Agr License and ServiceCOMPUTER SERVICES INC~
L DEFINITIONS
SweetSoft'- License and Service Agreement
· "Program" or "Programs" means the version of the computer programs specified on the attached
Sweet Computer Services, Inc. SweetSofl~ Sales Order Form or other ordering document, in object
code form; any user guides, manuals or instructional materials ("Documentation"), ff any, provided
by SweetSofl'-; and all other data, materials or Developments provided by SweetSofl~.
· "Designated Hardware" means the single CPU or single network, identified by the relevant
model/type and operating system, as specified on the attached SweetSoft~Sales Order Form.
· "User" means the Customer identified on the attached SweetSofl~' Sales Order Form and its
employees that it authorizes to use the Programs in accordance with the terms of this Agreement.
· "You" or "Your" refer to any User under this Agreement.
· "Standard Support" shall mean the support services specified in SweetSofl'-'s Standard Support
Policies in effect at the time such services are ordered by Client (as indicated by the Effective Date of
the relevant Order Form).
· "Consulting Services" shall mean any other services provided by SweetSofl'-that are beyond the
scope of Standard Support, including training,
· "Developments" shall mean all Programs, including Upgrades, Updates or other enhancements or
modifications to the Programs, ff any, and all Documentation or other materials developed and/or
delivered by SweetSoft~in the course of providing Standard Support or Consulting Services, or
otherwise, under this Agreement.
· "Upgrade" means any enhancements or subsequent versions of Programs that SweetSofl'-may make
generally commercially available to its Customers.
· "Update" means a Program correction or minor change that SweetSofl" makes commercially
available to its customers who purchase Standard Support.
· "Designated Site(s)" means the Customer location(s) specified on the attached SweetSofl~ Sales
Order Form.
· "Effective Date" shall mean the date You sign the relevant Order Form under this Agreement for a
particular Program or Service(s) acquired under this Agreement.
LICENSE AND RF_~~ONS
A. Limited
1)
2)
S)
4)
Rights
SweetSoflTM grants Customer a non-exclusive license to use one (1) copy of the Programs on the
Designated Hardware, at the Designated Site(s), for Customer's internal operational use and, if
applicable, for Customer's use as a provider of billing services (only from the Designated Site)
to other third party ambulance companies that Customer specifies on the SweetSofl'- Sales
Order Form. (Customer will be charged a fee for each copy of the Programs in use at each
Designated Site and a separate fee for each third party ambulance company for which
Customer provides services using such licensed copy.)
You may make backup copies of the Programs and Developments (but not the Documentation)
solely for archival purposes, provided that all such copies reproduce and display fully all
SweetSofl" copyright notices and other proprietary legends.
SweetSoff" or its licensors retain all right, title and interest in and to the Programs and all
Developments in any medium, including but not limited to all copyrights, patents, trade
secrets, trademarks and other proprietary rights.
All rights not expressly granted are reserved to SweetSoftTM or its licensors.
mo
B. Restrictions
1) You may not copy or use the Programs or Developments except as specified in this Agreement.
Without limiting the foregoing, SweetSofl~ lists specific prohibitions below:
a) You may not modify the Programs or Developments other than as required for your internal
use of such Programs or Developments under the terms of this Agreement.
b) You may not reverse-engineer, disassemble, decompile or reduce the Programs or
Developments to a human perceivable form or translate, sub-license, resell for profit, lend,
rent, lease or otherwise distribute, (including electronically), any whole or portion of the
Programs or Developments to any person or entity not authorized under this Agreement.
c) You may not merge or combine the Programs or Developments with other computer
programs or create derivative works based on the Programs or Dcvelopments.
d) You may not remove, obscure, or alter any notices of the SweetSofl~ copyright or other
proprietary legends on the Programs or Developments.
e) You may not transfer or assign your rights under this Agreement. You may not transfer or
assign your copy of the Programs or Developments. This Agreement is not assignable
including by operation of law; any such attempt renders all license rights null and void.
0 You may not transfer the Programs or Developments to any person or entity in violation of
the United States Export Administration Act.
