HomeMy WebLinkAboutSales Order Form W.S.I.
Augusta Richmond GA
DOCUMENT NAME: '2>AL-B S ORva: r~fZl"l - WS"I.
DOCUMENT TYPE:
YEAR: ~ OD L\
BOX NUMBER: ;;2 4-
PILE NUMBER: 17 S- 0 .,
NUMBEROPPAGES: 5
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Sales Order Form
WS:l'
400 Minuteman Road
Andover, MA 01810
Ph: 978-983-6300
,
Quotation Date: 28-Sep-2004
Account Manager: Justine Felahi
Page No.: 1 of 2
Quotation Number: 06UJ-9AOO-1QL
Bill To
Company: Richmond County of Georgia
Attention: DBA Augusta Regional Airport At Bush Field
Bill Thompson
Address: 1501 Aviation Way
Augusta, GA 30906-9620
Phone: 706-798-2656
FAX: 706-796-8933
Market: I FBO
Ship To
Company: Richmond County of Georgia
DBA Augusta Regional Airport At Bush Field
Attention Bill Thompson
Address: 1501 Aviation Way
Augusta, GA 30906-9620
Phone: 706-798-2656
FAX: 706-796-8933
Customer Number: I
I Order Type, New I T I
I Term: 42 Months
Product Code Description Unit Unit Price Total Price
1 PBP WSI Pilotbrief Pro 1 $239.00 $239.00
2 31P WSI Pilotbrief International Package 1 $0.00 $0.00
Monthly Fee: 239.00
3 PH WSI Pilotbrief 17" Flat Panel Monitor Upgrade 1 $0.00 $0.00
One Time Fee: 0.00
4 PBVSHIP WSI Pilotbrief Shipping and Handling <-. 1 $0.00 $0.00
5 PVS WSI Pilotbrief Initialization Fee 1 $0.00 $0.00
One Time Fee: 0.00
Billing Options D
Subscription Services Fees: ~
Invoice: Invoiced quarterly or annually in advance.
Payment is due net 30 days from invoice date. Quarterly Invoice Annual Invoice
Credit Card: Automatic Credit Card payments of fees D D D
are accepted. WSI honors MasterCard, Visa and
American Express. Monthly Quarterly Annually
One Time Fees: Charges applied after receipt of
system or at start of Services.
Upon Acceptance of T & C. Please Sign and Fax Entire Document To (978)428-8563
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WSl
Sales Order Form
400 Minuteman Road
Andover, MA 01810
Ph: 978-983-6300
i . i
Quotation Date: 28-Sep-2004
Account Manager: Justine Felahi
Page No.: 2 of 2
Quotation Number: 06UJ-9AOO-1QL
Aiprot 10: KONL
Special Instructions
Billing to start 6 months from activaton of services.
Upon Acceptance of T & C. Please Sign and Fax Entire Document To (978)428-8563
'"
WSI Pllotbrlef System C6nflguratlon
1. System Configuration: Standard
2. Dish Required: Yes
3. Mount Type: To be determined
Standard WSI Pllotbrlef Svstem Includes:
_ Display station - Satellite dish
_ Monitor - Mount
_ Keyboard - Receiver
_ Mouse - 100' coax Cable
- 15' Ethernet Cat 5 cable - Manual
PO Information
PO Number:
PO Start Date:
PO Expiration Date:
Applicable Tenns and Conditions:
1. Terms and Conditions for WSI Pilotbrief Services
2. Terms and Conditions for Flight Explorer on WSI
Pilotbrief
Note: If the sales order is an addendum to a previous
sales order agreement, then the original terms and
conditions apply unless otherwise specified herein.
Otherwise, the applicable terms and conditions will be
attached.
