CONTRACT 6552 Vender AgreementAgreement No. 6552
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Quote Information
Quote Name El Segundo-1 Year-2 Module Created Date 2022-11-17
Quote Number 00000617 Expiration Date 2023-12-12
Created By Jennifer Schwartz
Executive Summary
SPIDR Tech was founded by former law enforcement officers to help law enforcement agencies leverage their own data to improve public
perception and increase efficiency by providing excellent customer service. Following extensive market research, we designed and built the
world's first comprehensive, customer service infrastructure for law enforcement with the goal of improving communication and transparency
between agency and community.
Overview of the Technology
The SPIDR Tech Platform is designed to incorporate relevant data from your agency's Records Management System (RMS) and/or Computer
Aided Dispatch (CAD) system to automatically generate and send customized text and email messages to victims of crime and reporting
parties. Subsequently, customers will receive mobile -friendly surveys comprised of questions chosen by your agency that can be utilized to
measure community trust and satisfaction.
The platform offered in this proposal is entirely Software -as -a -Service (SaaS) and requires no hardware to be installed locally with the agency.
The software can be accessed using any modern browser, such as Chrome, Firefox, Safari, and Edge.
Your agency can push data to the SPIDR Tech Platform via our Application Program Interface (API), or the SPIDR Tech deployment team can
read data from a server through a secure connection.
Agency Information
Contact Name Glenn Delmendo
Email gdelmendo@elsegundo.org
Quote Line Items
60.00 I SPIDR Platform: Insights Module
60.00SPIDR Platform: Investigations Module
Totals
Invoicing Notes: This contract represents subscription term from
12.13.2022 to 12.13.2023.
Subscription fee for one-year term. Includes:
Investigations Module and Insights Module. 60
sworn officer count.
Account Name
Contract Term
Quote Currency
Net Terms
Discount
Subtotal
Total Price
Grand Total
El Segundo Police Department (CA)
USD 99.00
USD 99.00
1 Year
USD
Net 30
0.00%
USD 11,880.00
USD 11,880.00
USD 11,880.00
USD 5,940.00
USD 5,940.00
TERM:
Agreement No. 6552
Please note: All pricing and discounts described in this Order Form are contingent upon Customer's execution and return of this Order Form no
later than the expiration date listed on page 1 of this proposal (unless countersigned by SPIDR Tech).
By signing below, each party acknowledges that it has carefully read and fully understood this Agreement, and each agrees to be bound by the
terms of the Agreement. The Agreement becomes effective upon the date of last signature (the "Effective Date"). The individuals signing this
Agreement represent that they have the authority to bind the respective parties to the terms of this Agreement.
SPIDR Tech, Inc.
Signature
Name: Anthony Carty
Title: Chief Financial Officer
Date signed; November 15, 2022
Subscription Agreement
Agency
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Title: CPR
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SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement') is made as of date of last signature above (the "Effective Date"), by and between SPIDR Tech
Inc., a Delaware corporation addressable at P.O. Box 3448, Manhattan Beach, CA, 90266 ("SPIDR Tech'), and the Customer identified in the
attached Sales Proposal. SPIDR Tech and Customer may be referred to as a "Party" herein and together as the "Parties." The Sales
Proposal executed by and between SPIDR Tech and the Customer (the "Sales Proposal") and the terms therein shall be deemed incorporated
herein.
WHEREAS, SPIDR Tech's proprietary systems, applications and related APIs permit police departments to gather, review and analyze data in
connection with law enforcement intelligence, officer productivity and related community engagement.
WHEREAS, Customer desires to access and use SPIDR Tech's proprietary system, and SPIDR Tech desires to provide such access, in
accordance with the terms and conditions herein;
NOW, THEREFORE, in consideration of the covenants set forth herein, SPIDR Tech and Customer hereby agree as follows:
1. Provision of the Service.
1.1 Provision Genp l . SPIDR Tech will provide Customer with access to SPIDR Tech's proprietary service for the modules specified in the
Sales Proposal (collectively the "Service") in accordance with the terms and conditions of this Agreement. In order to access and use the
Service, Customer is responsible at its own expense for obtaining its own Internet access, and any hardware and software required therefor.
