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EI Segundo 5 Year BodyWorn Deal - 2017-5-29
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Year 1
Item Description Price Qty Ext. Price
BodyWorn Only-75 Officers
BW-HB-2001 HD Body Camera,1 Vest Carriers and 2 Duty Shirts,BlueTooth $500.00 56 $28,000.00
BW-UP-2001 Unlimited Pro Plan BodyWorn 1 Year-AVaiLWeb and SmartRedaction $900.00 56 $50,400.00
SaaS,Training and Configuration,Warranty and Technical Support
with Unlimited Video Storage and Download
BodyWorn,InCar Video and Communications-5 Motorcycles
RIOT-HB-2001 HD In-Car Video and DVR with Front and Rear Camera and Range $1,000.00 5 $5,000.00
boosting Antenna Installation Fee,HD Body Camera,1 Vest Carriers
and 2 Duty shirts, Bluetooth(Must be purchased with BWRIOT-UP-
2005 Bundle)
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 5 $9,600.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
BodyWorn,InCar Video and Communications-13 Patrol Vehicles and
1 Animal Control Vehicle
RIOT-HB-2001 HD In-Car Video and DVR with Front and Rear Camera and Range $1,000.00 14 $14,000.00
boosting Antenna Installation Fee, HD Body Camera,1 Vest Carriers
and 2 Duty shirts,Bluetooth(Must be purchased with BWRIOT-UP-
2005 Bundle)
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 14 $26,880.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
RIOT-TB-102 Rocket IoTTM 8"Tablet $800.00 14 $11,200.00
Additional Equipment
RIOT-SWP-2001 Yard SmartWay Point-Yard router for high speed video/media $4,995.00 1 $4,995.00
upload
Spares-Included at No Cost
RIOT-TB-102 Rocket IoTTM 8"Tablet-Spare $0.00 1 $0.00
BODY-H-102 BodyWorn Bluetooth Controller-Spare $0.00 5 $0.00
BW-HB-2001 HD Body Camera-Spare $0.00 2 $0.00
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Year 1
Item Description Price Qty Ext. Price
INSTALL Custom Installation to include setup of GeoFences for the County, $0.00 1 $0.00
City,Wards and Beats to facilitate reporting;Customized BWC and
Unit names
Year 2
Item Description Price Qty Ext. Price
BodyWorn Only-75 Officers
BW-UP-2001 Unlimited Pro Plan BodyWorn 1 Year-AVaiLWeb and SmartRedaction $900.00 56 $50,400.00
SaaS,Training and Configuration,Warranty and Technical Support
with Unlimited Video Storage and Download
BodyWorn,InCar Video and Communications-5 Motorcycles
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 5 $9,600.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
BodyWorn,InCar Video and Communications-13 Patrol Vehicles and
1 Animal Control Vehicle
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00, 14 $26,880.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
Year 3
Item Description Price Qty Ext.Price
BodyWorn Only-75 Officers
BW-UP-2001 Unlimited Pro Plan BodyWorn 1 Year-AVaiLWeb and SmartRedaction $900.00 56 $50,400.00
SaaS,Training and Configuration,Warranty and Technical Support
with Unlimited Video Storage and Download
BodyWorn,InCar Video and Communications-5 Motorcycles
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Year 3
Item Description Price Qty Ext. Price
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 5 $9,600.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
BodyWorn,InCar Video and Communications-13 Patrol Vehicles and
1 Animal Control Vehicle
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 14 $26,880.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
Year 4
Item Description Price Qty Ext. Price
BodyWorn Only-75 Officers
BW-UP-2001 Unlimited Pro Plan BodyWorn 1 Year-AVaiLWeb and SmartRedaction $900.00 56 $50,400.00
SaaS,Training and Configuration,Warranty and Technical Support
with Unlimited Video Storage and Download
BodyWorn,InCar Video and Communications-5 Motorcycles
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 5 $9,600.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
BodyWorn,InCar Video and Communications-13 Patrol Vehicles and
1 Animal Control Vehicle
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 14 $26,880.00
BodyWorn Video)AVaiLWeb and SmartRedaction SaaS,Training and
configuration,Warranty and Technical Support with Unlimited Video
Storage and Download