Having read and accepted the WSI TERMS AND CONDITIONS FOR WSI PILOTBRIEF SERVICES, attached hereto, the
parties hereby bind themselves to this contract on the date of the last signatory hereto:
Signature:
Date: /0 - d'7 -0
Printed Name: "8b L, ~ tJ t- ~ 1-
Tit~e: M ~j~i
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Attested T ~r~" .'~ -'
WSI corporation;J I . ~[/, -'1/
Signature: J<ju .f. (j J ((.,X/U~
/Q-d.7-0tj
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Printed Name: \.. C; U -f' (.u ( /rj) Y
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:Di,-e.e--Icn W <S~
Date:
Title:
/O-Ji-OY
Date
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Internal Use:
Current Exp Date:
CC Confirm #:
Master Code:
Sub Code
Upgrade Date
User Name:
Enter Date:
Contract Start:
Downgrade Date:
Password:
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Terms and Conditions for WSI PILOTBRIEF SERVIC;;ES (r~v 12/2003)
Order #: 06UJ-9AOO-1 QL Customer Initials:
By executing this Agreement and/or by activating the Services. the Customer listed on the
front side of this Agreement agrees and accepts the following terms and conditions under
which WSI Corporation ('WSI') will provide Information services, software and equipment.
I. DEFINITIONS
The following terms shall have the following meanings for the purpose of this Agreement.
A. 'Subscription Fee' means the fee listed on the Schedule for the Services charged
Customer by WSI.
B. 'Customer" means the party with whom WSlls contrading hereunder.
C. 'Equlpment' means the equipment, if any, listed on the Schedule provided by WSI
hereunder.
D. "Schedule' means the first and signatory page of this Agreement, as well as any
addenda thereto, listing the Equipment. Software, and Services provided hereunder and the
fees assocleted therewith,
E. 'Services' means the weather advisory and information services listed on the
Schedule
(WSI Pllotbrief and/or WSI P~otbrief Online) and all deta, text, maps. forecasts, graphics,
and
other content induded therein.
F. .Other Service Charges' means additional fees on a one time, annual, or usage basis
as WSI may from time to time impose on specifIC services Of transactions, such as custom
setup or Equipment transfer charges,
G. .Software' means the WSI software listed on the Schedule (if any), Including
assocIeted
documentation and any updates, enhancements, new releases and versions thereto
developed by WSI and provided to Customer hereunder.
H, 'WSI Pllolbrief" means any of WSl's satelllte-delivered aviation weather information
services sold as part of WSl's P~otbrief family of services (e,g. WSI PUotbrief Pro), as listed
on the Schedule.
I. 'WSI PiIOlbrief Online' means WSl's Intemet-dellvered aviation weather Information
service sold as part of WSI's Pilotbrief family of online services (e,g, WSI Pilotbrief Online),
as listed on the Schedule. .
J. "Additional Users" means those person(s) identified on the Schedule as additional
permitted users of WSI P~otbrief Online.
II. TERM AND TERMINATION; RENEWALS
The Initial term of this Agreement shall be for the period listed on the Schedule beginning on
the earlier of (i) the date flfleen (15) days subsequent to WSl's shipment of the Equipment,
or
01) the date WSI activates the Service, regardless of whether Customer has installed and
successfully received the Services. Absent notifICation to the contrary by either party at
least
thirty (30) days prior to the end of the then current term, this Agreement shall automatically
renew annually for additional one (1) year periods, subject to the following. Notice of
termination by Customer pursuant to the foregoing must be made by the timely completion
and submission of the service change request form available et
www wsI.COm'suDDOrtlbillina.
If Customer becomes bankrupt, insolvent, or defaults on any of Its obligations hereunder
during the term of this Agreement, WSI may terminate this Agreement forthwith upon written
notice thereof to the Customer. Such termination will not prejudice wsrs rights to any
amounts otherwise owing under this Agreement or other rights or remedies WSI may have
et
law Of in equity. Customer shall Immediately retum to WSI any Software or Equipment upon
Agreement termination. Upon any renewal of this Agreement, WSI may change Its
Subscription Fees and Other Service Charges with thirty (30) days prior notice to Customer,
Such notice shall be effective if set forth on an InllOlc:e Of In a billing Insert sent to Customer,
given via an e1ec:tronic display transmltted on Of through the Service, sent by email to
Customer's email address or if otherwise provided in writing to Customer. New rates shall
become effectlve et the beginning of the next renewal term.