SERVICES
A. Standard Support
1) You may order SweetSofl' Standard Support under the terms of this Agreement by specifying
the relevant service package on the attached SweetSofl' Sales Order Form. SweetSofl' does not
offer its Standard Technical Support for third party products, If, at any future time, SweetSofl'
begins to make commercially available its Standard Support for specified third-party products,
SweetSoft' will describe the relevant service offering in its then-current Standard Support
Policies and Users may then order such services under the terms and conditions of this
Agreement. All support policies are subject to change without notice.
B. Consulting Services
1) You may order Consulting Services under the terms of this Agreement if the scope of such
services is agreed to in writing by authorized representatives of SweetSoft TM and the Customer,
and such scope of services is described on a written and signed SweetSofl'~ Sales Order that
specifies that all such services shall be provided under the terms and conditions of this
Agreement.
C. Developments
1) Generally, SweetSofl~ does not provide Support Services or Developments for third party unless
expressly specified in SweetSofl~'s then-current Standard Support Policies.
D. Training Services
1) You may order SweetSofl~ Training Services under the terms of this Agreement by specif~ng
the relevant service package on the attached SweetSofl~ Sales Order Form. Sweet Computer
Services, Inc. offers On-Site Training as well as User Group Training. These services and
conditions of are outlined in the "SweetSofl~ Addendum for Training and Travel Expenses"
document. If SweetSoflTM software is not trained by a SweetSoflTM Certified Trainer, Sweet
Computer Services, Inc. will not guarantee the software.
E. Billing Services
1) You may order SweetSofl~ Billing Services under the terms of this Agreement by specifying the
relevant services package on the attached Sweet$ofl~ Sales Order Form. These services are
subject to and contingent on the conditions set forth in the mandatory "SweetSoft Billing and
Collection Agreement".
- 2 - 03/07/00- l~S~ ~
IV. PAYMENTS
A. Invoicing and Payment
1) Invoices for paymem of license fees shall be payable net thirty (30) days of the Effective Date of
the attached SweetSofl"' Sales Order Form. All other applicable fees, including fees for
Standard Support, Consulting and On-Site Training Services shall be due net thirty (30) days of
the date the relevant invoice is sent to you by SweetSofl~. User Group and Consulting Seminars
are due with receipt of registration form. Net 30-day terms are not applicable to sales involving
special financing arrangements. Ail fees shall be deemed overdue if they remain unpaid fifteen
(15) days after they become due. AH past due accounts are subject to a monthly 1.5% finance
charge and will be placed on credit hold until the accounts are brought current. No SweetSoflTM
technical support will be provided until payment is received by Sweet Computer Services, Inc.
accounts receivable department. No additional sales orders will be processed until the account
balance is current. Once the account has been made current, the credit hold will be removed
and all access to SweetSofff support and sales will be re-instated.
B. Taxes
1) The fees listed in this A4greement do not include taxes; if SweetSofl"'is required to pay sales,
use, property, value-added or other federal, state, or local taxes based on the licenses or services
granted in this Agreement or on your use of Programs, Developments or Services, then such
taxes shall be billed to and paid by you. This paragraph shall not apply to taxes based on
SweetSofl'~'s income. Exemption certificates or governmental by-laws must be attached to all
signed sales order in order for you not to be billed for taxes.
C. Return Policy
1) Within ten (10) days of the receipt of a copy of a Program under this Agreement, if you have not
opened, damaged, or installed the Program, you may return the Program and all related
materials to SweetSofl'~ for a refund of the purchase price paid. SweetSofl~ reserves the right to
deduct from your refund a "restocking fee" of 15%.
D. Incidental Expenses
1) For any on-site Consulting Services or training you request, you shall reimburse SweetSoflTM for
actual, reasonable travel and out-of-pocket expenses incurred.
V. TERM and TERMINATION
The term of this Agreement is perpetual unless otherwise specified on the relevant SweetSoflTM Sales
Order Form, or unless otherwise terminated under the terms of this Agreement. Both the Agreement
and Your right to use the Programs or Developments terminate automatically if you violate any part
of this Agreement. In the event of termination, you must immediately destroy all copies of the
Programs or Documentation or return them to SweetSoflTM.
