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Software License & Maintenance Agreement
Software License and Maintenance Agreement
This Software License and Maintenance Agreement (“Agreement”) is made and entered into this
day by and between GrowthZone (also DBA ChamberMaster), a Minnesota corporation
(“Licensor”), and you the “Licensee”. In consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. LICENSE GRANT:
A. License. Subject to the terms and conditions of this Agreement, Licensor grants to the Licensee a
nontransferable, nonexclusive license to use the Software for use in conjunction with Licensor’s hosting
services. “Software” means the software commonly known as ChamberMaster and/or GrowthZone, as
described more fully on Schedule A attached to this Agreement
B. Restrictions. Except as otherwise provided herein, the Licensee shall not (i) use the Software to
provide services under any name other than that of the Licensee; (ii) use the Software to process the
data of third parties without Licensor’s prior written consent; (i.e. Other Chambers of Commerce or
Associations) (iii) use the Software in the operation of a service bureau; (i.e. Provide ChamberMaster,
GrowthZone as a hosted application to other Chambers of Commerce or Associations) (iv) modify or
change the Software; (v) make, distribute or retain copies of the Software; or (vi) decompile, disassemble
or otherwise reverse engineer the Software.
2. INSTALLATION/CUSTOMER COOPERATION:
Cooperation in the installation and initial operation of the Software is important to its successful use by
the Licensee, its members, and its patrons. The Licensee understands and agrees that services rendered
by Licensor will be directly impacted by the assistance rendered by the Licensee. If conflicting or
incorrect information is provided to the Licensor, the Licensor may not be able to provide the Licensee
with the desired result. The Licensee further acknowledges that the Licensor has expertise in the
computer industry, and not in the business conducted by the Licensee.
To facilitate the exchange of information during the course of this Agreement, the person named as
primary contact to this Agreement shall be the key contact person to work with Licensor. Any decisions
made by the key contact person will be binding on the Licensee.
3. TRAINING, SUPPORT AND ADMINISTRATION:
Licensor shall offer unlimited email, phone, and web-based training (i.e. scheduled free workshops or
webinars) support to the Licensee’s employees. Training in accordance with this Agreement is to enable
proper use of the Software. Failure to operate the Software which results from a Licensee employee’s
refusal to participate fully in the training shall not be the responsibility of Licensor, and Licensor reserves
the right to request and receive payment for extra training which may be required. Technical support
shall be provided during regular business hours of 7 a.m. to 7 p.m. Central Time (-6 GMT) utilizing the
service level goals noted in Schedule A. Licensor does have the right to quarantine, modify or remove data
that may be deemed as harmful to the overall functionality of the Software, harmful to users or in
violation of legal requirements or privacy policies.
4. CONVERSION OF LICENSEE DATA:
As more fully described in Schedule A, Licensor may be engaged to convert current Licensee data for
use with the Software.
5. SOFTWARE HOSTING SERVICES AND BENEFITS:
The following hosting services, to be provided by Licensor, are included in this Agreement:
• Access to the software will be available 24 hours per day, 7 days per week
• High-speed, secure server maintained by Licensor networking professionals
• Firewall protection and maintenance of firewall at site
• Set-up of Licensee secured login codes (Licensee handles logins for its members)
• Daily backup of all hosted Licensee data.
6. SMARTCMS AND GROWTHZONECMS HOSTING:
Should the Licensor design a website for the Licensee, the same hosting services and
benefits are available as outlined in section 5. We will ensure the website environment is
available for the website to reside and function. All website content changes, updates,
enhancements, etc. are the responsibility of the Licensee. Should the Licensee require assistance
with changes, updates or enhancements, the Licensor will provide a quote for the scope of services.
7. THIRD PARTY WEBSITE HOSTING
Should the Licensor agree to host a third-party website that was not designed by the Licensor,
the same hosting services and benefits are available as outlined in section 5. We will ensure
the website environment is available for the website to reside and function. All website content
changes, updates, enhancements, etc. are the responsibility of the Licensee. Should the
Licensee require assistance with changes, updates or enhancements, the Licensor will
provide a quote for the scope of services.
8. SOFTWARE UPGRADES; SOFTWARE COPIES:
During the term of this agreement and as part of the services provided hereunder, Licensor agrees to
provide the Licensee, at no additional charge, software maintenance updates for the software edition
the Licensee has selected.