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Item Description Price Qty Ext. Price
BodyWorn Only-75 Officers
BW-UP-2001 Unlimited Pro Plan BodyWorn 1 Year-AVaiLWeb and SmartRedaction $900.00 56 $50,400.00
SaaS,Training and Configuration,Warranty and Technical Support
with Unlimited Video Storage and Download
BodyWorn,InCar Video and Communications-5 Motorcycles
BWRIOT-UP-2001 Unlimited Pro Plan Fleet and BodyWorn 1 Years(In-Car Video and $1,920.00 5 $9,600.00
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Storage and Download
BodyWorn,InCar Video and Communications-13 Patrol Vehicles and
1 Animal Control Vehicle
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EI Segundo 5 Year BodyWorn Deal - 2017-5-29
Prq.)a red L)y; IPrepalred for, Quote finformU 9,Jow
Pileum Corporation EI Segundo Police Department Quote#:034742
Sonny Beneke 348 Main Street Version:5
601-863-0307 EI Segundo,CA 90245
Delivery Date:05/29/2018
Fax 601-510-9718 Bob Turnbull Expiration Date:06/29/2018
sonnybeneke@pileum.com rturnbull@elsegundo.org
(310)524-2250
Quote Summary
Description Amount
Year 1
$248,797.50
Year 2 $62,199.38
Year 3 $62,199.38
Year 4
$62,199.38
Year 5
$62,199.36
'I aIaL $497,595.00
Taxes,shig.. n , handling a d,o her fees may apply. We reserve the right to cancel orders arising from pricing or other errors.
Signature ""� Date
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Payment Terms
. Year 1 — $223,917.75 Due Upon Receipt of All Hardware. $12,439.88 Due Upon
Receipt Upon Installation, Training, Configuration. $12,439.87 Due Upon Final
Acceptance and Approval.
. Year 2 — Full amount of $62,199.38 due upon mutually agreed upon anniversary date.
Year 3 — Full amount of $62,199.38 due upon mutually agreed upon anniversary date.
. Year 4 — Full amount of $62,199.38 due upon mutually agreed upon anniversary date.
. Year 5 — Full amount of $62,199.36 due upon mutually agreed upon anniversary date.
Once order has been submitted and processed by Pileum Corporation, a restocking fee
may apply if customer decides to cancel the order. Please note that this document is a
sales quotation and not an invoice. An invoice will be sent upon delivery of items and/or
services orde e . Payment is due upon receipt of invoice. A 1% per month interest
charge begi t 30 d ys.
Signature:
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Printed Name: 60 ''° ('�14
Title: C l Y-y fY�ANAi
Date: —fo— & f
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Terms and Conditions - Revised
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T-L CONTRACT
This Sales Contract (hereinafter Agreement) is entered into by and among Pileum Corporation (hereinafter
SELLER), Utility Associates Inc. (hereinafter MANUFACTURER) and the City of El Segundo, California
(hereinafter BUYER). The Terms and Conditions and order information set forth in this document or
incorporated by reference and any modification made pursuant to it shall constitute the complete and exclusive
written expression of the terms and conditions of the agreement between the parties, and supersedes all prior or
contemporaneous proposals (oral or written), understandings, representations, conditions, warranties, covenants,
and all other communications between the parties relating to the subject matter of this contract. The terms and
conditions of this Agreement as set out herein may not in any way be explained or supplemented by a prior or
existing course of dealings between the parties by any usage of trade or custom, or by any prior performance
between the parties pursuant to this contract or otherwise and may not be modified in any way by any
subsequent orders, proposals, acknowledgments, or other communications which relate to said order, unless
specifically agreed in writing by BUYER, SELLER and MANUFACTURER.Neither SELLER nor
MANUFACTURER is responsible for typographical errors made in any of its publications, or for stenographic
or clerical errors made in preparation of quotations, acknowledgments, or specifications. All such errors are
subject to correction. All prices are based on the quantity and delivery shown on the quotation or
acknowledgment.
