HomeMy WebLinkAboutInsite E-Tools (Pay Plus Solutions)-2011-24 _Al INSIGHT E-TOOLS° Subscription Agreement
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Pay Plus Solutions
1110 N Center Parkway,Kennewick,WA 99336
Phone 509.735.4305 Fax 509.735.766$
BRIG.Address(If Different):
TO City of(rand Terrace
32795 Berton Rd
Grand Terrace,CA 92313
PRCCUCT. rFsCR/11m* SALI Pfl WY FIT PRICE: PAYMIDITTERMS
My ICaraERS Reporting Brae subscription la autauated retirement 597.00 1 S97.00 Monday
Ban Pete reporting(includes flat 3 Addin/Mamaara uani.
ma:WEltS Reporting Per each additional 100 Ws S30.00 0 N/A
Per 100
Setup Fes AN Data Mapping-myiCeVERS reporting 5500.00 1 $500.00 One-Time
Implementation and training
Payment Prefereme: 0 ACN 0 Invoke
NOTE: Monthly subscription rates will be based on module, actual active employee count and authorized user
login.
Service Begins: September 2011 Prepared by: David Safford Date: August 31,2011
This Subscription Agreement is governed by and subject to the conditions noted on the following page. I have
read and agree to the Conditions and Terms and the Software License Agreement.
Client Authorization: //
' 1.4, �// �,//y// _ _ September 14, 2011
//1/ I/Y//� Date
Betsy M. Adams City Manager, City of Grand Terrace
PrkMedliame Title
SUBSCRIPTION COMMONS AND TERMS
A. ASP Service-ADP Platform
L Service:Accessible at Pay Plus Solutions(PPS)web site located at http://www.insightetools.com
2. Supported Payroll System:NOS version—ADP PC/Payroll,Pay eXpert and Workforce Now
3. Module:Ca1PERS
4. Authorized Users: 3
5. Supported Browser(s): Microsoft Internet Explorer,version 6.0 and higher.
B. Setup,Implementation and Training Program and Fees
L The one-time Setup Fee shall be 5500.00. This fee provides up to three setup and implementation
training lessons in one(1)hour increments to Licensee's Technical Contact.Ongoing End-user group
online training will be provided as needed for all authorized login users. These lessons shall be
conducted by means of web-based seminars. Additional training and consultation will be available
for a charge,according to the rates outlined in Section D of this Subscription Agreement.
C. Subscription License Term and Fees
L Subscription Ucense Term and Fees. Monthly Subscription Ucense Fees will be billed in advance on
the 1"of the month and shall commence when service begins. Services beginning prior to the 25'"
of the month will be billed for the entire month. Services beginning on the 25'"of the month or
later will be billed the following month. Yearly subscriptions will be due upon product delivery. The
subscription will continue until terminated as provided herein. Ucensee may terminate this
Subscription Agreement and all licenses granted herein at any time for convenience by providing
prior written notice to PPS equal to at least one payment period(one month). Any change in the
Subscription Ucense Fees shall be communicated by PPS to the Licensee's Technical Contact by
email or written notice.
2. Taxes. Fees do not include sales taxes or duties.
3. Late Charges. If Licensee does not make timely payment to PPS of any amount payable hereunder,
in addition to the remedies available to PPS at law or equity,PPS may collect interest on the sum
then owing at the rate of 1.5%per month from the due date until payment by Licensee;provided,
however,that in no event shall the aggregate interest charges exceed the maximum rate of interest
which could be charged under applicable law.
D. Consulting and Training Services
Upon request,PPS shall provide to Ucensee consulting and/or training for the Service on a time and
materials("T&M")basis as outlined herein:
a. PPS will provide an estimate to Licensee for T&M services. Any monetary limit stated in an
estimate for T&M services shall be an estimate only for Ucensee's budgeting and PPS's resource
scheduling purposes. If the limit is exceeded,PPS will cooperate with Licensee to provide
continuing services on a T&M basis.
b. Ucensee shall pay PPS for all the time spent performing such services,plus materials,taxes,and
reimbursable expenses.
c The charge for such services shall be PPS's then-current standard rates for T&M consulting and
training.The current standard rate as of the Effective Date of this Subscription Agreement is
5125.
d. T&M Service charges due will be collected with monthly Subscription License Fee as outlined in
Section C.
SOFTWARE LICENSE AGREEMENT
This Software license Agreement("Agreement")is made by and between Pay Plus
Solutions("PPS")and Insight e-Tools End User("Licensee").
PPS has developed and licenses to users its software program marketed under the name Insight e-
Tools Client(the"Software").
Licensee desires to utilize a copy of the Software.
NOW,THEREFORE,in consideration of the mutual promises set forth herein,PPS and licensee agree
as follows:
1. Ucense.
PPS hereby grants to licensee a perpetual,non-exclusive,limited license to use the Software in
the United States and Canada as set forth in this Agreement.
