HomeMy WebLinkAboutContract 61074DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
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CSC No.61074
ADDENDUM TO SEPASOFT SOFTWARE LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
SEPASOFT, INC.
This Addendum to Sepasoft Software License Agreement ("Addendum") is entered into
by and between Sepasoft, Inc., a California Corporation ("Vendor") and the City of Fort Worth
("City"), collectively the "parties."
The Contract documents shall include the following:
1. Exhibit A — Sepasoft Software License Agreement;
2. Exhibit B — Seller's Proposal;
3. Exhibit C — Network Access Agreement; and
4. This Addendum.
Notwithstanding any language to the contrary in the attached documents, collectively
referred to herein as the ("Agreement"), the parties stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto, that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall commence upon the date signed by the Assistant City
Manager below ("Effective Date") and shall expire August 8, 2024 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by
the parties. This Agreement may be renewed for eight (8) one-year renewals at the City's option,
each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew
at least thirty (30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
OFFICIAL RECORD
CITY SECRETARY
Addendum Page 1 of 15
FT. WORTH, TX
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
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Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
7. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnitv. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 9, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
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available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
14. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
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Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
15. Addendum Controlling. If any provisions of the attached documents conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
16. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit "C" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel, requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"), National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
17. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
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to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
18. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies
that Vendor's signature provides written verification to City that Vendor: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
19. Rialit to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
20. Prohibition on BovcottinR EnerRv Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
21. Prohibition on Discrimination Avainst Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies
that Contractor's signature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
Addendum Page 6 of 15
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trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
22. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology
Liability policy. Defense costs shall be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the
following:
virus;
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with
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final adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property
infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including
infringement of patent, copyright, trade mark or trade secret,
brought against the City for use of Deliverables, Software or
Services provided by Vendor under this Agreement;
1.1.3.3.6. Technology coverage may be provided
through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is
exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole
responsibility of the Vendor and may not exceed $50,000 without
the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of
insurance, or a full copy of the policy if requested, shall be submitted
to the City to evidence coverage; and
1.1.3.3.7. Any other insurance as reasonably requested
by City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
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business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained
all required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
[Signature Page Follows]
Addendum Page 9 of 15
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
Vendor: Sepasoft, Inc.
DocuSigned by:
By: B
Name Q1e
y evshemal
Title: xeDCDuc#ive4&ficer (CEO)
Date: 03/04/2024 1 15:29 PST
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: Chris H a rder(Mar 8, 202407:33 CST)
Name: Christopher Harder, P.E.
Title: Water Department Director
Approved as to Form and Legality:
By:
Name: Taylor C. Pars
Title: Assistant City Attorney II
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Aa&?' Gf)4Z,:Zem,
Name:
Pattyif/ean Wilson
Title:
Contract Services Administrator
City Secretary
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 10 of 15
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
Exhibit A
SEPASOFT SOFTWARE LICENSE AGREEMENT
(Last Updated: January 9, 2024)
IMPORTANT - READ CAREFULLY: THIS SEPASOFT SOFTWARE LICENSE AGREEMENT
("SLA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A
SINGLE ENTITY) AND SEPASOFT, INC. BY CLICKING ACCEPT, INDICATING
ACCEPTANCE ELECTRONICALLY, OR BY DOWNLOADING, INSTALLING OR USING THE
SOFTWARE, YOU AGREE TO THIS SLA, INCLUDING THE LIMITED WARRANTY,
DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS. IF THE INDIVIDUAL
PERSON ACCEPTING THESE TERMS IS ACTING ON BEHALF OF ANOTHER PERSON,
COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND
WARRANTS THAT IT HAS FULL AUTHORITY TO BIND THAT OTHER PERSON,
COMPANY OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT WANT TO ACCEPT
THE TERMS OF THIS SLA, YOU SHOULD NOT CLICK ACCEPT, DOWNLOAD, INSTALL
OR USE THE SOFTWARE, AS DOING ANY OF THE FOREGOING CONSTITUTES YOUR
BINDING ACCEPTANCE OF THE TERMS OF THIS SLA.
DEFINITIONS.
1.1. "Activation Key" means an alphanumeric code that enables You to
activate and use the Software.
1.2. "Affiliates" means entities that Control, are Controlled by, or are under
common Control with a party.
