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HomeMy WebLinkAboutContract 37645September 12, 2008 Beatrice DeHoyos The City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 Dear Beatrice: cly NTRACT NO, f7(2Ll-� This letter sets forth the agreement between SkillSoft Corporation dlbla SkillSoft Direct ("SkillSoft") and The City of Fort Worth ("Customer') and will confirm the purchase of access to the Books Subscription Services (the "Agreement"), The City of Fort Worth hereby agrees to purchase the Services pursuant to the Subscription Pricing and SkillSoft agrees to provide such Services during the Subscription Period described herein. Services &Subscription Pricing: All pricing will remain in effect for 5 days from the date of this Agreement. Access to the following Books24x7 Referenceware services hosted by SkillSoft's wholly -owned subsidiary, Books247, for the applicable number of authorized users including all content updates to the Services during the Subscription Term: Referenceware Collection License Audience Size License Term Annual License Fee Total License Fee over License Term ® ITPro Collection 125 September 30, 2008 to September 29, 2009 $7,898.10 $7,898,10 ® BusinessPro Collection 13 September 30, 2008 to September 29, 2009 $2,001,90 $21001,90 TOTAL LICENSE FEES $9,900600 $9,900.00 Subscription Period: Customer shall be invoiced on the start date of the license term, and if applicable, on each annual anniversary of the start date of the license term in the amount of the total Annual License Fee set forth above. All amounts invoiced hereunder shall be due and payable net thirty (30) days from the date of invoice. The invoice will be sent to: Beatrice DeHoyos IT Services Specialist City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 Additional Terms: Use of the Services shall be governed by the Membership Agreement, which is part of the Service and found on the hosted site and may be presented to Customer's Authorized Audience as a "click through" screen. The parties agree that the Membership Agreement shall be modified as set forth below. Notwithstanding the foregoing, the terms and conditions set forth in the Membership Agreement shall survive in full force and effect, except as amended below: As an Authorized User, You will have a User Name and Personal Password that will enable You to access Books24x7.com through Your Internet access provider. You may not share, disclose or transfer Your Personal Password wish or to any third party. If You believe that the security of Your Personal Password has been breached, You must promptly notify Books24x7 of the breach. B24x7 will then cancel that password and issue You a new Personal Password. You are responsible for ensuring that all use of Books24x7.com under Your User Name and Personal Password complies with this Membership Agreement, and, to the extent allowed by law, You agree to indemnify and hold 13247, its affiliates, agents, employees, directors and suppliers harmless against any damages, costs or expenses arising out of Your improper use of Books24x7.com and the use by others of Books24x7.com under Your User Name and Personal Password, B24x7 reserves the right to cancel Your Personal Password, and thereby Your access to Books24x7.com at any time without refund if You fail to comply with the terms of this Membership Agreement or if B247, in its solediscretion, deems Your conduct in connection with Your use of Books24x7.com to be unacceptable. LIMITATION ON LIABILITY. IN NO EVENT SHALL 624X7, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, SUPPLIERS (INCLUDING CONTENT PROVIDERS) OR MARKETING PARTNERS BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (1) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES WHATSOEVER_ RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USAGE OF BOOKS24X7.COM 0 OFFICIAL RECURD l 61TY'SECRETARY FT. WORTH, TX THE PERFORMANCE OR NON-PERFORMANCE OF B207 OR BOOKS24X7.COM OR THE CONTENT ACCESSIBLE THROUGH BOOKS24X7.COM, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAD BEEN FORESEEABLE. YOU AGREE THAT THE LIABILITY OF B24X7, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING CONTENT )ROVIDERS) HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES AND IN NO EVENT SHALL IT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES PAID BY YOU TO B24X7 PURSUANT TO THIS AGREEMENT. Some states do not allow the limitations on liability and implied warranties set forth above. Accordingly, not all of the limitations set forth in this section may apply to You. This Membership Agreement and your compliance herewith shall be governed by the laws of the State of Texas. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. If you are in agreement wish the foregoing, please indicate your agreement and acceptance by signing in the space below and returning one copy to me. SKILLSOFT C RA n���G SOFT DIRECT gy; Date: '. r 1o�cK V, Mvc�0ty Accepted And Agreed To: The City of F rt Worth By:�✓�" Karen Montgomery, Assistant City Ma er /L�=a Maleshia Farmer, Assistant City Attorney OFFlClAL RECORD CITY SECRETARY T. WORTH, TX 00KS24X7.00M MEMBr.KZiHTr 14GREEP1r.1M V IMPORTANT NOTICE; TO BECOME AN AUTHORIZED USER OF BOOKS24X7.COM, YOU MUST AGREE TO THE TERMS OF THIS MEMBERSHIP AGREEMENT, IF YOU DO NOT AGREE TO THE TERMS OF THIS MEMBERSHIP AGREEMENT, YOU SHOULD RETURN TO THE PRECEDING SCREEN. THE SERVICE. Books24x7.com is an online library of third party reference materials, editorial materials, electronic books and other resources offered by Books24x7.com, Inc. ("1324x7 ). The content, services, programs and hours of operation of Books24x7.com may be expanded, restricted, updated or otherwise changed by B24x7 in its sole discretion at any time. PROPRIETARY RIGHTS. All content included on this site is the property of third party publishers or B24x7 and is protected by copyright and other laws relating to proprietary rights. All software used on this site is the property of B24x7 or Its software suppliers and is protected by copyright and other laws. B24x7 and its content providers and software suppliers retain all rights in their respective properties worldwide. PERSONAL PASSWORD; RESPONSIBILITY FOR USE; RIGHT TO TERMINATE. When You click on the "I Agree" button below or when you log in as an Authorized User under a company subscription, You will become an "Authorized User." As an Authorized User, You will have a User Name and Personal Password that will enable You to access Books24x7,com through Your Internet access provider. You may not share, disclose or transfer Your Personal Password with or to any third party. If You believe that the security of Your Personal Password has been breached, You must promptly notify B24x7 of the breach. B24x7 will then cancel that password and issue You a new Personal Password, You are responsible for ensuring that all use of Books24x7.com under Your User Name and Personal Password complies with this Membership Agreement, and You agree to indemnify and hold B240, its affiliates, agents, employees, directors and suppliers harmless against any damages, costs or expenses arising out of Your improper use of Books24x7.com and the use by others of Books24x7.com under Your User Name and Personal Password. B24x7 reserves the right to cancel Your Personal Password, and thereby Your access to Books240.com at any time without refund if You fail to comply with the terms of this Membership Agreement or if B24x7, in Its sole discretion, deems Your conduct in connection with Your use of Books24x7.com to be unacceptable. LIMITATIONS ON USE. Your use of Books24x7.com is expressly subject to the restrictions set forth below. If B24x7 detects or becomes aware of any failure to comply with any of these restrictions or becomes aware of any actions, which are in violation of its publishing partners' copyrights, it will take immediate action which can include terminating Your access to Books240.com immediately without refund. 1. You may not reproduce, retransmit, distribute, disseminate, sell, license, sublicense, lease, publish, broadcast or circulate any content or other materials accessed through Books24x7.com, except in accordance with the fair use doctrine under the copyright laws of the United States. 2. Books24x7 is an online resource. You may not download content for offline viewing unless explicitly authorized by Books24x7. Books24x7 reserves the right to determine whether user activity on the site is indicative of downloading. At it's sole discretion, Books24x7 may terminate access for any user considered by Books24x7 to be engaged in downloading. 3. Access to Book24x7.com servers is restricted to conventional non -accelerated browsers. You may not use any product, browser or browser feature that significantly accelerates the speed of page downloads, such as NetJet, NetSonic, MSIE Crawler or Teleport-Pro. 4. You may not use web robots, crawlers, wanderers or spiders in connection with Books24x7.com. 5. You may not permit the delivery of any content in violation of any applicable United States or Territory export control laws, restrictions and regulations relating to the distribution of technical information, as they exist from time to time, including, without limitation, those promulgated by the United States Department of Commerce; or, with respect to materials which You are allowed to post on the Books24x7.com website. DOWNLOADING CONTENT. Depending on the nature of your subscription, You may be entitled to download certain content, chapters or chapter -type content as indicated on the site by a download link. Depending on the content, you may or may not be limited to a specific number of downloads per title as designated on the site's download page. These downloads can be printed or stored on your hard drive for your personal use only and cannot be shared with others. You are authorized to use the downloads only during your paid subscription period and are required to delete and/or otherwise discard any content you have downloaded from the site when your subscription to Books24x7 is no longer active. TRIAL PERIOD. Unless You are an Authorized User under a company subscription, You are entitled to one free seven day trial to access and use Books24x7.com on a limited basis subject to the terms of this Membership Agreement. If You self -register for