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HomeMy WebLinkAboutSkidata, Inc. - 2016-04-14 Z i Y j k::r 5r kh SKIDATA V08.00.�` Secure Implementation Guide Covering PCI v3.0 and PA DSS v3.1) requirements �. '`;•',. 34, '. fl 1 i Ott. PCI DSS/PA DSS A KNOWI EDGWN T OR PLEASE RETURN THE COMPLETED ACKNOWLEDGMENT FORM TO SKIDATA, INC.,ATTN: THOMAS H. ROLLO, AS FOLLOWS: •Via Facsimile:(908)243-0660 •Via Email:tom.rollo@skidata.com ("Recipient")hereby acknowledges its receipt of SKIDATA PCI DSS/PA DSS Secure Implementation Guide, version 8(6.03)dated 12-16-2014 ("Implementation Guide"). Recipient acknowledges and agrees that certain of SKIDATA's products and services have been submitted to the PCI Security Standards Council, LLC ("PCI SSC") for PC] SSC's evaluation process. However,Recipient acknowledges and agrees that it is solely its,and not SKIDATA's, responsibility to ensure that any products that Recipient purcbases from SKIDATA are installed,maintained and operated in compliance with PCI SSC's standards and in compliance with the Implementation Guide. Recipient acknowledges and agrees that its PCI compliance is its own responsibility and not that of SKIDATA. Recipient further acknowledges having had the opportunity to fully review the Implementation Guide and having asked any questions desired and clarified the meaning of all terms, instructions and other information contained within the Implementation Guide. Recipient further makes the material representation upon which it intends others to reasonable rely that the person signing below on behalf of an entity has all requisite power and authority to bind the entity to the terms and conditions set forth herein. Name of Recipient: Witness, By: ,Cy By: Print Name: tfp` S f � a ( � Title: c �/ Print Name: ►'�+nc.v V`� Title: IZl f 1^ i Y 4 Z . y S K' [I"AL PURCHASFRACKNOWIM)GMEN1 FOR PLEASE RETURN THE COMPLETED ACKNOWLEDGMENT FORM TO SKIDATA, INC., ATTN. THOMAS H ROLLO,AS FOLLOWS • Via Facsimile (908)243-0660 • Via Email roto(Qa skidatacom 6 f �-��- (,ips ("Purchaser")hereby acknowledges its receipt of the following documents X_ SKIDATA AG's Software License,version dated 04-05-2012 _N/A Hosted Service Agreement,version dated ,20 _N/A Other(Please Specify) Those documents checked off are collectively referred to hereinafter as the"Acknowledged Documents" Purchaser further acknowledges having had the opportunity to fully review the Acknowledged Documents and having asked any questions desired and clanfied the meaning of all terms, instructions and other information contained within the Acknowledged Documents, and agrees to comply and consents to be bound to the tel of each WITHOUT LIMITATION, PURCHASER FURTHER COVENANTS AND AGREES THAT rr WELL FULLY AND STRICTLY COMPLY WIT II TIRE ACKNOWLEDGED DOCUMENTS AND WITH ALL REGULATIONS AND PROTOCOLS OUTLINED IN THE ACKNOWLEDGED DOCUMENTS,AS THEY MAY BE AMENDED BY SKIDATA FROM TIl1U TO TTME Purchaser further makes the material representation upon which it intends others to reasonable rely that the person signing below on behalf of an entity has all requisite power and authority to bind the entity to the tenors and conditions set forth herein Name of Purchaser- By Witness: /Q By Name c --�' � �- (� Title. PrintName Jv�v«Q rtlicau211-1 Sctee Sz: Title Co+��aGfoQe,��.il SKIDATA SOFTWARE LICENSE AGREEMENT The following terms govern your use of certam SKIDATA software that is being licensed to you by SKIDATA AG('SKMATAI,an Austrian corporation, with an address of Untwsbergstrasse 40 A-5083 Gn6cfi collectively referred b as the'Parties,'each a'party? These ter MS also 9 to any s Austria(SKDATA and you are hereafter services that you may obtain from SKIDATA By signing the document below,apply in any software updates,se lemetits and support terms,or by using the software that is identified in the purchase order 'So I acknowledgement that was sent with these use th Sec('Feet Sheet'),you accept these terms and the Agreemen as a whole j( accept and further descnbad in ft Sthese oftwact Sheet are In addition,the Parties acknowledge and agree that your obbgahons hereunder are in consideration of SIODATA's extension of the right to you to use the Software as set forth within this Agreement,and you acknowledge the receipt,adequacy and legal sufficiency of that consrderation by SKIDATA THE LJCENSE • You are granted a non exclusive,non-transferable(unless authored by SMDATA which will not be unreasonably withheld), condrtitxiaily revocable,limped license to use the Software in connection with SKIDATA activities as they have been described to SKIDATA CUeensel as fOlOws You Products and systems