END USER LICENSE AGREEMENT
~ . Cyberscience Corporati4n
End Usellicense Agreement
This ENO USER License Agreemeot fAGREEMfNT"} number 2684
CYIlERSOENCE CORPORATION,
a Colorado Corpofatioo located at:
10065 E. Harvard AvenuE; Suite.SOO
Denver, Colo",do 80231
Hereafter called "CY8ERSOENCE'
is made this.' 22rid dayof December
And The foUowing End User:
City:of Clearwater
112 s~ Osceola Avenue
Clearwater, FL 34616
Hereafter called the 'END USER".
. 19 -2L. by and between:
1. OEANITIONS
~"means the specific configu"'tion of the SOftWARE license provided und... this AGREEMENT as described in Exhibit 'A", attacl1ed hereto
and by this reference incorporated within.
"CPU" means the computer processing unit utilizing the SOFTWARE identified as:
Computer processor model: VKX 4300
Serial Number: WF02439343 .
t .-" t tL dd 1130 Cleveland Street
oca~ a lie a ress:
Clearwater, Fl 34616
"'SOFtwARE" means all Of any combination of computer software components comprising the object code, in machine rbdable form. of the
CY8ERSOeNCE computer program(s) described in Exhibit .A.. together 'With any derivatives. parts, modified versions or new releases supplied
by O'BERSOENCE and any associated u.... manuals or oth... documents supplied by CYBERSOENCE.
2. TERM
This AGREEMENT shall commence upon the date """"'ted and continue unless terminated under the provisions of Pa"'9"'ph 11 below.
3. liCENSE
3.1. In conside<ation of payment of the lICENSE FEE, CYBERSOENCE hereby 9",nts to the ENO USER a pe..onat non-ttansfetable, non-exclusive
ClASS 5. perpetual license (LICENSe, to u~ the SOfn.'VARE exclusively for the END USERs internal business operations only on the single
CPU derined above. . -
3.2. The END USER shall be entitled to use the SOFTWARE only as authorized he<ein. The ENO USER shall be permitted to make only one backup
copy of the SOftWARE as reasonably necessal)' to support the authorized use of the SOfTWARE hereunder. The END USER shall make no other
copies of the SOFTWARE without tile prior written consent of O'IlEIlSOENCE. All copies of the SOfTWARE, wheth... made by CYBERSOENCE
or the END USER. shall be in machine readable fonn only. shan contain aU copyright. trademark or other notices as they appear on the
SDftWARE, and shall be the property of CYBERSOENCE. The END USER shall maintain a record of the number of and location of, all copies
of the SOFTWARE and shall make the list available to CYBERSOENCE upon request
3.3. for the mutual security of both parties each copy of the SOAWARE contains an expif'C!ltion date. This device does not restrict the LICENSE
granted by Paragraph 3.1.
3.4. CYBERSOENCE will notify the END USER automatically in advance through the SOftWARE that an expj"'tion date is imminent and provide
patches to the ENO USER to extend the ENO USEIl's copy of the SOftWARE in advance of each ""Pity date. The ENO USER is responsible for
ensuring that such patches are received and applied in a timely fashion.
4. tlCENSE AND SUPPORT FEES AND PAYMENTS
0.1. The END USER shall pay the following amounts ("lICENSE FEE") to O'BERSOENCE:
LICENSE feE: U.S. Dalla..: S 11,457.00 (written:)Eleven Thousand Four Hundred Fifty Seven Dollars and 00/100
This LICENSE feE must be paid within 30 days of the execution of this AGREEMENT.
4.2. The END USER shall pay 'he following amounts ("SUPPORT FEE") to CY8ERSOENCE:
SUPPORTFEE: U.S. Dolla,,: S 2.543.00 (Wfitten:) Two Thousand Five Hundred Forty Three and 00/100
This SUPPORT FEE must be paid to CYBERSOENCE within 30 clays of the execution of this AGREEMENT. Each yearly SUPPORT FEE
thereafter must be paid within 30 days of the yearly annive=l)' of the execution of this AGREEMENT.
4.3. The END USER sball also pay any and all fede<at state and local sales. seMce and use taxes levied or imposed upon the sale of the SOfTWARE.