1.3. "Claims" has the meaning set forth in Section 9.
1.4. "Control" (including the terms "Controlled by" and "under common Control
with") means authority which an entity has over another entity through any of the
following, directly or indirectly: (i) ownership of 50% or more of the share capital
or other ownership interest in such other entity; (ii) the right to exercise 50% or
more of the votes in such other entity; (iii) the contractual right to designate more
than half of the members of such other entity's board of directors or similar
executive body; or (iv) by virtue of any power conferred by the law, constitutional
documents, agreements or arrangements regulating or relating to such
undertaking.
1.5. "Documentation" means the then -current information regarding the
Software that is generally provided or made available to You by Sepasoft either in
print or electronic form, and which may include end user manuals, operation
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instructions, installation guides, release notes and on-line help files regarding the use
of the Software.
1.6. "Evaluation Instance" means an Instance of the Software that has not
been activated using an Activation Key provided by Sepasoft.
1.7. "High -Risk Activities" has the meaning set forth in Section 11.
1.8. "Inductive Automation" means Inductive Automation, LLC, a California
limited liability company, having a principal place of business at 90 Blue Ravine
Road, Folsom, California 95630, USA.
1.9. "Instance" means a single copy of the Software running on a single
physical or virtual machine.
1.10. "Non-Sepasoft Application" means a Web -based, mobile, off line or other
software application or module functionality that interoperates with the Software,
that is provided by You or a third party and/or listed on an online directory,
catalog or marketplace of applications or modules that interoperate with the
Software.
1.11. "Registered Instance" means an Instance of the Software that has been
activated using an Activation Key provided by Sepasoft. If such an Activation Key
is subsequently used to activate a different Instance of the Software, then the
first Instance of the Software will automatically cease to be a Registered
Instance.
1.12. "Reseller/OEM Product" means a product into which a system integrator
or original equipment manufacturer has integrated the Software.
1.13. "Sepasoft" means Sepasoft, Inc., a California corporation, having a
principal place of business at 1262 Hawks Flight Court, Suite 190, El Dorado Hills,
California 95762, USA.
1.14. "Software" means modules supplied by Sepasoft that are installed on the
Ignition by Inductive Automation® software platform and all versions,
enhancements, modifications, improvements, derivatives, updates and new
releases thereof.
1.15. "Support" means installation assistance, configuration help,
troubleshooting, updates and upgrades, user training, customer assistance
(hotline/tickets), license help, scripts, example projects, performance
optimization, security guidance, and similar customer assistance activities
provided by Sepasoft.
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1.16. "Third -Party Licenses" has the meaning set forth in Section 19.
1.17. "Third -Party Software" has the meaning set forth in Section 19.
1.18. "Third -Party Software Developers" has the meaning set forth in Section
19.
1.19. "You" and "Your" mean the person, company or other legal entity which is
downloading, installing or using the Software, and any successor or assignee of
the same.
1.20. "Warranty Period" has the meaning set forth in Section 8.1.
f►�1111144Z 611:110* _ Z110
2.1. License. You acknowledge and agree that the Software is licensed, not
sold. Subject to Your compliance with all the terms and conditions of this SLA,
Your timely payment of all applicable license fees and Your compliance with the
activation process, Sepasoft grants You a worldwide, perpetual (subject to
Section 13), personal, non-exclusive, non -transferable (except as set forth in
Section 2.5) and non-sublicensable license to download, install and use the
Software and Documentation solely for Your internal business purposes pursuant
to the terms of this SLA. Sepasoft reserves all other rights in and to the Software
and Documentation not granted to You in writing herein. If You are a company or
other legal entity, You are responsible for Your personnel and authorized
contractors with respect to this SLA. Without limiting the generality of the
foregoing, any actions or omissions of Your personnel or authorized contractors
pertaining to the Software, the Documentation or this SLA will be deemed to be
Your action or omission. Any use of the Software by Your personnel and
authorized contractors shall be solely for Your internal business purposes.
2.1.1. Site License. If you plan to configure the Software for multiple
physical production sites, a site license is required for each physical
production site. A site license grants you the right to configure unlimited
machines within reason.
2.1.2. Machine License. If you plan to configure the Software for multiple
machines, a machine license is required for each machine.
