HomeMy WebLinkAboutCAG2023-619 - Original - Completely IT dba TeamSideline.com - SaaS Application for Parks & Rec League Management - 12/01/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
W A 5 H I N G T O N Sheet forms.
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
c 12/01/2023 12/08/2023
L
p. Director or Designee to Sign. Date of Council Approval:
Q N/A
Budqet Account Number: Grant? Yes FI./]No
T20219.64260.1800
Budget? Yes:No Type: N/A
Vendor Name: Category:
TeamSideline.com License
Vendor Number: Sub-Category:
2536921 Original
O
Project Name: SaaS Application for Parks & Rec. League Management
E
C Project Details:Initial procurement of SaaS application for Parks and Recreation league
management. One-time purchase (five year term) under Director's signing authority.
Agreement Amount: $7 897.47 Basis for Selection of Contractor: Direct Negotiation
4) *Memo to Mayor must be attached
i Start Date: 12/2023 Termination Date: 11/2028
Q Local Business?E]Yes W]No* If meets requirements per KCC3.70.100,pleosecomplete"VendorPurchase-Locol Exceptions"form onCityspace.
Business License Verification:YesElln-ProcessElExempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
IF-]Yes F No
Comments:
a+
3
O
3 9= Mike Carrington, IT Director
Date: Dec 4, 2023
c
tA
Date Routed to the City Clerk's Office: Interlocal Agreement has been uploaded to website:
adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
Completely IT dba TeamSideline.com
915 Highland Pointe Dr Ste 250
LIERoseville, CA 95678
(888) 953-2483
'M
fsales@teamsideline.com
http://www.teamsideline.com
INVOICE
BILL TO INVOICE# TS-INV-13238
Kent Recreation DATE 11/21/2023
525 Fourth Avenue North DUE DATE 12/31/2023
Kent, WA 98032 TERMS December 31
ACTIVITY OTY RATE AMOUNT
Annual Fee- Registration 1 7,173.00 7,173.00T
Use of TeamSideline Registration Site features and functions from
December 2023 through November 2028 including but not limited to
customizable Registration Programs, data collection, terms &
conditions, buy items, add-ons, customer account management,
regular season scheduling, practice scheduling, playoff scheduling,
email communications, text communications, web content
management system, reporting and Customer Support. Also
includes all additional email and/or text communication blocks added
to the subscription.
You may see sales tax reflected on your invoice because SUBTOTAL 7,173.00
TeamSideline may have reached Nexus in the US State you operate TAX 724.47
in. If your organization is tax exempt please email the documents TOTAL 7,897.47
confirming you are tax exempt to support@teamsideline.com BALANCE DUE $7,897.47
Includes Scheduling,Player Load,Officials Module and Premium
Upgrades.
Year $1,298
Year $1,363
Year $1,431
Year $1,503
Year $1,578
Total Before Tax $7,173
TeamSideline does not issue refunds for a partial year of use. All sales are final.
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
1 Components of the Agreement and Definitions
1) Definitions
a) Software: The term software refers to the current version of the software provided at the time the
agreement is concluded as well as each version of the software after updates, upgrades, etc. are
installed.
b) System environment: The term system environment refers to the software and hardware required to
operate the software. The system requirements apply that are mentioned in the product data sheet.
c) Delivery: Delivering the software is carried out by downloading or other electronic means.A link is sent
to the customer for the download by which the software download can be accomplished.
d) Documentation: User manual for customers.
2) The components of the License Agreement are:
The text of this Agreement as well as
• The specifications of the software, especially in the product data sheet.
• The list of the respective number and the content of the licenses according to the quotation/order con-
firmation/invoice.
If discrepancies arise, the provisions agreed upon in the enclosures take precedence over the provisions
in this Agreement.
3) This Agreement regulates all arrangements between the parties. Previous agreements are replaced by
this Agreement. No other terms and conditions of the parties apply.
2 Object of the Agreement
The License Agreement contains the following services:
1) Aploris licenses the software that was mentioned in the respective quotation/order confirmation/invoice to
the customer for the duration stated in the respective quotation/order confirmation/invoice. The object of
the licensing is the current version of the software. It is recommended that the customer installs the most
recently provided version or have it installed. The functionality of the software may be affected if the cus-
tomer does not use the newest version. The rights of use assigned to the customer only pertain to this
version. An exception is only made if the new version that is delivered to the customer has defects that
make working with the new version unreasonable.
