HomeMy WebLinkAboutFire Engineering 2024-03-26Date: 3/26/2024
Client Information
Qty List Price Discount SubTotal
1 $195 $0 $195
1 $1,500 ($1,500)$0
1 $1,000 ($1,000)$0
$3,310
Notes:
Regional Sales Manager: Todd Hinman-Briscoe
By signing herein, you confirm that you have read and agree to abide by the Terms and Conditions linked below and that they are binding and enforceable provisions of this
agreement. References to the “Agreement” shall refer to this proposal as well as the Terms and Conditions, taken as a whole.
Set Up Fee and Records transfer waived and discount applied if signed on or before 3/31/24.
Set Up Fee Set up and Implementation
City of Ukiah Fire Engineering Training
$99 ($10)$3,115
Total Investment:
Annual Maintenance Fee Maintance and Updates for Site
Online training management
platform for Fire & EMS
professionals. Online libraries
include: Fire, EMS, OSHA, HR
and more.
Billing e-mail: jbuckingham@cityofukiah.com PO #: n/a
Fire Engineering Training
Premium Platform 35
Billing Frequency: Annual
Payment Terms: 30 Days
Fees
Product Description
Billing Address:1500 South State st, Ukiah, CA 95482 Billing Phone: 707-462-7921
Effective Date: March 31st 2024 Initial Term: 36
Invoicing Contact Information
Billing Contact Name: Justin Buckingham
Agreement Term
Client Name: City of Ukiah
Address: 300 Seminary Ave, Ukiah, CA 95482
Primary Contact Phone: 707-463-6204
Primary e-mail: klawler@cityofukiah.com
Primary Contact Name: Sage Sangiacomo
Records Transfer Current Certification Cycle
This quote is valid for 30 days from the date at the top of this page.
Click Here to Review our Terms and Conditions
Title: Vice President of Sales
Signed by: Sage Sangiacomo Signed by: Philip Coons
Date:Date:
Title: City Manager
Signature: Signature:
COU No. 2324-166
Mar 29, 2024
TERMS & CONDITIONS
Subscription Services
The following terms and conditions (the “Agreement”) apply to all Subscription Services, as
defined below, purchased by the entity or individual using the Subscription Services (the “User”)
from Clarion Events, Inc. (“Clarion Events”). If purchased on behalf of others, the User
represents and warrants that all individuals who have access to the Subscription Services are
each considered a User and personally guarantees that all individuals will comply wit h the terms
of the Agreement.
WHEREAS, Clarion Events has developed and implemented Fire Engineering Training ™ and
other services which can be purchased on a subscription basis (the “Subscription Services”);
WHEREAS, the User wishes to purchase the Subscription Services from Clarion Events;
For good and valuable consideration, the receipt of which is hereby acknowledged, Clarion
Events and the User agree to the following:
1. Term. This Agreement becomes effective and enforceable upon the User’s purchase of the Subscription
Services, or the User’s use of the Subscription Services, whichever occurs first. This Agreement shall
remain in effect for a minimum three (3) year period commencing on the purchase date, unless a different
time period is specified on any applicable order form (the “Initial Term’). Notwithstanding the foregoing,
Clarion Events may terminate this Agreement upon written notice to the User due to the User’s breach,
insolvency or bankruptcy, or failure to comply with the spirit of the Agreement as determined in Clarion
Events’ sole discretion.
2. Subscription Fee/Invoicing. Clarion Events will invoice the User for purchased Subscription Services at
the commencement of the Initial Term and thirty (30) days prior to the beginning of each Renewal Term. The
User will pay the invoiced amount by Clarion Events within thirty (30) days of the invoice date. Payment
instructions are included on the applicable order form, which is attached to and made part of this Agreement,
and the User agrees to comply with all such instructions. Clarion Events reserves the right to increase
pricing for each Renewal Term.
3. Ownership of Materials; Derivative Works; Right to Use.
• Learning Management System. The User understands and agrees that part of the Subscription Services
may include the use of Clarion Events’ Learning Management System (“LMS”), Fire Engineering Training ™,
as described below:
• Generally. The User acknowledges and agrees that all learning management system services,
including but not limited to all online courses, videos, test banks, skills templates and all other
materials provided by Clarion Events to the User from time to time during the term of this
Agreement (such materials collectively, the “Subscription Materials”) are proprietary products of
Clarion Events, protected under U.S. copyright, trademark, patent, and other applicable law.
Subject to the terms, conditions, and limitations of this Agreement, Clarion Events hereby grants
the User a limited, nontransferable, revocable license to prepare derivative works of the
Subscription Materials subject to the terms and conditions of this Agreement(each, a “Derivative
Work”); provided, however, that the User acknowledges and agrees that Clarion Events is the sole
owner of all right, title and interest in and to all Derivative Works, including all copyrights and other
intellectual property and proprietary rights therein or pertaining thereto, and the User hereby
assigns and transfers to Clarion Events all right, title and interest in and to all Derivative Works,
including the copyrights and other intellectual property and proprietary rights therein or pertaining
thereto. The User will not remove any copyright notice or other notice of Clarion Events appearing
on Subscription Materials or Derivative Works and shall include such notices at the appropriate
place on each copy thereof.
• Right to Use; Limitations on Use. Subject to the terms, conditions, and limitations in this
Agreement, Clarion Events hereby grants to the User a limited, nontransferable, revocable license
to use the Subscription Materials and any Derivative Works solely for the User’s internal purposes.
