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HomeMy WebLinkAboutINFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2J -2008Order Form As it relates to the Component Systems specified herein, this Order Form is subjectto the team of the Software Customer Agreement between Infor (US) Inc. ( "Infer ") and City of Santa Ann ( "Licensee") with an effective date of March 3 2008 (the "License AVVement "). As it relates to Support for the Component Systems, this Order Form is subject to the applicable terms of the License Agreement (to the extent it concerns Support) or, if Support is the subject of a separate Support agreement related to Inc License Agreement, the terns of Stich Support Agreement (the "Support Agreement"). The License Agreement and related Support Agreement (If any) are referred to herein as the " Agreement". All tenors of the Agreement are incorporated herein by reference. Capitalized terms not detined'tn this Order Form are dofined in the Agreement. In the event of a conflict, the terns of this Order Foram control over the terns of the Agreement. In the event the capitalized terms in this Orden Fortin differ from the terminology used in the Agreement, references herein to: "Component Systems" means the software products that are being licensed (and may be referred to in the Agreement is Products, Software Products, Software, Programs or Licensed Programs); "Support' means Infor's current standard maintenance and support services (and may be ruforred to in the Agreement as Maintenance and Support, Annual Support, Support Services, On-Going Support or One Point Support); "Order Form" roans it mutually agreed upon ordering document (and may be referred to in the Agreement as Schedule, Supplement or Supplemental Schedule); "User Restriction" means tine license restriction applicable to the Component System in addition to any license restrictions in the Agreement; "A Ilual Escalation Percentage Cap" means the maximum percentage increase in the annual Support Fee on an annual basis, ha addition, based on the applicable Agreement, listed Component Systems herein owned by a third party may also be referred to in the Agreement as "Additional Software" or "Third Party Software ". Component Systems- Production 1(a). Component Systems upgrading from: PROD: SITE - 1 (6236938) 'T'he Component Systems in table I(a) are herein referred to as the "Current. Component Systems ". 1(b). Component Systems upgrading for PROM L.I- Santa Ann (6236938) Part # Part # (ifapplicable} User Restriction* Su t port Component System I� Quantity 'fyltc novel ** I EFP -FFI ProcessFlow Integrator 4 CPUCORE XTP 'T'he Component Systems in table I(a) are herein referred to as the "Current. Component Systems ". 1(b). Component Systems upgrading for PROM L.I- Santa Ann (6236938) Part # User Restriction* Support Component System Support. rt ~i I cable (- pp'' ) - Quantity Type level *"� _ (( BPP PALL_ Infor Pro ress Integration 12 CPUCORE X'fP The Component Systems in table I(b) are herein referred to as the" New Component Systems ". Ile). Additional licenses: PROD: LI- Santa Ana (6236938) *1f spite! riot] in the User Restriction field: " CPUCORE" = CPU Cores - Quantity rcprcsarts the maximum number of Central Processing Unit Cores ( "CPU Cores ") visible to the operating system or utilized by the Component System it peak times, All CPU Coros utilized must be licensed, "NU" = Named Users - Allows access to the Component System up to the stated maximum number of individual named users, irrespective us to whether any such user is actively logged on to the Component Systems at a given point in time; The Licensee agrees to assign to each Named User it unique identification profile, it being agreed tbat to the extent Licensee uses generic user profiles as a means to access the Component System, each separate log -on accessing the Component System will be counted as a separate user. Order Form (CPQ- Engiish -US May 2615) OP -02110385 SOB003805_1 KMINi v1 121112015 Page 1 of 7 Part at Component Systems User Restriction* Support. (!f applicable) Level "* Quantity Type I LMRK -NR Landmark Technology Runtimc 12 CPUCORE XTP _ 2 J _BPP- BPP- MOBILA _ Infor Landmark Administrator _ I NU XTP 3 BPP- NOTIFY Info-Notifications i NU XTP Total License Pee; Good and valuable consideration the receipt and sufficiency of which is hereby _ acknowledged by Infor 1; *1f spite! riot] in the User Restriction field: " CPUCORE" = CPU Cores - Quantity rcprcsarts the maximum number of Central Processing Unit Cores ( "CPU Cores ") visible to the operating system or utilized by the Component System it peak times, All CPU Coros utilized must be licensed, "NU" = Named Users - Allows access to the Component System up to the stated maximum number of individual named users, irrespective us to whether any such user is actively logged on to the Component Systems at a given point in time; The Licensee agrees to assign to each Named User it unique identification profile, it being agreed tbat to the extent Licensee uses generic user profiles as a means to access the Component System, each separate