CM-12-11-244ROUND ROCK, TEXAS
PURPOSE PASSION. PROSPERITY.
Item Caption:
JJv-(q
RECEIVED
City Manager Approval Form
NOV 08 2012
Addendum to End Users License Agreement with SCALA, Inc.
Approval Date: 11-09-12
Department Name: Information Technology Department
Project Manager: Brooks Bennett
Assigned Attorney: Ric Bowden
Item Summary:
This item is a software license agreement with SCALA, Inc. for the SCALA Digital Signage project. This agreement gives us
permission to use the virtualized version of their Content Manager product.
This will immediately bring our video bulletin board system up to date, which we use to show informational content on Channel
10. This also lays the groundwork for rolling out additional digital signage players at other locations in the City.
This is part of the "management in progress" Government Access Channel Upgrade project in the strategic plan.
The Funding Source will be PEG funds.
No. of Originals Submitted: 2
Project Name: SCALA Digital Signage
Cost: $3914.61
Source of Funds: Select Source Fund
Source of Funds (if applicable): Select Source Fund
Account Number: 6127-620-12000 PEG Funds
Finance Director Approval: L. Olsen for C. Delaney
Date: 11-6-12
Department Director Approval: Brooks Bennett Date: 11/05/12
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP I I I I Budget
N/A OK
Ell El
N/A OK
Purchasing
El El
N/A OK
Accounting
El El
N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
SCALAO
350 Eagleview Blvd. Suite 350
Exton, PA 19341 USA
Tel: +1 610 363 3350
Fax: +1 610 363 4010
ADDENDUM TO EULA
For Scala Dongleless Software Products
REASON FOR DONGLELESS REQUEST (check one):
❑ Content Manager to be run on a blade server
.154 Content Manager to be run in a virtualized environment (i.e. HyperVisor)
❑ Other — Please explain below
This document ("Addendum") appends the Scala End User License Agreement ("EULA") and Scala Certified
Partner Agreement, as applicable, for Scala Software between Scala, Licensee and the Scala Certified Partner
("Scala Certified Partner") named below in relation to the license and use of Scala Software Products that are
dongleless.
BY SIGNING BELOW, LICENSEE AND SCALA CERTIFIED PARTNER AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS ADDENDUM TO THE EULA OR
SCALA CERTIFIED PARTNER AGREEMENT, AS APPLICABLE.
Additional terms and conditions:
Definitions.
1. "Dongleless Software" means the software generated by Scala on behalf of Licensee or Scala Certified
Partner that has been customized to allow Scala Software to operate without the use of a hardware dongle.
Scala Advantage (Maintenance) Requirement-.
1. In such instances where a Dongleless Software product shall replace a dongled software product, the
Licensee and/or Scala Certified Partner shall be required to ensure that Scala Advantage (Maintenance) has
not previously expired for such product and is presently current before such Dongleless Software product
shall be released.
Additional Restrictions.
1. Due to the nature of the Dongleless Software, Licensee and Scala Certified Partner agree to use their best
efforts to prevent the piracy, unauthorized use, unauthorized duplication, and unauthorized distribution of
such sofhvare.
Additional Warranty and Remedy.
1. Licensee and Scala Certified Partner warrant to Scala that it has policies and procedures in place that will
prevent the piracy, unauthorized use, unauthorized duplication, and unauthorized distribution of Scala
Dongleless Software.
Dongleless Product Addendum Apr 2012 1
M-12.-11-244
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SCALAO
2. In the event Scala becomes aware of Licensee's of Scala Certified Partner's breach of the Additional
Warranty, then Scala shall have the following rights and obligations:
a. Notify Licensee or Scala Certified Partner, as applicable in writing, of the breach in warranty
indicating the number of licenses identified in violation of this Agreement,
b. Provide Licensee or Scala Certified Partner, as applicable, thirty (30) days to respond to Scala's
written notice of breach in warranty.
c. Upon the earlier of Scala's receipt of the Licensee or Scala Certified Partner response or the end of
the thirty (30) day period, Scala shall in it's sole discretion, determine whether Licensee or Scala
Certified Partner has violated these additional terms and conditions of the Addendum. If found to
be in violation of the Addendum, Scala has option to:
i. Invoice Licensee or Scala Certified Partner, as appropriate, and Licensee or Scala Certified
Partner agrees to pay such invoice based upon the list price associated with the licenses
found to be in violation of this Agreement, AND
ii. Either terminate the Licensee's EULA with immediate effect, as applicable OR
iii.
Terminate the Scala Certified Partner's Distribution Agreement, as applicable.
ALL OTHER TERMS AND CONDITIONS OF THE EULA REMAIN UNCHANGED.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth below.
LICENSEE
Print Name: cf )%C Nov -wood
Title: l/t 11Il.cu . a
Date:
SCALA, INC.
SCALA CERTIFIED PARTNER (if applicable)
Company:
Signature:
Print Name:
Title:
Date:
This Addendum Agreement does not require an authorized signature from Scala.
Dongleless Product Addendum Aug 2012 2
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