III. USE OF WSI SERVICES BY CUSTOMER
A. WSI PllOTBRIEF: If licensed to Customer as Indicated on the Schedule, WSI hereby
grants to Customer a limited, non-exdusive, non-transferable license to access and use WSI
Pllotbrief exduslvely for Customer's own Intemal use et the single location listed on the
Schedule, provided that if Customer is an active alrport operator or airport fixed basad
operator, It may allow access to the Service to Its customers at the identified location,
B. WSI PllOTBRIEF ONLINE: If licensed to Customer as Indicated on the Schedule, WSI
hereby grants to Customer and Additional Users (if any) a limited, non-exdusive,
non-transferable license to access and use Pllotbriet Online. Customar acknowledges and
agrees that Customer and each Additional User shall be assigned a unique user code and
password by WSI, and thet the user code and password shall be kept strictly confidential
and
used exdusivaiy by the Individual(s) to whom the code(s) have been assigned. It is
Customer's responsibility to Inform the Additional Users of these limitations. If Customer
suspects that a user code and password has been compromised, It Is Customer's
responsibility to report this to WSI immediately via phone Of email, Deliberate sharing of
user
codes and passwords or failure to report compromised user code and passwords is grounds
Page 1 of 2
IV. EQUIPMENT (IF ANY)
In the event Customer has elected to license WSI Pilotbrief, WSI shall supply Customer
with the Equipment. In consideration of Customer subscribing for the Services on the
terms and conditions contained herein, WSI will transfer tille to the Equipment to
Customer, Customer hereby grants to WSI a first priority security intarest In the
Equipment to secure payment 01 amounts due under this Agreement. Customer shall
not
grant any third party any security Interest. lien or right of possession or ownership in or
to
the Equipment and Software. Customer is responsible for prompt and complate
installation of the Equ Ipment. Customer shall not move the Equipment from the
addreSSl1ocat1on listed on the Schedule without prior written consent of WSI. Repairs or
modifications to the Equipment shall be made only by WSI or a service outlet designated
in writing by WSI. Customer shall be solely liable for repairs to Its own equipment and
facilities. During the term of this Agreement, WSI shall repair or replace the Equipment
if
It is defective Of Is damaged through ordinary use as provided In Artide VI below
('Umited
Warranty'). Customer shall be responsible for costs of the Equipment repair or
replacement when caused by abuse, misuse, willful damage, theft, fire or other casualty.
Customer shall immediately report to WSI any damage to the Equipment. Customer
agrees to pay to WSI an Equipment Cost Reimbursement Fee of $2,250 for each set of
WSI Equipment provided within 15 days of the termination of this Agreement or the
Service by either party for any reason, In lieu of the payment of the Equipment Cost
Reimbursement Fee. Customer may transfer tiUe to the Equipment to WSI and return
the
Equipment to WSI within 15 days of the termination of this Agreement. Provided
Customer ships the Equipment pursuant to WSl's instructions, WSI shall pay all
out-of-pocket shipping expenses reasonably incurred to return the Equipment to WSI.
V. SOFTWARE (IF ANY)
A. LICENSE: In the event Customer licenses WSI P~otbrief hereunder, WSI hereby
grants Customer a non-transferable, non-exdusive license to use a single copy of the
object code version of the Software exclusively tor Its internal business purposes,
Except
as otherwise expressly stated herein, all rights, title and interests in the Software,
indueling without limitation all copyrights, shall et all times be vested exdusively In WSI.
B, RESTRICTIONS: The Customer shall not copy, alter, adapt, modify or create
derivative works from the Software and Customer shall not sublicense, lend,
rent,distribute or otherwise transfer the Software. Customer shall not reverse-engineer,
disassemble or decompile the Software and shall not alter, remove or obscure any
copyright, trademark, or proprietary notices on the Software or associated
documentation,
Customer shall not make any attempt to unlock or bypass any Initialization system or
encryption techniques utilized by the Software. The Customer egrees to use reasonable
efforts to protect the Software from unauthorized use, reproduction, distribution or
publication.
VI. LIMITED WARRANTY
WSI warrants that the Equipment shall conform to the manufecturer's spec:itlcations and
that the Software will materially conform to WSl's specifications during the term of ttlis
Agreement. WSI does not warrant thai the Software will be free of bugs or errors.
Custome(s exduslve remedy and WSI's sole liability for breach of \he warranties stated
herein shall be thet (i) WSI shall repair or replace detective Equipment, et WSI's option,
and (II) shall provide reasonable programming services to seek to correct any Software
errors or malfunctions.