log -on accessing the Component System will be counted as a separate user. Order Form (CPQ- Engiish -US May 2615) OP -02110385 SOB003805_1 KMINi v1 121112015 Page 1 of 7 **Support Level: Infer Xtreme ( "XT") Support unless otherwise indicated. Descriptions of the Support levels can be found at http : / /www.infor,coni/ content( brochures/ inforxti'etnesctpportplmifeatures.pdf /. If Applicable, "XTP" = Infer Xtreire Premium (240) end "XTE "= Infer Xtreme Elite (240) Plus. II. Su � Support previously paid by Licensee on the Current Component Systems is hereby transferred to the New Component Systems. The parties acknowledge that Licensee has paid for Support for such Component Systems through the period ending May 31, 2016, Invoice Address: City of Santa Ana 20 Civic Center Plaza WS M17 Santa Ana, CA 92701 USA City of Santa Ana 20 Civic Center Plaza M/S M17 Santa Ana, CA 92701 USA Additional Annual Support Fees for the Component Systems listed in Table I (c) ; Good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Infor. Contact Name: Francisco Gutierrez Contact Title: Contact Title: Initial Term of Support for Table I (c): Order Form Date through May , 2016 Contact Phone: 714- 647 -5420 Contact on-all; fgutierez @santa- ana.org Contact email: fgutierrez@santa- ana.org Fee for Initial Term of Support: Good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Infor Total Amount Due (before applicable taxes): Good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Infor Payment Terms: N/A Equipment (on which Component Systems will be installed): Computer Platform: Model: Operating System: DBMS: Serial Number: Software Serial # Location where equipment is located: Same as Delivery Address Unless otherwise specified all amounts are in USD Currency: United States Dollar Licensee Account ID: 2149 -L Infor GL M: USOAB Account Executive Name: Wells Beachani Delivery Address: Invoice Address: City of Santa Ana 20 Civic Center Plaza WS M17 Santa Ana, CA 92701 USA City of Santa Ana 20 Civic Center Plaza M/S M17 Santa Ana, CA 92701 USA Contact Name: Francisco Gntiemez Contact Name: Francisco Gutierrez Contact Title: Contact Title: Contact Phone: 714- 647 -5420 Contact Phone: 714- 647 -5420 Contact on-all; fgutierez @santa- ana.org Contact email: fgutierrez@santa- ana.org Order Fwat (CPQ- En011sh -US May 2015) OP- 02110385 SQ13003605_I KMM v1 12/1/2015 Page 2 of 7 III. Additional Terms Delivery is FOB Shipping Point. Licensee's purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services Licensee may choose to purchase from Infor contemporaneously with this Order Form or in the future, Licensee desires to trade the Current Component Systems for the Now Component Systems. Licensee is hereby granted a license to use the New Component Systems subject to the terns herein and in the Agreements. Licensee's license to use the Current Component Systems shall terminate on the earlier of (i) Licensee's use of the New Component Systems in a production environment or (ii) the one - year anniversary of the Order Form Date. Upon the termination of Licensee's license to use the Current Component Systems, Licensee shall cease all production an([ non - production use of the Current Component Systems and no longer be eligible to receive Support in connection therewith; Support for the New Component Systems will continue in accordance with the terms heroin and in the Agreements. Licensee may not use the Current Component Systems and New Component Systems in a production environment at the same time. Mobile Software Supplement: The Mobile Software Supplement attached hereto and incorporated herein (the "Mobile Supplement "), sets forth additional terms and conditions applicable to Licensee's access to and use of the Mobile Software described in this Order Form. The terns of the Agreement are hereby amended by the Mobile Supplement as it relates to the Mobile Software. In the event of a conflict between the terns and conditions of the Agreement and the provisions of the Mobile Supplement, the provisions of the Mobile Supplement shall govern and control. Effective date of this Order Form: (the "Order Form Date "), to be completed by Infor upon countersignature. THE PARTIES have executed this Order Form through the signatures of their respective authorized representatives. for: Infor (US), Inc. Signature Typed or printed Name Date ATTEST tor: City of Santa Ann (Lick — �— Signature David Cavazos CY Typed or Printed Name City Manager Title Date APPROVED AS TO FORM Mara D. Huizar j§ n M. Funk Clerk of Council Assistant City Attorney Order Form (CPQ- English -US May 2015) OP- 02110385 SOB003605_1 KMM vl 12!1/2015 Page 3 of 7 MOBILE SUPPLEMENT In connection with Licensee's license to the Mobile Software (the "Mobile Application ") as specified in the Order Form to which this Mobile Supplement ( "Supplement ") is attached, Licensee may use certain Infor - licensed Software (the "Software ") on the Mobile Application through certain Apple or Android devices. The Mobile Application may be used on either an Apple device or an Android device, as specified by Apple or Google. If