The payments to be made to Licensor by the Licensee will vary according to the level of services and
Software features requested. Licensee agrees to pay for the services it uses promptly in accordance
with the terms of any invoice presented to the Licensee for payment. Licensor agrees to honor the base
license fee for a period of at least twelve (12) months from the date of this Agreement. Except as
provided in the foregoing sentence, all charges are subject to change on ninety (90) days notice. All fees
are billed in US Dollars and due on the invoice date.
10. TERMS OF AGREEMENT:
This agreement shall remain in force between the parties until terminated as follows:
1) by mutual agreement;
2) upon thirty (30) days written notice by either party to the other; or
3) upon default as otherwise described herein.
The Licensee agrees that neither the Licensee, its agents, nor its employees shall in any manner use,
disclose or otherwise communicate any information with respect to the Software except as specifically
permitted in this Agreement. Furthermore, Licensor and the Licensee understand that each party may
have access to or become acquainted with confidential information about the other, including Licensee
information and methods and means of the operation of the member businesses. Information which
one party desires that the other keep confidential shall be identified in writing as such. The parties shall
keep said confidential information of the other party in confidence and shall not publish, disclose or
otherwise make it public, directly or indirectly, without the prior written consent of the other party.
Failure by either party to perform under this Agreement shall be an event of default. In the event of
default, the non-defaulting party shall provide the defaulting party with written notice of default, and
a ten-day opportunity to cure the same. If the default is not cured within the cure period, the nondefaulting
party shall be entitled to all remedies at law or in equity, including the following:
A. In the event of default by Licensor, the Licensee may terminate this agreement and thereby
terminate its obligation to make payment for future services. This is no way relieves the Licensee from
past obligations for payment. It may not use, copy, or modify the Software for its use.
B. In the event of default by the Licensee, the Licensor shall be entitled to suspend services
after ten (10) days’ prior written notice (after expiration of the cure period). Licensor shall not be
responsible for any direct or indirect damages caused by the suspension of services. The Licensee
hereby indemnifies Licensor for any and all claims arising from Licensor’ rightful termination of the use
of the Software by the Licensee, including claims made by Licensee members no longer able to conduct
advertising and marketing programs using the Software.
13. INDEMNIFICATION BY LICENSEE:
One facet of the Software allows Licensee members to access and modify their data in the Licensee’s
records and for public view. The Licensee hereby represents and agrees it will hold Licensor harmless
for any and all use by its members including use of the Software for illegal or wrongful purposes,
notwithstanding the dissemination of information or allegations that could form the basis for
legal action. The Licensee shall indemnify, defend and hold harmless Licensor and its affiliates,
representatives, and employees from and against any claims (whether or not such claims are made
through litigation) arising from the actions of the Licensee or a Licensee member using the Software.
Licensor warrants it is the owner of the Software, has all rights necessary to grant this License to the
Licensee, and is not in violation of any agreement which could affect the ownership of the Software or
15. RETURN OF CUSTOMER DATA:
At any time during this Agreement or upon termination of this Agreement, upon the request of the
Licensee, Licensor will deliver to the Licensee all data of the Licensee within Licensors’ possession.
Licensor will deliver these items to the Licensee in a timely manner on a mutually agreeable date and in
16. GENERAL PROVISIONS:
A. Assignability. This Agreement and all rights and obligations hereunder shall not be assignable
by the Licensee except with the prior written consent of Licensor. A change in control shall be deemed
an assignment subject to this subsection. Licensor may assign this Agreement without the consent of
Licensee. This Agreement shall be binding upon each party’s permitted successors and assigns.
B. Liability. No action or claim relating to this Agreement or the Software may be instituted more
than one (1) year after the event giving rise to such action or claim.
C. Indemnification by Licensor. Licensor shall indemnify and hold the Licensee harmless from
and against any claim of infringement of a United States patent or copyright based upon the Software,
provided the Licensee gives Licensor prompt notice of and the opportunity to defend any such claim.
D. Entire Agreement; Amendment. This Agreement is the complete and exclusive agreement of
the parties and supersedes all other communications, oral or written, between the parties relating to
the Agreement’s subject matter. Any change to this Agreement shall not be valid unless it is in writing
and signed by both parties.
E. Choice of Law/Arbitration. This Agreement shall be governed by the laws of the State of
Minnesota. All unresolved disputes arising under this Agreement shall be submitted to arbitration
under the commercial arbitration rules of the American Arbitration Association. The award of the
arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Arbitration shall occur in Brainerd, Minnesota or such other location in the State of Minnesota as
Licensor chooses. Nothing in this Agreement shall prevent Licensor from seeking and obtaining
injunctive or other equitable relief for breaches of this Agreement by Licensee in a court of competent
F. Waiver. Neither the failure nor any delay to exercise a right, remedy or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy
or privilege preclude any further exercise of the same.
