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Target Solutions SoftwareTARGETSOWMNS Client Agreement This Client Agreement (the "Agreement"), effected as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions Learning, LLC. ("TSL'), a Delaware limited liability company, and the undersigned client ("Clienr), and governs the purchase and ongoing use of the services described in this Agreement (the "Services"). 1. Services. TSL shall provide the following services: 1.1. Access. TSL will provide Client a non- exclusive, non -transferable, revocable, limited license to remotely access and use the Services hereunder and, unless prohibited by law, will provide access to any person designated by Client ('Users'. 1.2. Availability. TSL shall use commercially reasonable efforts to display its content and coursework for access and use by Client's Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages and other outages beyond TSL's control. 1.3. Help Desk. TSL will assist Users as needed on issues relating to usage via e-mail, and a toll free Help Desk five (5) days per week at scheduled hours. 2. Client's Obligations. 2.1. Compliance. Client shall be responsible for Users' compliance with this Agreement, and use commercially reasonable efforts to prevent unauthorized access to or use of the Services. 2.2. Identify Users. Client shall (i) provide a listing of its designatedlenroiled Users; (ii) cause each of its Users to complete a profile; (iii) maintain user database by adding and removing Users as appropriate. 2.3. Future Functionality. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features. 3. Fees and Payments. 3.1. Fees. Client will pay for the Services in accordance with the fee schedule in Schedule A attached to this Agreement. Fees listed in Schedule A shall be increased by 2.5% per year both during the term of this Agreement, as well as for any renewal terms. 3.2. Payments. All fees due under this Agreement must be paid in United States dollars. Such charges will be made in advance, according to the frequency stated in Schedule A. TSL will invoice in advance, and such invoices are due net 30 days from the invoice date. All fees collected under this Agreement are fully earned when due and nonrefundable when paid. 3.3. Suspension of Service for Overdue Payments. Any fees unpaid for more than ten (10) days past the due date shall bear interest at 1.5% per month. With fifteen (15) days prior written notice, TSL shall have the right, in addition to all other rights and remedies to which TSL may be entified, to suspend Client's Users' access to the Services until all overdue payments are paid in full. 4. Intellectual Property Rights. 4.1. Client acknowledges that TSL alone (and its licensors, where applicable) shall own all rights, title and interest in and to TSL's software, website or technology, the course content, and the Services provided by TSL, as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client, and this Agreement does not convey to Client any rights of ownership to the same. The TSL name and logo are trademarks of TSL, and no right or license is granted to Client to use them. 4.2. Except as otherwise agreed in writing or to the extent necessary for Client to use the Services in accordance with this Agreement, Client shall not: (i) copy the course content in whole or in part; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole or in part; (iii) embed the course content into other products; IN) use any trademarks, service marks, domain names, logos, or other identifiers of TSL or any of its third party suppliers; or (v) reverse engineer, decompile, disassemble, or access the source code of any TSL software. 4.3. Client hereby authorizes TSL to share any intellectual property owned by Client ("User Generated Content") that its Users upload to the Community Resources section of TSL's website with TSL's 3'" party customers and users that are unrelated to Client ("Other TSL Customers; provided that TSL must provide notice to Client's users during the upload process that such User Generated Content will be shared with such Other TSL Customers. 5. Term. The term of this Agreement shall commence on the Effective Date, and will remain in full force and effect for the term indicated in Schedule A ("Term's. Upon expiration of the Initial Tenn, this agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term', unless notice is given by either party of its intent to terminate the Agreement, at least sixty (60) days prior to the scheduled termination date. 6. Mutual Warranties and Disclaimer. 6.1. Mutual Representations & Warranties Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder. 6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 7. Miscellaneous 7.1. Limitation on Liability. Except as it relates to claims related to Section 4 or Section 7.2 of this Agreement, (a) in no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise, for special, incidental, indirect or consequential damages (including lost profds) arising out of or in connection with this Agreement; and (b) the total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the total fees due to, or already paid to, TSL for the preceding twelve (12) months. 7.2. Indemnification. TSL shall indemnify and hold Client harmless from any and all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third party claim that the Services or any component thereof infringes or violates any intellectual property right of any person. 7.3. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, TSL may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 7.4. Force Majeure. TSL shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations. 7.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the parties. 7.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. 7.7. Entire Aoreement. This Agreement and its exhibits represent the entire understanding and agreement between TSL and Client, and supersedes all other negotiations, proposals, understandings and representations (written or oral) made by and between TSL and Client. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] Rev M IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below. TargetSolutions Learning, LLC By: Printed Name: Kevin W. Fleeqe Title Battalion Chief Date: 10/5/17 Client Name: Oak Brook Fire Department Address: 1200 Oak Brook Rd. Oak Brook, IL. 60523 By: Prir viobz2 or Sh"LS Title: Date: 10.05.17 Rev M W naa (Pawelly) `d alnpa4aS �/ SCHEDULE A CONFIDENTIAL TARGET[l170NS DATE of SUBMISSION TargetSolutions 8/30/2017 10805 RANCHO BERNARDO ROAD, SUITE 200 LICENSE TERMS: 12 months billed annually SAN DIEGO, CA 92127-5703 Proposal To: 877-944-6372 - TOLL FREE 858-592-6880 - DIRECT / 858487-8762 - FAX Oak Brook Fire Department Art: Fire Chief Barry Liss TS Sales Contact: David Farrar 1200 Oak Brook Road Email: david.farrar(a)tar¢etsolutions.com Oak Brook, IL 60523Phone: (630) 368-5200 Phone: 773-2947215 TargetSolutions Online Training Platform License Customized Website, Administration Tools, and Applications DESCRIPTION UNIT PRICE QUANTITY T07 AI" PER USER (# of Users) Career Tracking Package 12/31117-12/30/18 889 38 S3.382 Full TargetSolutions LMS & RMS platform capabilities/applications PLUS course library of HR & Employment Practices, OSHA included/ &Compliance, Driving Safety, Office Productvity, Business Skills, Fire, unlimited use EVO and NFPA course bundles Annual Maintenance Fee $ 395.00 1 $ 3900 One Time Set Up Fee (Discounted: see Notes) $ SO TOTAL DUE FOR 12 MONTHS OF SERVICE (INCLUDES 38 USERS & S3,777.00 ANNUAL MAINTENANCE FEE) Notes: One time set up fee of $1500 waived ff proposal is signed by 10/31/17. By signing the Client agreement, you are 1) agreeing to the pricing and terms presented in this proposali.2) agreeing you have read and accept the Client Agreement and License terms and; 3) agreeing you have read the TargetSolutions Plaform System Requirements and Platform Solution Description documents listed in detail at the following url: http://www.ta rgetsolutions.com/clients/client-resou rtes/ TargetSolutions, Inc. business proposal pricing is good for 30 days from Date of Submission listed above.