In the event O'BERSOENCE shaft payor be required to pay or collect any sales. selVice or use taxes, the ENO USER shall immediately pay the
same to the CYBERSOENCE.
.4 .4. The END USER agrees to pay interest on all amounts"not paid as described ab<we at the tate of eighteen percent per annum commencing from
the date of delivel)' of the SOftWARE.
S. SUPPORT SERVICES
5.1. The initial soltWare support seMces period shall be for twelve months commencing from the date of this AGREEMENT.
5.2. Software support setvices will be renewed automatically for a twelve month period at each yearly anniversal)' of the execution of this
AGREEMENT unless lenninated by the END USER thmugh written notice to O'IlEIlSOENCE no later than forty-fIVe days prior to the yearly
anniveaa<y. CYIlERSOENCE wiI notify the END USER of anysoftware support seMce fee price increase no Iateethen sixty days prior to the yearly
anniversary of this AGREEMENT. .
5.3. In conside"'tion of the payment of the SUPPORT fEE, CYBERSOENCf shall provide to the END USER software support services as follows:
-1-
@)
9.3.
10.2.
5.3.1_
5.3.2.
5.3.3.
5.3.4.
5.3.5.
Assislance and advice on 1he use of lheloRWARE via telephone and facsimIle communicaJ during normal business hours.
Distribution of new releases and major updates 10 lhe SORWARE.
Technical bulletins and updated user documenta-tion.
Notification of observed errors in the programs by CV8ERSOENCE together with corrections and/or avoidance procedures when available.
The END USER shaU notify CYBERSOENCE in writing of any suspected enot'S or defects in the SOFTWARE, together with available documentary
evidence. CYBERSOENCE witf review the suspected errors or defects submitted by the END USER. If O'BERSOENCE determines an error exists,
CYBERSOENCE wJ1l use reasonable efforts to correct the error or to prepare avoidance procedures. if possible and where appropriate.
CYBERSOENCE does not represent, warrant or covenant service results or that any errors or defects can 0,. shall be corrected or avoided.
The ENO USER wiU lake reasonable steps to ens"", that 1he pe<sons contacting CV8ERSOENCE for software support <eMces are reasonably
competent and trained in the operation of the SOFTWARE. Software support seJVices are not intended to be a substitute for training.
END USER REPRESENTATIONS. WARRAN11ES AND COVENANTS
The END USER shaU only aUow employees. agents and subcontractors whose job perlonnance is dependant on the SOFTWARE to have access
to the SOF1WARE. and then onty upon giving prior instruction to the individuals relating to the representations, warranties and covenants of
the ENO USER under this AGREEMENT.
The ENO USER agrees not to cause or permIt (a) themodifotion of the SORWARE in any way, (b) the deletion of any proprietary rights notices,
trademarks. tJade names, symbols. abbreviations. logos or otherwise. contained in or on the SOFTWARE or any user manuals provided by
CVSERSClEII!CE, or (e) to reverse engineer, reverse compile. reverse assemble or disassemble the SORWARE.
The END l!SER agrees to not sell. convey. share or use in connection with Ototherwise permit or allow any third~party to see. ut~ize. or become
familiar with the Programs. The END USER shaH not disclo~ disseminate. communicate or otherwtse permit or anow any third-party to become
privy to CYBERSOENCFs trade secrets. proprietary information. proprietary material and/or information and the END USER recognizes that the
SORWARE is provided 10 It In confidence and in secrecy. .
OWNERSHIP I TInE
CY8ERSOENCE waffilnts lhal It has the right to license the SORWARE. The ENO USER acknowledges and agrees lhat litle 10 the SORWARE
and aU materials, documenlation and information and any translations is vested e>eelusively in CVSERSClENCE and that all patent, copyright and
other intellec1ual property rights and aU associated trademarks, trade names, devices, symbols, abbrevIations and secrets, goodwill and
confidential and proprietary information therein are and shall remain vested in CY'BERSOENCE The END UseR agrees to sign such documents
as are reasonably requested by CY8ERSClENCE from lime to time to conform or protect the foregoing proprietary rights.
