Terms & Conditions
PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE |
1. INSPECTION/ACCEPTANCE
Momentum Systems, Inc. shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any software that has been tendered for acceptance. The Government may require repair or replacement of nonconforming software at no increase in contract price. The Government must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.
2. GUARANTEE/WARRANTY
a. Unless specified otherwise in this contract, Momentum Systems, Inc.'s standard commercial guarantee/warranty as stated in the contract's commercial pricelist will apply to this contract.
Syntergy - 90 Days
Formark - 60 Days
OpenText - 60 Days
b. Momentum Systems, Inc. warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.
c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, Momentum Systems, Inc. will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.
3. TECHNICAL SERVICES
Momentum Systems, Inc., without additional charge to the Government, shall provide a hot line technical support number for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number for Syntergy is 1-858-455-0020, available from 8 a.m. PST to 5 p.m. PST. For Formark, the number is 613-599-5173 ext. 221, available from 9 a.m. EST to 5 p.m. EST. For Open Text, the number is 800-540-7292, available from 8 a.m. EST to 8 p.m. EST.
4. SOFTWARE MAINTENANCE
a. Software maintenance service shall include the following:Syntergy - Telephone support, patches and software releases.
Formark - Technical support, hotline support, all upgrades for additional functionality and to ensure compatibility with new versions of Livelink, MS Office, MS Project and MS Outlook.
Open Text - Telephone support, patches and software releases.
b. Invoices for maintenance service shall be submitted by Momentum Systems, Inc. on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.
5. PERIODS OF MAINTENANCE (132-34)
a. Momentum Systems, Inc. shall honor orders for periods for the duration of the contract period or a lessor period of time.b. Maintenance may be discontinued by the Government on thirty (30) calendar days written notice to Momentum Systems, Inc..
c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.
d. Cross-Year Funding Within Contract Period. Where an ordering office's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.
e. Ordering offices should notify Momentum Systems, Inc. in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.
6. UTILIZATION LIMITATIONS - (132-33, AND 132-34)
a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101.b. When acquired by the Government, commercial computer software and related documentation so legend shall be subject to the following:
(1) Title to and ownership of the software and documentation shall remain with Momentum Systems, Inc., unless otherwise specified.(2) Software licenses are by site and by agency. An agency is defined as a cabinet level or independent agency. The software may be used by any subdivision of the agency (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one agency's site. This would allow other agencies access to one agency's database. For Government public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user agency will take appropriate action by instruction, agreement, or otherwise, to protect Momentum Systems, Inc.'s proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user agency's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user agency.
(3) Except as is provided in paragraph 8.b(2) above, the Government shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of Momentum Systems, Inc.. Third parties do not include prime Contractors, subcontractors and agents of the government who have the Government's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the Government to use software, documentation, or information therein, which the Government may already have or obtains without restrictions.
(4) The Government shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the Government has the right to transfer the software to another site if the Government site for which it is acquired is deemed to be unsafe for Government personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.
(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.
7. SOFTWARE CONVERSIONS - (132-33)
Full monetary credit will be allowed to the Government when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.
8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY
Momentum Systems, Inc. shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.
9. RIGHT-TO-COPY PRICING
Not available