HomeMy WebLinkAbout18- API License Agreement - Neptune Technology Group Inc. - Development of Water Conservation Software Package API LICENSE AGREEMENT
This API License Agreement (the"Agreement") is made effective as of J 2018, by
and between Neptune Technology Group Inc. ("Neptune")and the City of Bozema ("City").
Whereas, Neptune has developed various proprietary computer software systems that are licensed to
Neptune's customers(the"Neptune Systems")that are properly authorized by Neptune to use the Neptune
Systems; and
Whereas, City desires to have interface(s) ("Interface(s)") between systems it has purchased or licensed
from third parties and the Neptune Systems; and
Whereas, Neptune has developed Application Programming Interfaces ("APIs") relating to the Neptune
Systems;
Now, therefore, Neptune and City hereby make the following agreements with respect to licenses of the
Licensed APIs according to the terms of this Agreement as follows:
1. License
1.1 For the sole purpose of creating Interface(s)between Neptune Systems and software or applications
licensed by City from third parties,Neptune hereby grants to City a non-exclusive,non-transferable
license to use the specific published Neptune APIs that are identified in Exhibit A to this
Agreement, as it may be amended by mutual written agreement from time to time(the"Licensed
APIs"). City agrees that this license is further limited to use by City for its internal use only and
may not be used for any other purpose. Neptune expressly reserves all rights that are not granted
by this license.
1.2 Neptune will provide to City Documentation related to the Licensed APIs,and Neptune grants City a
non-exclusive,non-transferable license to use one copy of the Documentation solely in furtherance of
the license granted in Section 1.1 of this Agreement. For purposes of this Agreement,
"Documentation" means any user manuals, reference manuals, release, application and
methodology notes,written utility programs and other materials in any form provided by Neptune
for use with a Licensed API.
2. Fees.
City will pay to Neptune, or Distributor, the fees (to include license fee and annual maintenance
and support fee) set forth in Exhibit B to this Agreement, which is incorporated by this reference.
All fees are due and payable within thirty(30)days after receipt of invoice by City.
3. Limitations on Rights of Use
3.1 City shall not use the Licensed API for any other purpose except as expressly authorized in this
Agreement.Neptune reserves the right to make the Licensed APIs available to City only pursuant
to use of a license key provided by Neptune(a"License Key"). City will not disclose the License
Key to any third party, other than the third party listed in Exhibit A to this agreement, or permit any
third party, other than the third party listed in Exhibit A to this agreement,to use the License Key or
access the Licensed API via the License Key issued to City.
3.2 Software Code. Neptune will provide City the Licensed APIs in object code only. Neptune reserves
the right to encrypt the Licensed API as it deems appropriate. City has no rights in the object code or
source code of a Licensed API. City may not disassemble, decompile,reverse translate or apply any
other procedure to a non-source code delivered Licensed API.
4. Rights to Licensed API(s)and Documentation
4.1 Neptune Ownership. Any rights in Licensed API(s)and the Documentation not expressly granted
to City in this Agreement shall remain with Neptune and/or its Licensors.
4.2 Intellectual Property Rights Notices. City undertakes not to remove the copyright notice,
trademarks and all other proprietary rights notices contained in and/or on the original of a Licensed
API and/or the Documentation. In addition,City will reproduce all copyright notices,trademarks and
all other proprietary rights notices contained in and/or on the original of a Licensed API and/or the
Documentation, in and/or on all copies of a Licensed API and/or the Documentation which City
produces.
5. Implementation Support,Upgrades/Enhancements
5.1 Neptune will provide implementation support for the implementation of the Licensed API as
determined reasonably necessary by Neptune.
5.2 City acknowledges and agrees that Neptune may make changes to the Licensed APIs from time to
time. Neptune will make commercially reasonable efforts to maintain backward compatibility of the
Licensed APIs to attempt to provide backward compatibility, but makes no guarantees of backward
compatibility and assumes no obligation to ensure backward compatibility. City acknowledges and
agrees that Licensed APIs may not remain compatible with third party software or programs after
changes to the Licensed APIs, changes to third party software or programs, or changes to Neptune
Systems.
