll and the Data Oictionary Manager.
A RUNTlM~ YefSion of CY8CIlSClIEEN with VCQ LEVEL 2 and the Data Oictional)/ Manager.
A RUNTIME YefSion of CYBERSCREEN and a DEVELOPMENTversio" of CY8ERQUERY with VCQ LEVEL 3 a"d
the DATA DICTIONARY MANAGER.
OASS 3
ClASS 4
A subseque"t DEVELOPMENTvemon of CYBERSCREEN and CYBERQUERY with VCQ LEVEL 3 and the OATA
DICTIONARY MANAGER. This ciass may only be licensed to a respective END USER afterthe FND USER has
previously purclvsed a QASS 6 license.
ClASS 5
A DEVELOPMENT version of CYBERQUERY with VCQ LEVEL 3 and the OATA DICTIONARY MANAGER.
OASS 6
A DEVELOPMENT version of CYBERSClIEEN and CYBERQUERY with VCQ LEVEL 3 and the DATA OIOIONARY
MANAGER.
-A-1-
COR P
I
h1'1b)(~1lI
June 3, 1994
Mr. George Denty
CITY OF CLEARWATER
112 South Osceola Avenue
Clearwater, FL 34616
-
Dear Mr. Denty:
Enclosed please find your copy of the signed Evaluation License Agreement.
Cyberscience will do everything possible to assure that you and your staff receive the
highest level of support and training available in the industry. Furthermore, we are
convinced that our commitment to research and development will ensure that you will have
the leading Fourth Generation Language for years to come.
Please accept our thanks for your confidence in our product and the people who stand
behind it.
Sincerely,
On E, {l~
Ann E. Arp
Administrator
..
Enclosure
AENdr
10065 E. Harvard Ave,
Suite 800 . Denver, Colorado 80231 . 303-745-3900 . 800-451-1544
303-745-3938 (FAX)