HomeMy WebLinkAboutA9292 - CONSORTECH SAFE SOFTWARE CONTRACT ABSTRACT
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Consortech (Safe Software)
Francois Laganiere
FME Local Government Subscription
$15,000.00
1001025-40105
2022-2023
Contract Administration
Lead Department:
Contract Administrator:
Information Technology
Larry Klingaman
Contract Approvals
Council Approval:
Agenda Item No./ Resolution No.:
Agreement Number:
N/A
N/A
A9292
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
N/A
Attached
N/A
N/A
Contract Prepared By: Information Technology
Submitted on: 11/3/2022 By: Valerie Rodriguez
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
FME Software License Agreement -1-
Contract Number: SLA2022-2841
FME® SOFTWARE LICENSE AGREEMENT
This FME Software License Agreement ("Agreement") between Safe Software Inc. (“Safe Software”),
with offices located at Suite 1200 – 9639 137A Street, Surrey, British Columbia, Canada V3T 0M1, and
you, City of Palm Springs with offices located at 3200 E. Tahquitz Canyon Way, Palm Springs, CA,
United States, 92262, is effective as of the date the last party signs the Agreement. This Agreement is
a license from Safe Software and not a sale of goods. This Agreement gives you certain limited rights
to use Safe Software's proprietary Software and Related Materials. All rights not specifically granted
in this Agreement are reserved to Safe Software.
1. Definitions: As used in this Agreement, the following words, phrases, or terms shall have the following
meanings:
“Concurrencies” mean the maximum number of machines, virtual or otherwise, that may use the Software at
the same time.
“Engines” mean the proprietary processing cores linked to a license of the Software.
“Environment” means the combination of Software with hardware, third party applications, and other
computing elements for one of the following purposes: disaster recovery (which may include failover),
development, staging (which may include testing, pre-production, quality assurance, or other non-production
use), and production.
“Software” means the actual copy of all or any portion of Safe Software's proprietary software technology,
including FME Desktop, FME Server, Engines, and software development kits (“SDK”), on any media and in any
format and includes backups, patches, service packs, updates, extensions, or permitted merged copies.
“Related Materials” mean all of the user, reference, operating, training, or related information supplied by Safe
Software in printed or electronic form including new, revised, and corrected documents.
2. Permitted Uses: Pursuant to the terms and conditions of this Agreement and any ordering document, Safe
Software hereby grants to you a limited, non-exclusive, non-transferable license to install and use the Software
and Related Materials as follows:
A. If you acquire a fixed license, you are authorized to install and use one copy of the Software on a single
designated physical or virtual machine in such a way that the Software is only accessible to a single
user.
B. If you acquire a floating license authorizing a specified number of Concurrencies, you may install the
Software on multiple machines, provided that the number of users using the Software at any one time
is not greater than the authorized number of Concurrencies.
C. If you acquire a server license, you may install the Software without restriction to the number of users.
A server license may be associated with standard Engines, dynamic Engines, or both. You may use no
more than the authorized number of standard Engines associated with your server license. You may
use an unlimited number of dynamic Engines up to the authorized amount of CPU processing hours
associated with your server license.
A Software license may only be used in a single Environment. For example, you must acquire three separate
licenses to set up a development Environment, a staging Environment, and a production Environment. Licenses
for different Environments cannot be combined onto a single license file.
You may provide access to and use of the Software to any affiliate, consultant, or contractor solely for your
benefit. You may make additional copies of the Software and Related Materials (but not the license) only as
reasonably required for internal backup protection. Any other use must be approved in writing by Safe Software.
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
FME Server Software may be used as part of a cloud-based application or web service offered to the public.
When used as part of a cloud-based application or web service, FME Server may be used to process your own
data or third party data for the benefit of third parties. However, there must be added functionality or value to
your cloud-based application or web service and the FME Server functionality cannot be offered to third parties
in a standalone configuration.
3. Uses Not Permitted: Except as expressly provided in this Agreement, you may not use the Software to provide
paid consulting services to third parties where the primary purpose of such consulting services is to provide data
management, translation, or transformation unless the third party also owns a license of FME software. You
shall not act as a service bureau or application service provider that allows third parties direct access to the
Software. You shall not sell, rent, host, lease, sub-license, lend, timeshare, transfer, or otherwise provide
unlicensed third parties direct access to the Software. You shall not reverse engineer, decompile, disassemble,
alter, modify, or create any derivative works of the Software and Related Materials except to the extent
permitted in this Agreement or by law.