2.1.3. MES Enterprise License. An MES Enterprise license supports MES
architectures including multiple sites and machines and requires licenses
as defined in sections 2.1.1 and 2.1.2.
2.2. Limited Rights Versions. If the Software version You acquired is marked
or otherwise identified as intended solely for a specific or limited use, then You
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
may only use it as so specified. You may not use the following versions of the
Software (i) for commercial or revenue -generating activities or (ii) except as
expressly permitted by this Section 2.2, for the benefit of a tax-exempt charity or
nonprofit.
2.2.1. Maker Edition. Only for personal use by an individual.
2.2.2. Educational Edition. Only for educational use. You must be faculty
or staff at an educational institution and use the Software only for
teaching and training students. For the avoidance of doubt, educational
use does not include research.
2.3. Evaluation Instance. You may use an Evaluation Instance of the Software
without charge on an evaluation basis; provided, that Your use is limited to a two-
hour runtime only. To use the Software without this runtime limitation, You must
have a Registered Instance of the Software.
2.4. Registered Instance. After You activate the Software using an Activation
Key provided by Sepasoft, You have a Registered Instance of the Software. You
are licensed to activate only the number of Instances of the Software
corresponding to the number of Activation Keys that You received from Sepasoft.
2.5. Transfer of Reseller/OEM Products to End Customer. If You are a system
integrator or original equipment manufacturer and You have integrated the
Software into a Reseller/OEM Product for purposes of reselling such integrated
product to Your end customer, You may transfer the Software, as part of the
integrated product, to Your end customer upon their acceptance of this SLA and
Your completion of the Software transfer registration process. If You are an end
customer receiving a Reseller/OEM Product, You acknowledge and agree that (i)
You have accepted and are bound by this SLA; (ii) the system integrator or
original equipment manufacturer is not authorized to modify or amend this SLA
or to offer any warranties or representations regarding the Software on
Sepasoft's behalf; (iii) Sepasoft's sole obligations with regard to the Software are
as set forth in this SLA; and (iv) You will look solely to the system integrator or
original equipment manufacturer for any defects in the Reseller/OEM Product, or
incompatibilities with the Software.
2.6. Support Services. This SLA does not give You the right to any Support that
Sepasoft may offer from time to time. Sepasoft may, at its option and as part of
its sales policy, make such Support available to users with Registered Instances
of the Software under terms to be determined from time to time by Sepasoft.
3. RESTRICTIONS.
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3.1. Design and Use Restrictions. You may not reverse engineer, decompile,
disassemble or create derivative works based on the Software or Documentation, or
work around or bypass any technical restrictions or limitations in the Software,
except and only to the extent that such activity is expressly permitted by applicable
law. You may not convert the Software or its parts to a different computer language
or environment, either manually, or using an automated conversion tool, such that
the Software or any modification thereof will run under any language, software, or
program other than that implemented by Sepasoft. You may not remove, minimize,
block or modify any logos, trademarks, copyright notices or other notices of Sepasoft
or its licensors that are included in the Software or Documentation. Except as
expressly stated herein, You may not sublicense, rent, lease, sell, trade, resell, modify,
duplicate, reproduce, copy, transfer or lend the Software without Sepasoft's written
consent. You may not publish or publicly distribute any Activation Keys, serial
numbers, access codes, unlock -codes, passwords or other end -user -specific
registration information that would allow a third party to activate the Software
without a valid license from Sepasoft.
3.2. Hosted Systems. You acknowledge and agree that hosted commercial
systems for the benefit of a third party are prohibited unless You obtain a special
service provider license and written approval from Sepasoft. You will not permit
any third party to benefit from the use or functionality of the Software via a rental,
lease, timesharing, service bureau, hosting service or other arrangement except
pursuant to a special service provider license from Sepasoft. If You are
interested in using the Software in this manner, You must contact the Sepasoft
sales department.
4. APPLICATION OF THE MOST RECENT SLA. You acknowledge and agree that
Sepasoft may amend this SLA, in its sole discretion, at any time, and the amendments
will be effective as soon as (i) they are posted through the Software or on the Sepasoft
website for the Software (currently at https://www.seDasoft.com/license), or (ii) when
Sepasoft notifies You by other means. You agree to regularly check such website for
updates to the SLA. It is important that You review this SLA whenever it is amended
because Your continued use of the Software indicates Your agreement to the
amendments. If You do not agree to any amendment, You must immediately stop using
the Software and terminate this SLA.