)..:.. f!a. , f _R0fit;§. Subject to the terms and conditions of this Agreement, SPIDR Tech hereby grants to Customer a limited, non-exclusive,
non -transferable right to access and use the Service, solely for Customer's purposes during the Term. All rights not expressly granted to
Customer are reserved by SPIDR Tech and its licensors. There are no implied rights.
Customer shall not (and shall not allow any third party to): (a) use the Service for the benefit of any third party, or to develop
or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly
permitted herein; (b) permit any third party or individual to access or use the Service; (c) sell, distribute, rent, lease, service bureau, post, link,
disclose or provide access to the Service, directly or indirectly, to any third party; (d) alter, modify, debug, reverse engineer, decompile,
disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; or (e) use any
robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data -mining, harvesting, screen -scraping,
data aggregating or indexing of the Service. Customer shall keep all passwords and API Keys provided to it safe and secure, and shall be
responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify SPIDR Tech immediately of any
actual or suspected unauthorized use of its passwords or API keys for the Service, Without limiting any of its other rights or remedies, SPIDR
Tech reserves the right to suspend access to the Service if SPIDR Tech reasonably believes that Customer has materially violated the
restrictions and obligations in this Agreement (in which case, it shall provide Customer prompt written notice of such suspension).
d_Mpr IV eLn i n. Customer shall: (a) reasonably cooperate with SPIDR Tech in all matters relating to the Service; (b) respond
promptly to any SPIDR Tech request to provide information, approvals, authorizations or decisions that are reasonably necessary for SPIDR
Tech to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as SPIDR Tech may
reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.
2. SPIDR Tech Technology. In connection with providing the Service, SPIDR Tech and its licensors shall operate and support the hosted
environment used by SPIDR Tech to provide the Service, including the SPIDR Tech Technology, the server hardware, disk storage, firewall
protection, server operating systems, management programs, web server programs, documentation and all other technology or information so
used by SPIDR Tech. As used herein, "Fn R j,gbttrl" means all of SPIDR Tech's proprietary technology (including software,
hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material
or information) made available to Customer by SPIDR Tech in providing the Service.
3. Downtime. Subject to the terms and conditions of this Agreement, SPIDR Tech shall use commercially reasonable efforts to provide access
to the Service for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer agrees that from time
to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance
procedures or repairs which SPIDR Tech may undertake from time to time; or (iii) causes beyond the control of SPIDR Tech or which are not
reasonably foreseeable by SPIDR Tech, including interruption or failure of telecommunication or digital transmission links, hostile network
attacks or network congestion or other failures, or failures or issues experienced by the Hosting Contractors independent of and not related to
the Service or SPIDR Tech (collectively "Downtime"). SPIDR Tech shall use commercially reasonable efforts to provide twenty-four (24) hour
advance notice to Customer in the event of any scheduled Downtime. SPIDR Tech shall have no obligation during performance of such
operations to mirror Customer Data on any other server or to transfer Customer Data to any other server. SPIDR Tech shall use commercially
reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether
scheduled or not. Agreement No. 6552
4. Ownership. Customer acknowledges and agrees that as between SPIDR Tech and Customer, all right, title and interest in and to the
Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement
and assembly of information) and other content on or made available through the Service, other than Customer Data), the SPIDR Tech
Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or
associated therewith) are and shall remain owned by SPIDR Tech or its licensors, and this Agreement in no way conveys any right, title or
interest in the Service or the SPIDR Tech Technology other than a limited right to use the Service in accordance with the terms and conditions
herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not
remove any SPIDR Tech trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices)
from the Service.
5. Fees; Payments; Taxes.
5.1 Fees. In consideration of the provision of the Service hereunder, Customer shall pay SPIDR Tech the fees as set forth and the scheduled
laid out on the Sales Proposal.
5.2 Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any
kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, or Customer's access to the Service.
Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on SPIDR Tech's income), which may
be invoiced by SPIDR Tech from time -to -time.
53 Paypnent Y(bgd,. Customer shall make all payments hereunder, in US dollars, in the manner specified by SPIDR Tech, and without
deduction of any charges, taxes or other amounts.