Licensee elects to use the Mobile Application on an Apple device, the Mobile Application is separately distributed exclusively by Apple through the App Store pursuant to the Apple Terms of Use, If Licensee elects to use the Mobile Application on an Android device, the Mobile Application is separately distributed exclusively by Google through Google Play pursuant to the Google Terms of Service. In order to use the Mobile Application on an Apple device, Licensee Users must separately agree to the Apple Terms of Use prior to downloading the Mobile Application, and in order to use the Mobile Application on an Android device, Licensee users must separately agree to the Gargle Terms of Service. If Licensee Users do not agree to these separate terms, then use of the Mobile Application will not be permitted on the respective Apple - supported or Google - supported device. At the mne of download of the Mobile Application from the App Store or Google Play, as applicable, Licensee Users will be prompted to agree to either the Apple Terns of Use or the Google Terms of Service by checking a box displayed at the end of these terms or by clicking an "Agree" or similar button where this option is provided, or Licensee Users will be deemed to have accepted such terms by using the Mobile Application, Notwithstanding the foregoing, the Agreement to which this Supplement is attached is deemed amended by this Supplement with respect to the Mobile Application, as provided for below and as otherwise set forth in the Apple Terns of Use or the Google Terns of Service, as applicable. Any conflict between the terms of the Agreement and the terms of this Supplement will be resolved in favor of this Supplement. 1. Additional Definitions. "Apple" refers to Apple, Inc, and its majority -owned affiliates "Apple Terns of Use" refers to the then- current additional terms and conditions of Apple (including the App Store Terms of Service and Apple Usage Rules set forth in the Apple App Store) and the EULA that Licensee Users must accept and agree to prior to using the Mobile Application on an Apple device. "App Stare" means the electronic store branded, owned and /or controlled by Apple "INFOR" refers to the INFOR contracting entity set forth in the Agreement, for and on behalf of itself and its subsidiaries and affiliates, including Infor (US), Inc, "EULA" means additional tarns of use of INFOR applicable to the Mobile Application that Licensee Users must accept and agree to prior to use of the Mobile Application, Neither Apple nor Googlo is aparty to the EULA. "Google" refers to Google Inc. "Google Play" means the electronic store branded, owned and/or controlled by Google, "Google Terms of Service" refers to the then - current additional teams and conditions of Google (including the Google Play Terms of Service) and the EULA that Licensee Users must accept and agree to prior to using the Ntobile Application on an Android device. "Licensee Users" refers to the individuals affiliated with and authorized by Licensee to use the Mobile Application in connection with the Software, subject to the Agreement, including the applicable User Restrictions set forth in the Order Form, and to agree to the Apple Terns of Use or the Google Terns of Service, as applicable. 2. Supported Dovioes. The Mobile Application supports certain Apple and Android mobile devices, and data networks such as 3G, EDGE and WiPi, and enables Licensee Users to access the Software through such Apple and Android mobile devices, Notwithstanding the foregoing, INFORsball have no obligation to offer technical support (including without limitation any wireless network connectivity support) in connection with any Apple or Android mobile device and shall have no liability with respect to the compatibility or performance ofany Apple rr Android mobile device in connection with the Mohile Application or the Software. 3. License. Subject to the terms and conditions of the Agreement (including any applicable User Restrictions set forth in the Order Form), and tho Applo Terms of Use and the, Google Terns of Service, INFOR grants Licensee a non - exclusive, rron- transferable, non- subliceasable, revocable licenso to run the Mobile Application on designated Apple or Android mobile devices owned or controlled by Licensee, solely for Licensee Users to access the Software for Licensee's own internal computing operations. Each Order Form (CPO- Fnglish -US May 2015) OP- 02110365 SQ6003605_1 KMM v1 12/1/2015 Page 4 of 7 Licensee User may use the Mobile Application only on a Licensee -owned and controlled Apple or Android mobile device that Licensee assigns to the specified Licensee User. Licensee and Licensee Users are not permitted to use the Mobile Application for any purpose except in connection with Licensee's separate license to the Software, consistent with the INFOR- provided applicable documentation and only as permitted under the Agreement and the Apple Terms of Use and the Google Terms of Service, as applicable. If any Licensee User ceases to be affiliated with and otherwise authorized by Licensee to use the Mobile Application or Software for any reason, Licensee will immediately terminate all access by such Licensee User to the Mobile Application and the Software. INFOR may audit Licensee's use of the Software and the Mobile Application and its compliance with the terns of the Agreement and the Apple Terms of Use and the Google Terms of Service, as applicable. Any rights not expressly granted in this Supplement are expressly reserved. 