5. INTENTIONALLY OMITTED.
6. DATA. You acknowledge and agree that Sepasoft may: (i) collect and process
technical and related information about Your use of the Software, which may include,
without limitation, modules installed, usage statistics (e.g., number of sessions, tags,
projects, devices, connections, etc.), Software version, country, language, time zone, OS
version, CPU architecture, memory size, and other similar data; and (ii) create certain
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
aggregated, de -identified information related to the Software, including information
about the Software environment, performance, and other usage information. You
authorize Sepasoft to use such data to support and troubleshoot, analyze trends and
benchmark, and test and improve the Software.
7. OWNERSHIP AND INTELLECTUAL PROPERTY. Ownership of the Software
remains with Sepasoft. You are not obtaining ownership of the Software or any
intellectual property rights related to it by licensing the Software. The Software and
Documentation are protected by copyright, trade secret, patent and other intellectual
property laws of the United States and other countries, and through international treaty
provisions. Sepasoft retains all right, title and interest in and to the Software and
Documentation, including any enhancements, updates, upgrades, modifications,
improvements and derivatives thereof, and all intellectual property rights therein. You
agree not to prevent or seek any legal action to prevent Sepasoft from developing any
updates, enhancements, modifications, improvements or upgrades to the Software,
including development of any modules based on its own efforts and intellectual
property. Sepasoft reserves all rights to any reproduction of the Software, including its
Documentation, logos, trademarks, icons and interface in whole or in part. Sepasoft may
make changes to the Software or Documentation at any time without notice. Except as
otherwise expressly provided in this SLA, Sepasoft grants no rights under Sepasoft
patents, copyrights, trademarks or other intellectual property rights.
8. LIMITED WARRANTY AND DISCLAIMERS.
8.1. W rranty. Sepasoft represents and warrants that the Software will
conform in all material respects with the Documentation provided to You by
Sepasoft for a period of sixty (60) days from the date You first use Your
Activation Key to activate the Software ("Warranty Period"). This warranty shall
be void if the non -conformity is caused by Your failure to use the Software in
accordance with the Documentation or comply with the terms and conditions of
this SLA.
8.2. Disclaimers. EXCEPT AS SET FORTH IN SECTION 8.1 OF THIS SLA, AND
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (1) SEPASOFT MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE, SUPPORT
OR DOCUMENTATION, AND (II) THE SOFTWARE, SUPPORT AND
DOCUMENTATION PROVIDED UNDER THIS SLA ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS. SEPASOFT EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
REGARDING THE SOFTWARE, SUPPORT AND DOCUMENTATION, INCLUDING
(WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF TITLE, NON -
INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON -INTERRUPTION OF USE AND FREEDOM FROM BUGS. SEPASOFT MAKES
NO WARRANTY THAT THE SOFTWARE, SUPPORT OR DOCUMENTATION WILL
MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL BE
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
UNINTERRUPTED OR ERROR -FREE, NOR DOES SEPASOFT MAKE ANY
WARRANTY THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR
THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY OTHER HARDWARE,
SOFTWARE OR SERVICE. YOU ASSUME COMPLETE RESPONSIBILITY FOR
DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED
USING THE SOFTWARE, SUPPORT OR DOCUMENTATION. NO ORAL OR
WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR
ADVICE GIVEN BY SEPASOFT OR ITS AUTHORIZED REPRESENTATIVES SHALL
CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE
OF THE EXPRESS WARRANTIES PROVIDED IN THIS SLA. YOU ASSUME THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK
OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR.
SEPASOFT HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU FROM ANY
CLAIM OF ANY KIND ARISING OUT OF, OR RELATED TO, A BREACH OF ANY
WARRANTY EXPLICITLY DISCLAIMED ABOVE, INCLUDING, BUT NOT LIMITED
TO, A CLAIM OF INFRINGEMENT. THE SOFTWARE MAY BE USED TO ACCESS
AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN
CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE
CONNECTED TO THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT
SEPASOFT DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A)
VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR
SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO
OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS OR
NETWORKS. SEPASOFT WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
8.3. Limitation of Remedies. Sepasoft's entire liability and Your sole remedy for
breach of Section 8.1 is: (i) the replacement of the Software not meeting the limited
warranty specified above, which is returned with proof of purchase during the
Warranty Period; or (ii) if Sepasoft is unable through reasonable efforts to deliver
replacement Software which meets the limited warranty specified above, You may
terminate this SLA as provided herein, and Sepasoft, its distributor or its reseller will
refund the fees You paid under this SLA for the non -compliant Software.