4 tq y n' ; Customer shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible
under applicable law, calculated daily and compounded monthly. Customer shall reimburse SPIDR Tech for all costs and expenses, including
attorneys' fees, incurred in collecting any unpaid amounts owed by Customer hereunder.
6 Term; Termination,.
6.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue
for the period and in the manner set forth in the Sales Proposal. Either Party may terminate this Agreement by providing the other Party 30
days advance written notice of its desire to terminate. The entire term before termination is collectively referred to as the "Term" herein,
2 I_qL ra tarIi t Br tu. Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially
breaches this Agreement and does not cure such breach within 30 days after written notice thereof.
o LTr rxr�Lg.per?n�_$ rviiv 1 Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and
SPIDR Tech shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Any obligations that
have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other
provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 4 through 12.
7. Customer Data.
� 1 D ' . ri rW y. All data and information which the Customer inputs or provides to the Service (the "Customer Data") is stored in a private
and secure fashion (as regulated by CJIS requirements), and will not be used by SPIDR Tech except as permitted herein. Customer hereby
grants to SPIDR Tech a limited, non-exclusive, non -transferable, royalty -free right to use, reproduce, manipulate, display, transmit and
distribute the Customer Data solely in connection with providing the Service to Customer, and improving and developing the Service. In
addition, SPIDR Tech may analyze Customer Data, and data of other customers, to create aggregated or anonymized statistics or data that do
not identify Customer or any individual, and SPIDR Tech may during and after the Term use and disclose such statistics or data in its
discretion. Except as specified otherwise in this Agreement (including the Sales Proposal), Customer shall be solely responsible for providing,
updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer's sole responsibility. SPIDR Tech
shall operate the Service in a manner that provides reasonable information security for Customer Data, using commercially reasonable data
backup, security, and recovery protections (as regulated by CJIS requirements).
7 2 AddtitdBA t� _ c�Rt� bB"Cp iss. Customer is solely responsible for all Customer Data. SPIDR Tech does not guarantee the
accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to SPIDR Tech any Customer Data
that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to SPIDR Tech any Customer Data that
Customer does not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any
Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to
SPIDR Tech any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the
functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the Service or servers or
networks connected to the Service; (f) upload or otherwise make available to SPIDR Tech any Customer Data that constitutes protected health
information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards issued thereunder; or (g)
violate any applicable law, rule or regulation, including those regarding the export of technical data.
8. Representations and Warranties; Disclaimer.
J, t" m r,.4 B,ePnS tip n arrarltipa. Each Party hereby represents and warrants to the other Party that: (a) it is a corporation,
company or other entity (as applicable) duly organized, validly existing and in good standing in its jurisdiction of organization; (b) its execution,
delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part; (c) the
provisions set forth in this Agreement constitute legal, valid, and binding obligations of such Party enforceable against such Party in
accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally; and (d) its execution, delivery
and performance of this Agreement do not and will not conflict with, result in a breach of, constitute a default under, or require the consent of
any third party under, any agreement or other obligation to which such Party is subject.
?g Uldlod � rant . SPIDR Tech warrants that it will provide the Service in a competent and workmanlike manner. SPIDR
Tech does not warrant that it will be able to correct all reported defects or that use of the Service will be uninterrupted or error free. SPIDR
Tech makes no warranty regarding features or services provided by any third parties, SPIDR Tech retains the right to modify its services and
the SPIDR Tech Technology in its sole discretion; provided that doing so does not have a material adverse impact on the Service hereunder.
Customer's sole remedy for SPIDR Tech's breach of the warranty in this paragraph shall be that SPIDR Tech shall remedy the applicable
error, or if SPIDR Tech is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the fees paid for the Service
for the 6-month period immediately prior to when the breach of warranty occurred.
8 3 Discl,a,i,mer, EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8.1-8.2 ABOVE, SPIDR TECH MAKES NO
REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH
RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL
ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED FROM THE SERVICE.