4. Intellectual Property. INFOR retains all ownership and intellectual property rights in the Mobile Application, Licensee and Licensee Users may not: (a) modify the Mobile Application; (b) Is or make the Mobile Application available to any third party; (c) use the Mobile Application to provide third party training for INFOR products; (d) assign the Agreement or the EULA or transfer the Mobile Application or any interest thereto to any other individual or entity; (d) decomptle, disassemble or reverse engineer (except to the extent permitted by applicable law) the Mobile Application; (1) create derivative works based on the Mobile Application; or (g) use any INFOR name, trademark or logo. 5. Warrant , THE MOBILE APPLICATION IS LICENSED "AS IS," WITHOUT ANY WARRANTY WHATSOEVER. INFOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE MOBILE APPLICATION, IN WHOLE OR IN PART, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. INFOR EXPRESSLY DOES NOT WARRANT THAT THE MOBILE APPLICATION, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, OR WILL MEET LICENSEE'S OR LICENSEE USERS' REQUIREMENTS. LICENSEE AND LICENSEE USERS ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE MOBILE APPLICATION, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, SECURITY AND USE IN A PRODUCTION ENVIRONMENT. LICENSEE AND LICENSEE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT AVAILABILITY OF THE MOBILE APPLICATION IS SUBJECT TO APPLE'S SOLE DISCRETION AS THE OPERATOR OF THE APPLE APP STORE, AND GOOGLE'S SOLE DISCRETION AS THE OPERATOR OF THE GOOGLE PLAY STORE (AS APPLICABLE) AND INFOR RESERVES THE RIGHT TO CHANGE, SUSPEND, LIMIT, REMOVE OR DISABLE ACCESS TO THE MOBILE APPLICATION AND ITS FEATURES AND FUNCTIONS AT ANY TIME WITHOUT NOTICE. NEITHER, APPLE NOR GOOGLE HAS ANY WARRANTY OBLIGATION WITH RESPECT TO THE SOFTWARE AND THE MOBILE APPLICATION. G. Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INFOR BE LIABLE TO LICENSEE, LICENSEE USERS OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING IN CONNECTION WITH USE OR INABILITY TO USE THE MOBILE APPLICATION OR IN CONNECTION WITH INFOR'S PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING TO THE MOBILE APPLICATION, OR AS A RESULT OF ANY DEFECT IN THE MOBILE APPLICATION, OR AS A RESULT OF ANY CHANGE, SUSPENSION, REMOVAL OR DISABLING OF ACCESS TO THE MOBILE APPLICATION. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST INFOR, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGFNCF, PRODUCT LIABILITY, FAILURE OF THE MOBILE APPLICATION TO CONFORM TO ANY LEGAL OR REGULATORY REQUIREMENT OR CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION. LICENSEE'S AND LICENSEE USER'S SOLE, REMEDY FOR BREACH OF THIS SUPPLEMENT BY INFOR OR FOR ANY OTHER CLAIM RELATED TO THE MOBILE APPLICATION OR THIS SUPPLEMENT SHALL BE TERMINATION OF THIS SUPPLEMENT AND THE FULA. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL INFOR AND ITS LICENSORS BE LIABLE TO LICENSEE, LICENSEE USERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORx STOPPAGE, DATA LOSS, COMPUTERFAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES, 7. Indemnification. INFOR will defend, inclemnify and hold Licensee harmless from and against any loss, cost and expense that Licensee incur because of a third party claim that rue of the Mobile Application as permitted under this Agreement and the Apple Terns of Use and the Google Terms of Service (as applicable) infringes any copyright of. others. INFOR's obligations under this indemnification are expressly conditioned on the following: (i) L[emsee must promptly notify INFOR of any such claim; (ii) Licensee must in writing grant INFOR sole conbul of the, defense of any such claim and of all negotiations for its settlement or Order Foam (CPQ- English -US May 2015) OP- 02110385 SQ6003605_1 KMM vl 12W2015 Page 5 of 7 compromise (if Licensee chooses to represent its own interests in any such action, Licensee may do so at its own expense, but such representation must not prejudice INFOR's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Licensee roust cooperate with INFOR to facilitate the settlement or defense of the claim, INFOR will not have any liability hereunder to the extent the claim arises from (a) any modification of the Mobile Application or tine Software; (b) the use or combination of the Mobile Application or Software with any computer, compute platform, operating system and /or data base management system not provided or approved in writing by INFOR; (c) if the claim would have been avoided by Licensee's use of the most recent version of the Mobile Application or Software; or (d) any improper use of the Software or Mobile Application. THE