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HomeMy WebLinkAbout17-056 - Lanteria - Software License AgreementLanteria HR License Agreement 17 -056 Council Approval N/A L Lanteria Lanteria HR License Agreement This software License Agreement, is made and entered into as of 3/1/2017 ( "Effective Date ") by and between: Lanteria, LLC 745 Atlantic Ave. FI. 8 Boston, MA 02111 United States of America (hereinafter referred to as "Lanteria ") City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 United States of America (hereinafter referred to as "Client ") 1 S a ori Copyright © 2017 Lanteria Page 1 of 9 Lanteria HR License Agreement Table of Contents 1 Definitions 3 2 License 4 2.1 Grant of License 4 2.2 Employee Licenses 4 2.3 Term 4 3 Payment Terms 5 3.1 Payment Schedule 5 4 Warranties 6 5 Termination 7 6 Confidentiality 7 7 Survival of Obligations 8 8 Severability 8 9 Governing Law 8 10 Indemnification 8 11 Compliance with Law 8 12 Entire Agreement 9 Copyright © 2017 Lanteria Page 2 of 9 Lanteria HR License Agreement 1 Definitions "Confidential Information" means: (i) any information including, but not limited to, business plans, financial information, and performance information not in the public domain, whether in oral, written, or other form, that is identified as proprietary or confidential or provided under circumstances that reasonably indicate that the information is proprietary or confidential; and (ii) Software. "Day" means a calendar day. "Maintenance" means Lanteria's provision of: (i) Updates; and (ii) Upgrades. "Software" means a computer program, application, tool, or database that Lanteria has licensed to the Client pursuant to this Agreement which shall be the Lanteria HR system which is comprised of among other things, the modules set forth in Section 3.1. "Support" means technical support provided onsite, by telephone, remotely by electronic means or by electronic mail for Software to remedy defects in Software not otherwise covered under warranty. "Update" means a Software patch issued by Lanteria to correct defects or deficiencies in Software or to provide minor modifications that do not substantially change the basic character or structure of Software. "Upgrade" means an incremental release of Software that provides significant improvements (not merely corrections for Software defects and deficiencies) and changes the basic character or structure of Software. "User" means an individual who is entitled to access and use Software pursuant to this Agreement. Copyright © 2017 Lanteria Page 3 of 9 Lanteria HR License Agreement 2 License 2.1 Grant of License (i) Subject to the terms and conditions of this Agreement, Lanteria grants the Client and Affiliates a nontransferable, non - exclusive license to install and use Software on a corporate license basis and to use and make reasonable number of copies of any documentation provided by Lanteria, with "Affiliates" for this purpose including any entity controlling, controlled by or under common control with Client. (ii) The following modules to be included into the issued license are as follows: • Core HR • Time & Attendance • Recruiting & Applicant Tracking • Performance Management • Learning Management (iii) Nothing in this Agreement grants the Client any additional interest in the Software, except as stated in this Agreement. The Software is and shall remain the property of Lanteria. 2.2 Employee Licenses (i) Within this License, the Client shall be limited to 350 employee licenses, of any type, to be used by the Client employees. (ii) License allows for the Client's use of Software to store information related to terminated and resigned employees and storage of such information shall not count towards the employee licenses in Section 2.2(i) herein. (iii) The Client may purchase additional employee licenses at the rate effective at the time of purchase. 2.3 Term (i) The term of this Software license shall be perpetual. (ii) If the Client has elected to purchase Maintenance and Support, the applicable term shall be for a period of one year finishing on the anniversary of the completion date. (iii) Each given license key is allowed to be used for 2 (two) environments only: Production environment and Test environment. Copyright © 2017 Lanteria Page 4 of 9 Lanteria HR License Agreement 3 Payment Terms 3.1 Payment Schedule (1) For the Software and services outlined in this Agreement, the Client will pay to Lanteria: Ns Product / Service Price, USD: Quantity Total, USD: 1 Lanteria HR Licenses $70.72 350 $ 24,752.00 Total: $ 24,752.00 (11) The Client will pay to Lanteria according to the following payment schedule: Sum Condition 24,752.00 Agreement signed (license cost) (iii) The Client will make payment to Lanteria within 30 days of receipt of the invoice. A late fee of 1.5% may be applied to past due invoices. Copyright © 2017 Lanteria Page 5 of 9 Lanteria HR License Agreement 4 Warranties (I) Limited warranty the Software and accompanying written materials (including the sales materials; specifications, documentation and instructions for use) are provided "as is" except that Lanteria warrants: a) b) c) d) that the Software will perform as demonstrated to you and in accordance with the accompanying written materials; that Lanteria owns or licenses from third parties all rights in or to the software that all services performed by Lanteria hereunder shall be performed in a diligent and professional manner; and that the Software does not infringe the intellectual property rights of any third party. (ii) Except as set forth herein, Lanteria does not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software or written materials in terms of correctness, accuracy, reliability, current, or otherwise. You assume the entire risk as to the results and performance of the software. (iii) Lanteria does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error -free, or that all Software errors will be corrected. Lanteria is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems that are made after the release of the Software, nor for problems in the interaction of the Software with non - Lanteria software. Lanteria will have no responsibility to replace or refund the license fee for media damaged by accident, abuse or misapplication. (iv) The Software is intended for commercial, institutional, and industrial users. The above warranties are exclusive and in lieu of all other warranties, whether expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Lanteria, its employees, distributors, dealers or