9. INDEMNIFICATION. You agree to indemnify, defend and hold Sepasoft and its
Affiliates and their respective officers, managers, members, directors, employees,
agents, successors, licensors and assigns harmless from and against any and all
claims, lawsuits, liabilities, damages, judgments, recoveries, penalties, costs, losses
fines, settlements or expenses, including without limitation reasonable attorneys' fees
and costs, arising out of or in any way connected to: (i) a claim that a Non-Sepasoft
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
Application provided by You, or the combination of a Non-Sepasoft Application provided
by You and used with the Software, infringes on or violates any third -party intellectual
property rights; (ii) Your use of the Software in an unlawful or unauthorized manner or in
violation of the Documentation; (iii) High Risk Activities; or (iv) Your breach of this SLA
(all of the foregoing, collectively, referred to as "Claims"). Sepasoft reserves the right, in
its sole discretion and at its own expense, to assume the exclusive defense and control
of any Claims (and without limiting Your indemnification obligations with respect to
such Claims). You agree to reasonably cooperate as requested by Sepasoft in the
defense of any Claims.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL SEPASOFT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF
ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES
OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL,
COST OF COVER OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY
RELATED TO THIS SLA OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR
DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SEPASOFT, ITS
DISTRIBUTOR OR ITS RESELLER HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF ANY REMEDY SPECIFIED IN THIS SLA OTHERWISE FAILS OF ITS
ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU. SEPASOFT'S MAXIMUM AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE, SUPPORT,
DOCUMENTATION OR THIS SLA, WHETHER OR NOT INSURED, WILL NOT EXCEED THE
LICENSE FEES PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS
PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM BUT, IN NO
EVENT, MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000USD).
11. NO HIGH -RISK USE. The Software is not fault -tolerant and is not designed or
intended for use or resale in hazardous environments requiring fail-safe performance in
which the failure of the Software could lead to death, personal injury, or severe physical or
environmental damage ("High Risk Activities"). Unless Sepasoft gives its prior written
consent and is consulted regarding the specific deployment, system set-up and Software
support plan, this license excludes any High -Risk Activities, and You shall not use the
Software with respect to any High -Risk Activities.
12. EXPORT RESTRICTIONS. All Software, Documentation and technical data
supplied by Sepasoft under this SLA is subject to export controls under the laws and
regulations of the United States and any other applicable countries' laws and
regulations. You will comply with all such laws and regulations governing export, re-
export, import, transfer and use of the Software and Documentation, and will obtain all
required U.S. and local licenses, permits or authorizations.
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
13. TERM AND TERMINATION. This SLA takes effect upon Your clicking accept,
indicating Your acceptance electronically or upon Your downloading, installing or using
the Software and remains effective until terminated. You may terminate this SLA at any
time by destroying all copies of the Software, Documentation and Activation Keys in
Your possession. This SLA will automatically terminate if You violate the terms and
conditions of this SLA. Upon termination, You shall cease using the Software and
destroy all copies of the Software, Documentation and Activation Keys in Your
possession. Termination of this SLA will automatically terminate all licenses granted
herein. Any termination of this SLA shall not affect Sepasoft's rights to any payments
due to it. Those terms that by their nature are intended to continue indefinitely will
continue to apply, including, but not limited to, Sections 1, 3, 4, 5, 6, 7, 8.2, 8.3, and 9, 10,
11,12,13,14,15,16,17,18,19and 20.
14. COUNSEL; INTERPRETATION. The parties and their respective counsel have had
an opportunity to review this SLA. The parties acknowledge and agree that: (i) the rule
of construction to the effect that any ambiguities are resolved against the drafting party
will not be employed in the interpretation of this SLA; and (ii) the terms and provisions
of this SLA will be construed fairly as to all parties hereto and not in favor of or against
any party, regardless of which party was generally responsible for the preparation of this
SLA. Headings contained in this Agreement are for convenience of reference only and
do not form part of this Agreement. A word importing the singular includes the plural
and vice versa. The word "including" shall be interpreted to mean "including without
limitation".