9 Limitations of Liability. A_ weement No. 6552
r CLaj1) ,g gn. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPIDR TECH'S TOTAL LIABILITY -FOR ALL DAMAGES ARISING
OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SPIDR TECH UNDER THIS AGREEMENT
DURING THE PRIOR 6 MONTHS.
= °lirn rw Crdirft (,,o,g,ges. EXCEPT FOR (A) CUSTOMER'S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER, (B) ITS
INDEMNIFICATION OBLIGATIONS OR (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR
RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT,
WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
„3.:J _c fIT4,gtc.Ra t ain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE A
FUNDAMENTAL BASIS OF THE BARGAIN, THAT SPIDR TECH HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE
PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.
10. Indemnification.
1 1 rPLQ T%Lh Indey��n_fic 4i SPIDR Tech shall defend, indemnify and hold harmless Customer and its directors, officers, employees and
agents (", a IcaITarruerrrr load r�n'ofier Part"e.s°') from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities
and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims') to the extent based on any claim that the Service
infringes, misappropriates or otherwise violates (collectively, "Infringes') any third party intellectual property or proprietary right (excluding
patents).
"1.0.2 Customer gp1�X'eo ad.�a����n. Customer shall defend, indemnify and hold harmless SPIDR Tech and its directors, officers, employees,
agents and providers ("SPI( TechdAL11L(iqd_ltj") from and against any Claims to the extent based on any claim that the Customer
Data Infringes any third party intellectual property or proprietary right (excluding patents).
0 gnd rfl.01 i atir ri Pir s ,. As conditions of the indemnification obligations in Sections 10.1-10.2 above: (a) the applicable Customer
Indemnified Party or SPIDR Tech Indemnified Party (the "Indemnitee") will provide the indemnifying Party (the "Indemnitor') with prompt written
notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor's indemnification
obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of
such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor's evaluation, defense and
settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other Party. The Indemnitor
shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not
unreasonably withheld).
10.4 Exclusions. SPIDR Tech's obligations in Section 10.1 above shall not apply to any Claim to the extent arising from or relating to (a)
misuse of the Service (including any use not strictly in accordance with the documentation therefor, SPIDR Tech's instructions, and this
Agreement), (b) any modification, alteration or conversion of the Service not created or approved in writing by SPIDR Tech, (c) any
combination of the Service with any computer, hardware, software or service not provided by SPIDR Tech, (d) SPIDR Tech's compliance with
specifications or other requirements of Customer, or (e) any third party data or Customer Data. If the Service is or may be subject to a Claim
of Infringement described in Section 10.1 above, SPIDR Tech may, at its cost and sole discretion: (i) obtain the right for Customer to continue
using the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes non -Infringing without substantially
compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to
Customer any pre -paid fees for the Service associated with the then -remaining Term. SPIDR Tech's obligations in this Section 10 shall be
SPIDR Tech's sole obligations, and Customer's sole remedies, in the event of any Infringement of intellectual property or proprietary rights by
or related to the Service.
11. Confidentiality.
11.1 Defiparpio0 "�nfrff ,j V Irwfgrrr� fi�� rr �,°' means information that is disclosed by either Party (the k gal Par°� ;') to the other Party (the "
eae'pup-fir"') hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the
circumstances, should reasonably be treated as confidential, except that "Confidential Information" shall not include any information that (a) is
or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the
Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving
Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without
restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of
both Parties; and (ii) the Service and SPIDR Tech Technology shall be deemed Confidential Information of SPIDR Tech, regardless of whether
or not they are labeled or identified, or would reasonably be considered confidential.
)m,IT GAL
_q R,- Yf9ggations. Each Party agrees that it will during the Term and thereafter (a) not disclose the other Party's Confidential
Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party's Confidential Information
only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party's
Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for
purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 11;
and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its
own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph
shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or
regulation (including a court order or other government order) or the rules and regulations of the SEC or any national securities exchange;
provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates
with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a
Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other
sources of financing, investors or acquirors; provided that such third parties are bound by confidentiality obligations offering substantially
similar protection to those in this Section 11 (provided further that such third parties are only permitted to use such information for the purpose
of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable).