for your business is to be for solely back-up and/or archival y may u�one single copy and one back-up copy,which number of Software licenses correspondingpurposes,of the Software at a single location('twice' You must and software as identified in the to the number of Devices The Software m _Purchase a suffiae nt respective Software Fad Sheet you have accepted that describes the software functionality apaitible nd hardware requirement('Fact Sheet') • While you may own the disk or other physic�W media upon which the Software is recorded or fureei, SKIDATA retains ownership of the Software itself and all trademarks copyright patent trade therein Nothing herein shall provide you with an ,h tree or secret,and other intellectual property propn�> fft granted You promise not to do anything inconsistent with Sb 'S ownership p other than of the Software and Pursuant sh�rt�U se being SKIDATA,or assist any third-pain,in attempting to dam adw�rsely to SKIDATA,such ownership not dam holy to TRANSACTIONS THROUGH Aemco MI)DISTRIBUTOR • The Ucense may be provided to you through one of SKIDATA's authorized, third-party distributors CAuithorhwd Distributor') You you are not a third Authorized Distributor with respect to the Software You will make Party suitable arrangementsficiary Of any separate agreement between SKIDATA and the ordering and/or delivery of the Software directly unth the Aulhorazed Distributor ter the YOUR RESPONSIBILITIES • You Covenant and agree to comply strictly with all EU and U S export control laws and/or other countries that are applicable to the Software and obtain all licenses to won or import regulations in .re�exp�or Import the Sofhware • You hereby gran)to SKIDATA or any representative a authorizes,the right to examine your systems,computes,books, records and accounts during normal business hours Miere such audit discloses that the permitted number of Devices is you will PrOMPtly Pay SKIDATA the appropnate License Fee for the additional Devices exceeded • You shall not sublicense,transfer any of the rights to the $0 SKIDATA which will not he unreasonably withheld This license is condttitnaNy assignable as authorized by • You acknowledge that SKIDATA has invested and will continue to invest Promotion of its products and services,which has and will continue to significant time and money m the development and secret mfomlation and materials,tangible and intangible,which nssutt in the generation of proprietary,Confidential andlor trade utihze on a confidential basis All such information that you learn rela�5ng to�the ngSooftwww acre shall be ATA,or adeemed s to which DATA has the right to covenant and agree to perpetually hold all confidential information in strict confidence and in trust You shallase,information isclose to Page 1 of s Version Ucense 04-05-2012 any third parties,any confidential information other than as e�resslY Peed herein You will not yourself,nor well you allow any third party to (a)reverse engineer,decomprle, disassemble or otherwise reduce the Software to an modify,adapt,translate or create derivative works based upon the Software.the written materials a an human perceivable form,(b) Dart thereof,(c)combine the Software with any kind of open-source software,(d)use or penult tan the he Software toyrng be usedSoftware, f twin ao third Party product ,or(e)make or use any copies of the Software even rf the Software has been or any accompanying materials for any Purpose other than as provided in this A or Induced with other software, with the provisions herem,You shall(a)mdude all Copyright notices and/or greement If you Create a back-up copy m acoordance original copy,and(b)shall provide SKIDATA with Immediate written Pe same that are affixed to uu appearing In the notice of the same • Use of the Software may be sulifed to thud Party and regulatory requirements If Is solely your responsibility to determine what of these apply to You and ensuring that you are complying with�r�requirements Nevertheless ev��,such third party requirements include,without 6mrtatron,those set forth m the respective Distributor • Your obligations under this sedan shall survive temnrlation of this Agreement MAINTENANCE,UPDATES AND UPGRADES SKIDATA may vide with hotfixes,paictm,installation,ssetup,amend maintenance ssenne�es as they without limitation,any compatible hardware,service packs, laws.regulations and/or compliance requirements(oCUechvely,the'p dn,)beco a available,or as necessary t0 ply applicable SKIDATA shag provide you with those Updates that relate to recur ,) No ding the foregoing,and without limitation, by the ISD or the PCI Seam hh' opera0 al