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HomeMy WebLinkAboutEMS Protocol App Development AgreementEffective Date: April 1, 2015 Developer Wolf Apps, LLC 1670 Avonlea Drive Rockwall, TX 75087 tim,'ivapps4ems.com Development Fee $6,295 EMS PROTOCOL APP DEVELOPMENT AGREEMENT Customer City of Meridian 33 E Broadway Ave Meridian, ID 83642 Download Fee $0 This Emergency Medical Service Protocol Application Development Agreement (the Agreement) is entered into by and between Wolf Apps, LLC, a Texas limited liability company (Wolf Apps) and Meridian Fire Department (Customer) as of the Effective Date. 1. Scope of Services. 1.1. Development. Wolf Apps will use reasonable efforts to create the EMS Protocol Application for Customer (the App) to be posted by Wolf Apps on Android Market and Apple Online Store. Customer will provide Customer's medical protocols in electronic format to Wolf Apps. Wolf Apps will make no corrections or additions to Customer's medical protocols, but will transfer the data exactly as written to the App. Upon receiving written or verbal approval of Customer and payment of the Development Fee, Wolf Apps will submit the App to the Android Market and Apple Online Store for posting. 1.2 Acceptance. Wolf Apps will create and provide a test version of the App for review and verification of accuracy by Customer. If the App fails to conform to the Customer's medical protocols, Customer must notify Wolf Apps of the specific changes required, by submitting the requested changes in electronic format within ten (10) business days of receipt of the test version. Wolf Apps will use reasonable efforts to correct the App; provided that upon the fifth or any subsequent rejection of the proposed corrected App by Customer, either party may terminate this Agreement without further obligation or liability of any kind. If no correction is requested by Customer, the date of acceptance will be the tenth (10'h) business day after receipt of the test version by Customer. 1.3. Updates and Convections. After posting the App and during the Term of this Agreement, if it becomes necessary to correct or update the software or content of the App, Customer will notify Wolf Apps by submitting the requested changes in electronic format. Wolf Apps will make all requested revisions within 15 days of receiving the request. The revisions will be delivered to the end-user through the push -notification service of Android Market and Apple Online Store. Any Additional maintenance and updates beyond the term of this agreement will be performed by Wolf Apps pursuant to an additional maintenance agreement between the parties. 2. Ownership. 2.1. As between the parties, Wolf Apps exclusively will have all right, title and interest, including all patent rights, copyrights, trade secret rights and other rights throughout the world (collectively Intellectual Property Rights ) in the Wolf Apps materials and all portions of the App not owned or provided by Customer. Except as expressly provided in this Agreement, Customer will have no right or license in Intellectual Property Rights of Wolf Apps. 2.2. As between the parties, Customer exclusively will have all right, title and interest, including all patent rights, copyrights, trade secret rights and other rights throughout the world (collectively Intellectual Property Rights) in all Customer materials provided to Wolf Apps for the development of the App. Except as necessary to perform its obligations under this Agreement, Wolf Apps will have no right or license in the Intellectual Property Rights of Customer. 3. Representations and Covenants. 3.1. Wolf Apps warrants that the services provided will be of professional quality conforming to generally accepted practices governing the development and design of applications. 3.2. Wolf Apps further warrants, covenants and represents that, in its performance under this Agreement, it will not knowingly introduce, through data transmission via any medium, any virus, worm, or contaminant intended to damage the software or other property used by Customer (Harmful Code). In the event that Wolf Apps introduces a Harmful Code, then, as Customer's sole and exclusive remedy, upon receiving notice from Customer, Wolf Apps will at no cost to Customer use reasonable efforts to provide and post a new App without Harmful Code. 3.3. Notwithstanding anything else contained in this Agreement, this warranty will be deemed to be a warranty for current performance and will not apply until the Development Fee is paid by Customer. For the purpose of any applicable Statute of Limitation, discovery of any breach of this warranty will be deemed to have been made when the Customer has actually experienced each such breach of this warranty. 4. Charges and Terms of Payment. 4.1. Development Fee. 50% of the payment for development of the App (Development Fee) will be due upon execution of this contract. Payment of the remainder due, including any additional fees incurred due to changes to the originally agreed upon scope of work, will be due upon written or verbal approval of the App and before it is published to the App Store and Android Market. 4.2. Terms. Each payment pursuant to this Agreement will be made in U.S. dollars in and from the United States. Customer will pay all taxes levied against or upon the services provided under this Agreement. 4.3. Download Fee. Each end user will pay the Download Fee (if applicable) to the App Store or Android market to download the App from the App Store or Android Market to each device. Customer will have no right or interest in any Download Fee paid by the end users for the App. 5. Limitation of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WOLF APPS MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE APP, CUSTOMER MEDICAL PROTOCOLS OR THE USE OF THE APP BY CUSTOMER OR ANY THIRD PARTY, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Term and Termination. 6.1. This Agreement will commence as of the Effective Date and will continue in full force and effect until one year from the Effective Date, at which time this Agreement will terminate and the Parties will have no further obligation or liability except as provided herein. 6.2. In the event of any material breach of this Agreement by either party, the other party may terminate this Agreement by giving thirty (30) days written notice to the other party; provided, however, that any such termination will not be effective if such other party has cured the breach of which it has been notified before the expiration of thirty (30) days. 6.3. Sections 2, 3, 7, 8, 9 10, and 11 will survive any Termination of this Agreement. 6.4. Termination will not affect any rights of Wolf Apps to payment accrued prior to termination.