agents shall increase the scope of the above warranties or create any new warranties. Except for the indemnification for infringement of the third party intellectual property rights or a breach of confidentiality owed to you, neither Lanteria nor anyone else who has been involved in the creation, production or delivery of the Software shall be liable for any indirect, consequential or incidental damages (including damages for loss of business profits, business losses, business interruption, loss of data, and the like) arising out of the use or inability to use the software, or any other claim by any party, even if Lanteria has been advised of the possibility of such damages. In the event Lanteria is liable for any damages, Lanteria liability for damages shall not exceed the total cost of the all fees paid by the Client to Lanteria under this Agreement. Copyright © 2017 Lanteria Page 6 of 9 Lanteria HR License Agreement 5 Termination (i) This Agreement shall terminate on notice by a party to the other if the other party has had a receiver appointed over any assets of the Defaulting Party or the Defaulting Party makes any arrangement with its creditors or passes a resolution for winding up or becomes subject to an administration order or goes into liquidation or ceases to trade or is declared bankrupt. (ii) Any such termination shall be without prejudice to any accrued rights, liabilities and remedies that either party may have. Further, no termination hereunder shall affect the license granted hereunder unless it is a termination by Lanteria based upon a material breach or a failure to pay by the Client in which case it will result in the Client removing all instances of the Software from the Client HR system and Client shall cease use of and return all copies of the Software to Lanteria within 30 days of the date of termination of this Agreement. Other than as specifically stated in this clause 6 (ii), the license granted hereunder shall remain in full force and effect upon any termination. (iii) Lanteria may terminate this Agreement upon thirty days written notice, if any outstanding payments due to Lanteria by the Client have not been paid. (iv) Either party may terminate this Agreement if the other party materially breaches this Agreement and does not remedy said breach within thirty (30) days of its receipt of written notice from the non - breaching party. (v) If at the time of termination, there is any outstanding balances or service hours that have been unpaid, they will become payable immediately. 6 Confidentiality (i) Each party shall preserve the confidentiality of the other party's Confidential Information and treat such Confidential Information with at least a reasonable standard of care. (ii) Neither party shall be liable to the other for the release of Confidential Information if it: a) was known to the receiving party on or before Effective Date without restriction as to use or disclosure; b) was in the public domain on or before the Effective Date; c) came into the public domain after the Effective Date through no fault of the receiving party; d) was independently developed solely by the employees of the receiving party who have not had access to Confidential Information; or e) is divulged pursuant to any legal proceeding or otherwise required by law, subject to the receiving party giving all reasonable prior notice to the disclosing party to allow it to seek protective or other court orders and provided that the receiving party uses best efforts to make such disclosure under conditions of confidentiality. (iii) Lanteria can use the Client's name in its marketing materials, unless otherwise agreed by the parties. Lanteria will not disclose any information about the Client other than that publicly available through the Client's web site and other public sources. (iv) As between Lanteria and Client, all Client data is owned exclusively by Client. Client data shall be considered Confidential Information subject to the terms of this Agreement. Copyright © 2017 Lanteria Page 7 of 9 Lanteria HR License Agreement 7 Survival of Obligations (i) The following sections and articles shall survive the expiry or termination of this Agreement: a) Article 2 — License; b) Article 3 — Payment Terms; c) Article 4 — Warranty; d) Article 6 — Confidentiality; e) Article 10 — Indemnity; f) Such definitions and terms and conditions in this Agreement that are necessary to give effect to the foregoing sections and articles. 8 Severability (i) In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. 9 Governing Law (i) This Agreement shall be interpreted and enforced according to the laws of the Commonwealth of Massachusetts, USA. (ii) The parties hereby submit to the exclusive jurisdiction of any of the federal courts of United States of America for any legal action arising out of this Agreement or the performance or non- performance of their obligations under this Agreement. 10 Indemnification If any action, claim, suit or proceeding is brought against Client alleging that the Software or any portion thereof (the "Alleged Infringing Material ") infringes on a patent, copyright, trademark, trade secret, or other intellectual property rights of any third party, Lanteria will defend such action, claim, suit or proceeding at its own expense and shall indemnify and hold Client harmless from and against all damages, liabilities, losses, expenses and costs, including reasonable attorneys' fees and expenses, incurred by Client or arising in connection therewith. 11 Compliance with Law Lanteria agrees that is shall comply with all applicable law in carrying out its services and otherwise performing under this Agreement. Copyright © 2017 Lanteria Page 8 of 9 Lanteria HR License Agreement 12 Entire Agreement The parties acknowledge that there are no written agreements, contracts, representations, warranties, inducements, or under - standings between them and pertaining to Software except as set forth and referred to in this Agreement. This Agreement is the entire agreement between the parties and supersedes any previous agreements, negotiations, discussions, and written instruments. In the event of a conflict between this Agreement and any Service Level Agreement signed between the parties, the terms of the Service Level Agreement shall prevail. Understood, agreed to and accepted: Client A�OR. X� X Lanteria Name: Title: btf -e4.v— o-oft Date: et2 -1I -2-al1 Name: Sergey Turin Title: CEO Date: March 1st, 2017 ntliA,tor v -t l &v) E-K `. J �I 317oi Copyright © 2017 Lanteria Page 9 of 9