2) The software is provided to the customer with the required rights of use for the respective duration to be
used in accordance with the license. Transferring of rights of use is determined by Sec. 7 of this Agree-
ment.
3) The software's range of functions as well as the hardware and software operating conditions are derived
from the product data sheet and the documentation that is enclosed with the software. Moreover, the
documentation describes the client system environment in which the software may be used.
4) The software is provided solely for the customer's own use: the customer is not authorized to sublease or
sublicense to third parties or to grant third parties the right to sublease or sublicense the software. In
addition, the provisions of Sec. 7 of this Agreement apply.
5) The software is regularly updated and continuously developed for the duration of the contractual relation-
ship. The following terms apply:
• Aploris will adjust the maintained software to reflect changing legal provisions in a reasonable period of
time within its operational and economic capabilities. Such obligations shall not apply if the adjustment
would entail unreasonable efforts on the part of Aploris. In such a case the adjustment will only be
undertaken for an additional appropriate fee.
• Aploris makes updates/upgrades/major releases available for the licensed software provided that they
are available and required. Updating the documentation is likewise included.
6) More detailed adjustments to the customer's special usage requirements are not part of the service that is
owed.
3 Force Majeure
1) Force majeure
The deadline for delivering updates/upgrades/major releases will be extended to a reasonable extent, but
no more than a maximum of eight weeks if Aploris is hindered from fulfilling its obligations due to unfore-
seeable, extraordinary circumstances that it cannot avoid despite reasonable diligence to prevent them
whether these circumstances occur in Aploris' sphere or in its suppliers' sphere and if the delivery or ser-
vice is still possible. Some examples are:
Last update: 18 July 2018 1
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
• breakdowns
• government interventions
• energy supply difficulties
• strikes or lock outs
2) Impossibility
If the delivery of updates/upgrades/major releases becomes impossible due to the above-mentioned cir-
cumstances,Aploris is freed from its obligations.
4 Providing, Installation, Consultation
1) Aploris makes the software including the documentation available to download at a URL that is made
known to the customer or by other electronic means. The delivery is accomplished when Aploris has given
the customer access to the software, and the software is available for download.
2) The customer installs the software and all updates/upgrades/major releases that follow by himself.
5 Customer Obligations
1) The customer will assist Aploris to fulfill the contractual obligations to perform. In particular:
• The customer will observe the symptoms in detail when error messages occur, as well as the system
and hardware environment and report defects to Aploris, e.g. by using the provided e-mail report, indi-
cating information relevant to the debugging of the defect, such as the number of users affected, de-
scription of the system and the hardware environment, and if applicable simultaneously loaded third
party software and documents.
• Detected defects must be made available to Aploris.
• The customer will support Aploris within the limits of its resources to the best of the customer's ability in
detecting the root cause of the defect and if necessary instruct his employees to cooperate with Aploris'
representatives.
• The customer will load the software and/or parts of the software (patches or bug fixes) received from
Aploris upon detailed instruction and always comply with Aploris' suggestions for defect detection and
debugging provided the software contains defects.
• The customer will keep all data used in connection with or created with the software available in ma-
chine-readable form as a data backup, which enable a reconstruction of lost data at a reasonable ex-
pense.
• If agreed upon, the customer will maintain a test system that reproduces the system environment that
it uses as a productive system as well as possible, to immediately report any and all changes to the
productive system and to adjust the test system accordingly to the productive system. The customer
will first install any and all new software onto the test system and examine whether defects occur in the
test environment.
• At Aploris' request, the customer will make available a list of all employees who use Aploris' software.
This only applies if Aploris and the customer agree not to use Aploris' online license mechanism. With
the online license mechanism individual users are registered on Aploris'license server and therefore do
not need to be listed separately.
2) The customer obligations set out above constitute substantial contractual obligations. If the customer vio-
lates his obligations of cooperation, Aploris is not obligated to perform. In the case of repeated or major
breaches of obligation, Aploris is entitled to terminate this Agreement and to demand payment from the
customer for the costs already incurred. The contractual relationship ends at the end of the following
month.
3) The customer is solely responsible for setting up a sufficiently dimensioned operative hardware and soft-
ware environment for the objects of the Agreement, taking into account the additional workload from the
objects of the Agreement, unless other terms are explicitly agreed upon. The requirements are docu-
mented in the current valid version of the software performance specifications.