6. Confidentiality
City will treat the Licensed API, the Documentation, and any other information disclosed to it by
Neptune that Neptune identifies as confidential ("Confidential Information") as strictly confidential
and shall protect such from unauthorized publication, dissemination or use with at least the same
degree of care that it uses to protect its own confidential information,but with no less than reasonable
care. City will not use Confidential Information for purposes other than those necessary to achieve the
purposes of this Agreement. With the exception of its employees and subcontractors with a need to
know, City will not provide any third party access to the Confidential Information without Neptune's
prior written consent,except as required by law. City and Neptune acknowledge that they contemplate
that Neptune and City's third party software provider will enter into an agreement that contains similar
restrictions on the disclosure and use of Confidential Information, and execution and delivery of that
agreement by Neptune and City's third party provider constitutes Neptune's written consent with
respect to disclosure of Confidential Information by Utilty to City's third party provider. Employees
and subcontractors must be bound by confidentiality obligations as provided for in this section.
7. Term
7.1 This Agreement shall come into effect on the Effective Date and provided that the annual maintenance
fee is paid by City,will extend for an initial term of one(1)year from the Effective Date(the"Initial
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Term"),and will automatically renew for additional successive one(1)year periods(each a"Renewal
Term"). Either party may terminate this Agreement without cause by giving thirty(30) days written
notice at any time during the Initial Term or any Renewal Term. Neptune may terminate this
Agreement upon ten (10) days prior written notice for the failure of Utilty to pay any amount due
pursuant to this Agreement.
7.2 Upon termination of this Agreement, City shall immediately cease utilizing Licensed API(s) and
Documentation and shall return to Neptune the Documentation in its possession,all copies thereof and
all Neptune Confidential Information which are in City's possession, and to confirm the return to
Neptune in writing.
8. Warranties and Limitation of Liability
8.1 THE LICENSED API AND ALL OTHER MATERIALS PROVIDED BY NEPTUNE ARE
PROVIDED "AS IS," WITHOUT ANY WARRANTIES EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. NEPTUNE MAKES NO WARRANTY THAT
(i) THE LICENSED API WILL MEET YOUR REQUIREMENTS, (ii) THE LICENSED API
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR THAT (iii)
ANY ERRORS IN THE API WILL BE CORRECTED.
8.2 NEPTUNE MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED,
REGARDING THE QUALITY OF ANY DATA PROVIDED VIA THE LICENSED API. CITY
ACKNOWLEDGES AND AGREES THAT NEPTUNE HAS NO OBLIGATION TO PROCESS,
REPROCESS, ALTER, OR OTHERWISE MANIPULATE ANY DATA PROVIDED VIA THE
LICENSED API OR TO PERFORM ANY DATA PROCESSING OR DATA CLEANSING. ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE API IS DONE
AT CITY'S OWN DISCRETION AND RISK AND CITY IS SOLELY RESPONSIBLE FOR
ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK THAT MAY RESULT
FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
8.3 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE,CONSEQUENTIAL OR INCIDENTAL DAMAGES OF THE OTHER,INCLUDING,
BUT NOT LIMITED TO, LOST BUSINESS PROFITS, LOSS OF USE OR GOODWILL, OR
LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT,
REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY,
CONTRACT OR ANY OTHER LEGAL'DORY,EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES TO THE EXTENT CAUSED BY NEGLIGENCE OR WILLFUL
MISCONDUCT OF CITY,ITS AGENTS OR EMPLOYEES.
9. Indemnification
City shall defend,indemnify,and hold harmless Neptune from,and pay any amount due on,any claim,
action,or other proceeding brought against Neptune arising from or relating to the use of the Licensed
API by City.
10. Export Controls
City undertakes,notwithstanding any existing contractual limitations,to export neither a Licensed API
nor technical data which it has received from Neptune nor any API directly resulting therefrom,unless
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this is permitted under the pertinent laws and provisions of the United States and the European Union
and all necessary approvals have been duly obtained.