standards that are hirrian issued to SKIDATA Issues,in due h Standards Council,LLC once SKIDATA has reasonably been informed of the same and as SKIDATA course,Updates to account for those changed standards Updates of the Software may be subbed to changed system requirements and may require the Instalfati of preceding Updates, tivrd Party components andlor additional changed hardware While YOUR herein shall obligate you to install any Updates,You acknowledge and agree that your failure or refusal to do so will be a1 YOUR OWN RISK By not installing an Update,you may risk the security and operation of your Software and related systems,and may violate thud party licenses and/or legal regulations and laws by not Installing the Update You may also void any warranties that have been offered on the systems with which the Upd8te4etated Software is being uhIrzed SKIDATA gall not be habie for any loss relating to this,and you waive and release all of the SKIDATA Parties(as defined bet {rpm any and cull damages that you may mark relating thereto ' In addition,SKIDATA or your Authoversions of t Distibutor my,from time to time,offer and/or provide you with upgrades to the Software, including new releases or versions of the current or thencun�ent Software (COIIeCI1v* 'Upgrades'), as they become available SKIDATA or the Authorzed Distributor may charge additional feers for such Upgrades the not covered by this Agreement,the Purchase of such Upgrades must first be agreed upon in Base of such Upgrades Is or your Authorized Distributor and you Nothing heron shall obi separate agreements between SKIDATA herein shall obligate you to install such U obligate SKIDATA to Provide you with any Upgrades In addition,nothing herein Planning,older versions of the Software p n supported you�that,m accordance with the pported after a certain period of time respective release • If SKIDATA does Provide you with Updates or Upgrades without your agreement to purchase those U Agreement shatf be extended to them unless a newer vets=of this fees, this case the newer version well be delivered to you and stroll be bindingu Agreement is alppbcable b such Upgrade or Update in which IPon You as 9 relates to that Upgrade or Update DISCLAIMER OF ALL WARRANTIES • THE SOFTWARE IS PROVIDED'AS IS'SKIDATA SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND/OR CONDITIONS,EXPRESS OR IMPLIED,WITH RESPECT TO THE SOFTWARE AND ANY UPDATES AND/OR UPGRADES TO THE SOFTWARE INCLUDING BUT NOT UNITED TO ANY WARRANT AS TO THE DESIGN,FUNTIONAUTY OR UTILITYOF T E H SOFTWARE, UPDATES AND/OR ACCORDANCE WITH THEIR SPE UPGRADES, THAT THE SOFTWARE, UPDATES AND/OR UPGRADES WILL PERFORM IN CIFICATIONS AND THAT THE O SOFTWARE UPDATES AND/OR U UNINTERRUPTED OR ERROR-FREE SKIDATA ALSO DISCLAIMS ANY AND ALL WARRANTIES Ep� OHgN�BILPETE ITY�OR FITNESS FOR A PARTICULAR PURPOSE,EVEN IF SKIDATA HAS BEEN OF OF SUCH PURPOSE NO AGENT,AFFILIATE OR REPRESENTATIVE OF SKIDATA IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF SKIDATA AS SET FORTH HEREIN FURTHERMORE,YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY AND ALL WARRANTIES PROVIDED WITH RESPECT TO THE SOFTWARE, UPDATES AND/OR UPGRADES, IF ANY ARE PROVIDED BY THE DISTRIBUTOR, RESELLER AND/OR OTHER THIRD PARTY SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN THAT EVENT, SUCH Page 2 of 5 Version license 04-05-2012 II 1 WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM AMOUNT OF TIME AS PERMITTED BY LAW FROM THE DATE OF SHIPMENT OFTHE SOFTWARE FROM SKIDATA NO WARRANTIES APPLY AFTER THAT PERIOD LIMITATION of UA iuTY • To the fullest extent permitted by law,in the event that SKIDATA(a)breaches this Agreement,(b)breaches any linuted warranty,(c)otherwise fails to perform in accordance with bus Agreement,or(d}otherwise commits action to you,whether directly or indirectly related to thisity w1on9dang giving a cause of and your exclusive remedy,shall be limited to the amount equal to the Lase Fee you paid for the Softwareof the SKJDATA ruler this�Agreement Moreover, this exclusive remedy shall only apply to Software which SKIDATA has actually delivered to you that you installed pursuant to the directions for use of the Software No other remedies shall be available to you of any nature whatsoever,whether for Software delivered or undelivered You advoridedge that you have a d to mrb that are under your direct or indirect control ' gate any damages for which SKIDATA may be Gable • Except where specifically required by law,In no event shall the SKIDATA Parties be Gable for airy wired,special,punitroe, toe exemplary 1,incidental and/or consequential damages of any kind(Including,but not