(the "Agreement") is between City of Seattle (the
“Licensee” and Sigma Communications, Inc., an Indiana
corporation (“Sigma”) having its home office at 6720 Parkdale
Place, Indianapolis, Indiana 46254-4668.
the Licensee wishes to implement an automated telephone calling
system to be used to enhance the public health and safety; and
Sigma is engaged in the business of selling, developing, distributing
and licensing computer hardware and software for automated telephone
calling systems having said public health and safety application,
in consideration of the mutual promises contained in this Agreement,
the Licensee and Sigma agree as follows:
A DUTIES OF SIGMA
1.0 Grant of REVERSE 911
hereby grants to the Licensee and the Licensee accepts a
non‑transferable and non‑exclusive license in the locale
of Licensee to use the software materials (the “REVERSE 911
Software”) on the Equipment to provide an automated telephone
calling system. Licensee may not use the REVERSE 911® Software in a
service bureau, outsourcing, or time share. Recognizing
that the City of Seattle has customers outside the City limits and
mutual aid agreements with other governmental agencies the City can:
Use the system for
City business including utility customer notification.
Make the system available for use by any public entity within the
geographic boundary of the City limits.
Make the system available for use to any public agency through a
mutual aid agreement with the City, provided that such public agency
is a current Sigma customer.
Under emergency situations, the City may use the system to render
assistance upon request by another city, only once for such city;
provided, that this Section 1.1 (d) shall be confidential and the
City may not disclose to such other cities its ability to render this
assistance except upon a request for assistance by such a city.
shall provide the Licensee one (1) compiled master copy of the
Software to Licensee pursuant to this Agreement.
Agreement is a license only, and the Licensee shall have the rights
of a Licensee only. The Licensee acknowledges Sigma’s ownership of
the REVERSE 911
Software, and agrees that all right, title and interest in and to the
Software, except as specifically and expressly set forth in this
Agreement, shall remain in and exclusively with Sigma.
term “REVERSE 911
Software” as used in this Agreement does not include Third Party
Software (as defined herein), Third Party Developer Tools (as defined
herein), or the source code to the REVERSE 911
Software, including the software statements produced by Sigma that
contain the MS Access
(Microsoft Corporation) source statements and logic used to write,
amend, modify, and customize the REVERSE 911
Software (the “Source Code”), and no license is provided in this
Agreement for the Source Code.
use of the REVERSE 911
Software is subject to the non‑exclusive license granted in
Party Software and Third Party Developer Tools
Agreement may include the license of software not developed or
licensed by Sigma (the “Third Party Software”). The Third Party
Software is licensed to the Licensee under an agreement provided by
the manufacturer(s). Licensee agrees to abide by all terms and
conditions of the Third Party Software Agreement(s), including but
not limited to the following:
components may not be separated from use of the base executable
licensed user shall not reverse engineer by any method, except and
only to the extent such activity is expressly permitted by
applicable law, copy for commercial use, transfer, or assign its
rights under the license grant; and
or its suppliers may enforce their intellectual property rights
through injunctive relief as well as all other remedies available at
law or equity.
Party Developer Tools" means tools provided by third parties
related to or used for the REVERSE 911® Software or Source Code.
Sigma does not provide Third Party Developer Tools, and, hence, no
license to Third Party Developer Tools is granted herein.
3.0 REVERSE 911
Software covered by this Agreement shall be used on the equipment
provided by Sigma (the “REVERSE 911
Configuration”) or identical equipment provided by City of Seattle.
Sigma is providing the REVERSE 911
Configuration as part of this Agreement and all software items will
become the property of the Licensee upon final payment to Sigma. The
Software and REVERSE 911
Configuration are collectively referred to herein as the “REVERSE
4.0 Calling Database. Licensee shall provide the calling database,
and Sigma has no obligations regarding the provision, support, or
maintenance of such database, except as set forth in the Work Order.