G. Severability. A determination that any provision of this Agreement is invalid, illegal or
unenforceable shall not affect the enforceability of any other provision.
H. Notices. All notices and other communications required under this Agreement shall be in
writing and shall be deemed to have been received when personally delivered or when deposited in
the United States mail, sent registered mail by first class, postage prepaid, as follows:
If to Licensor:
24400 Smiley Rd., Suite 4
Nisswa, MN 56468
If to Licensee: (Address on file)
I. Promotions. Provided there is no default under this Agreement, the Licensee agrees to provide
testimonial endorsement of such Software as has been fully installed, subject to preapproval of any
suggested text by the Licensee for accuracy. The Licensee understands that the Software will be
promoted to organizations similar to the Licensee. Licensee also understands that Licensor may market
products and services to users of the Software. The parties have executed this agreement as of the
J. Indemnification by Licensor. Licensee shall indemnify and hold the Licensor harmless from
and against any claim made by a State or Local jurisdictions for sales and/or use tax required to be
collected or paid as it applies to this License Agreement.
SCHEDULE A: DESCRIPTION OF SOFTWARE, SERVICES, PRICING
The software which is the subject of this Agreement was developed by Licensor for the particular use by
the Licensee. The software enables the Licensee to manage its member information and handle other
internal matters related to its membership, while also promoting the best interests of the Licensee and
its members through websites accessed by the public. Other facets of the software allow the members
themselves to update their personal information through the use of secure login codes, and to offer
periodic promotions to the public.
A particular Licensee’s use of the software may vary from another’s; depending on the features
chosen and the level of services it wishes to offer its membership. In addition, at the consent of the
Licensee, the Licensee’s membership may be offered the opportunity to purchase advertising space
from Licensor on the Chamberlogin.com website. Finally, Licensor does reserve unto itself the right
to market products and services to users of the Software. For this purpose “users of the software”
is defined as the Chamber or Association with whom Licensor has entered into this agreement, and
does not apply to its individual members. The Licensor shall not, in any event, collect, use, or disclose
any of the membership information of the Licensee, including without limitation, member business or
trade names, member contact person names, position names and titles, business addresses, telephone
numbers, facsimile numbers, email addresses, domain names, Quick Response (“QR”) codes, details or
descriptions of member industries or trades, and all other identifiable information about members of
the Licensee (collectively, the “Membership Information”) provided by the Licensee to the Licensor for
or in connection with the Software except in accordance with this Agreement. For greater certainty, the
Licensor shall not use any of the Membership Information to market, promote, sell, solicit, or offer for
sale any products and services of the Licensor or third parties to members of the Licensee and shall not
disclose any of the Membership Information to third parties, except with the prior written consent of
2. SET-UP FEE/CONVERSION OF LICENSEE DATA:
Licensee will be charged a one-time fee for the initial setup, configuration and conversion of Licensee
data. Licensor will make best efforts to convert existing data based on the state of the data provided.
3. TRAINING & SUPPORT:
Email, phone, free live webinar, and recorded web video training and technical software support for the
software is unlimited and included in the subscription fee. Onsite training may be available in certain
circumstances and at an additional fee to the Licensee.
GrowthZone strives to meet the following Service Levels Goals for support requests.
DESCRIPTION OF PROJECT AND PROCESS
1. GrowthZone, referred to here as “Design Firm”, will plan, design, and code a web site for the
Association, referred to in this document as “Client”, to the specifications outlined in the Proposal
created by the Design Firm to the Client.
2. Additional work beyond the site specifications will result in additional charges. Additional work
is defined as the addition of pages, graphics, or other significant features, any graphic, page
design, revisions to text content provided ready for publication, changes to elements which have
been finalized or significant changes in plan, scope, or direction of project. If a Custom Site is
purchased, specifications will be based on your custom bid form and mock-ups provided.
3. The client will provide web-ready graphics and logo in the size and format specified by the
design template, and content for the site.
4. Design Firm is entitled to reproduce samples of Client’s web site in our portfolio and in any
5. Design Firm may use qualified subcontractors under our supervision for any or all work on this
6. Issues that arise after the ‘go live’ date that are not a result of a Client-requested modification will
be resolved at no charge to the Client. Future design modifications and requests for functionality
are at the Client’s expense, billed on a time and materials basis at our current hourly rate.