limited to,lost profits)whether based in contract, Y Of othemse which anses out of or is any way connected with an use of the Software or ftas A without limitation,any Identification of,or referral to,an Y Agreement including, Y products sold or licensed lhrnder,mdudtng,without kmutation,Software,as PCI SW Approved,o she gnoellatioh,re„ocation or suspension of any such approval TERM AND TERMiNAnoN • This Agreement is effective until terminated You may freely tenronate this Agreement,which shall be effective upon written notice to SKIDATA or your Authorized Distnbuto of the same TA m y Immedity terminate this Agreement without notice and with no obligation to reimbww you any monies that You paid for the order(either p hereunder,in the event of any of the following(•Cause'/ (a)pursuant to a govemmental or court speok to You or related gouty to the use of the Software),(b)SKIDATA has a reasonable belief that you have violated its intellectual property rights,Including hvitlnout hmltabon,a breacth en thus assignment of your rights In the Software or relating to your Abuse ct the me relating to an improper subboerise or Software to SKIDATA,and/or(d)rf SKIDATA detemunes that the Software or goanse IsIDATA AG withdraws its license of tie • In add►bon,SKIDATA You shall not be entitled to any reimbu y , 0t"'tthoul Cause oI thirty(3p)nays'advenoe notice to you you hereunder,unless you a Y°B��m ODM sus Agreement or the rights provided to Y ( )provide a writte►i demand to SKIDATA within fiheerh 15 days of SKIDATA's issuance of the notice that it Is terminating this Agreement without Cause,(b)such notice includes proof of payment for this Agreement,(c)that payment was property and timely made and received by SKIDATA,and(d)you purchased she Software within the 60 days' that ymen A's issuance of that notice,and you include proof of that pum hase date with your responsive notice if you purchased the Software prior to that date,do not provide timely notice to SKIDATA,and/or do not Provide SKIDATA with sufficient evidence a your compliance with these factors,as determined by SKIDATA m its sole discretion,You shah not be entitled to any riambursernerit Moreover,a you are entitled to rermtwrsem ent,then it shall be limited to the amount that you actually paid for the Software or any other • SKIDATA may terminate this Agreement,in the event that you are in breach of the terms and conditions of this Agreement below) Such ter shall be agreement tn sa ��with SKIDATA,Your Authorized Distributor or any of the other SKIDATA Parties as defined efl ectnre Immediately upon issuing written notice to you of the same Immediategy upon temnnairon, they exists, you shall(a)immediately discontinue use of the Software,(b)destroy or return to SKIDATA all copies of the Software m whaf min form retuned or including all back-u tbl copies,and(c)certify in writing to SKIDATA within ten(10)days thereafter that all copies have been terminate Y upon termination,all rights and ficenses granted to you hereunder shall Imrnedlatefy cease and DISPUTE RESoLunoN The following shall apply It the Software was delivered to you in the United States of America • The Parties may not Insbhrte a suit at law or equity regarding any dispute,whether directly or indirectly related or collateral to this Agreement.All such claims or disputes,whether between or among the Parties,shall be submitted to binding arbitration under the American Arbitration Association and its Commercial Arbitration Rules Wftnout lin ttabon,any dispute over the arhitrabittty of a matter shall be specifically reserved for the arbitrator to exclusively hear,and shall not be submitted to the court However,notwithstanding the foregoing, either prior to, during or after the arbltrallon process, an P to this Agreement may Institute a suit in Y �` Y spotty for a Page 3 of 5 Version License 04-05-2e12 f!i 4 temporary Inlunctlon(a)to preserve the status quo,(b)to enfoin a breach or threatened breach of this AgreemenT,(c)to obtain specific Perfwammance,(d)to compel the arbitration or further Its purposes and/or enforce a settlement or award Or such arbitration ands(e for any other equitable relief • The Agreement shall be governed by the laws of the State of California Venue for any disputes shall be in the County of Orange,State of California INDEWIFICA11CW • In the event of a claim against SIaDATA,its parent monies,subsidiaries,affiliates,other related pn��and Authorized Distributors and their respective,shareholders,members,detectors,officers, agents,attorneys and representatives(Coll th1�s,contractors,vendors,clients,manufacturers, Part,to your act or