VI. APPLICABLE LAW; JURISDICTION/VENUE
This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of
Iowa, without regard, however, to choice of law principals. The Parties, by their execution of this Agreement,
irrevocably agree and submit to the jurisdiction of the courts of the State of Iowa and further irrevocably agree
that venue shall be in Polk County, Iowa.
VIL WARRANTY, DISCLAIMERS, EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY
FOR ALL PROGRAMS OTHER THAN THIRD PARTY PRODUCTS: SWEETSOFT~
WARRANTS THAT THE DISKETTES ON WHICH THE PROGRAMS OR
DEVELOPMENTS ARE DISTRIBUTED WILL BE FREE FROM DEFECTS IN
MATERIALS AND WORKMANSHIP AND THAT THE PROGRAMS AND
DEVELOPMENTS WILL SUBSTANTIALLY CONFORM TO THE DOCUMENTATION, IF
ANY, WHEN OPERATED PROPERLY BY CUSTOMER, FOR A PERIOD OF NINETY (90)
DAYS FROM SHIPMENT OF THE RELEVANT PROGRAM COPY. SWEETSOFT~ DOES
NOT WARRANT THAT THE PROGRAMS OR DEVELOPMENTS WILL OPERATE
UNINTERRUPTED OR ERROR-FREE. IF SWEETSOFT~ IS UNABLE TO MAKE ANY OF
- 3 - 03/07/00- UdS,~ ~s~
Bo
Do
Ee
THE PROGRAMS i)R DEVELOPMENTS OPERATE AS WARRANTED, ~USTOMER'S
EXCLUSIVE REMEDY AND SWEETSOFT~S ENTIRE LIABILITY SHALL BE THAT
$WEET$OFT~ WILL REPLACE THE RELEVANT DISK OR, AT SWEETSOF'I~'tS OPTION,
UNDERTAKE TO CORRECT THE PROGRAM ERRORS, OR REFUND THE AMOUNT OF
LICENSE FEES PAID FOR THE RELEVANT PROGRAM LICENSE LESS A PRO RATA
PORTION APPLICABLE TO THF~ AMOUNT OF TIME THE PROGRAM WAS USED.
1) SWEETSOFTTM PROVIDES ALL THIRD PARTY PRODUCTS ON AN "AS IS" BASIS
ONLY. ANY WARRANTIES PROVIDED WITH THIRD PARTY PRODUCTS ARE
AVAILABLE DIRECTLY FROM THE THIRD PARTY. IT IS YOUR
RESPONSIBILITY TO MAll. IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
SWEETSOFT~ WARRANTS THAT ITS STANDARD TECHNICAL SUPPORT SERVICES,
TRAINING AND/OR CONSULTING SERVICES PROVIDED BY SWEETSOFT~ WILL BE OF
WORKMANLIKE QUALITY CONFORMING TO GENERALLY ACCEPTABLE INDUSTRY
STANDARDS AND PRACTICES. THIS WARRANTY SHALL BE VALID FOR NINETY (90)
DAYS FROM PERFORMANCE OF THE RELEVANT SERVICES. FOR ANY BREACH OF
THIS SERVICE WARRANTY, CUSTOMER'S EXCLUSIVE REMEDY AND SWEETSOFT~'S
ENTIRE LIABILITY SHALL BE RE-PERFORMANCE OF THI*~ RELEVANT SERVICE, OR,
IF SWEETSOF'I~ IS UNABLE TO PERFORM THE SERVICE AS WARRANTED, CUSTOMER
SHALL BE ENTITLED TO RECOVER THE FEES PAID FOR THE DEFICIENT SERVICES.
SWEETSOFI'"' DISCLAIMS ALL LIABILITY FOR ANY DAMAGE RESULTING FROM OR
RELATED TO DATA AND/OR CLAIM FORMS AND RELATED INFORMATION TO, BY,
ABOUT OR FOR ANY FEDERAL, STATE OR PRIVATE INSURANCE ORGANIZATIONS,
INCLUDING, BUT NOT LIMITED TO MEDICARE, MEDICAID, AND COMMERCIAL
INSURANCE COMPANIES. SWEETSOFT~ MAY PROVIDE SUCH DATA OR
INFORMATION, IF AT ALL, ONLY AS "SAMPLES" FOR THE PURPOSE OF
DEMONSTRATING OR DISPLAYING HOW SUCH DATA AND/OR CLAIM FORMS MAY
OPERATE IN THE PROGRAMS. SWEETSOFTrStPROVIDES ALL SUCH SAMPLES ON AN
"AS IS" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED.