Other than as part of a cloud-based application or web service that uses FME Server, you may not use the
Software to process third party data solely for the use and benefit of third parties. You may not use FME Desktop
to provide any stand-alone data translation system or web service for third parties unless a separate written
agreement is obtained from Safe Software. If you want to purchase rights beyond those granted by this
Agreement, you may do so by contacting Safe Software at sales@safe.com.
4. Third Party Components: The Software may include software components licensed by third parties ("3rd Party
Components"). Copyright notices and/or licenses for 3rd Party Components are available in the Legal Notices
file located in the “About” box of the Software or may be requested by contacting legal@safe.com. All 3rd Party
Components' license terms work in conjunction with this Agreement and together are complete statements of
your rights and restrictions with respect to the Software. Where there is a conflict between a 3rd Party
Components’ license terms and this Agreement, the 3rd Party Components’ license terms will prevail.
5. Sample Data & Authorization Credentials: You may use the sample data provided with the Software to test,
evaluate, and demonstrate features of the Software, and for no other purpose. As well, the Software may
contain pre-installed authorization credentials (the “Credentials”) to permit connectivity with various web
services. These Credentials are provided for testing, evaluation, and demonstration purposes. You may only use
these Credentials in connection with the Software. These Credentials are provided by third party licensors, are
not within the control of Safe Software, and may be disabled at any time without notice. If you use the Software
for production purposes, then you should obtain your own account and authorization credentials for the web
service(s) you plan to use. Instructions for obtaining your own authorization credentials will be available in the
Related Materials.
6. Statistics Collection: Upon Software activation, you will have the option to permit the Software to collect
anonymous usage statistics. The information collection process is anonymous and Safe Software does not collect
personally identifiable information. Your results will be automatically combined with results from other users,
and the resulting statistics will be used to identify trends and usage patterns which will help focus development
efforts for future versions of the Software and allow us to provide configuration and usage recommendations
on our website and in-product. You may disable usage statistics tracking at any time by going to the Tools tab -
> FME Options -> Workbench tab.
7. License Exchange: If you upgrade the Software from one license type to another (for example, from fixed to
floating), move the Software to a new machine, or upgrade to a new version or to an edition with additional
functionality (for example, from Professional Edition to Database Edition), then you agree to uninstall the old
Software license upon installation of the new Software license. All upgrades and replacement licenses are
provided to you on a license exchange basis. By using any upgraded Software, you voluntarily terminate your
rights to use any previous version of the Software, except to the extent that the previous version is required to
transition to the upgraded Software.
8. Ownership & Copyright: Safe Software and its 3rd Party Component licensors retain exclusive title to and
ownership of any copy of the Software and Related Materials licensed under this Agreement. The Software and
Related Materials are protected by United States, European, and Canadian copyright laws and applicable
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
international treaties and/or conventions. The structure, organization, and code are the valuable trade secrets
of Safe Software and its licensors. You shall not remove, obscure, or deface any logo, notice, trademarks, or
legend of copyright from the Software or any Related Materials. You have no right to use any of Safe Software’s
trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree
not to export the Software and Related Materials into a country that does not have copyright laws that will
protect Safe Software's proprietary rights. From the date of receipt, you agree to use reasonable efforts to
protect the Software and Related Materials from unauthorized use, reproduction, distribution, or publication.
9. Third Party Applications for the Software: If you use the Software in conjunction with applications developed
by you or third parties, you agree that Safe Software is not responsible for those applications and is not liable
for any loss or damage resulting from the use of such third-party applications. You must ensure that any license
terms for such third-party applications do not: (a) create, or purport to create, obligations for Safe Software or
its 3rd Party Component licensors with respect to the Software; (b) grant, or purport to grant, any rights to Safe
Software’s or its 3rd Party Component licensors’ intellectual property; or (c) grant, or purport to grant, any
immunities under this Agreement.
10. Export Controls: You acknowledge and understand that the export or re-export of certain goods or technical
data from Canada, the United States, or your applicable jurisdiction may be controlled by export control laws.
