CM-2023-175 - 8/4/2023C 0 P RECCnto r
dserec.com 10 5 Hackensack Ter, Chestnut Hill, MA 02457 9 p. 617.785.0153 9 f. 617.390.7586 0 contact@dserec.com
End User License Agreement
Entered into on this 12 day of June, 2023
This End User License Agreement ("EULA") is a legal agreement between Parks and
Recreation -- City of Round Rock ("CLIENT") and DSE Rec, LLC ("DSE") with regard to
the copyrighted DSE web -software (herein referred to as "SOFTWARE PRODUCT" or
"SOFTWARE") provided at roundrocktexas.dserec.com sub -domain. The SOFTWARE Product
includes computer SOFTWARE, the associated web -pages and media, and any online or
printed documentation. Use of SOFTWARE and related documentation provided to you by
DSE in whatever form or media, will constitute your acceptance of these terms, unless
separate terms are provided by DSE, in which case certain additional or different
terms may apply. By signing this EULA or using the SOFTWARE PRODUCT, you agree to be
bound by the terms of this EULA. If you do not agree to the terms of this EULA, DSE
is unwilling to license the SOFTWARE PRODUCT to you. The SOFTWARE is protected by
Federal Copyright Law, DSE retains the title to and ownership of the SOFTWARE. You
are licensed to use this SOFTWARE on the following terms and conditions:
1. Eligible Licensees, The use of this SOFTWARE is available for license solely to
the CLIENT, with no right of duplication or further distribution, licensing, or sub -
licensing. CLIENT may not loan, rent, or license the SOFTWARE to a third party.
2. License Grant. DOE grants to Parks and Recreation - City of Round Rock exclusive
and non -transferable License to use roundrocktexas.dserec.com sub -domain for the
period of time commencing August 1, 2023 and ending on July 31, 2026 (hereinafter the
"License Term").
Modifying, downloading, translating, renting, copying, transferring or assigning all
or part of the SOFTWARE, or any rights granted hereunder, to any other persons or
organizations is strictly prohibited. Furthermore, you hereby agree not to create
derivative works based on the SOFTWARE.
3. License Term, Payment and Termination.
(a) The License Term fee is set according to CLIENT's selection of the
following modules of the SOFTWARE:
Facility Scheduling
Employee Scheduling
Event Registration
Class Registration
For later modifications, please refer to Upgrades and Updates section.
(b) The CLIENT shall pay DSE for the duration of License Term an annual sum
of $12,800 (twelve thousand eight hundred VS dollars).
Cj k -2- o2 � - 1 -7 S-
c eRECCener
dserec.com # 5 Hackensack Ter. Chestnut Hill, MA 02467 0 p. 617.785,0153 0 f. 617.390,7586 0 contact@dserec.com
(c} The CLIENT shall not be entitled to, nor shall D= be liable to
the CLIENT a refund of the payment or any other refund of any
unused portion of the License Term. Even in case License is
terminated, this EULA will remain in effect,
4. Upgrades and Updates. Should the CLIENT elect to have any changes made in the
product after this EULA is signed by ME, a customization fee might be charged for
each update that the CLIENT requests, Although DSE performs most of the updates free
of charge, the fee, if any, will be determined on case -by -case basis and the CLIENT
would be notified and billed accordingly.
5. Product Support and Maintenance. Product support and maintenance for the SOFTWARE
is provided by AS1C and is included in the annual fee the CLIENT pays, For product
support, please tali or email ASE. Any supplemental software code or documentation
provided to the CLIENT as part of the Support services shall be considered part of
the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
6. CO2yri hchtt. The SOFTWARE is licensed, not sold. You acknowledge that no title to
the intellectual property in the SOFTWARE is transferred to you. You further
acknowledge that title and full ownership rights to the SOFTWARE will remain the
exclusive property of DOE or its suppliers, and you will not acquire any rights to
the SOFTWARE, except as expressly set forth above. All title and copyrights in and to
the SOFTWARE PRODUCT (including but not limited to any images, photographs,
animations, video, audio, music, text and "applets," incorporated into the SOFTWARE
PRODUCT, with exception of items provided by CLIENT), the accompanying online and
printed materials, and any copies of the SOFTWARE PRODUCT, are owned by DOSE or its
suppliers, The SOFTWARE PRODUCT is protected by Federal Copyright Law, and other
intellectual property laws and treaties.