6 Prices, Payment Terms, Price Reduction, Right of Revocation, License Details
1) The sales price for the software is charged by means of the current valid price list at the time the Agreement
is concluded. It contains the services mentioned under Sec. 2.
2) All prices are net prices and are payable plus the current applicable value added tax. In addition, possible
taxes, customs duties, levies, and other fees are to be borne by the customer.
3) For the initial license the license fee is due in advance when the order is received by Aploris.
4) The license fee for the licensed time period must be paid in advance.
Last update: 18 July 2018 2
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
5) If the customer acquires additional licenses for the software during the duration of the Agreement, the
license fee depends on the current valid price list and is charged proportionately to the remaining term.
6) The payment has been made when the license fee is available to Aploris without restriction.
7) After conclusion of the Agreement and receipt of the license fee, Aploris will make the license details
available to the customer to activate the software. If the Agreement is extended beyond the initial duration
of the Agreement, Aploris is authorized in the event of late payment to not deliver license details to the
customer that are necessary to operate the software provided that Aploris has given a last deadline of 30
days after the due date to pay the license fee. License details are required so that the software can be
loaded into the computer's random access memory. Validating the license details may require accessing
Aploris servers via the Internet. The software cannot be used without this procedure.Aploris is freed from
its obligation to send the required license details in a timely manner 30 days after granting this grace period
until the outstanding license fee is paid.
8) Aploris will deliver the license details if the customer furnishes proof of existing defects in the software and
notifies Aploris that he is not paying or completely paying the license fee that is due because of complaints
about the software.Aploris is not obligated to send the license details if it is not immediately notified of the
software defects in the described manner. Furthermore,Aploris is not responsible for any defects that arise
from the software being adapted by the customer or a third party or defects that arise from the customer
not using the software in the system environment as defined in the specifications of the software.
9) The license details are personalized for exclusive use by the customer. For consumers the right of revo-
cation is therefore barred pursuant to Sec. 312 g Par. 2 No. 1 German Civil Code (BGB). No right of
revocation exists for entrepreneur pursuant to German Civil Code.
10) Exercising a right of retention that is not based on this contractual relationship is barred.
11) Setoffs with others as legally binding claims or claims that are uncontested by Aploris are barred.
12) Payments by SEPA Direct Debit may be charged within two working days. Pre-notification may be sent
two working days prior to the due date.
7 Rights of Use
1) Object of the license terms
a) Object of the license terms is the current version of the software at the time the Agreement is con-
cluded.
b) These license conditions apply to all versions of the software covered by the Agreement including full
versions, upgrades, and updates that are delivered by Aploris as part of the business relationship after
conclusion of the Agreement.
2) Limitations to the rights of use
a) Unless otherwise provided for in these license terms, the customer is not allowed to alter, adapt, trans-
late, port, reverse engineer, disassemble, decompile the software products, or determine their source
code by other actions unless it is expressly permitted by mandatory legal provisions (Sec. 69 d ff.
German Copyright Act).
b) The customer is not authorized to correct software bugs by himself as long as Aploris or its authorized
third parties offer debugging at normal market conditions.
c) If the customer requires more information in addition to the information included in the documentation
to achieve interoperability of the software products with independently created other computer pro-
grams, he should first send a request to that effect to Aploris. Aploris reserves the right to make the
required information available.
d) The customer is not authorized to alter, remove, or circumvent the software products' references to
proprietary rights, including the documentation, that have been installed, especially copyright notes or
trademarks as well as serial numbers, license codes, or security mechanisms.
3) Content and limitation of the user rights to be transferred
a) The customer obtains as part of each individual Agreement a simple, non-exclusive, world-wide right
to utilize the software products that have been provided to him for the designated use of the application
and solely for the customer's own use as part of his business. The rights of use are transferred for the
duration of this Agreement and can be terminated according to Sec. 11.
b) For the customer's own use within the context of his own business, means that the software products
may be copied by the customer's employees or freelance personnel as provided for by this Agreement.
c) The following applies to user licenses:The customer may permanently copy the licensed software onto
any number of computers of the same company, i.e., save to the hard drive or to other suitable media.