The Software may be subject to such export restrictions. To the extent that it is, the Software may not be
shipped, transferred, licensed, exported, or re-exported into any country or used in any manner prohibited by
any applicable export laws, restrictions, or regulations. You are responsible for obtaining any and all appropriate
permissions prior to exporting or re-exporting products incorporating, encompassing, or relying upon the
Software.
11. Assignment: You shall not assign any of your rights under this Agreement without the prior written consent
of Safe Software. Any purported assignment without such consent shall be null and void.
12. Term: The Software is licensed in perpetuity unless specified elsewhere in this Agreement, in a separate
written agreement signed by both parties, or as otherwise described in the ordering documents for the
Software. Notwithstanding the above, any Software acquired under a subscription plan will expire at the end of
the subscription term. As well, Engines acquired under a “Dynamic Engine” plan will expire when you have used
all CPU processing hours permitted in the ordering documents. You understand that under a Dynamic Engine
plan, the Software will track the number of CPU processing hours used and the Engines will be disabled when
all ordered CPU processing hours have been consumed. Any related support and maintenance services may be
ordered in annual increments and may require additional payments.
13. Termination: This Agreement and the corresponding right to use the Software will terminate automatically
if you breach this Agreement and fail to cure the breach within thirty (30) days after receipt of written notice
from Safe Software. If the Software license was granted to you for evaluation purposes, then it automatically
terminates on the earlier of: (1) the expiration of 30 days from the original installation of the Software or (2)
when the Software ceases to function as a result of timing out, unless you have subsequently purchased a license
from Safe Software, in which case the terms of this Agreement shall be deemed to have continued in full force
and effect. On termination or expiration, you shall uninstall the Software, Related Materials, and any whole or
partial copies, modifications, and merged portions in any form. The parties hereby agree that all provisions that
operate to protect the rights of Safe Software shall remain in force should termination occur.
14. Limited Warranty: THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL DEFECTS AND ERRORS. Safe Software
warrants that the media upon which the Software and Related Materials are provided will be free from defects
in materials and workmanship, under normal use and service, for a period of ninety (90) days from the date of
receipt. Safe Software warrants that it has the power to grant the license rights described in this Agreement. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAFE SOFTWARE MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, USE OF REASONABLE SKILL AND CARE, OR FITNESS FOR ANY
PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAFE SOFTWARE ASSUMES
NO LIABILITY FOR DAMAGE TO ANY SYSTEM ON WHICH THIS SOFTWARE IS INSTALLED, FOR CORRUPTION OF
ANY DATA TRANSLATED BY THE SOFTWARE, OR FOR LOSSES ARISING IN THE EVENT THIRD PARTIES ARE ABLE,
FOR ANY REASON, TO USE OR ACCESS THE SOFTWARE OR YOUR DATA OR SERVICES WITHOUT CHARGE.
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
Your exclusive remedy during the warranty period and Safe Software’s entire liability under this Agreement shall
be: (i) to replace the media containing the Software and Related Materials; or (ii) to refund the initial Software
purchase price.
15. Infringement Indemnity: Safe Software will defend and indemnify you from any action brought against you,
to the extent that it is based on a claim that the Software or Related Materials infringe a copyright, patent,
trademark, or other intellectual property right of any third party, provided that: (a) Safe Software is promptly
notified in writing of the claim; (b) you provide Safe Software with reasonable assistance, information, and
authority necessary to negotiate and settle the claim; (c) such claim does not arise from the use of a superseded
or modified release of the Software if such infringement would have been avoided by the use of the current or
unmodified release of the Software; and (d) such a claim does not arise from the use, operation, or combination
of the Software with programs, data, equipment, or materials not provided by Safe Software if such
infringement would have been avoided by use of the Software without such programs, data, equipment, or
materials.
Should the Software become, or in Safe Software’s opinion be likely to become, the subject of any such claim of
infringement, then you will permit Safe Software, at Safe Software’s option and expense, either to: (a) procure
for you the right to continue using the Software; or (b) replace or modify all or a portion of the Software so that
it is non-infringing. In the event neither of these remedies is available or practical, Safe Software may terminate
this Agreement and return to you the initial Software purchase price, reduced on a pro-rated basis by 20% for
each year since delivery, as well as a pro-rated refund of any pre-paid support fees for the then-current support
term. This section states Safe Software’s entire obligation for infringement.
16. LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, DATA, OR BUSINESS
OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE AND
RELATED MATERIALS, WHETHER OR NOT SUCH LOSS OR DAMAGE IS REASONABLY FORESEEABLE. IN NO EVENT
WILL SAFE SOFTWARE BE LIABLE FOR ANY AMOUNT, IN DAMAGES OR OTHERWISE, IN EXCESS OF THE AMOUNT
INITIALLY PAID BY YOU FOR THE SOFTWARE. The parties agree that Safe Software has set its fees and entered
into this Agreement in reliance on the disclaimers and limitations set forth herein and that they reflect an
allocation of risk between the parties and form an essential basis of the bargain between the parties.
17. No Implied Waivers: Any failure or delay by Safe Software in enforcing any right or remedy under this
Agreement shall not be a waiver of any term or condition of this Agreement nor any subsequent breach thereof.
18. Order of Precedence: The terms of this Agreement supersede the terms in any purchase order or other
document you give to Safe Software. This Agreement may be presented in non-English languages. However, if
there is a conflict between a non-English version and the English version, then the English-language version will
prevail. This Agreement may only be modified by a written amendment signed by both parties.
19. Applicable Law: The laws of the state of California govern this Agreement. Any and all disputes shall be
resolved in a court of competent jurisdiction in Riverside County, California.
20. Miscellaneous: If any provision of this Agreement is found to be unenforceable or invalid by a court of
competent jurisdiction, such provision will be interpreted so as to best accomplish its objectives and the
remainder of this Agreement will remain valid. Neither this Agreement, nor any terms and conditions contained
in it, shall be construed as creating or constituting a partnership, joint venture, agency, or other similar
relationship between the parties. Except as expressly provided, no other right or license is granted under this
Agreement.
I. ADDITIONAL TERMS:
The following Additional Terms may apply to certain license scenarios. In the event of a conflict between these
Additional Terms and any previous terms in this Agreement, these Additional Terms will apply.
IF YOU ELECT “YES” TO INSTALL THE SDK DURING SETUP, this paragraph also applies to your use of the Software
and Related Materials. You may use the SDK solely for the purpose of designing, developing, and testing
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
applications that interface with the Software, and for no other purpose. You agree that you are solely
responsible for any applications created using the SDK.
IF THE SOFTWARE IS LICENSED UNDER A FREE TRIAL LICENSE, this paragraph also applies to your use of the
Software and Related Materials. The term for these licenses may be limited. Software under a trial or evaluation
license cannot be used for any production purposes and must be used solely for the purposes of evaluations,
demonstrations, proof of concepts, prototypes, and self-learning.
IF THE SOFTWARE IS LICENSED UNDER A HOME USE LICENSE, this paragraph also applies to your use of the
Software and Related Materials. The term for these licenses may be limited. Software under a home use license
is for personal, non-commercial use only.
IF THE SOFTWARE IS LICENSED UNDER A RESEARCH OR NON-PROFIT GRANT LICENSE, this paragraph also applies
to your use of the Software and Related Materials. The term for these licenses may be limited. Software under
these licenses cannot be used for any commercial purpose and must be used solely for the project(s) approved
by Safe Software during the application process.
IF THE SOFTWARE IS LICENSED UNDER A STUDENT, INSTRUCTOR, TRAINING, OR OTHER EDUCATIONAL LICENSE,
this paragraph also applies to your use of the Software and Related Materials. The term for these licenses may
be limited. Software under these licenses cannot be used for any production or commercial purposes and must
be used solely for the purposes of training, demonstrations, and education.
IF THE SOFTWARE IS LICENSED UNDER A RECENT GRADUATE LICENSE (“Grad License”), this paragraph also
applies to your use of the Software and Related Materials. The term for Grad Licenses may be limited. Software
under a Grad License is to be used solely by you as the named user. Grad Licenses may be used at your place of
employment for production or commercial use for the benefit of your employer. However, Grad Licenses cannot
be transferred or sold to your employer, a co-worker, or another third party without express consent from Safe
Software.