15. ENTIRE AGREEMENT.
15.1. No Master or Enterprise Agreement. This SLA is the entire agreement
between You and Sepasoft relating to Your downloading, installation and use of
the Software and the Documentation. You acknowledge and agree that this SLA
controls all aspects of the relationship between the You and Sepasoft with
regard to the Software and Documentation and supersedes all written or oral
statements, promises, representations and agreements between You and
Sepasoft, including, but not limited to, Your purchase orders and/or terms and
conditions, and whether made or provided before or after Your acceptance of this
SLA.
15.2. Existing Master or Enterprise Agreement. Notwithstanding anything to
the contrary in Section 15.1, during the time period that any separately signed
master or enterprise agreement is in effect between You and Sepasoft, such
separately signed master or enterprise agreement shall prevail over any
inconsistent or conflicting terms of this SLA.
16. GOVERNING LAW. Any dispute, controversy or claim arising out of, relating to or
in connection with this SLA shall be governed by and construed in accordance with the
laws of the State of California, without regard to the principles of conflicts of law, and
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
shall be brought exclusively in the in the state or federal courts of competent
jurisdiction sitting in Sacramento County, California. The United Nations Convention on
the International Sale of Goods will not apply. Each party consents to the personal
jurisdiction, venue and convenience of such courts.
17. RIGHT TO AUDIT. You agree that Sepasoft may audit Your use of the Software
for compliance with the terms and conditions of this SLA, upon reasonable notice. You
agree to cooperate fully with Sepasoft and its authorized agents in any such audit to
assist in accurately determining Your compliance with the terms and conditions of this
SLA. If such audit reveals any use of the Software by You other than in full compliance
with the terms of this SLA, You shall take all necessary action to bring Your usage into
compliance and shall pay Sepasoft for all reasonable expenses related to such audit in
addition to any other liabilities You may incur as a result of such non-compliance.
18. RIGHT TO IDENTIFY CUSTOMER IN MARKETING MATERIALS. You agree that
Sepasoft may use Your name and logo in its marketing materials solely for the purpose
of identifying customers of Sepasoft who have purchased the Software. No explicit
representations shall be made regarding Your recommendation or endorsement of the
Software.
19. THIRD -PARTY SOFTWARE. The Software may incorporate, embed or be bundled
with software (the "Third -Party Software") provided by the software developers (the
"Third -Party Software Developers") listed in the Sepasoft Third -Party Software
Attributions page, which is available at httDS://www.seDasoft.com/attributions. The
Third -Party Software may require You to accept and agree to be bound by notices
and/or additional terms and conditions. Links to the licenses (the "Third -Party
Licenses") employed by each of the Third -Party Software Developers are also included
in the Sepasoft Third -Party Software Attributions page, and are made part of and
incorporated by reference into this SLA. By accepting this SLA, You agree to review such
terms and conditions set forth therein, if any, and Your use of the Software will be
deemed to be Your acceptance thereof. Sepasoft makes no claim of ownership over the
Third -Party Software and/or any software created by any Third -Party Software
Developers that is present in the Software. All terms in this SLA that differ from the
Third -Party Licenses are binding only upon Sepasoft and Licensee, and not upon any of
the Third -Party Software Developers or any contributor to any of the Third -Party
Software. None of the Third -Party Software Developers, nor any contributor to any Third -
Party Software, provides any warranty of any type to any party under this SLA.
Furthermore, none of the Third -Party Software Developers, nor any contributor to any of
the Third -Party Software, may be held liable to any party under this SLA. Sepasoft shall
indemnify and defend all the entities listed on the Sepasoft Third -Party Software
Attributions page, as well as any contributor to any of the software listed therein,
against all liability, loss, damages, and/or costs that are incurred by such party arising
out of this SLA. Neither Sepasoft nor Licensee may modify, reverse engineer,
disassemble, or decompile any of the Third -Party Software.