The term "company" is not to be equated with "affiliated companies" (Sec. 15 1 of the German Stock
Last update: 18 July 2018 3
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
Corporation Act), i.e., the software may not be shared within corporate groups to other corporate affil-
iates/parent companies. The rights of use to the licensed software may be granted to an employee or
to freelance personnel provided that a user license exists for that person.
4) Extent of the rights of use
a) Transferring the rights of use occurs for a limited period and for the duration of the License Agreement.
The right of use, which authorizes the customer to create a temporary copy in the random access
memory, is limited to the version of the software that is being used. In the absence of arrangements to
the contrary, this version of the software is the current version of the software that was delivered. Rights
to other versions of the software that were delivered to the customer terminate at the moment when
the new software is installed. Backup copies definitely should and may be made. If a new release
contains defects, the customer obtains the right to reinstall the old release.
b) The customer is not authorized to issue sublicenses to the software or to enable third parties to use
the software. The customer is also not authorized to allow them to load the software into the random
access memory of a computer that is not owned by or is in the possession of the customer if it is not
used by an employee or by freelance personnel for the customer's business. Every legally independent
entity that is not identical with the customer is considered to be a third party. Appropriate consent can
be declared separately by Aploris.
8 Customer Rights in Case of Defects
1) Aploris is obligated to remedy defects in the software and documentation that have been provided.
2) Remedying defects is initially performed at Aploris' discretion by repair or replacement free of charge.
3) Termination by the customer pursuant to Sec. 543 Par. 2 Sen. 1 No. 1 of the German Civil Code (BGB)
because of failure to grant use in accordance with the Agreement is only permissible if Aploris was given
ample opportunity to remedy the defects and such attempt has failed. A failure to remedy the defects can
only be assumed if a remedy is impossible, if it is refused by Aploris, or is delayed to an unreasonable
extent if reasonable doubts exist with regard to the prospects of success or if it is unacceptable to the
customer for other reasons. Termination or raising claims for damages is barred if merely minor, insignifi-
cant defects are present. The customer's right to reduce the price in these cases remains untouched.
4) The customer's rights regarding defects are barred if the customer makes changes or has changes made
to the software without Aploris' consent unless the customer proves that the changes have no unreason-
able effect on Aploris'efforts to analyze and remedy the defects. The customer's rights remain untouched
provided the customer is authorized to make changes especially in conjunction with exercising the right to
remedy the defects himself pursuant to Sec. 536 a Par. 2 (BGB) and the changes were made in a profes-
sional manner as well as documented clearly.
5) Aploris can determine according to its reasonable discretion whether the software-related services are
provided by delivering new releases (including updates or upgrades of the software), by commissioning
third parties, or by instructing the customer's staff as to software modifications or changes to the software
parameters. The customer can reject the performance in the form of updates or upgrades if they do not
have the same compatibility and functionality as the software that was replaced. This also applies if the
transition to the quoted version that is free of defects would involve unacceptable costs for the customer.
9 Limitations of liability
1) No fault liability on the part of Aploris is barred pursuant to Sec. 536 a Par. 1 case 1 (BGB) regarding
defects that are present at the time the Agreement is concluded provided that Aploris merely acted negli-
gently.
2) In case of data loss caused by negligence,Aploris is only liable for damage that would have occurred even
if the customer had backed up the data properly and on a regular basis, depending on the importance of
the data; this limitation does not apply if the data backup was impossible or impeded due to reasons
attributable to Aploris. The above-mentioned provisions apply analogously concerning reimbursement of
futile expenditures.
3) Aploris is not liable for damages that are attributed to the fact that the customer cannot work productively
with the software provided that the damages arose because the customer failed to secure the software
and processed data at appropriate intervals using current,well-proven means corresponding to the current
state of technology.
4) The amount of liability is determined by an individually agreed upon sum by the parties based on damages
or raising of claims for reimbursement of expenses that arise from a defect in a product delivered by Aploris
or a defect in a service provided by Aploris. Claims become time-barred 12 months after acceptance or
delivery of the software by download or the provision of service.The legal provisions remain untouched in
Last update: 18 July 2018 4
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
regard to damages that result from injury to body, life, and/or health and/or from a breach of a promise of
guarantee and/or are caused intentionally or by gross negligence.
