HomeMy Public PortalAbout098-2012 - Engineering - 3 M - Software for traffic safety syst3M TRAFFIC SAFETY SYSTEMS DIVISION
SIGN DATA MANAGEMENT TOOLS
SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement' } by and between 3M Company ("3M'J and
City of Richmond, IN ("Licensee's is effective upon Licensee's receipt of the Software
{"Effective Date'.
In consideration of the exchange of promises herein, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and intending to be legally
bound, the parties agree as follows:
1. license. 3M grants Licensee a non-exclusive, non -transferable, li nited License to ;use the.
3M Sign Data Management Tools software ("Software' on a single PC for the limited
purposes set forth herein. Upon the expiration of the warranty period, 3M will provide
Licensee with a maintenance agreement which will provide revisions and updates to the
Software. Such revisions and updates shall be deemed Software for the purposes of this
Agreement and shall be subject to the terms and conditions herein. This license pertains
to the Software in object code form only. Licensee has no right or license to the Software
in source code form, and Licensee shall not reverse engineer, decompile, disassemble or
otherwise attemptto gain access to the Software. All rights to the Software not expressly
granted to Licensee in this Agreement are_ reserved to 3M.
2. Use Restrictions. Licensee shall use the Software for its internal business purposes
only, and shall not sell, rent, lend, lease, sublicense; or distribute the Software; or modify
or create derivative works thereof. Licensee may make a single copy of the Software for
archival purposes only.
3. Term. This Agreement is effective upon the Effective Date and expires upon the
expiration or termination of the Sign Management System and Asset Inventory between
Licensee and 3M.
4. Termination. 3M may terminate this Agreement if Licensee fails to cure a material
breach thereof within ten (10) days of receipt of written notice of such breach. In
auultioic, aM riiay tCrii[ i pate tiii s Agreement ;"J.U. J:rltl:.^lit Ca'uSe Senn ?i!tv 0 rlavc
written notice to Licensee.
S. Effect of Termination. Upon expiration or termination of this Agreement, all right and
license of Licensee to use or possess the Software shall terminate immediately and
Licensee shall promptly delete or destroy all copies of the Software stored in any medium.
Upon request, Licensee will provide 3M with written certification of the foregoing.
6. Warranty. The Software shall perform the functions described in 3M's Software
documentation for a period of 96 days. 3M's sole liability and Licensee's exclusive remedy
for deficiencies in the Software that cause failures of the described.lunctions Wil be to
correct the deficiencies with revised software to be proviaed .free .of, charge.
%. DISCLAIMER OF WARRANTIES. 3M. DISCLAIMS.ALL,OTHER WARRANTIES, EXPRESS
OR IMPLIED, REGARDING THE SOFTWARE INCLUDING BUT NOT LIMITED TO THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
Contract # 98-2012
SOFTWARE IS NOT WARRANTIED TO BE ERROR -FREE OR TO RUN UNINTERRUPTED.
LICENSEE ASSUMES ANY AND ALL RISK REGARDING ITS USE OF THE SOFTWARE.
8. LIMITATION OF LIABILITY. 3M WILL NOT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS) ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF 3M HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE
LIABILITY OF 3M UNDER THIS AGREEMENT, OR OTHERWISE ARISING FROM THE
SOFTWARE. AND LICENSEE'S USE THEREOF, SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE.
9. Indemnification. Licensee agrees to indemnify and hold harmless 3M, it's directors,
officers, shareholders, ernplpyees, agents and assigns, from all claims, actions, suits,
damages, liabilities, losses, judgments, penalties, liens and costs, including reasonable
attorney's fees and litigation expenses, arising from Licensee's use of the Software
10. Licensee's Representations. Licensee represents and warrants that (i) Licensee has
fully read and understands the terms and conditions of this Agreement and intends to be
legally bound thereby; and (ii) Licensee has had the opportunity to seek the advice of
legal counsel with regard thereto.
11.Ownership & Copyright. Licensee, on behalf of itself, its owners, shareholders,
directors, officers, employees, agents and assigns, acknowledges that the Software and
all copyrights thereto are the sole and exclusive property of 3M, and that none of the
aforementioned parties has any right, title or interest in the Software except as expressly
provided in this Agreement.
12. Publicity. Licensee shall not make any public statements regarding the Software or this
Agreement, or make any use of 31A's logos, trademarks, trade names, trade dress or
other identifying marks without obtaining 3M's prior written consent in each instance.
13. Governing Law and Attorneys' Fees. This Agreement is governed by the laws of the
State of Minnesota, excluding its conflict of laws rules. The parties consent to exclusive
jurisdiction and venue in the state and federal courts located in Ramsey County,
Minnesota. In any action or suit to enforce any right or remedy under this Agreement or
to interpret any provisiori:df unis ryreement, the pre�ti�ciling pt-rt�; will -be entitled to
recover its costs, including reasonable attorneys' fees. THE PARTIES FURTHER AGREE
THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE
BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR
BE FOREVER BARRED.
14. General. This Agreement constitutes the entire agreement between Licensee and 3M
with respect to the subject matter hereof. In the event of conflict between the terms and
conditions of this Agreement and any other agreements or representations by or between
the parties hereto, whether oral or written, this Agreement shall govern. The terms of
this Agreement cannot be modified by any terms in any printed forms, including but not
limited to purchase orders, and can only be modified or amended by express written
consent of both parties. If any part of this Agreement 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. Licensee shall not transfer or assign this
Agreement, or any of its rights or obligations hereunder, without 31A's express written
consent.
ACCEPTED AND AGREED:
3M COMPANY LICENSEE
By:
By:
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Title: Title:
�SS Pasident
Date: QA/ / 7 Date: �,qa,