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20. GENERAL. If any provision of this SLA is found by a competent judicial authority to
be unenforceable in any respect, such provision will be limited or eliminated to the
minimum extent necessary so that the remainder of this SLA will continue in full force and
effect. Failure of Sepasoft to enforce its rights pursuant to this SLA shall not constitute a
waiver of such rights and shall not prejudice Sepasoft in any later enforcement of its rights or
rights to seek damages therefrom. You agree that monetary damages alone are not an
adequate and just relief resulting from any breach of this SLA, that a court order prohibiting
any further breach of this SLA is necessary to prevent further damages, and that You will
not oppose any reasonable request for a temporary restraining order, preliminary injunction,
or other relief sought by Sepasoft in the event of a breach of this SLA. Sepasoft shall not be
required to notify You of any breach, nor make any demand or claim against You resulting
from any such breach, or for a demand to stop any use or distribution in violation of the
terms of this SLA, and You agree that any breach of this SLA and damages resulting
therefrom shall relate back to the first and earliest breach thereof. Except as expressly
permitted by this SLA, You may not assign this SLA, in whole or in part, without Sepasoft's
written consent. Sepasoft may freely assign this SLA, in whole or in part, in Sepasoft's sole
discretion. This SLA will be binding upon and inure to the benefit of each party's permitted
successors and assigns.
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5 IBIT B
L1111
*in QUOTE
City of Fort Worth - MES
Quote # 20231106-091250
sepasoft Quote Date Nov 06, 2023
Amount $15,810.00 (USD)
Payment Terms Net 30
BILLED TO SHIPPED TO Expiration Date Dec 31, 2023
City of Fort Worth City of Fort Worth Water Department
Accounts Payable Patty Wilson
Quote created by: Reggie Valin
200 Texas Street 200 Texas Street Director of Sales
Fort Worth, TX 76115 Fort Worth, TX 76115 reggie.valin@sepasoft.com
United States United States of America
+18002075506
DESCRIPTION UNITS UNIT PRICE AMOUNT(USD)
Web Services Module 1 $3,500.00 $3,500.00
The Web Services Module enables communications with any external system that supports
web services. Share information that is detailed as work orders, schedules, product
definitions, and asset information, or as simple as the weather forecast.
Web Services Redundant License 1 $1,750.00 $1,750.00
Redundant licensing for the Web Services Module to protect your system from downtime
caused by system failure.
Sepasoft Business Connector Module 1 $5,000.00 $5,000.00
The Business Connector Module is a connectivity tool that enables seamless integration
with Enterprise Resource Planning (ERP) systems and other high-level business systems.
Complicated scripts are replaced by a user-friendly visual interface to sequence
communication and map data between systems.
Sepasoft Business Connector Redundant License 1 $2,500.00 $2,500.00
Redundant licensing for the Sepasoft Business Connector Module to protect your system
from downtime caused by system failure.
PriorityCare Support Plan 1 $3,060.00 $3,060.00
PriorityCare is our premium support offering, providing unlimited phone, email, and web
support at our highest priority level, as well as free software upgrades, free certification
tests, and 15% discounts on training courses.
Recurring Subtotal $3,060.00 / year
One Time Subtotal $12,750.00
Total $15,810.00
Amount Due (USD) $15,810.00
NOTES
Quote prices above exclude sales tax. Applicable taxes will be included on the final invoice.
Unless agreed to in writing by an authorized Sepasoft representative, all orders are subject to Sepasoft's Software License
Agreement.
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
THIS QUOTE, AND ANY RELATED SALE, IS NULL AND VOID IF ALTERED IN ANY MANNER BY ANYONE OTHER THAN AUTHORIZED
SEPASOFT PERSONNEL. THIS QUOTE IS VALID ONLY TO THE PARTY TO WHOM IT IS ISSUED AND IS NOT VALID AND MAY NOT BE
TRANSFERRED TO ANY OTHER PARTY.
Please see the following options on how to remit your payment.
Our preferred form of payment is ACH/Wire or Credit Card.
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
TRANSFER DETAILS
AUTOMATED CLEARING HOUSE (ACH)
Include your invoice number in the payment details field, and email remittance information to accounting@sepasoft.com.
BANK NAME ACCCOUNT NUMBER ABA ROUTING NUMBER
Wells Fargo Bank, N.A. 1020572259 121042882
WIRE TRANSFERS
Include your invoice number in the payment details field, and email remittance information to accounting@sepasoft.com.