11. Miscellaneous
11.1 This Agreement will be governed by and construed in accordance with the laws of the United States
and the State of Montana. The parties agree that the United Nations Convention on Contracts for the
International Sale of Goods is specifically excluded from application to this Agreement. The parties
hereby submit to the exclusive jurisdiction of, and waive any objections to the venue of the state and
federal courts in and for Gallatin County, Montana in any litigation arising from or relating to this
Agreement or otherwise arising from or relating to the Licensed APIs.
11.2 Assignment. Neptune is entitled, with City's prior written consent, which may not unreasonably be
withheld,to make use of subcontractors for the carrying out of any installation,configuration,training,
warranty or service. Neither party may assign any rights under this Agreement without the other
party's prior written consent, except for the collection of overdue payments and moneys owed.
11.3 Notices. Any notices of the parties concerning this Agreement are to be effected in writing or by Fax
and are to be sent to the addresses below or to such new address which a party may,in the future,notify
to the other in writing.
Neptune Technology Group City of Bozeman
Markeeting Department Jessica Ahlstrom
1600 Alabama Highway 229 PO Box 1230
Tallassee,AL 36078 Bozeman,MT 59771
Office: 800.645.1892 Office: 406 582-2265
11.4 No waiver. Failure by either Party to enforce a right will not be deemed a waiver of future enforcement
of that right or other rights under this Agreement.
11.5 Entire Agreement. This Agreement, including Exhibit A, constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior agreements between the
parties regarding such subject matter. The provisions of this Agreement can only be modified in
writing. This also applies to any possible waiver of this written form requirement.
11.6 Severability. If a provision of this Agreement proves to be wholly or partially invalid or
unenforceable,this shall not affect the validity of the remaining provisions of this Agreement.
11.7 Force majeure. Both parties to this Agreement will be exempted from the performance of their
contractual obligations to the extent that this is rendered impossible by force majeure,in particular by
strike or lockout, fire, flood, governmental action, delay or failure by suppliers, earthquake or other
circumstances which are not within the responsibility of the party which is to perform.
11.8 Independent Contractor. Each party acknowledges and agree that they will at all times represent
themselves as an independent contractor of the other. Cityand Neptune agree that neither is the legal
representative nor agent of the other and City and Neptune agree that neither has the right or authority
to make any warranties or promises or incur any obligations on behalf of the other.
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11.9 Nondiscrimination. Neptune agrees that all hiring by Neptune of persons performing this Agreement
shall be on the basis of merit and qualifications. Neptune will have a policy to provide equal
employment opportunity in accordance with all applicable state and federal anti-discrimination laws,
regulations, and contracts. Neptune will not refuse employment to a person, bar a person from
employment,or discriminate against a person in compensation or in a term,condition,or privilege of
employment because of race, color, religion, creed, political ideas, sex, age, marital status, national
origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except
when the reasonable demands of the position require an age, physical or mental disability, marital
status or sex distinction. Neptune shall require these nondiscrimination terms of its subcontractors
providing services under this Agreement.
CITY OF BOZEMAN,MONTANA
BY r
e
Rc�cv*� , ittjt-i r� �' I Iv�v+Clor�r
APPROV D AS TO FORM:
By
Gre 'van,Bozeman City Attorney
NEPTUNE TECHNOLO ,INC.
B
ohn Parks, arketing Director
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EXHIBIT A
Licensed APIs
Required Web Services(APIs)to be determined based upon the specific needs of City of Bozeman and
capabilities of 3rd Party Vendor,Dropcountr Inc.
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EXHIBIT B
Price List
API License Fee and Annual Maintenance&Support.
13548-002 API License Fee $0.00($3,250 Waived)
13548-102 API Annual Maintenance& Support
Year 1 -$0.00 ($650.00 Waived)
Year 2-$650.00
Year 3 -$650.00
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