WSI MAKES NO WARRANTY WITH RESPECT TO THE SERVICES AND,
ACCORDINGlY, THE SERVICES HEREUNDER ARE PROVIDED "AS IS'. EXCEPT
AS EXPRESSLY STATED HEREIN, WSI MAKES NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF FITNESS FOR A PARTICUlAR PURPOSE OR
INTENDED USE OR OF MERCHANTABILITY (WHICH ARE DISCLAIMED), WITH
RESPECT TO THE SERVICES, EQUIPMENT OR SOFTWARE. WSI ASSUMES NO
RESPONSIBiliTY WITH RESPECT TO THE USE BY CUSTOMER OR ITS :
EMPlOYEES OR CLIENTS OF THE SERVICES, EQUIPMENT, OR SOFTWARE.
I
VII. BllllNGlPAYMENT TERMS !
Customer will be billed on a monthly, quarterly or annual basis, in advance, as i(ldicated
on the Schedule, Other Service Charges or any other charges will be billed as Incurred.
All Invoices shall be payable within 30 days of the dete thereof. If Customer elects to
pay I
by credit card. Customer hereby authorizes WSI to make periodic (e.g. monthly) charges
against the credit card for the amount due WSI for the Services. If Customer pays by
credit card and payment is not received by WSI from the card Issuer or Its agents,
Customer agreas to pay all amounts due upon demand by WSI. Customer'a card
Issuer's
AnrAAmAnl nnvRmR IhA "RA nf lhA rtARlnnAt..... ,......rt In NVlnA<':linn with ~I Anti
Upon Acceptance of T & C. Please Sign and Fax Entire Document To (978)428-8563
1.:r
Order #: 06UJ-9AOO-1 QL
Terms and Conditions for WSI PILOTBRIEF SERVICES (rev 12/2003)
. .
Customer Initials:
In the event the Customer defaults on its payment obligations hereunder, the Customer shall
be liable to WSI for aU costs and expenses, Induding reasonable aIIomey's fees, Incurred in
the collection of any balance owed. The amounts paid by Customer hereunder for the
Equipment, Services and Software (as applicable) are exdusive of any sales, purchase, use,
excise or similar taxes which may be levied thereon, Customer shall be liable for all such
taxas, Additionally, Customer shall pay a late payment charge of 1 1/2% per month on all
delinquent payments hereunder from the date of invoice.
The Subscription Fee payable by Customer shall be subject to edjustment by WSI upon thirty
(30) days notice to Customer to reflect increases in the rates of communication carriers or
inaeases levied by goverment authoritias or third parties affecting the Services or the
acquisition thereof, In the event of an Increase hereunder, Customer shall haw the right to
terminate this Agreement by notification to WSI at www wsl comlsuDDOrtlbillina within thirty
(30) days of notification from WSI of such edjustment, provided, howewr, that in the event
the
increase is solely attributable to a separable third partyservice (e,g, lightning), then Customer
shall have the right only to terminate that portion of the Services relating to such third party
data
VIII. ADVISORY NATURE OF WSI SERVICES
Customer acknowledges and agrees that the Services are wholly advisory in nature and all
actions and judgments taken with raspect to the Services are Custome(s sole responsibility,
WSI makes no representations with respect to the reliabimy, timeliness, predictive value or
accuracy of the weather information contained within the Services and WSI shall not be
responsible for errors resulting from any inaccurate, dalayed, omitted, misstated, incorrectly
displayed or other erroneous information. Customer acknowledges the inherent risk of
relying
upon weather data and forecasts and Customer is urged to verify the Services against other
sources prior to use. WSI does not guarentee that \he content of Services will remain the
same over time.
IX. LIMITATIONS OF WSI LIABILITY
A. LIMITATIONS OF LIABILITY: CUSTOMER ACKNOWLEDGES THAT THERE ARE
SUBSTANTIAL RISKS INHERENT IN PROVIDING VVEATHER ADVISORY AND
INFORMATION SERVICES. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, OR
THE FORUM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY
CUSTOMER AGAINST WSI, CUSTOMER AGREES THAT WSI'S LIABILITY, IF ANY, TO
CUSTOMER FOR ANY LOSS, DAMAGE, CLAIM. LIABILITY OR EXPENSE, OF ANY KIND
CAUSED DIRECTLY OR INDIRECTLY BY THE PERFORMANCE OR
NONPERFORMANCE
OF OBLIGATIONS PURSUANT TO THIS AGREEMENT OR BY THE NEGLIGENCE.