7. Reverse Engineering, You agree that you will not attempt, and you will use your
best efforts to prevent your employees, contractors and users from attempting to
reverse compile, modify, translate or disassemble the SOFTWARE in whole or in part,
Any failure to comply with the above or any other terms and conditions contained
herein will result in the automatic termination of this EULA and the reversion of the
rights granted hereunder to D45E.
8, Disclaimer of Warranty. DSE and its suppliers expressly disclaim any express or
implied warranty for the SOFTWARE PRODUCT, and specifically disclaim the warranties
of merchantability, fitness for a particular purpose and non -infringement of third -
party rights. Neither ME nor its suppliers warrant that the functions contained in
the SOFTWARE will meet your requirements or that the operation of the SOFTWARE will
be uninterrupted or error -free,
c eRECCener
dserec.com O 5 Hackensack Ter. Chestnut Hill, MA 02467 0 p. 617.785.0153 0 f. 617.390.7586 10 contact@dserec.com
9. Limitation of Liability. DSE's entire liability and CLIENT's exclusive remedy
under this EULA shall not exceed the price paid for the SOFTWARE, if any. In no
event shall DSE or its suppliers be liable to the CLIENT or any third party, for any
special, incidental, indirect or consequential (such as, but not limited to, loss of
anticipated profits, benefits, or data), or other damages of any kind resulting from
the use or inability to use the SOFTWARE, even if DSK or its supplier has been
advised of the possibility of such damages. All matters concerning INTELLECTUAL
PROPERTY INFRINGEMENT INDEMNITY are exempt from the directives cif this section, and
are regulated separately in section 10.
10. Intellectual Property Infringement Indemnity.
(a) WE will defend, indemnify, and hold the CLIENT harmless from any third
party claim, action, suit, or proceeding against an Indemnified Party (a
"Claim") to the extent that such Claim is based upon an allegation that
the SOFTWARE PRODUCT infringes any right protected by any patent,
copyright, trademark, or trade secret of any third party, DSE shall, at
its sole expense, defend or settle against such Claim.
(b) EXCEPTION to section (a): DSE will have no defense or indemnity
obligation for any Claim to the extent that the Claim is based upon
SOFTWARE PRODUCT that has been modified in accordance with CLIENT -
provided specifications or instructions (such as, but not limited to,
registration forms or web design), if such modification results in the
allegation of the infringement.
The undersigned
and conditions
document, they
conditions and
DSE Rec. LLC
parties hereby acknowledge that they have read and agree to the terms
of this license agreement and hereby agree that by signing this
become a party to said agreement and shall be bound by all terms,
obligations thereof.
Michael Meirovich
CEO
Digitally signed
by Michael
Meirovich
Date:
2023,06.12
11:47:36-04'00'
Client
Representative Name:
Title/Position:
signatu
ITCity of Round Rock
OUND ROCK
xA5 Agenda Item Summary
Agenda Number:
Title: Consider executing an End User License Agreement with DSE Rec, LLC for sports
management software.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/4/2023
Dept Director: Chad McKenzie - Director Sports Management
Cost: $12,800,00
Indexes: Sports & Community Venue Tax
Attachments: LAF - DSE Rec LLC Sports Management Software
Department: Sports Management & Tourism
Text of Legislative File CM-2023-175
Three-year contract with DSE, LLC for sports management software including facility scheduling,
employee scheduling and event & class registration.
Cost: $12,800.00/Annually $38,400/3 Year Contract
Source of Funds: Sports & Community Venue Tax
City of Round Rock Page 1 of 1