The User shall not copy, republish, lend, distribute, post on servers, transmit, redistribute, or
display, in whole or in part, by any means or medium, whether electronic or mechanical, or by any
informational storage and retrieval system, any Subscription Materials or any Derivative Work other
than as expressly authorized by the immediately preceding sentence. Without limit ing the generality
of the foregoing, the User will not import, upload, or otherwise make available any Subscription
Materials or any Derivative Work into or onto any third party, document, knowledge, or other
content management system or service without Clarion Events’ prior written consent. The User’s
right to use the LMS is limited to the right expressly granted in this Agreement. All rights not
expressly granted to the User are reserved and retained by Clarion Events and its licensors.
• User Data. As between the User and Clarion Events, all User Data, defined as data owned by User
prior to the execution of this Agreement or data not otherwise subject to a Derivative Work, is the
User’s property; provided that the User grants a perpetual, unlimited, royalty-free, worldwide
license to Clarion Events to use User Data in an aggregated and anonymized form. The User
hereby acknowledges and agrees it has read and understands Clarion’s privacy policy, which can
be found at https://us.clarionevents.com/privacy-policy.
• Generally; Injunctive Relief. Except as expressly provided herein, nothing in this Agreement shall be
construed as conferring any rights or license to Clarion Events’ trade secrets, intellectual property,
Confidential Information, Subscription Materials, or the software underlying such products and services,
whether by estoppel, implication or otherwise. The User may not decompile, disassemble, reverse engineer
or otherwise attempt to discover any source code contained in any software-based Subscription Services.
Notwithstanding any other term or condition herein, the User grants all rights and permissions in or relating
to User Data as are necessary or useful to Clarion Events to enforce this Agreement, exercise Clarion
Events’ rights, and perform Clarion Events’ obligations hereunder. The User acknowledges th at a breach or
threatened breach of any portion of this Section 3 may cause irreparable harm and shall entitle Clarion
Events to injunctive relief in addition to any other available remedy.
4. Warranty Disclaimer. ALL SUBSCRIPTION SERVICES AND SUBSCRIPTION MATERIALS ARE
PROVIDED “AS IS” AND CLARION EVENTS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS IMPLIED, STATUATORY, OR OTHERWISE, CLARION EVENTS SPECIFICIALLY DICLAIMES
AND THE USER SPECIFICALLY WAIVES ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURCHASE, TITLE, AND NON-INFRINGEMENT, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
5. Disclaimer of Liability. The User acknowledges and agrees that Clarion Events, its officers, agents,
managers, and employees will have no liability to the User or any other person or entity arising from or
related to the Subscription Services or the Subscription Materials, or any act or omission by the User or its
personnel pursuant to, or in reliance on, any of the Subscription Materials.
6. Limitation of Liability. Clarion Events’ cumulative liability to the User and any other person or entity for any
loss or damages resulting from any claims, demands, or actions arising out of or relations to this Agreement,
the Subscription Services, or the use of any Subscription Materials shall not exceed the subscription fees
actually paid to Clarion Events by the User for the purchased Subscription Services under this Agreement
during the twelve-month period immediately prior to the assertion of such claim, demand or action. In no
event shall Clarion Events be liable for any indirect, incidental, consequential, special, or exemplary
damages or lost profits, even if Clarion Events has been advised of the possibility of such damages. The
limitations set forth in this Section shall apply whether the User’s claim is based on breach of contract, tort,
strict liability, product liability or any other theory or cause of action.
7. Indemnification. The User agrees to defend, indemnify, and hold harmless Clarion Events, and its
respective affiliates, personnel and representatives from and against all expenses, costs, claims, demands,
suits, actions, proceedings, judgments, fines, penalties, losses, d amages and liabilities (including but not
limited to reasonable attorneys’ fees and expenses), resulting directly or indirectly from (i) any actions or
omissions of the User and/or its personnel, agents and representatives that are negligent, wrongful or
constitute a breach of this Agreement, or (ii) claims that the User’s information, data, documentation, or
other content violate the intellectual property, privacy or other rights of any third party. This indemnity
provided under this provision shall survive the termination or expiration of this Agreement and is in addition
and without prejudice to any other rights and/or remedies which Clarion Events may have or be entitled to
under this Agreement and/or applicable laws.
8. Confidential Information. The User understands and agrees that it will be exposed to Clarion Events’
confidential and proprietary information, including trade secrets, and shall not disclose such information to
third parties, and is permitted to only use such information as described in this Agreement. For the
avoidance of doubt, the User shall not use the Subscription Services, Subscription Materials, or any other
information or documentation covered by this Agreement for any other purpose other than internal use.
9. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the
State of California, without giving effect to any choice of law doctrine that would case the law of any other
jurisdiction to apply.
10. Entire Agreement. This Agreement, including any applicable order forms, embodies the entire agreement
and understanding of the partiers hereto and hereby expressly supersedes all prior written and oral
agreements and understandings with respect to the subject matter hereof . No representation, promise,
inducement, or statement or intention has been made by any party hereto that is not embodied in this
Agreement. In the event of a conflict of terms between an order form, executed by the User and Clarion
Events, and this Agreement, the terms of the order form shall prevail. Terms and Conditions set forth in any
purchase order, or any other form or document of the User, which are inconsistent with, or in addition to, the
terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety,
regardless of when received, without further action or notification by Clarion Events, and shall not be
considered binding on Clarion Events unless specifically agreed to in writing by it.
City of Ukiah
Signed by: Sage Sangiacomo
Signature:
Date:
Title: City Manager
Fire Engineering Training
Signed by: Philip Coons
Signature:
Date:
Title: Vice President of Sales
Mar 29, 2024