ACTIVE OR PASSIVE, OF WSI SHALL BE EXCLUSIVELY LIMITED TO GENERAL MONEY
DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY CUSTOMER TO WSI
HEREUNDER FOR THE MOST RECENT TWELVE MONTHS OF SERVICES. IN NO
EVENT SHALL WSI BE LIABLE FOR SPECIAL,INDIRECT,INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS OR
DAMAGES FROM LOSS OF USE OR DATA (DESPITE THE FACT THAT THE
POSSIBILITY OF SUCH DAMAGES ARE OR MAY BE KNOWN TO WSI), WHETHER
ARISING OUT OF BREACH OF AGREEMENT, TORT OR ANY OTHER CAUSE OF
ACTION RELATING TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT.
B. INDEMNIFICATION: EXCEPT FOR GROSS NEGliGENCE OR WILLFUL
MISCONDUCT ON THE PART OF WSI, THE CUSTOMER AGREES TO INDEMNIFY,
HOLD
HARMLESS, AND DEFEND WSI FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DEMANDS. EXPENSES (INCLUDING ATTORNEY'S FEES) OR LIABILITIES OF
WHATEVER NATURE OR KINO ASSERTED BY, SUFFERED OR INCURRED BY THIRD
PARTIES ARISING OUT OF THE USE BY CUSTOMER OF THE EQUIPMENT,
SOFTWARE
OR SERVICES UNDER THIS AGREEMENT.
X, CHANGES TO WSI SERVICES
WSI may at any time and without notice to Customer, preempt, substitute, add, or delete
programming services or aIIer data communications or the content of the Services. Such
actions shall not decrease Customer's ratas or constilute a breach on the part of WSI.
XI. APPLICABLE LAW; VENUE
This Agreemen1 is to be governed and interprated in accordance with the laws of the
Commonwealth of Massachusetts, without giving effect \0 the conflict of law provisions
thereof. If, during the term of this Agreement or any time after its termination, either WSI or
Customer commences suit, action or other legal proceeding against the other arising out of
or
in connection with this Agreement, the breach thereof or its termination. whether or not other
parties are also named \herein, the forum for the same. including but not limiled to the forum
of the trial, shall take place in accordance with this Section, Any action brought against WSI
shall be brought exdusively in the appropriate stata or federal courts located in the
Commonwealth of Massachusetts. Any action brought by WSI against Customer shall be
brought exclusively in \he appropriate state or federal courts of Custome(s residence or
.......
XIII. FORCE MAJEURE
WSI shall have no liability to Customer for failure to perform any of its obligations
hereunder or otherwise due to occurrences beyond its reasonable control, including,
but not limited to, strikes, riots, wars, fire, acts of God, ects In compliance of any law or
govemment regulation or acts of any third party not affiliated with WSI,
XIV, GENERAL
This Agreement contains the entire understanding of the parties and supersedes all
prior understandings, written or oral with respect to the subject metter hereof, No
walver, aUeration, or modification of any provision hereof shall be binding unless in
writing and signed by a duly authorized representative of WSI and the Customer. Trial
services, if any, ere for purposes of demonstratlon and evaluation only and the
Custome(s use is subject to the Terms and Conditions herein. The provisions of this
Agreement are for the benefit of the parties to the Agreement and not for the benefit of
any other parties. The Customer acknowledges thai WSI receives certain data
Included
in the WSI Services from third parties. and agrees that in the evant that receipt of such
deta by WSI is terminated for any reason, WSI reserves the right to terminate
transmission of such data and related products hereunder without further liability to the
Customer or WSI. Customer undarstands and agrees thet WSI may display certain
adwrlising within the Service and that this adwrlising is a condition of this Agreement
et the offered price,
XV. WAIVER OF JURY TRIAL
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THEIR RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION
OF THIS AGREEMENT OR THE EQUIPMENT OR SERVICES PROVIDED
HEREUNDER AND CONSENT TO A TRIAL BEFORE A JUDGE, SITTING WITHOUT
A JURY.
PaQe 2 of2
Upon Acceptance of T & c. Please Sign and Fax Entire Document To (978)428-8563