Service Solicited - 2015 - Caselle, Inc - Caselle Software Maintenance & Support AgreementSOFTWARE MAINTENANCE & SUPPORT AGREEMENT
(SOFTWARE ASSURANCE)
CASELLE, INC. CITY of EAGLE
1656 S. East Bay Blvd. 660 E. Civic Lane
Suite 100 and PO Box 1520
Provo, UT 84606 Eagle, ID 83616
( "Caselle ")
( "You" or "Your ")
agree that Caselle will provide You with unlimited telephone support on Caselle's Software, for the purpose of answering
Your questions, giving usage instructions, providing updates and attempting to resolve problems on a best efforts basis,
for the consideration of $1,420.00 monthly, subject to the following terms and conditions:
Availability
Support calls, covered by this Agreement, will be
answered by Caselle's Support Center, on the
designated support telephone number, between
7:30 am and 5:30 pm Mountain Time, Monday
through Friday, except holidays.
Coverage
This Maintenance & Support Agreement covers all
Caselle application software licensed to You. It
does not cover third party software or products.
Support may, on a best efforts basis, be provided
for third party products, such as operating systems
and hardware. Extended, after hours support may
be billable at Caselle's regular hourly billing rate.
Charges
Charges cover Software presently installed and
will remain fixed for one year providing You
license no new applications. If You license new
applications or change user levels, charges will be
modified. Following the first year, charges may be
increased, at Caselle's discretion.
Updates
Caselle will provide program updates within the
same operating system through normal software
releases at no extra charge. Additional software
packages, add -on modules and custom
programming are not covered by this Agreement
and will be billed at current rates. Caselle will
determine which enhancements and/or materials
will be part of a software release, add -on package
or custom programming.
Upgrades
Caselle will provide software upgrades within the
same operating system at no extra charge if this
agreement is still in effect at the time the upgrade
is made available and if this agreement is not
cancelled or terminated for a period of five (5)
years.
Term and Termination
This Software Maintenance & Support Agreement
is effective for one year from the date of the
Agreement. Thereafter, it will automatically be
renewed monthly, unless either party gives written
notice of termination, at least 30 days in advance.
If the Agreement is terminated Caselle will honor
commitments to support You until the date of
termination.
Payment
Payment terms shall he monthly in advance in U.S.
Caselle, Inc.
Dollars and shall not be considered received until
Your check clears the banking process. Any charges
or costs incurred in the collection of Your check,
due to insufficient funds or any other reason, shall
be reimbursed by You. Late payments shall be
subject to extra charges. If payment is not received
when due, Caselle reserves the right to suspend
Your support until payment is received. Such
suspension will not relieve You of payment
obligation.
Limitations of Remedies
Your Remedies. Your sole and exclusive recourse
and remedy for any loss, including your right to
recover damages shall be as set forth in this Section.
Caselle's liability with respect to any and all actual
losses incurred during the Term (or a Renewed
Term) of the Agreement shall not exceed the
amount paid by You to Caselle at the last billing.
You shall provide Caselle with documentation
sufficient to demonstrate any expenses that You
actually incurred for which You seek damages from
Caselle. Caselle shall not be responsible for any
loss incurred by You from a claim that is settled or
compromised by You without the prior written
approval of Caselle.
No Liability for Consequential Damages In no
event shall Caselle be liable to You or to any third
party for any indirect, special, punitive, incidental,
consequential or compensatory losses, damages,
claims or causes of action in excess of the amount
of compensation paid hereunder, including, but not
limited to, those arising from loss of business or
profits or any other economic loss, even if Caselle
was aware of the possibility of such damages.
General
(a) You shall not assign, sublicense or transfer any
of Your rights under this Agreement without the
prior written consent of Caselle.
(b) This Agreement shall be governed and construed
in accordance with the laws of the State of Utah. If
any part of this Agreement violates applicable law
that part of the Agreement shall be deemed to be
amended to the extent necessary to comply with the
law.
(c) This Agreement constitutes the entire agreement
between Caselle and You and supersedes any prior
agreement or understanding, written or oral relating
to support services. Except m provided herein, [his
Agreement may not be varied, amended or
supplemented except in writing and properly
executed by both parties.
(d) If any provision of this Agreement shall be
adjudged by a court to be void or unenforceable, the
same shall in no way affect any other provision of
this Agreement or the validity or the enforceability
of this Agreement.
(e) All rights and remedies provided herein are
cumulative and are in addition to all other rights and
remedies available at law or equity .
(f) In the event either party successfully takes legal
action to enforce any provision of this Agreement
the non - prevailing party shall pay full costs and
expenses of such action, including reasonable
attorney's fees.
(g) Any notice required by this Agreement shall be
deemed to have been properly given if sent by
registered or certified mail to the address stated
above or such other address as may be designated in
writing by either party.
(h) The waiver of any breach or default of this
Agreement shall constitute a waiver only as to such
particular breach or default and shall not constitute
a waiver of any other breach or default.
(i) Caselle shall not be held liable for delays in any
of its performance resulting from acts of God, war,
civil disturbance, court order, labor dispute or any
other cause beyond its control.
The signatures below indicate each party's
acceptance of this Agreement. Each party has
caused this agreement to be executed by its duly
authorized representative.
CASELLE, INC.
By:
Name & Title: Alan S. Hutchings, President
Date: June 22, 2015
CITY of EAGLE
By
Name: r i Ma 0) h
Title: C,
ter keQ
Date:
Confidential