113_,g?rrpsf,frga;(,(41.. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party,
or destroy or erase, the Disclosing Party's Confidential Information in tangible form, upon the termination of this Agreement; provided that (a)
Receiving Party may retain a copy of Disclosing Party's Confidential Information solely for the purposes of tracking Receiving Party's rights and
obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party's Confidential Information solely to the
extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c)
Receiving Party may retain Disclosing Party's Confidential Information solely to the extent reasonably necessary for Receiving Party to
exercise rights or perform obligations under this Agreement that survive such termination.
11.4 Feedback, Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides SPIDR Tech
with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, "Feedback'), the
Feedback shall not be considered Confidential Information of Customer, and SPIDR Tech shall be free to uAgofi ,@M New&%2oit
in any manner, the Feedback for any purpose.
12. Miscellaneous.
12,1 C`cw [lance with —Laws. Each Party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.
1 �.2 Hostlnc ProvidQrs. Customer acknowledges that the Service is hosted by third party hosting providers (the "Hosting Contractors").
SPIDR Tech may change its Hosting Contractors at any time. Customer's use of the Service is subject to any applicable restrictions imposed
by the Hosting Contractors. Notwithstanding any other provision of this Agreement, SPIDR Tech shall not be liable for any problems, failures,
defects or errors with the Service to the extent caused by the Hosting Contractors. Customer acknowledges that the fees payable for the
Service reflect the fact that SPIDR Tech is not responsible for the acts and omissions of the Hosting Contractors.
12.3 Assi4nment. Customer may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement,
without the prior written consent of SPIDR Tech. SPIDR Tech may freely assign this Agreement, or assign any of its rights or delegate any of
its obligations under this Agreement. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement
will bind and inure to the benefit of each Party's successor and permitted assigns.
12.4 Entire Agreement Amendment. This Agreement (including the Sales Proposal attached hereto) contains the complete understanding and
agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or
understandings, oral or written, with respect thereto, No pre-printed terms on any purchase order, invoice or similar document issued in
relation to this Agreement shall have any effect on the Parties or this Agreement. This Agreement may be amended or modified only by an
express written agreement signed by duly authorized representatives of both Parties.
12.5 Notices. Unless otherwise specifically provided herein, all notices required or permitted by this Agreement shall be in writing and may be
delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, to the addresses provided in the
Sales Proposal.
12. P'ITrc,AOEj�u, SPIDR Tech shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this
Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay is caused by or
results from any act, circumstance or other cause beyond the reasonable control of SPIDR Tech, including acts of God, flood, fire, earthquake,
explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest,
national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's
workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components,
telecommunication breakdown, or power outage.
12.7 Publicity,. SPIDR Tech shall have the right to use Customer's name and logo on client lists published on SPIDR Tech's website and in
marketing materials. SPIDR Tech may announce the relationship hereunder in a press release provided that SPIDR Tech obtains Customer's
prior approval of the wording of the release (not to be unreasonably withheld).
12.8 Choice of Law. This Agreement is and will be governed by and construed under the laws of California USA, without giving effect to any
conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. The Parties hereby consent to the
jurisdiction of any federal or state court located in the state of California for any claim or other proceeding related to this Agreement or their
activities hereunder, and waive any objections of improper venue or inconvenient forum,
1 gj,pagfiye Relief. Each Party acknowledges that its breach of any intellectual property or confidentiality obligations or restrictions herein
(including any limitations or restrictions on use of the Service) will cause substantial harm to the other Party that could not be remedied by
payment of damages alone. Accordingly, the other Party will be entitled to seek preliminary, temporary and permanent injunctive relief, and
other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction.
1n2 11 Igj a�Wcaslr:rf Rhn_,mParii,; The relationship between the Parties is that of independent contractors. Nothing contained in this
Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship
between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever,
12.11 Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitly set forth in writing and signed by
such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may
be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.
q,rAW&If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other
jurisdiction.
I'l Headings, . Headings are provided for convenience only and will not be used to interpret the substance of this Agreement.
Unless the intent is expressly otherwise in specific instances, use of the words "include," "includes," or "including" in this Agreement shall not
be limiting and "or" shall not be exclusive.
