HomeMy WebLinkAboutSHIELD-Suite-TC-Agreement-17-March-2021
This TERMS and CONDITIONS AGREEMENT (“Agreement”) is made and entered into as of the
effective date shown in the proposal, by and between Client and International Business Information
Technologies, Inc., a Florida corporation doing business as LEFTA Systems (“LEFTA Systems”).
1. Subscription of Software; Grant of Limited, Non-Exclusive License. LEFTA Systems agrees during
the Term of this Agreement to provide Client services and grants to Client a nonexclusive,
nontransferable, right and license to use, execute and display the software programs as described in the
proposal, in object code and source code form, and the associated users' information and other
documentation made available on-line by LEFTA Systems. The employees, agents, and contractors of
Client may use the Software solely for Client’s internal purposes (and not for the benefit of any third
party) in accordance with the terms of this Agreement.
1.1. License Restrictions.
1.1.1. Except for the limited license rights specifically granted to Client pursuant to this
Agreement, LEFTA Systems owns and shall retain all rights, title and interests in and to
the Software, including all derivatives thereof. For the avoidance of doubt, pursuant to
this Agreement, Client shall not cause or permit the disclosure, renting, leasing,
sublicensing, loaning or selling, dissemination or other distribution of the Software by
any means or in any form to anyone outside of the Client organization in a manner or for
a purpose inconsistent with this Agreement, and shall not permit or allow any Person to
use the Software via a timesharing, service bureau, application service provider or similar
arrangement.
1.1.2. Client shall not, and shall not permit others to, copy, alter, translate, decompile, decipher,
disassemble, reverse engineer, or reverse assemble the Software or any components
thereof, or attempt to do any of the foregoing. Client shall not permit any Person to take
any action to reverse engineer, reverse compile, or otherwise attempt to derive source
code from any object code copy of the Software.
1.2. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the fees set forth in
the signed proposal. All invoices issued shall be paid net 30 from the due date on the invoice.
All fees paid to LEFTA Systems shall be deemed fully earned and non-refundable. Client shall
be solely responsible for the payment of any and all sales and use taxes assessed by any
governmental authority with respect to the transactions contemplated by this Agreement. Annual
fees can include a cost of living or consumer price index increase not to exceed 3%.
1.3. Billing Cycle. Regardless of the actual commencement date, the annual invoice(s) will be
prorated to either the 1st or the 15th of the month to match LEFTA Systems billing cycles.
2. Term and Termination.
Term of Agreement. The initial term shall be 12 months commencing on the date of the signed Proposal
and shall automatically renew for successive 12 months periods, unless this Agreement is sooner
terminated pursuant to the provisions of Section 2.1.
2.1. Termination of Agreement.
2.1.1. Either party may prevent the renewal of this Agreement by providing written notice of
nonrenewal at least 90 days prior to the expiration of the then-current initial or renewal
Term.
2.1.2. Either party may terminate this Agreement at any time if the other party breaches this
Agreement and, if such breach is capable of being cured, fails to cure such breach within
30 days after receiving written notice from the non-breaching party describing such
breach in reasonable detail.
2.1.3. Fees Nonrefundable upon Cancellation. In the event that, prior to the expiration of the
Term, Client terminates the Agreement any amount paid by Client to LEFTA Systems
under this Agreement is nonrefundable.
2.1.4. Upon Request by Client at any time upon termination of this agreement, LEFTA Systems
shall promptly return to Client all or any part of the Client Data in the format in which
LEFTA Systems routinely stores such data and erase or destroy all or any part of the
Client Data in LEFTA Systems possession, in each case to the extent so requested by
Client.
3. Confidentiality. During the performance of services and Client’s use of the Software under this
Agreement it may be necessary for a party to provide the other with certain information considered to
be proprietary or confidential by the disclosing party. Each party shall protect the other’s confidential
information with the same degree of care normally used to protect its own similar confidential
information, but in no event less than that degree of care that a reasonably prudent businessperson
would use to protect such information. For the avoidance of doubt, Client shall not share, show, or
display LEFTA Systems software features with other vendors that may have similar software. The
obligations of each party to protect confidential information received from the other party shall not
apply to Public Records laws within Client’s jurisdiction and information that is publicly known or
becomes publicly known through no act or failure to act on the part of the recipient. The provisions of
Section 4 shall survive the termination of this Agreement for any reason.
4. Indemnification. Client shall indemnify, defend and hold harmless LEFTA Systems and its affiliates
and their respective officers, directors, managers, equity owners, employees, agents and representatives
(collectively, the “Indemnified Parties”) from and against all losses, damages, liabilities, claims,
actions, causes of action, demands, lawsuits, proceedings, inquiries, investigations, judgments, interest,
awards, penalties, fines, costs and expenses (including, without limitation, court costs and reasonable
attorneys’ fees and expenses, at trial and on appeal) incurred or sustained by, or imposed upon, the
Indemnified Parties based upon, arising out of, or in connection with the use of the Software by Client,
Client’s affiliates, or any of their respective officers, directors, managers, employees, agents or
representatives.
5. Miscellaneous.
5.1. Entire Agreement; Amendment. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof, supersedes all prior agreements or
understandings, whether written or oral, between the parties with respect to the subject matter
hereof, and may not be amended, modified, altered or supplemented except by a written
agreement signed by both parties.
5.2. Technical Support. Annual license fee includes unlimited technical support Monday – Friday
from 8:00 a.m. – 8:00 p.m. EST, excluding holidays. This includes a built-in support request
function within each software application, a direct email support option and access to a toll-free
telephone number to reach support.
5.2.1. All updates and bug fixes are included.
5.3. Hosting. The annual license fee includes Client’s software application hosted on Microsoft
Azure Government servers. Client shall be entitled to the amount of data listed on the proposal
without additional charge. Additional storage fees shall be billed to and payable by Client.
5.4. Customization and Training. Client needs to provide LEFTA Systems with the contact
information of one “Project Manager” who will be responsible for the project on the Client side.
Client will receive a login to the customization site which must be completed as soon as practical
and electronically submitted to LEFTA Systems by the Client’s project manager. Once received,
LEFTA Systems will configure only the selected applications of the customization site and train
the client within 90 days. If client chooses to postpone completion of individual applications
during the initial submission, an additional fee will be charged to customize applications at a
later date.
During the project timeline, it is the Client’s responsibility that LEFTA Systems will have
continued access to Client’s project manager for any follow-up questions. Client must ensure
they are available within the 90-day timeframe for training, failure to do so may result in
additional fees.
International Business Information Technologies,
Inc. (d.b.a. LEFTA Systems)
By:
Name: Bryan Selzer
Title: CEO