COST AND PAYMENT ARRANGEMENTS
1. Design Firm agrees to provide the work as specified in the proposal at the price specified. If
the Client wants to change the scope of the project, e.g. select another layout at a late point in
the project or add additional custom work, then additional charges may apply. Any additional
charges will be communicated to the Client for approval before work is started.
2. In the event of the cancellation of this assignment, or any delay of more than 90 days, we will
invoice you for the greater of either. (All fees are billed and due in US Dollars):
(1) all work completed up to the date of notification, based upon the percentage of the
project finished, including expenses; or
(2) 10% of the agreed-upon estimate plus expenses, and this project shall be
considered fulfilled by Design Firm.
All incomplete work will remain the property of Design Firm. All payments already made will first be
applied to these charges.
OTHER LEGAL TERMS
1. Design Firm will maintain the confidentiality of Client’s source materials, technical and marketing
plans and all other sensitive information.
2. Design Firm and Client agree that any dispute arising out of this Agreement shall first be resolved
by mediation, if possible. This contract was entered into in Crow Wing County, Minnesota, and any
necessary arbitration or litigation will take place in this county.
3. Upon full payment of all invoices due, copyright to page designs produced by Design Firm for
Client shall belong to Client. Secondary materials created by Design Firm during production,
including drafts, plans, graphic source files, and templates, remain the sole property of Design
Firm unless other arrangements are made.
4. Client is solely responsible for the editorial content of the material included on its website.
Accordingly, Client agrees it will defend and indemnify (hold harmless) Design Firm from any suit,
demand, or claim resulting from the editorial content of the website.
5. Client represents to Design Firm and unconditionally guarantees that any elements of text,
graphics, photos, designs, trademarks, or other artwork furnished to Design Firm for inclusion
in Client’s web site are owned by Client, or that Client has permission from the rightful owner
to use each of these elements, and will hold harmless, protect and defend Design Firm and its
subcontractors from any claim or suit arising from the use of such elements furnished by the
6. Design Firm will set up web hosting for Client. However, Design Firm makes no guarantees as to
minimum “uptime”, nor shall Design Firm be held responsible for any direct, indirect, special or
consequential damages resulting from possible lapses in hosting services. Such possible damages
include any lost profits or business interruption or loss of digital data.
7. Design Firm will not be liable to Client or to any third party for any damages arising from the use
8. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then
that provision shall be deemed severable from this agreement and shall not affect the validity and
enforceability of any remaining provisions.
9. This Agreement may have attachments consisting of one or more initialed and dated addendums,
whose terms shall become part of this contract.
CONTENT MANAGEMENT SYSTEM
Licensor shall provide access to the Content Management Software (CMS) for use by the Licensee for
the Term of this Agreement.
2. TRAINING AND SUPPORT:
Licensor shall provide Training and Support services in relation to the use of the Content Management
software to the Licensee per the guidelines regarding Training and Support in Schedule A of Licensor’s
Software Licensing Terms.
3. WEBSITE HOSTING:
If part of your service agreement, your subscription may include: 2 GB disk space 5 GB transfer/mo.
4. SETUP FEE AND MONTHLY RATE:
The subscription service fee for the use of the Content Management System will be charged
electronically by credit card or ACH and may be included as part of the software edition subscription
fees. All fees are billed and due in US Dollars.
5. UPDATES AND UPGRADES:
Updates and upgrades to the CMS software will be included at no additional charge.
The services provided in this addendum shall remain in force between the parties for a minimum
term of twelve (12) months from the Acceptance Date or until terminated as follows: a) by mutual
agreement; b) upon ninety (90) days written notice by either party to the other. Finally, Licensor does
reserve unto itself the right to market products and services to users of the Software. For this purpose
“users of the software” is defined as the Chamber or Association with whom Licensor has entered
into this agreement, and does not apply to its individual members. The Licensor shall not, in any
event, collect, use, or disclose any of the membership information of the Licensee, including without
limitation, member business or trade names, member contact person names, position names and titles,
business addresses, telephone numbers, facsimile numbers, email addresses, domain names, Quick
Response (“QR”) codes, details or descriptions of member industries or trades, and all other identifiable
information about members of the Licensee (collectively, the “Membership Information”) provided
by the Licensee to the Licensor for or in connection with the Software except in accordance with this
Agreement. For greater certainty, the Licensor shall not use any of the Membership Information to
market, promote, sell, solicit, or offer for sale any products and services of the Licensor or third parties
to members of the Licensee and shall not disclose any of the Membership Information to third parties,
except with the prior written consent of the Licensee.