SWEETSOFT~ RECOMMENDS THAT YOU VERIFY THE ACCURACY OF ANY AND ALL
DATA AND/OR CLAIM FORMS YOU USE WITH THE PROGRAMS.
$WEETSOFI~ DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND/OR
COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH
THE PROGRAM OR AS ADDED OR MODIFIED BY CUSTOMER OR ANY THIRD PARTY,
OR, DATA AS PROCESSED ON CUSTOMER COMPUTER NETWORK. CUSTOMER
BEARS THE ENTIRE RESPONSIBILITY FOR ITS COMPUTER NETWORK, INCLUDING
ITS INSTALLATION, THE PERFORMANCE OF THE PROGRAMS AND THE BEHAVIOR
OF THE DATA ON CUSTOMERS COMPUTER NETWORK.
SWEETSOFT~ PROVIDES ANY HARDWARE, INCLUDING, WITHOUT LIMITATION,
MODEMS, ON AN "AS IS" BASIS. YOUR ONLY WARRANTY ON HARDWARE IS THAT
WHICH CAME FROM THE ORIGINAL MANUFACTURER. IT IS YOUR RESPONSIBILITY
TO MAIL IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
- 4 - 03/07/00-
F. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, SWEETSOFT~DISCLAIMS ALL
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ALL SOFTWARE,
SERVICES, HARDWARE, DATA OR OTHER INFORMATION, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
G. SWEETSOFT~ WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY
FOR ANY DAMAGES WHATSOEVER FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, EITHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO LOSS
OF BUSINESS PROFITS, INCOME OR USE OF DATA.
SWEETSOFT~'$ LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED
TO THE GREATER OF $250 OR THE AMOUNT OF MONEY PAID FOR THE RELEVANT
PROGRAM OR SERVICE, AS APPLICABLE, THAT GIVE RISE TO ANY SUCH LIABILITY.
VIII. GENERAL
This Agreement constitutes the entire Agreement and supersedes any prior Agreement between SweetSoflTM and
You concerning the subject matter of this Agreement. The terms of this Agreement shall supersede any
Customer purchase order or other writing that conflicts with its terms, unless SweetSoflTM specifically amends this
Agreemem. This Agreement cannot be amended, modified, or waived, unless the change is written and signed
by an authorized corporate officer of SweetSoftTM.
Date:
SWEET COMPUTER SERVICES, INC.
By:/~ ~}/~~
Date:
CUSTOME~
By: /~j//(//~/~/~.~
Ci~ of S~ KSO~9
P.O. Box 736
S~ KS 67402
- 5 - 03/07/00- h~svca~,~
Emergency Injbrmation Management Software- Since 1985
COMPUTER
SERVICES,
INC.
PO Box 349. 405 Hwy 150 N. West Union, IA 52175-0349. www. sweetcs.com
319. 422. 5638 · 319. 422. 5147 fax
Dear SweetsoftTM Customer,
Sweet Computer Services, Inc. is continually striving to improve its product
line to service our customers the best possible way. Along with
improvements come new policies and procedures.
Please find enclosed the SweetsoftTM License and Service Agreement and an
invoice for support renewal. The updated License and Service Agreement
document defines terms more clearly. In today's ever changing EMS and
software industries, it is necessary to update this agreement to handle all the
new issues that arise to protect your business as well as ours.
An invoice identifying the date range of your support agreement and the rate
for the program(s) your service operates will be sent two months prior to the
expiration of your contract. Please sign the attached License and Service
Agreement and return the original back to Sweet Computer Services, Inc.,
keep the second copy of the License Agreement for your copy. The license
agreement will be maintained on file and will cover all furore purchases with
Sweet Computer Services, Inc.
Feel free to call Charlotte Allen, our Support Contract Coordinator or myself
at (319) 422-3893 if you have questions. ~
Sincerely,
Teresa L. Ruroden
Director of Technical Support