5) Compatibility of the software to the customer's existing hardware and software configurations is only guar-
anteed for systems explicitly mentioned in the respective current specifications of the software. Aploris
assumes no liability whatsoever for the compatibility of the software to the customer's other hardware or
software configurations that are changed by the customer after the Agreement is concluded. Nor is liability
guaranteed for the compatibility of systems that are possibly put into operation by other suppliers at the
same time as Aploris' service. Deviations must be agreed upon separately. If the customer changes the
required system environment for the proper functioning of the software and/or hardware without Aploris'
consent after the installation or acceptance, the customer bears the burden of proof that the damage was
not caused by the change in the system environment. The same applies if the customer has changed the
delivered product itself.
6) Liability according to the German Product Liability Act remains untouched by the provisions of this Agree-
ment.
10 Privacy Policy
Aploris collects personal data (individual details regarding personal or material relationships of a particular or
identifiable natural person) only to the extent that is made available by the customer. Processing and using
personal data is done to fulfil and perform the contractually agreed upon services as well as to process cus-
tomer inquiries.After the Agreement has been completely carried out, data is initially stored taking tax and
commercial law retention periods into account and then deleted after expiration of the deadline provided the
customer has not agreed to further use and processing of the data. The customer has the right to information
about his stored personal data at any time as well as the right to correct, block, or delete these data.
11 Duration and Ending the Contractual Relationship
1) The License Agreement is concluded for the time period mentioned in the quotation/order confirmation/in-
voice, which is normally one year.
2) The customer's rights of termination according to Sec. 8 Par. 3 of this Agreement remain untouched.
Providing the customer justifiably terminates the Agreement early, Aploris will proportionately refund the
already paid license fee to the customer.
3) Each party's right to extraordinary termination for cause remains untouched. The right to extraordinarily
terminate the Agreement on the part of Aploris especially exists if the customer violates the conditions of
Sec. 7 of this Agreement.This also applies if the conditions of Sec. 7 of this Agreement are violated by the
customer's employee or freelance staff provided that the customer gained knowledge of the rights violation
or did not gain it due to gross negligence.
12 Return
1) At the end of the contractual relationship, the customer must completely and irretrievably delete the cre-
ated copies of the software licensed by Aploris. Moreover, the customer must delete the license details
that were made available.
2) Every usage of this software in the form of a copy is inadmissible after the contractual relationship has
been ended.
13 General
1) If a provision of these contractual conditions or of the respective supplementary agreements of the Agree-
ment is or becomes ineffective, it does not affect the effectiveness of the other provisions.
2) All agreements must be put into writing that contain a change, supplement, or explanation of these terms
and conditions as well as special promises of guarantee and arrangements. If they are declared by Aploris'
representatives or supporting staff, they are only binding if Aploris' management board gives written ap-
proval.
3) If agreed upon, the customer grants Aploris the right to publish the customer's name in the reference list
on the website and/or other publications during the duration of the License Agreement. Case studies and/or
success stories may be presented on Aploris'website and in its presentations only after previous written
permission.
4) The parties agree to the application of the law of the Federal Republic of Germany concerning all legal
relationships from this contractual relationship.
5) If the customer is a merchant within the meaning of the German Commercial Code, legal entity under
public law, or a special fund under public law, it is agreed that the courts in the city where Aploris has its
headquarters shall have jurisdiction and venue for all disputes that arise while carrying out this contractual
Last update: 18 July 2018 5
Aploris GmbH, Silcherstrasse 22, 22761 Hamburg, Germany ("Aploris")
License Agreement
relationship. Nevertheless, Aploris has the right to bring an action against the customer in the city where
the customer's headquarters is as it sees fit.
Last update: 18 July 2018 6
MC TO SIGN Teamsideline
Final Audit Report 2023-12-04
Created: 2023-12-02
By: Ikhra Mohamed(imohamed@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAABtUcv2ntfRXzOVm-wCgVwozLrckc712J
WC TO SIGN_Teamsideline" History
Document created by Ikhra Mohamed (imohamed@kentwa.gov)
2023-12-02-0:49:48 AM GMT
Document emailed to Mike Carrington (mcarrington@kentwa.gov)for signature
2023-12-02-0:50:29 AM GMT
Email viewed by Mike Carrington (mcarrington@kentwa.gov)
2023-12-04-4:47:40 PM GMT
Document e-signed by Mike Carrington (mcarrington@kentwa.gov)
Signature Date:2023-12-04-4:47:53 PM GMT-Time Source:server
Agreement completed.
2023-12-04-4:47:53 PM GMT
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