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Home My WebLink AboutC2012-392 - 9/21/2012 - NAAll so ftware and licansAC will ha framf %rrarl fin tha naw Tranafnran- Organization's Legal Name: City of Corpus Christi Licenses: Address: 1201 Leopard St Transferor: City, State Zip Code: Corpus Christi, TX 78469 Current license Contact Name: Ronald Sepulveda holder . Email Address. RonaldCa?.cctexas.com NA C. Yes Phone Number. , 361- 675 -0318 (cell) Fax. I Fax: NetMotion License Grow #: NetMotion License Group #. 0022862 All so ftware and licansAC will ha framf %rrarl fin tha naw Tranafnran- Organization's Leg Name: Kingsville Police Department Licenses: Address. 1700 E King Ave Transferee: Cit State Zip Cade: Kingsville, TX 78363 All license cor respondence will Contact Name: Julian Cavazos be sulNiled under this contact Email Address: luliancavazos kin sville d.us NA C. Yes Phone Number: 361- 675 -0318 (cell) Fax. NetMotion License Grow #: *New - 0289641 All so ftware and licansAC will ha framf %rrarl fin tha naw Tranafnran- Transferor No. of Devices: 50 Licenses: No. of Servers: 0 (Transferee to purchase server) Detail ot Licenses to Maintenance Type: Premium be transferred Maintenance Period: 611/20/2 thru 6/31/2013 Includes Modules (Yes/No) Policy: Yes NA C. Yes Analytics: Yes Transferor Printed Name and Title; 1204 IGC� �� Signature: g Signature, Signature Date: uy Z, & our, Lira uvUurirc[u, iransieree agrees to a ll terms ana cona itions as outtlne to the attached End User License Aereement: Transferee Printed Name and Title: • l r 1. c � � Signature: g Signature Date: - Email to: CustomerService NetMotionWireiess.com or Fax to: 206.691.5501 Attn: Customer Service 2012-392,-et, Ste. 250 - Seattle, VIA 98103 - t 206,691.5500 • f 206.691.5501 9121112 wvvw.netinotionwireless.com Kingsville Police Department INDEXED Software License Transfer Request NETMOTION'NWRELESS, INC. END USER LICENSE AGREEMENT NFORTANT - READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE: This NetMotion Wireless, Inc. End User License Agreement ( "EULA ") is a legal agreement between you (either an individual or a single entity) and NetMotion Wireless, Inc. (" NetMotion") for the enclosed NetMotion software product, which includes computer software object code and associated documentation ( "Software "). The terms of this EULA apply to your use of the Software, whether your use is time - limited for "evaluation" purposes (`Evaluation License") or long -term C Permanent License"), The Software also includes any updates and supplements to the original Software provided to you by NetMotion. Any third party product provided along with the Software that so requires is licensed to you under the terms of that license agreement as more fully described below. BY INSTALLING, COPYING, DONVNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE 13OUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE OR INSTALL THE SOFTWARE. IF YOU HAVE PURCHASED THE SOFTWARE, PROMPTLY RETURN THE SOMVARE AND ALL ACCOMPANYING MATERIALS WITH PROOF OF PURCHASE TO YOUR PLACE OF PURCHASE FOR A REFUND. 1. SOFTWARE LICENSE. The Software is confidential and protected by United States and international patent and copyright laws and treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. 2. GRANT OF EVALUATION LICENSE. NetMotion grants you a limited, royalty -free, non - transferable, non - exclusive, license to install and use the Software as an integrated product provided that you comply with the terms and conditions of this EULA. GRANT OF PEI WMANENT LICENSE. Upon receipt of payment by NetMotion or its authorized Resellers, as provided herein, NetMotion grants you a perpetual, fully paid -up, non - transferable, non - exclusive, worldwide (subject to applicable. export restrictions) limited license to install and use the Software as an integrated product for internal business purposes, provided that you comply with the terms and conditions of this EULA. 2.1. Install and Use Server Component. You may install and use a copy of the server component of the Software on as many Servers as you are licensed to use the server component of the Software. For purposes of this EULA, "Server" means any computer on which the server component of the Software is installed or used. 2.2. Install and Use Client Component. You may install the number of copies of the client component of the Software for which you have obtained a license on devices solely for your internal use. 2.3. Reservation of Rights. NetMotion, its suppliers and licensors reserve all rights not expressly granted under this EULA. 3. LIMITATIONS. 