CONFIDENTIAliTY AND PU8UClTY
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 10 Paragraph 8.2 below, they shall treat as confidential and
not disdose, 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 (0 the SOAWARf., contemplated new
products, internal documentation, protection and computer security schemes and customer lists. The obligations of this Paragraph 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 entiUed to possess the information.
CYBERSOENCE and the END USER agree that each may publicize the existence but not the details of thrs AGREEMENT.
LIMITED WARRANTIESIlIMITATlON OF lIA81l1TY
CYBERSOENCE waffilnts for a period of ninety days from the execution of this agreement that the SOFTWARE &censed hereunder constitutes
an accucate manufacture of CYBERSOENCFs products and shaU substantiaUy conform with all concurrent~, published specifications delivered
therewith. CYBERSOENCE makes no warranties or representations of any kind. ct~ldIcter. or nature with respect to the SOFTWARE or its
performance..."ptasset forth hereinabove. CYBER5CIENCE MAKES ORGIVES NOWARRANTJES. CONDITIONS OR GUARANTEES, EXPRESSED
OR IMPUED, STATUTORY OR OTHERWISE. INClUDING, WITHOUT UMlTATlON, THOSE RElATING TO MERCHANTABILITY OR ATNESS FOR
INTENDED OR PARTICUlAR USE. AND All WARRANTIES (EXCEPT THOSE WHICH MAY NOT 8E LAWFUllY EXCLUDED) ARE HERE8Y
EXCLUDED. Any warrcmties hereunder shall be void if the SOFTWARE has been subject to abuse, misuse. accident.. alteration, neglect,
unauthorized repair or installation.
CY8ER5CENCE SHALl NOT 8E UABLE TO THE END USER OR ANYTHIRD-PARTY UNDER THE LAW OF TORT, CONTRACT OR OTHERWISE. FOR
ANY LOSS OR DAMAGE. WHErHER DIRECT OR INDIRECT INClUDING, WITHOUT UMITATlON,ANYLOST PROATS, SPECIAl. INCIDENTAl OR
CONSEQUENTIAL DAMAGES, WHETHER CAUSED BYTHE NEGUGENCE OfCYBERSOENCE OR OTHERWl5E ARISING BY, RESULTING FROM,
OR IN CONNECTION WITH THE USE. POSSESSION OR PERFORMANCE Of THE SOFIWARE. ANY L1AB1UTY OF CY8ER5CIENCE SHALl 8E
UMITED TO THE UCENSE FEES RECEIVED BY CY8ER5CIENCE FOR SUCH PROVEN DEFECTIVE SORWARE OR THE REPlACEMENT OF PROVEN
DEfKTlVE SORWARE. FROM WHICH SUCH UABIUTY DIRECTLY ARISES, fJlS CYBERSOENCE SHALl IN ITS SOLE DISCRETION CHOOSE.
WITHOUT PREJUDICE TO THE ABOVE. IN THE EVENT THAT CY8ER50ENCE 15 HELD UABLE. IN NO CASE SHALl CYBERSClENCE'S lIABIUTY
FOR DAMAGES HEREUNDER EXCEED $100,000.
Neither party shall be liable for any faIlure on its part to perform 1he obligations under this AGREEMENT W such failure results, wholly or partly,
from acts of God, any matters beyond lhe control of the defaul1ing Party, induslrial disputes, shortage of materials, decisions of federal, slate
or Iocat governments. fire. explosion or accidents and other acts of force majeure.
PATENTICOPYRIGHT INDEMNITY
CYBERSOENCE will defend and indemnify the END USER against a claim that the SOFTWARE furnished and used within the scope of this
AGREEMENTinfringes upon a United Slates copyright or patent, provided that (a) the END USER notifies CV8ERSOENCE in writing within thirty
days of lhe claim; (b) CV8ERSOENCE has sole control oj 1he defense and all related settlemenl negoliations; and (c) the ENO USER provides
CY8ERSClENCE with the assislance, information and authority necessary to perform the above. Reasonable out of pocket expenses incurred
by the ENO USER in providing such assislance will be reimbursed by CV8ERSOENCE.