IF THE SOFTWARE IS LICENSED UNDER A DEVELOPMENT PROGRAM LICENSE, this paragraph also applies to your
use of the Software and Related Materials. The term for development program licenses may be limited. Software
under a development program license cannot be used for any production purposes. Development program
licenses are to be used solely for the purpose of developing and testing applications so that they interface with
the Software and for no other purpose.
IF THE SOFTWARE IS LICENSED UNDER A DEMO LICENSE, this paragraph also applies to your use of the Software
and Related Materials. The term for demo licenses may be limited. Software under a demo license cannot be
used for any production purposes or to provide paid services to third parties. Demo licenses are to be used
solely for the purposes of demonstrations, evaluations, training, internal learning, proof of concepts, and
prototypes. Additional usage rights may be agreed upon between the parties as part of a signed agreement.
IF THIS SOFTWARE, OR A COMPONENT OF THE SOFTWARE, IS LABELLED AS “BETA”, “TECHNICAL PREVIEW” OR
“RELEASE CANDIDATE”, this paragraph also applies to your use of the Software and Related Materials. Beta,
Technical Preview, and Release Candidate versions of the Software, or components within the Software, are
considered pre-release software and so may contain defects and errors. You accept all risks of using these
versions of the Software whether or not the risks are foreseeable or reasonable.
IF YOU DOWNLOAD AND INSTALL CONTENT FROM THE FME HUB FOR USE WITH THE SOFTWARE, this paragraph
also applies. Third parties may provide FME Hub content and such third-party content is not tested, verified, or
supported by Safe Software. You agree to accept all risks of downloading and using FME Hub content whether
or not the risks are foreseeable or reasonable.
U.S. GOVERNMENT RESTRICTED RIGHTS: If the Software and Related Materials are acquired directly or indirectly
on behalf of a unit or agency of the United States Government, this paragraph applies. The Software and Related
Materials are commercial items, developed at private expense and are the trade secrets of Safe Software. You
agree that the Software and Related Materials are licensed with restricted rights pursuant to the terms of this
Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202, or any successor provisions.
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
IN WITNESS WHEREOF this Agreement has been duly executed by the parties. This Agreement may
be executed and delivered electronically or in two or more counterparts, each of which when so
executed shall be deemed an original, but all of which together shall constitute one and the same
instrument. The undersigned represent that they are authorized to sign on behalf of, and bind, their
respective party.
For SAFE SOFTWARE INC.: For CITY OF PALM SPRINGS:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Angela McGeachan
General Counsel
November 3, 2022
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
Larry Klingaman
IT Director
11/8/2022
Consortech Solutions Inc.
5005 Lapiniere Blvd, Suite 3080
Brossard (Quebec)
J4Z 0N5 Canada
1
Experts in geospatial data integration and automation
www.consortech.com
Sub Total 15,000.00
No Tax (0%)0.00
Total USD15,000.00
QUOTATION
# QUO-12108
Invoice To
City of Palm Springs
Valerie Rodriguez
3200 East Tahquitz Canyon Way
Palm Springs
92262 California
USA
Ship To
City of Palm Springs
Date Reference
2022/10/17 FME Desktop and Server - Subscription
#Item & Description Quantity Rate Amount
1 FME-ELA-US
FME Local Government Subscription
- start date : TBD
- including unlimited use of FME Desktop and Server
- Subscription year 1 : $15 000
- Subscription year 2 : $15 000
- Subscription year 3 : $15 000
1.00 15,000.00 15,000.00
2 FME-ELA-US
FME Ignition Kit (Half-Day Workshop)
• High-level assessment of GIS department
• Replicable manual processes
• Partially automated processes that need an upgrade
• Data disseminated internally or to SaaS applications
• Data extraction from SaaS applications
• Regular data export to other systems
• Data validation
• Etc.
1.00 0.00 0.00
Thank you for your business!
# TPS : 897215166
#TVQ : 1018108191
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23
Consortech Solutions Inc.
5005 Lapiniere Blvd, Suite 3080
Brossard (Quebec)
J4Z 0N5 Canada
2
Experts in geospatial data integration and automation
www.consortech.com
Signature
DocuSign Envelope ID: 6AF2863F-E984-4823-BD3D-F09D7A433A23