BANK NAME ACCCOUNT NUMBER ABA ROUTING NUMBER (DOMESTIC)
Wells Fargo Bank, N.A. 1020572259 121000248
SWIFT CODE (FOREIGN)
WFBIUS6S
CREDIT CARD
Email accounting@sepasoft.com with the invoice number and email address of the payer. A link will be sent to the payer's
email in order to pay online.
CHECK PAYMENTS
Remit check to:
Sepasoft, Inc.
1262 Hawks Flight Court, Suite 190
El Dorado Hills, CA 95762
DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
ExHIBIT C
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of
the State of Texas, and Sepasoft, Inc. a California Corporation ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
licenses to Vendor's software modules and support plan for the modules. Specifically, Vendor will
perform all duties outlined and described in the Software License Agreement, which is attached
hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the
"Services." In order to provide the necessary support, Vendor needs access to Internet, SCADA
Ignition System, Maximo, LIMS, and other local web services (the "Services").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing the Services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. If this access is being granted for purposes of completing services for the City
pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted
services, or upon termination of the contracted services, whichever occurs first. Otherwise, access
rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract
No. . ("PSK #")
® Services are being provided in accordance with the Agreement to which this Access
Agreement is attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract
or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in
its sole discretion, at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of access to the Network and/or termination of this Agreement.
Addendum Page 11 of 15
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5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers,
agents, servants, employees or representatives, of this Agreement and any other written
instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be
grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,
terminate the Agreement, and pursue any other remedies that the City may have under this
Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City
may terminate this Agreement at any time and for any reason with or without notice, and without
penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any
client or communications software provided by the City from all computing equipment used and
owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in
accordance with accepted security practices to protect the Network credentials and access methods
provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City
immediately upon discovery of a breach or threat of breach which could compromise the integrity
of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains
City -provided access software, termination or resignation of officers, agents, servants, employees
or representatives with access to City -provided Network credentials, and unauthorized use or
sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE
AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY
ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY
DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S
RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT
OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES
TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS
AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S
OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES
FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO
THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR
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OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees,
and representatives, agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Vendor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any
renewal terms, and until the expiration of three (3) years after termination or expiration of this
contract, have access to and the right to examine at reasonable times any directly pertinent books,
data, documents, papers and records, both hard copy and electronic, of the Vendor involving
transactions relating to this Agreement. Vendor agrees that the City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further
agrees to include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall, during the initial term, any renewal terms, and until
expiration of three (3) years after termination or expiration of the subcontract, have access to and
the right to examine at reasonable times any directly pertinent books, data, documents, papers
and records, both hard copy and electronic, of such subcontractor involving transactions related
to the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any
written contracts, agreements, understandings or acknowledgments with the City signed by
Vendor. This Agreement and any other documents incorporated herein by reference constitute the
entire understanding and Agreement between the City and Vendor as to the matters contained
herein regarding Vendor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in
this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and
void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
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15. Force Maieure. Each party shall exercise its best efforts to meet its respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
17. Signature Authoritv. By affixing a signature below, the person signing this
Agreement hereby warrants that he/she has the legal authority to bind the respective party to the
terms and conditions in this agreement and to execute this Agreement on behalf of the respective
party, and that such binding authority has been granted by proper order, resolution, ordinance or
other authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
[Signature Page Follows]
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DocuSign Envelope ID: 8643286B-B800-4FOC-954C-4BDD48047FB5
Executed effective as of the date signed by the Assistant City Manager below.
FORT WO TH:
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
Approval Recommended:
By: Chris Harder (Mar 8, 2024 07:33 CST)
Name: Christopher Harder, P.E.
Title: Water Department Director
Attest:
� s
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Sepasoft, Inc.
DocuSigned by:
By: [ -r.' 2 % �irrwaL
Name: ny N�e�l�mal��
Title: Chicxecu°De icef (CEO)
Date: 03/04/2024 1 15:29 PST
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: A� Gf)44-aml
Name: Patty Ilan Wilson
Title: Contract Services Administrator
Approved as to Form and Legality:
By:
Name: Taylor C. Paris
Title: Assistant City Attorney II
Contract Authorization:
M&C: N/A
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