a free trial, You will be able to browse, search, use a personal bookshelf, and navigate through the content, but will not be able to view the complete content of each page of a particular title. Instead, some of the content will be hidden by x's. If, however, You are granted a free trial for corporate use through B24x7's sales department, You will have unlimited access to the complete content of Books24x7.com for the duration of the free trial. The free trial of Books24x7.com is a one time only offer and You are not entitled to any additional free trials regardless of the time that elapses between those trials and regardless of any changes in Your User Name, Personal Password, Internet access provider or other identifying information. You are responsible for the usage fees for whatever use You make of Books24x7.com after Your first free trial. USAGE FEES, If You wish to use Books24x7.com beyond the free trial period, You must pay the usage charges set forth on the Books24x7.com website, unless You are an Authorized User under a company subscription and Your company has agreed with B24x7 to pay Your usage charges. If You elect not to subscribe to Books24x7.com following Your trial period, B24x7 will automatically cancel Your Personal Password and thereby Your subscription. DISCLAIMERS. BOOKS24X7.COM AND ITS CONTENT ARE BEING PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. B24X7, ITS AFFILIATES, AGENTS EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR FREEDOM FROM VIRUSES. B24X7 DOES NOT WARRANT THAT THE OPERATION OF BOOKS24X7.COM WILL BE ERROR FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND YOU SHALL HAVE NO REMEDY AGAINST B24x7 WITH RESPECT TO THE SAME. You understand that any use of Books24x7.com and any of the content is entirely at Your own risk. You agree to take appropriate measures to safeguard Your data and information from Books24x7.com malfunctions. NO AFFILIATION. The presence of a hot link or advertisement by B24x7 on another web site does not indicate that B24x7 endorses, is affiliated with or bears any responsibility for the content on that site or that the owner of the linked site is affiliated with, or endorses or bears responsibility for B24x7 or Books24x7.com. LIMITATION ON LIABILITY. IN NO EVENT SHALL 624X7, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, SUPPLIERS (INCLUDING CONTENT PROVIDERS) OR MARKETING PARTNERS BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (1) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING ni IT nF OR IN CONNECTION WITH YOUR USAGE OF BOOKS24X7.COM OR THE PERFORMANCE OR NON-PERFORMANCE OF B24X7 OR BOOKS24X7.COM OR THE CONTENT ACCESSIBLE THROUGH BOOKS24X7.COM1 EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAD BEEN FORESEEABLE. YOU AGREE THAT THE LIABILITY OF B24X7, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING CONTENT PROVIDERS) HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES AND IN NO EVENT SHALL IT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100). Some states do not allow the limitations on liability and implied warranties set forth above. Accordingly, not all of the limitations set forth in this section may apply to You. USAGE INFORMATION. B24x7 complies with a published Privacy Policy which can be accessed by clicking on the Privacy Policy button above. SPECIAL NOTICE TO CALIFORNIA SUBSCRIBERS. As required by California Code Section 1789.3, this notice is to advise You of the following: 1. Books24x7.com. is a service provided by Books24x7.com, Inc., Inc., 100 River Ridge Drive, Norwood, Massachusetts 02062-50Z8. B24x7's telephone number is 781/440-0550. 2. For a description of current fees and charges for individual subscribers, please contact sales@books24x7.com. 624x7 reserves the right to change the amount of any fee or eharge and to institute new fees or charges, effective upon renewal of Your.Subscription, 3. If You have a complaint regarding Books240.com or desire further information on Your use of Books24x7.com, please contact 624x7 by email at info@books24x7.com or by telephone at 781/440-0550. For complaints, You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Sacramento, California 95814 or by telephone at 916/445-1254. MISCELLANEOUS ® In the event any of the provisions of this Membership Agreement is found to be invalid or unenforceable, the remaining provisions shall not be deemed impaired and a similar, enforceable provision shall be substituted in the place of the invalid or unenforceable one. Notices or questions to B24x7 shall be made by electronic mail addressed to info@UOOKS24x7.Com or conventional mail at the address for B24x7 set forth above. ® This Membership Agreement and your compliance herewith shall be governed by the laws of the Commonwealth of Massachusetts. Any dispute which may arise hereunder, if not settled by the parties directly or through alternate dispute resolution, shall be brought solely in the appropriate state or federal court sitting in Massachusetts and each party consents to the personal jurisdiction thereof. You agree that the United Nations convention on Contracts for the International Sale of Goods is hereby excluded.