CYBERSQENCE 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 avoided by the use of a current unaltered release of the SOAWARE that CYBERSOENCE provides to
5.3.6.
6.
6.1.
6.2.
6.3.
7.
8.
8.1.
8.2.
9.
9.1.
9.2.
10.
10.1.
-2.
- .
the ENO USER; or (b) the COmbination.lper.otion. or use of any SOAWARE fumjshed under tL AGREEMENT with programs or data not
furnished by Cl'8ERSOENCE if such infringement would have been avoided by the use of the SOFTWARE without such programs or data.
10.3. In the ..ent the SOFTWARE js held or beroevecl by CYBERSOENCE to infringe, CY8€RSOENCE shan have the oplion, at its expense, to (a) modify
the SOFTWARE to be non-infringing, (b) obtain for1he!!ND USER a license to conlinue using the SOFTWARE, or (c) terminate the license for
the infringing SOFTWARE and l1!fund the lICENSE FEEs paid for the SOAWARE. prorated over a five year term from the commencement date.
Thjs Paragraph 10 states CY8ERSOENCE's enlire liability for infringement.
11. TERMINATION AND SUSPENSION
11.1. The END USER may terminate thjs agreement at any lime upon thirty days notice to CY8€RSOENCE. and only after complying with the tern"
of Paragraph 11.4.
11.2. CYBERSOENCE may terminate this AGREEMENT immediately upon written notice to the ENO USER if:
11.2.1_ The END USER fails to pay the LICENSE FEE within the terms of Paragraph 4.
11.2~ In the ..ent of a default by the END USER as set forth in Paragraph 8.1.
11.2.3. If the END USER fileS a petition under any provision of the Federal Bankruptcy Code or any state law retating to insolvency or any such petition
is filed against either party, unless such petition and an proceedings theteunder are dismissed within thirty days from such filing; or a trustee
or receiver is appointed for aU or any assets, unless such appointment is vacated or dismissed within thirty days from the date of such
appointment; or the e~ected party is adjudicated insolvent or bankrupt
11.2.4.11 any o.f the EN.D. USER'> voting interests or any partnelShip interesl (whichever is applicable) is acquired by a competitor of CYBERSOENCE.
11.3. In the event of any other default hereunder which is not cured within thirty days of written notice, CYBERSOENCE may immediately tenninate
this AGREEMENT.
11.4. In the event of any termination of thjs agreemen\, the END USER shaD immediately deliver to CYBERSOENCE all originals and copies of the
SOAWARE in the END USER's possession. The END USER shall certify in writing to CYBERSOENCE that the ENO USER has compGed with this
obrtgation.
11.5. Termination of thjs agreement by either party wlll not resuk in the refund of any money to Ihe ENO USER by CY8ERSOENCE.
12. RELATIONSHIP OF PARTIES
The parties to this AGREEMENT are independent contractors. No partnership, joint venture~ or relationship of principal to agent. master to
servan\, employer to employee or franchiser to franchjsee 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.
13. ASSIGNMENT
The END USER may not assign this AGREEMENT and the rights and ob~9ations under it without .the prior written consent of CVBERSOENCE.
14. NOTICE
Any notice, payment,. consent.. approval or other communication required or permitted under this AGREEMENT shall be deemed duly given if
in writing and personaUy delivered or sent by certirled mail.. postage prepaid. to the address at the head of this ag reement,. to the attentio"-
of the presiden\, and shaU be deemed to be given on the date of f..t a"empted derlVery and any notice delivered by personal delivery, shall
be deemed delivered as of the date delivered. Any party. by wrinen notice as described in this Paragraph, may change the address to which
future notices may be sent.
IS. MISCELLANEOUS
15.1. This AGREEMENT shall be binding upon and inure to the benefit of toe 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,
agreements and representations between. them, whether written orocal. This AGREEMENT may not be modified, changed or amended in any
manner except by instrument in writing signed by the parties hereto. It is expressly agreed that any terms and conditions of the END USER's
purchase order shall be superseded by the terms and conditions of the AGREEMENT.
15.3. The paragraph headings herein are inserted for convenience of reference only 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 pany must be in writing and signed by the party to be charged. No waiver by either
party of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by either party of the same
or any other provision.