FOREGOING SETS FORTH INFOR'S EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, Neither Apple nor Google has any indemnity obligation for the Software or the Mobile Application. S. Export. U.S. export control laws and other applicable export and import laws govern use of the Mobile Application. Licensee and each Licensee User each represents and warrants that: (i) it is not a citizen, national or resident of, and is not located in nor under the control of, any government or country to which the U.S government has prohibited export, that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist - supporting country; (ii) it is not listed on any U.S. government list of prohibited or restricted parties; and (iii) it will neither export or re-export, directly or indirectly, the Mobile Application in violation of such laws, or use fire Mobile Application for any purpose prohibited by such laws. 9. Support, INFOR does not offer support for the Mobile Application other than provision of updates, patches, bug fixes and new versions of the Mobile Application via the Apple App Store or Google Play, to be determined in INFOR's sole discretion. Neither Apple nor Google has any obligation to provide maintenance and support for the Mobile Application. 10. Term and Termination. INFOR may terminate the EULA and use of tine Mobile Application by Licensee and Licensee Users if Licensee or any Licensee User fails to comply with any terms of this Agreement or the Apple Terns of Use or the Google Terns of Service, as applicable. As applicable, the EULA will terminate automatically upon the termination of the Agreement or upon termination of any Licensee User's affiliation with or authorized use by Licensee. Apple or Google (as applicable) and INFOR may terminate access to and /or use of the Mobile Application by Licensee and Licensee Users at any time. Upon termination of the Agreement or the Apple Terms of Use or the Google Terns of Service (as applicable), in whole or in part, Licensee and each Licensee User will discontinue further use of the Mobile Application and delete all copies of the Mobile Application on the applicable Apple or Android mobile devices. 11. Third Party Product License Terns. Licensee and Licensee Users will comply with applicable third party terns of any third party agreement when using the Mobile Application. 12. Miscellaneous. Licensee acknowledges and agrees that this Supplement, as subject to the Agreement, is between INFOR and Licensee, for itself and on behalf of Licensee Users, and that neither Apple nor Google is a party to the Agreement or the EULA; (b) INFOR is solely responsible for the Software, Mobile Application and the INFOR- provided content thereof; (o) Apple and Apple subsidiaries are third party beneficiaries of the Apple Terms of Use, and Google and Google subsidiaries are third parry beneficiaries of the Google Terms of Service; (d) Apple has the right (and will be deemed to have accepted the right) to enforce the teens of this Supplement and the Apple Terms of Use against Licensee and Licensee Users as a third party beneficiary thereof but only if Licensee has accepted these terms and /or each Licensee User has accepted the Apple Terms of Use as outlined above, and Google has the right (and will be deemed to have accepted the right) to enforce the terms of this Supplement and the Google Terms of Service against Licensee and Licensee Users as a third party beneficiary thereof but only if Licensee has accepted these terms and /or each Licensee User has accepted the Google Terms of Service as outlined above. INFOR's failure to enforce its rights with respect to any breach of this Supplement or the EULA will not act as a waiver of the right of INFOR to later enforce any such rights or to enforce any other breach. Licensee will ensure compliance by Licensee Users and fully indemnify, and hold harmless INFOR for any breach by Licensee Users of the terms of the Agreement and the Apple Terms of Use and the Google Terns of Service, as applicable. 13. Changes. Apple may at anytime modify the Apple Terns of Use and Google may at any time modify the Google Terms of Service, and Apple and Google may each impose new or additional terms and conditions on INFOR, Licensee and Licensee Users relating to the Mobile Application. Any such changes will be effective immediately and be deemed incorporated into this Supplement and the Apple Terms of Use and the Google Terms of Service, as applicable. Continued use of the Mobile Application by Licensee and Licensee Users will constitute acceptance of these changes. Order Form (CPQ- English -US May 2015) OP- 02110385 SQB003605_1 KMM A 12/1/2015 Page 6 of 7 INFOR is a trademark of Infor (US), Inc. or its affiliates, registered in the U.S. and other countries. All tights reserved. Apple and App Store are trademarks of Apple Inc., registered in the U.S, and other countries. Android is a trademark of Google Inc. Any other trademarks identified herein are the property of their respective owners. Order Form (CPQ- Fnglich-US May 2015) OP- 02110385 SQB003605_1 KMM 0 12/1/2015 Page 7 of 7