2. Restrictions.
Ucensee shall not modify,copy,duplicate,reproduce,license or sublicense the Software,or
transfer or convey the Software or any right In the Software to anyone else without the prior
written consent of PPS;provided that licensee may make one copy of the Software for backup or
archival purposes.Software will only be used as described within subscription agreement for
Insight e-Tools.
3. Fee.
In consideration for the grant of the license and the use of the Software,licensee agrees to pay
PPS the service fee defined in the Insight e-Tools Subscription Agreement.
4. Warranty of Title.
PPS hereby represents and warrants to Ucensee that PPS is the owner of the Software or
otherwise has the right to grant to licensee the rights set forth in this Agreement.
S. Warranty of Functionality.
For as long as licensee subscribes to the Insight e-Toois Web Service this Software is under
Warranty(the"Warranty Period"),PPS warrants that the Software shall perform in all material
respects according to the PPS's specifications once ming the Software when used with the
appropriate computer equipment.In the event of any breach or alleged breach of this warranty,
licensee shall promptly notify PPS and return the Software to PPS at Licensee's expense.
Licensee's sole remedy shall be that PPS shall correct the Software so that it operates according to
the warranty.This warranty shall not apply to the Software if modified by anyone or if used
improperly or on an operating environment not approved by licensor.
6. Software Maintenance.
Standard Maintenance.During the Warranty Period,PPS shall provide to Ucensee any new,
corrected or enhanced version of the Software as created by PPS.Such enhancement shall include
all modifications to the Software which increase the speed,efficiency or ease of use of the
Software,or add additional capabilities or functionality to the Software,but shall not include any
substantially new or rewritten version of the Software.
7. Payment.
Payment of the license fee for Software shall be Included in the service fee for the Insight a-Tools
Web Service.
8. Taxes.
In addition to all other amounts due hereunder,Licensee shall also pay to PPS,or reimburse PPS
as appropriate,all amounts due for property tax on the Software and for sales,use,excise taxes or
other taxes which are measured directly by payments made by Licensee to PPS.In no event shall
Licensee be obligated to pay any tax paid on the income of PPS or paid for PPS's privilege of doing
business.
9. Confidentiality of Software.
Licensee acknowledges PPS's claim that the software installed on PPS's Application Server
embodies logic,design,and coding methodology which constitute valuable confidential
information that is proprietary to PPS and its licensors. Licensee shall safeguard the right to
access the Service using the same standard of care which Licensee uses for its similar confidential
materials,but in no event less than reasonable care.
T0. Confidentiality of Licensee Data.
All licensee Data and/or information disclosed to PPS in connection with the performance of this
Agreement("Ucensee Confidential Information")shall be held as confidential by PPS and shall not,
without the prior written consent of Licensee,be disclosed or be used for any purposes other than
the performance of this Agreement. PPS shall safeguard the confidentiality of such Ucensee
Confidential Information using the same standard of care which PPS uses for its similar
confidential materials,but in no event less than reasonable care. Notwithstanding the foregoing,
the term"Licensee Confidential Information"shall not be deemed to include information which:
(I)is now,or hereafter becomes,through no act or failure to act on the part of PPS,generally
known or available;(II)is known by PPS at the time of receiving such information as evidenced by
its written records;(lid)Is hereafter furnished to PPS by a third party,as a matter of right and
without restriction on disclosure;(iv)is independently developed by PPS as evidenced by Its
written and dated records and without any breach of this Agreement;or(v)is the subject of a
written permission to disclose provided by Licensee. Further notwithstanding the foregoing,
disclosure of Licensee Confidential Information shall not be precluded If such disclosure:(I)is in
response to a valid order of a court or other governmental body of the United States;(II)is
otherwise required by law;or(III)is otherwise necessary to establish rights or enforce obligations
under this Agreement,but only to the extent that any such disclosure is necessary.
11.Warranty Disclaimer.
PPS'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL
OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,THE IMPLIED
WARRANTIES OF MERCHANTABIUTY AND FITNESS FOR A PARTICULAR PURPOSE.
12.Limitation of Liability.
PPS shall not be responsible for,and shall not pay,any amount of incidental,consequential or
other indirect damages,whether based on lost revenue or otherwise,regardless of whether PPS
was advised of the possibility of such losses in advance.In no event shall PPS's liability hereunder
exceed the amount of license fees paid by licensee,regardless of whether Licensee's claim is
based on contract,tort,strict liability,product liability or otherwise.
13.Notice.
My notice required by this Agreement or given in connection with it,shall be in writing and shall
be given to the appropriate party by personal delivery or by certified mail,postage prepaid,or
recognized overnight delivery services.
If to PPS:
Pay Plus Solutions,Inc.
1110 N Center Parkway Suite B
Kennewick,WA 99336
14.Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of
Washington.
15.No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without
the prior express written approval of PPS.
16.Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject
matter hereof.This Agreement may be modified only by a further writing that is duly executed by
both parties.
17.Severabllity.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable,then this Agreement,including all of the remaining terms,will remain in full force
and effect as if such invalid or unenforceable term had never been included.
18.Headings.
Headings used In this Agreement are provided for convenience only and shall not be used to
construe meaning or Intent