15.5. The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every leon. 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 defauk under this AGREEMENT by the party so failing to 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 pany shall not be employed in the interpretation of this AGREEMENT or any amendments or Exhibits hereto.
-3-
.
15.7. This AGR€EMENT shall be governed by aid consllued in accordance with the :WS of the ~ta~ of O>lorado. Any action relating to this
AGREEMENT brought by the END USER against CYBERSOENCE wiB be instituted in a State or Fedelal Court in the State of O>lolado.
IN WITNESS WHEREOf, this AGREEMENT has been executed as of the day and year first above written.
for CYBERSOENCE:
CybeBcience Corporation,
A O>lorado corpolation j?~ i<
By. ~~ 4:",,---
Print Name: Stephen f. Ro
for the END USER:
8y:
..f);,~ ~!:-;/</L
'jEORGE'E Mr.KIRRFN
"u1chasing Manager
Print Name:
Title:
Vice President. Sales and Marketing
Title:
AGREEMENT version: 03lOt/92
-4-
"
SORWARf COMPONENT DEfINITIONS
DEVELOPMENT
RUNTIME
CYeERQUERY
CI'llERSCREEN
VISUAl CYeERQUERY
VCQ lEVEL 1
VCQ LEVEl 2
VCQ lEVEl 3
DATA DlcnONARY MANAGER
SORWARf ClASS DEAMTlONS
QASS 1
OASS1Q
OASS IS
QASS 2.1
QASS 2.2
QASS2.3
OASS 2.1S
OASS 2.2S
OASS 2.3S
OASS 2.1 OS
OASS 2.20S
QASS3
OASS 4
QASS 5
OASS 6
. .
I
CYBERSOENCE LICENSE ClASS DEfINITIONS
EXHIBIT "A"
I
A version of the SOAWARE 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.
A version of the SOFTWARE descnDed below which is onty capable of executing programs or commands
which have been previously compiled with properly licensed DEVELOPMENT software.
A query language.
A screen based and batch processing application development language.
A screen based interactive tool for creating. maintaining and processing reports. VISUAL CYBERQUERY
~censes include a RUNTIME CY8ERQUERY license.
A version of VISUAl CYBERQUERY which is only capable of running basic reports and mailing labels.
A ve"ion of VISUAl CY8ERQUERY which indudes the capabil~ies of VISUAl CYBERQUERY LEVELl with the
additional ability to generate summary repom.
A version of VISUAl CYeERQUERY which includes the completecapab~;ties of the CYBERQUERY language.
A utility for defining or maintaining a new or existing apptication's physical and Iogicat files, variables and
file relationships.
A RUNTIME version of CY8ERQUERY and CY8ERSCREEN.
A RUNTIME version of CYBERQUERY.
A RUNTIME version of CY8ERSCREEN.
VCQ LEVEL 1.
VCQ LEVEL 2
VCQ LEVEL 3.
A RUNTIME ve"ion of CYBERSCREEN with VCQ LEVEL 1.
A RUNTIME ve"ion of CY8ERSCREEN with VCQ LEVEL 2
A RUNTIME ve"ion of CYBERSCREEN with VCQ LEVEL 3.
A RUNTIME version of CYBERSCREEN with VCQ LEVell and the Data Oktionary Manager.
A RUNTIME version of CYBERSCREEN with VCQ LEVEL 2 and the Data Dictionary Manager.
A RUNTIME version of CY8ERSCREEN and a DEVELOPMENT ve"ion of CY8ERQUERY with VCQ LEVEL 3 and
the DATA OICTIONARY MANAGER.
A subsequent DEVelOPMENT version of CY8ERSCREEN and CY8ERQUERY with VCQ LEVEL 3 and the DATA
OICTIONARY MANAGER. This class may only be licensed to a respective END USER after the END USER has
previously pun:hased a QASS 6 rlCense.
A DEVELOPMENT version of CYeERQUERY with VCQ LEVEL 3 and the DATA DICTIONARY MANAGER.
A DEVelOPMENT version of CYBERSCREEN and CY8ERQUERY with VCQ lEVEL 3 and the DATA DICTIONARY
MANAGER.
-A+