Board of Commissioners Agenda Item Transmittal Form - Procurement/Contract Transmittal Form GPrORG GIP Type of Contract: 1 Year CC Use Only Contract #: Submission Information: Vendor Information: Contact Name: Vendor Name: HipLink Software Sharon Webb, Director of Emergency Management Agency Department: Address: 16185 Los Gatos Blvd., Suite 205 Los Gatos, CA EMA 95032 Project Title: Messaging System for E-911 Email: mahepherd@hpink.com Budgeted: No Phone #: 408-635-3492 Funding Account Number: Contact: Mike Shepherd 215-3800-522200-34 Contract Amount: $6,590.00 Term of Contract: 1 year Contract Type: Services Contract Action: New Original Contract Number: Notes and Comments: 285 20a5 LIMITED USE SOFTWARE LICENSE AGREEMENT FOR HIPLINK MESSAGING SOFTWARE IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE MEDIA PACKAGE(S) AND/OR USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE POINT OF PURCHASE AND YOUR MONEY WILL BE REFUNDED 1. License. Semotus, Inc. dba HipLink Software ("HIPLINK") grants to you, as an authorized user, a limited, nonexclusive, nontransferable license to use the HipLink software (collectively the "Software") and its documentation for internal use only, in accordance with this License. Any license agreement included in any third party software component(s) shall set forth your rights with regard to such software component(s). HIPLINK retains all right, title and ownership to the Software and related documentation. This License allows the use of the Software on one server, and the permitted functionality is determined by the package level and type of license key you purchased from HIPLINK. To run additional copies of the Software on the same or a separate server beyond the number originally purchased, additional License(s) and/or license keys must be purchased. 2. Restrictions. This License sets forth the terms and conditions governing the use of the Software and documentation. You shall not provide access to the Software to any third party, nor shall you access the Software in a network or in any other multiple use arrangement which is not authorized by HIPLINK in advance in writing. You may not rent, lease, license, sublicense, disclose, distribute, make available or otherwise transfer the Software or its documentation, in whole or in part. The Software and documentation contains copyrighted material, trade secrets and other proprietary material. You may not remove the copyright notices and any other proprietary legends that are on the original copy of the Software and related documentation. You shall not, without the prior written permission of HIPLINK, nor permit anyone else to, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to modify, network, rent, lease, loan, distribute, or create derivative works based upon the Software ort the documentation in whole or in part. Notwithstanding, if the Software is lawfully acquired outside oft the United States within a jurisdiction which is a member of European Economic Community (EEC) subject to the EEC Council Directive of May 14, 1991, you agree that within that jurisdiction it shall not, and shall not allow any party on your behalf, to attempt to reverse engineer or decompile the Software into another computer language, except as expressly and specifically provided in the EEC Council Directive of May 14, 1991, Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be the confidential and proprietary information of HIPLINK or its Licensors. You shall not make copies of the copyrighted Software documentation without the prior written permission of HIPLINK provided that for electronic transactions, you may make one (1) hard copy of such documentation for yourself. You are responsible for all activities that occur under your account in the Software and for all content or data that you make available through the Software. You are responsible to ensure that only authorized users use the Software in accordance with this License Agreement and all laws. You shall indemnify, defend and hold HIPLINK harmless against any loss or damage incurred in connection with any claims, suits or proceedings arising as a resuit of your violation of this License Agreement. 3. Technical Support. You must register with HIPLINK in order to be eligible for technical support via telephone or electronic mail, For a period of thirty (30) days, commencing with the date of Software delivery, you will have access to technical support for the Software for the technical contact designated on the product registration card included with this package or specified via electronic mail registration, subject to Licensee's compliance with HIPLINK'S instructions for accessing such support and standard verification procedures. Upon the expiration of the above described thirty (30) day period, you may extend technical support on an annual fee basis in accordance with HIPLINK'S current pricing and terms of its Annual Support Services Plan. 4. Term and Termination. The term of this License is determined by the type of license key you purchased from HIPLINK. You may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from HIPLINK if you fail to comply with, or breach any provision of, this License. Upon termination, you must cease use of and destroy all copies of the Software and its documentation. 5. Export Law Assurances. You agree and certify that neither the Software nor any other technical data received from HIPLINK, nor the direct product thereof, has been or will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States and the applicable foreign government. The Software may not be exported, including but not necessarily limited to, any of the following countries: Cuba, Iran, Irag, Libya, North Korea, or Syria. 6. Disclaimer of Warranty. You expressly acknowledge and agree that the use of the Software and its documentation is at your sole risk. The Software, documentation, and technical support are provided "AS IS" and without warranty of any kind. Information regarding any third party services included in this package is provided as a convenience only, without warranty by HIPLINK, and will be governed solely by the terms agreed upon between you and the third party providing such services. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, HIPLINK AND SEMOTUS' LICENSOR(S) (FOR THE PURPOSES OF PROVISIONS 6 AND 7, HIPLINK AND HIPLINK'S LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS HIPLINK) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR MPLIED, INCLUDING, BUT NOT LIMITED TO THE MPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. HIPLINK DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ORTHAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, HIPLINK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ITS DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HIPLINK OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN SUCH CASES. 7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, NCLUDING NEGLIGENCE, SHALLI HIPLINK, ITS AFFILIATES OR THEIR DIRECTORS,OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ITS DOCUMENTATION, EVEN IF HIPLINK OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. In no event shall HIPLINK'S total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by you for the Software and its documentation. 8. Confidentiality. You agree that the Software and related documentation is confidential property of HIPLINK ("Proprietary Information"). You will not use or disclose any Proprietary Information except to the extent you can document that any such Proprietary Information is in the public domain and generally available for use and disclosure by the general public without any charge or license. Use by persons to which you have contracted any of your data processing services is permitted only if each contractor (and its associated employees) is subject to a valid written agreement prohibiting the reproduction or disclosure to third parties of software products and associated documentation to which they have access and such prohibitions apply to the Product. You recognize and agree that there is no adequate remedy at law for a breach of this Section that such a breach would irreparably harm HIPLINK and that HIPLINK is entitled to equitable relief (including, without limitation, injunctive relief) with respect to any such breach or potential breach, in addition to any other remedies available at law. 9. No Waiver or Assignment. No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of HIPLINK, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by you, by operation of law or otherwise, without HIPLINK'S prior written consent. 10. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of California. f for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible sO as to effect the intent oft the parties, and the remainder of this License shall continue in full force and effect. 11. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. There shall be no contract for purchase or sale of the Software except upon the terms and conditions specified herein. Any additional or different terms or conditions proposed by Licensee or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by HIPLINK. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of HIPLINK. HipLink(TM), Semotus", , and Semotus Solutions(TM) are trademarks of Semotus, Inc. 02011-16 Semotus, Inc. dba Hiplink Software All rights reserved. Agree BockdlaleCoumygoene By: JaNice Van Ness, Chair & CEO Date Attest: Jennifer Rutledge, Director/County Clerk Approved As To Form: M. Qader A. Baig, County Attorney Hiplink Software 16185 Los Gatos Blvd., Suite 205 Quote #: HipLink Los Gatos, 95032 CAOHTM4222025 Phone: (408) 635-3492 Fax: (408) 904-7699 Meg Joyner Phone: 770.27B.8424 Date: 4/22/2025 Spillman Rockdale County 911, GA Rep.: Mike Shepherd 2120 Farmer Road NW Ph: 408-635-3492 Conyers, GA, 30012 Email: Mag.opeeindasomyarg Qty Item # Name Price Total L 1005/Messenger $3,075.00 $3,075.00 1 4000 HipText Message Service - 100k $2,900.00 $2,900.00 1 7001 Annual Support Contract $615.00 $615.00 Sub Total $6,590.00 Taxes 0.000% $.00 TOTAL $6,590.00 Quote Valid for 30 Days Thank you for your business HipLink Software 16185 Los Gatos Blvd., Suite 205 Quote #: HipLink Los Gatos, 95032 CAOHTM4222025 Phone: (408) 635-3492 Fax: (408) 904-7699 Meg Joyner Phone: 770.278.8424 Date: 4/22/2025 Spillman - Rockdale County 911, GA Rep.: Mike Shepherd 2120 Farmer Road NW Ph: 408-635-3492 Conyers, GA, 30012 Email: g.opes@incdecunyag Qty Item # Name Price Total 1 1005 Messenger $3,075.00 $3,075.00 1 4000 HipText Message Service - 100k $2,900.00 $2,900.00 1 7001 Annual Support Contract $615.00 $615.00 Sub Total $6,590.00 Taxes 0.000% $.00 TOTAL $6,590.00 Quote Valid for 30 Days Thank you for your business REQUISITION FOR PURCHASE ORDER ROCKDALE COUNTY, GEORGIA VENDOR QUOTATIONS REQUIREMENTS 15,000.000 and OVER FORMAL! BID/RFP PROCEDURE IS REQUIRED VENDOR: # P.O# 2,500.00 TO 14,999.99 - THREE WRITTEN QUOTES ATTACHED 0.00 TO 2499,99 - ONE PHONE QUOTE (depts required to rotate sources) Ship To Address: VENDOR #I VENDOR #2 VENDOR #3 HipLinkSoftware Department/Acconnt Ray Unit Description UNIT EXTENDED UNIT EXTENDED UNIT EXTENDED 215.380057220034 Messaging System for E-911 1 Messenger Item #1005 3,075.00 1 Hip Text Message Service 100K - Item #4000 2,900.00 1 Aonual Support Contract - Item #7001 615.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 PROJECT MAMEDESCRIPTION: 0.00 0.00 BUDGETED (X) NOT BUDGETED 0) 0.00 Email ro. Depart: MamegrdaNsVPS" Email to Depart: myshacalawaygrockdalecoumtygagoy Email to Depart: msedlsppse Email to Vendor: mshepherdglplialk.on TOTAL 0.00 6,590.00 0.00 0.00 ecommended: Source Of Supply: HipLink Software Requesting Department: EMA/ E-911 Date Prepared: 05/07/25 16185 Los Gatos Bivd., Suite 205 Los Gatos, CA 95032 Elected Official A duha Oabawb Date Required: 3.7-35 CONTACT: Mike Shepherd I PHONE: 408-635-3492 Department Head: L Procurement, Manager Use Onlv Below Line Approved for preparation ofPurchase Order Award to be made to: (IF not low quotation, indieateireason): Accoanting Officer Date REQUISITION FORM Revised 1/17/2025