orrnssron, (Collectively. e'SKIDATA Partied by a third party relating,directly ov Indirectly,m whole or m You shall indemnify and told the SIQDATA Parties harmless as to any claim or other liability for any act or omission asserted against any of them Your obligations under this section shad survive the temronatim of this Agreement MISCELLANEOUS • The Parties hereby a*vMedge and agree that this Agreement is intended to be for the benefit of the SKIDATA Parties ('Third Party Benefrclary) In that regard,the Third Party Beneficiary shell have the same rights and remeidies as those provided to the signatories of this Agreement including,wdholut limitation,the right to bring a suet at law or equity with respect remedy, claim,liability,reimbursement and/or cause of action ansing or relating to this Agreement to any • You adarowledge that monetary relief would not be adequate Agreement You therefore agree that in addition to other remedies available at in fo uyo eq o bread, or threatened breach of this be entitled to obtain infundnre relief,without bond,to restrain such breach or threats under this Agreem nt SKI DATA shad • In the event an achon is brought by either party to construe,interpret and/or enforce the terms and/or pro visions of this agreement or to secure performance,each party shag bear its own attonmys fees such that the prevarl n be entitled to recover its attomeys fees from the non-preva7ing park, 9 Ply shag not • In the event of breach of this Agreement the breaching Party shall have Thirty(30)days to remedy said breach • You acknowledge that this Agreement embodies the entire understanding between you and SKIDATA,and supersedes all prior agreements or understandings,written or oral Neither this Agreement, nor its execution, has been induced by any reliance, representation,sbPulabm.warranty or understanding of any land other than those expressed herein No course of dealing or failure by ether party to enforce any term hereof shall operate as a waiver In the event any provlsron of this Agreement is deemed invalid the balance of It shall remain to full force and effect You covenant and agree to execute and deliver to SKIDATA any additional written assurances and perform all further ads as may be requested by SKIDATA for the purpose of effectuating the intern of this Agreement This Agreement is binding on,and will inure to the benefit of,the named signatories and their successors in interest and assigns SKIDATA may freely assign its rights and obligations and/ � t delegate some or all of its obligations hereunder without advance notice to you You may riot assign Or delegate any Of your under this Agreement except as otherwise provided herein Any assignment in violation hereof shall be h and voi T is or Teem t is not intended to be for the benefit of,and shall not be enforceable by any unaffiliated thud Agreement s Party,except as may be specifically provided � Page 4 of 5 Version License 04-05.2012 i i I herein The recitals set forth above and the documents referred hereto are incorporated by reference You acknowledge that you have read this Agreement carefully,that you understand all of its terms,that you have had the opportunity to review and discuss this Agreement with private independent legal counsel of your choosing,have not in any manner relied upon SKIDATA's legal counsel for legal advice, and are fully satisfied that have read the Agreement thoroughly, and acknowledge that it is in your best interest to enter into it You also acknowledge having asked any questions desired and clarified the meaning of all terms,if any, the meaning of which you are not sure CONSULTANT, CITY OF HUNTINGTON BEACH, SENTRY CONTROL TEMS LLC *municial In beh Con of the State of California print name-----, ITS (circle one)Chairma /Presiders ice President ND +ek By print n INITI D AND APPRDVED ITS (circle one)Secreta /Chief Financial Officer sst Secretary-Treasurer W" of Commun,tyScQv,,, REVI APPROVED C1 a a er APPROVED AS City omey V� nape soz: Vervnn Liceme 04-or2012 From: Huahes,Dottie To: Gonzales.Carrie Cc: Ohl,Dan Subject: RE:Sentry Date: Wednesday,January 20,2016 3:13:23 PM The total is$179,000. This has gone through the bid process. We've been working on this for a while. Dottie Hughes Beach Parking and Camping Supervisor (714)536-5647 From: Gonzales, Carrie Sent: Wednesday, January 20, 2016 2:28 PM To: Hughes, Dottie Subject: FW: Sentry Importance: High See Dan's email below. From: Ohl, Dan Sent: Wednesday,January 20, 2016 2:05 PM To: Gonzales, Carrie Subject: Sentry I have been assigned this RLS. What is the value of the agreement? It is not mentioned in any of the documents I have.