B DUTIES OF LICENSEE
Licensee may authorize end users, defined for purposes of this
Agreement as its employees, volunteers, and officials (“Authorized
End User”) to utilize the REVERSE 911
Software subject to the following:
Licensee shall cause each Authorized End User to read the following
statement and acknowledge that he or she will abide by the terms and
conditions of the statement: This REVERSE 911
Software and all related tapes, diskettes and manuals are copyrighted
property of Sigma, and use thereof is strictly limited by United
States Copyright law and the terms of a non‑exclusive license
Agreement (the “License Agreement”) between Sigma and the City of
Seattle. Unauthorized use or disclosure of such software and related
tapes, diskettes or manuals constitutes infringement of Sigma’s
copyright and a violation of Title 17 of the United States Code and
shall subject the infringing party to civil liability. Willful
infringement shall also subject the infringing party to criminal
liability (17 USC 5506). Your use of this program and all related
tapes and documentation is limited as follows: (a) you may not modify
and/or change REVERSE 911
Software into another program without the prior written consent of
Sigma, which consent may be denied for any or no reason; (b) you may
not transfer any copy of REVERSE 911
Software and/or the right to use the same without prior written
consent of Sigma, which consent may be denied for any or no reason;
(c) all copies of REVERSE 911
Software, and its supporting documentation and the codes, data and
information contained therein are proprietary to Sigma, constitute
trade secrets of Sigma, and are the proprietary property of Sigma,
and must be returned to Sigma upon termination of the license
Agreement; (d) you may not use, copy, modify, reverse engineer,
decompile, or transfer this program or any copy, modification, or
merged portion, in whole or in part, except as expressly provided in
the License Agreement; (e) if you transfer possession of any copy,
modification or merged portion of REVERSE 911
Software to another party, your right to use it shall automatically
be terminated. 1.1.2 The Licensee may make one (1) copy of the
Software to be used solely for backup and archival purposes. Any
other copying of the software is strictly prohibited and any backup
copies are subject to all the terms of this Agreement.
The Licensee acknowledges that the REVERSE 911
Software and its supporting documentation is proprietary information
of Sigma and that it constitutes trade secrets of Sigma, and the
Licensee may not use, copy, modify, or transfer the software or any
copy, or modification thereof, in whole or in part, except as may
otherwise be expressly provided for in this Agreement.
The non‑exclusive license granted herein will automatically
terminate upon the breach of any provision contained Section B 3.0.
2.0 Unauthorized Use
Licensee shall not permit any person who is not an authorized
end-user of the Licensee to access any of the REVERSE 911
Software or any other compiled software licensed hereunder. The
Licensee will not allow the REVERSE 911
Software to be used in any manner that is a violation of State or
Federal law, in particular but not limited to, laws restricting the
use of Automated Calling.
Licensee may not sublicense, assign or transfer this Agreement or the
non‑exclusive license granted or any portion thereof except as
expressly provided in Section C 16 below.
5.0 Unauthorized Acts
Licensee agrees to notify Sigma immediately should it become aware of
the unauthorized possession or use of the REVERSE 911
Software or any other item supplied under this Agreement or other
information made available to the Licensee under this Agreement, by
any person or entity not authorized by this Agreement to have such
possession or use. The Licensee agrees to promptly furnish full
details of such possession or use to Sigma, and will cooperate with
Sigma (at Sigma’s sole expense, provided the Licensee is not at
fault) in any litigation against third parties deemed necessary by
Sigma to protect Sigma’s proprietary rights.
To enable Sigma to take such steps as may be reasonable to protect
its proprietary rights, the Licensee shall permit representatives of
Sigma to inspect during reasonable hours any location where the
REVERSE 911 Software and/or its supporting documentation is being
used by the Licensee and authorized end users.
IN WITNESS WHEREOF, the parties
acknowledge that they have read, understand, and agree to the terms
and conditions of this Agreement.