1'.2.14 Courite rgarts. This Agreement may be executed in two counterparts (which may be delivered by .pdf or other facsimile format
acceptable to the Parties), each of which shall be an original and both of which taken together shall form one agreement.
DocuSign Envelope ID: 4720E7DD-0E30-455E-6662-B1E61F3ADF53 Agreement No. 6552
ADDITIONAL TERMS FOR SPIDR AGREEMENT:
1. INDEMNIFICATION. SPIDR agrees to the following:
A. SPIDR indemnifies and holds City harmless from and against any claim, action, damages, costs
(including, without limitation, attorney's fees), injuries, or liability, arising out of SPIDR Tech's
negligent performance or willful misconduct, except for such loss or damage arising from City's
sole negligence or willful misconduct. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless or not, arising out of
SPIDR Tech's negligent performance or willful misconduct SPIDR will defend City (at City's
request and with counsel satisfactory to City) and will indemnify City for any judgment rendered
against it or any sums paid out in settlement or otherwise.
B. Intellectual Property Infringement. Notwithstanding any provision to the contrary, SPIDR will,
at its own expense, indemnify and defend City against any claim that SPIDR's services or work
product furnished under this Agreement infringes a patent or copyright in the United States or
Puerto Rico. In such event, SPIDR will pay all costs damages and attorney's fees that a court
finally awards as a result of such claim. To qualify for such defense and payment, City must (a)
give SPIDR prompt written notice of any such claim; and (b) allow SPIDR to control, and fully
cooperate with SPIDR in the defense and all related settlement negotiations. City agrees that if
the use of SPIDR's services or work product becomes, or SPIDR believes is likely to become,
the subject of such an intellectual property claim, City will permit SPIDR, at its option and
expense, either to secure the right for City to continue using SPIDR's services and work product
or to replace it with comparable services and work product.
C. For purposes of this section "City" includes the City of El Segundo and its elected and appointed
officials, officers, employees, and volunteers.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of
this Agreement.
2. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is
effective, SPIDR will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $1,000,000
Technology Errors $1,000,000
and Omissions Liability
Cyber Liability $1,000,000
Privacy Liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form
DocuSign Envelope ID: 4720UDD-000-455E-I31362-I31E61F3ADF53
Agreement No. 6552
No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single
limit per occurrence for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name City, its officials, and employees as
"additional insureds" under said insurance coverage and to state that such insurance will be
deemed "primary" such that any other insurance that may be carried by City will be excess
thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be
cancelable or subject to reduction except upon thirty (30) days prior written notice to City.
C„ Technology Errors and Omissions Liability Insurance will cover all third party claims arising out
of any act, error, omission or breach of contract provision of SPIDR's technology services,
including loss arising from destruction of data, in the amount set forth above per occurrence.
D. Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating
from or passed through your computer system or a cloud provider's system into Client's systems
in the amount set forth above per occurrence. Such insurance may be on a "claims made" basis.
E. Privacy Liability Insurance to cover all security breach and notification cost resulting in actual or
suspected loss of personal information or any other records considered confidential for the City's
data located on service providers servers or on a cloud computing provider's system in the
amount set forth above per occurrence.
F. Each such liability policy shall name the City of El Segundo as an Additional Insured for such
liability of the City, and each such first -party shall name the City as a Loss Payee. SPIDR will
furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the
insurance required under this Agreement and such other evidence of insurance or copies of
policies as may be reasonably required by City from time to time. Insurance must be placed with
insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
G. Should SPIDR, for any reason, fail to obtain and maintain the insurance required by this
Agreement, City may obtain such coverage at SPIDR's expense and deduct the cost of such
insurance from payments due to SPIDR under this Agreement or terminate.
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DocuSign Envelope ID: 4720E7DD-0E30-455E-131362-I31E61F3ADF53
Agreement No. 6552
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first
hereinabove written.
CITY OF EL SEGI INDO
�I
Chief of Police
ATT 'S
At, --
Tracy Weaver, -
City Clerk
APPROVED AS TO FORM:
Mark Hensley,
City t rney
insuran Approval:
Hank , k Manager
SPIDR TECH, INC
Docu Wgned by:
Ant ony arty,
Chief Financial Officer