3.1, Limitations on Use, Modifying, Copying, Publishing and Redistributing. NetMotion and its suppliers and licensors retain all ownership of the Software, and all modifications and copies thereof, including all copyrights and other intellectual property rights therein. Except as expressly provided in this EULA, you may not modify, make copies, publish for others to copy, or redistribute the SofLvare or the printed materials accompanying the Software. You may make copies of the Software only for archival and backup purposes and one copy of electronic documentation accompanying the Software for each license you have acquired for the Software. You must include all applicable copyright notices and other proprietary rights legends that come with the Software, unaltered and unobscured, in any copies you make. You may keep the original media on which NetMotion provided the Software solely for backup or archival purposes. If the original media is required to use the Software, you may make one copy of the Software solely for backup or archival purposes. You shall not provide copies of the Software to any third party. 3.2. Limitations on Reverse Engineering, Decompiling and Disassembly. The Software in both object code and source code form includes valuable trade secret information of NetMotion and its licensors, You may not modify the Sofhvare or make derivative works thereof, reverse engineer, decompile, or disassemble the Software or otherwise attempt to gain access to the source code for the Software, except and only to the extent expressly permitted by applicable law notwithstanding this limitation. 3.3. Limitatlons on Transfer. You may not rent, lease, sell, sublicense, lend or otherwise transfer or assign your rights or obligations under this EULA to any person or entity without the prior written consent ofNetMotion. Such consent may be conditioned an the payment of additional license fees or the imposition of additional transfer restrictions. 3.4. Limitations on Nuclear Facilities. You acknowledge that Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility and you agree that you shall not use the Software for such purposes. 4. PAYMENT TERMS. You agree to pay for a Permanent License, maintenance and support when and as indicated in the quotation and invoice issued by NetMotion or its authorized Reseller. Further, you agree to pay all value added, sales, use and other taxes resulting from this Agreement or your use of the Software, exclusive of taxes imposed directly on NetMotion or its authorized Resellers. 701 North 34 Street, Ste. 250 + SeattIe, WA 98103 • t 206.691.5500 • f 206.6915501 tivvvw.netinot ionwireless. coin 5. TERMINATION. The term of this Agreement shall commence on the date on which you accept this EULA and shall continue until terminated as provided hereinafter. If you have received an Evaluation License, your license to such version of the Software will terminate the date it times out. If you violate any term of this EULA, NetMotion may terminate this EULA without waiving any other rights. If your EULA is terminated, you must destroy all copies of the Software and, on request of Netmi otion, certify said destruction. All amounts paid by you to NetMotion prior to termination shall be non - refundable. No termination of this Agreement shall in any way affect the rights, duties or obligations of either you or NetMotion which have accrued prior to the date of such termination. 6. SAFEGUARDSIAUDIT RIGHTS. You agree to: (i) implement internal safeguards to prevent any unauthorized copying, distribution, or use of the Software; (i i) provide NetMotion with written certification of the number of copies of the Software installed or used on request, and (iii) to allow NetMotion to audit your premises and systems for compliance with this EULA during regular business hours. NetMotion will pay for the cost of the audit unless the audit shows a discrepancy in the number of copies of the Software used over the licenses you have acquired, in which event, you shall pay for the cost of the audit. 7. EXPORT LAIVS; FOREIGN• CORRUPT PRACTICES. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the US Export Administration Regulations (15 CFR, Parts 730 -774, as well as end -user, end -use and destination restrictions issued by U.S. and other governments. The Software contains encryption and cannot be exported outside the United States or Canada without a U.S. Commerce Department export license or applicable license exception. You agree that you will not directly or indirectly export, re -export or import the Softivare (or portions thereof) other than to Canada, without first obtaining an export license or determining that a license exception is authorized and applicable and notifying NetMotion in writing of such export. You further agree that you will avoid any activity that violates U.S..or local laws, including the U.S, Foreign Corrupt Practices Act, 8. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is commercial computer software and documentation developed exclusively at private expense, and in all respects is proprietary data belonging solely to NetMotion. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Sections 227.7201 through 227.7202 and its successors (48 C.F.R 227.7201- 227.7202) the Government's right to use, reproduce or disclose the Software is subject to the restrictions of this EULA. If the Software is acquired by or on behalf of civilian agencies of the United States Government, then, pursuant to FAR Sections 2.101 and 12.212 and its successors (48 C.F.R. 2.101 and 48 C.F.R. 12.212), file Government's right to use, reproduce or disclose the Software is subject to the restrictions of this EULA. 9. GOVERNING LAW AND ATTORNEYS' FEES. This EULA is governed by the lases of the State of Washington, USA, excluding its conflict of laws rules, and specifically excludes the United Nations Convention on Contracts. for the International Sale of Goods. In any action or suit to enforce any right or remedy under this EULA or to interpret any provision of this EULA, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.. 10 ENTIRE AGREEMENT. This EULA constitutes the entire agreement between you and NetMotion with respect to your right to use the Software, and replaces all other agreements or representations, whether written or oral. Terms contained in the quotation and invoice issued by NetMotion or its authorized Resellers, and in any purchase order issued by you, are hereby incorporated by reference solely for the purpose of identifying the quantity and type of client and server licenses and modules purchased, the level of maintenance and support to be provided, the rate at which such products and services shall be paid and the payment terms applicable to the licensing of such Software and services. In all other respect, the terms of this EULA cannot be modified by any terms in any printed forms used by the parties in performing the EULA, and can only be modified by express written consent of both parties. If any part of this EULA is held to be unenforceable as written, it will be enforced to the maximum extent allowed by applicable law, and will not affect the enforceability of any other part. The original of this EULA is in English. If it is translated into another language, the English language version shall prevail. 11. LIMITED WARRANTY, For a period of ninety (90) days from the date of shipment or download from NetMotion of the Software, NetMotion warrants that (a) the unmodified Software will perform. substantially in accordance with the accompanying written materials when used as directed, and (b) the media upon which the Software is delivered will be free of defects.. This Limited Warranty is void if failure of the Software has resulted from modification, accident, abuse, or misapplication. 12. EXCLUSIVE REMEDY. Your exclusive remedy with respect to any breach of the Limited Warranty is, at NetMo €ion's option, either repair or replacement of the non - conforming Software or return of the pro-rata price you paid for the non - conforming Software. You must return all non - conforming Software to NetMotion with your proof of purchase to be entitled to this remedy. Outside the United States, neither these remedies' nor any product support services offered by NetMotion are available without proof of your purchase from an authorized international source. 13. NO OTHER WARRANTIES. TO THE PULL EXTENT PURMITTED BY LAW, NETMOTION AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON - INFRINGEMENT, WITH REGARD TO THE SOFTATARE. 701 North 34 th Street, Ste. 250 • Seattle, WA 98103 • t 206.691.5500 • f 206.691.5501 w1m.netmoti onwi reless.com 14. LIMITATION OF LIABILITY. NETMOTION AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUP'T'ION, LOSS OF BUSINESS OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NETMOTION OR ITS LICENSORS HAVE BEEN ADVISED OF TFIE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TIM ENTIRE LIABILITY OF NETMOTION AND ITS LICENSORS UNDER THIS AGREEMENT AND LIMITED WARRANTY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE THAT CAUSES THE DAMAGE. IS. THIRD PARTY SOMVARE. The Software may contain or be distributed with software code or products from third parties ("Third Party Software"} NetMotion has secured all necessary rights from such third parties to use, distribute and sublicense such Third Party Software in conjunction with the Software. Any Third Party Software so requiring, is sub - licensed to you under the terms of that Third Party License, The terms of any such Third Party License apply only to the specific software code or product of the named third party and do not extend to any other portion of the Software licensed by NetMotion. In any event, the disclaimer of warranty and limitation of liability provisions of this EULA shall apply to all of the Software, including Third Party Software. Applicable Third Party Licenses follow: Approved a6 to form: V 7 1 1 1 Z °•.r rislant City Attorney ror City Attorneys 701 Noah 34 Street, Ste, 250 • Seattle, WA 98103 • t 206.691.5500 • f206,691.5501 www.netmotionwireless.eom