T-2. LIMITED WARRANTY
Products sold by SELLER pursuant to this Agreement have been manufactured by MANUFACTURER and
accordingly are warranted by MANUFACTURER at time of shipment to be free from defects in material and
workmanship under normal use and service. This warranty is only applicable to any of MANUFACTURER's
products which BUYER returns to MANUFACTURER within one (1)year from the date of initial delivery, and
which MANUFACTURER determines to be defective within the terms of this warranty. Products are warranted
by MANUFACTURER at time of shipment to be free from defects in material and workmanship under normal
use and service. MANUFACTURER'S obligations, with respect to such applicable warranty returns, are limited
to repair, replacement, or refund of the purchase price actually paid for the product, at MANUFACTURER's
sole option. MANUFACTURER shall bear round-trip shipment costs of defective Items found to be covered by
this warranty. Defective Products or parts thereof may be replaced with either new, factory refurbished, or
remanufactured parts. Defective parts, which have been replaced, shall become the MANUFACTURER's
property. This warranty does not extend to any MANUFACTURER product which has been subjected to
misuse, neglect, accident, improper installation, or a use for purposes not included or not in accordance with
operational maintenance procedures and instructions furnished by MANUFACTURER, or which has been
repaired or altered by BUYER or persons other than MANUFACTURER or which has been damaged by
secondary causes, including but not limited to, improper voltages, adverse environment conditions, improper
signals, or products which have had their serial number or any part thereof altered, defaced, or removed.
MANUFACTURER liability does not cover normal wear and tear or deterioration. THE FOREGOING
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
WRITTEN, EXPRESS, IMPLIED OR STATUTORY WARRANTIES. IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND DESIGN WARRANTIES
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T-3. LIMITATION OF LIABILITY
IN NO EVENT WILL SELLER OR MANUFACTURER BE LIABLE FOR ANY SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING
FROM LOSS OF PROFIT OR REVENUE, INSTALLATION OR REMOVAL COSTS OR COSTS OF
SUBSTITUTE PRODUCTS.
T-4. DELIVERY
The shipment date set out herein is SELLER's best estimate of the time material will be shipped from
MANUFACTURER, and neither SELLER nor MANUFACTURER assumes any liability for loss, damage, or
consequential damages due to delays for any reason. In no way shall SELLER be bound to a firm shipment or
delivery date, regardless of the wording in the BUYER's order, except if expressly agreed to in writing by
SELLER.
T-5. SHIPMENTS
All shipments are F.O.B. MANUFACTURER's warehouse. SELLER assumes no liability for loss, delay,
breakage, or damage after delivering packaged products in good order to the carrier. All risks of loss transfer to
the BUYER upon delivery of the goods to the carrier at the F.O.B. point. All transportation and shipment costs
are the sole liability of the BUYER.
T-6. ACCEPTANCE
Final acceptance or rejection of the goods to the contractual requirements shall be at MANUFACTURER's
warehouse in accordance with MANUFACTURER's standard acceptance procedure within thirty (30) days after
written notice to BUYER of acceptance test schedule. Title shall pass to the BUYER upon acceptance of each
line item at MANUFACTURER's warehouse. Upon acceptance of each unit of goods, BUYER waives any right
to revoke such acceptance for any reason, whether known or unknown to BUYER at the time of acceptance.
BUYER's sole and exclusive remedy regarding any defect or nonconformance becoming apparent in the goods
after such acceptance shall be as set out in Clause T-2 hereof entitled WARRANTY.
T-7. FORCE MAJEURE
In no event shall SELLER or MANUFACTURER be liable for any losses or damages (including incidental or
consequential damages), delays or defaults occasioned by: (1) acts of God or of a public enemy, (2) acts of the
United States or any state or political subdivision thereof, (3) fires, floods, explosions or other catastrophes, (4)
epidemics and quarantine restrictions, (5) strikes, slowdowns or labor stoppages of any kind, (6) freight
embargoes, (7) unusually severe weather(8) delays of a supplier, or(9) causes beyond the control of SELLER
or MANUFACTURER.
T-8. TERMINATION
In the event of termination of all or any part of the order by BUYER or SELLER prior to completion of
performance hereunder, SELLER shall be entitled to the amount owed as of the date of termination, which is
calculated based on the total project value less the pro-rated amount to be refunded. The amount refunded is
calculated as a percentage of time remaining on the original contract.
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T-9. PATENTS, TRADEMARKS, AND COPYRIGHTS
None of the MANUFACTURER's patent, trademark, copyright, or trade secret rights is transferred to BUYER
other than the right to use products manufactured by MANUFACTURER and supplied by Seller in the normal
course of its business.
T-10. BUYER'S DATA
BUYER agrees that all data furnished in conjunction with its order together with any information furnished
orally shall be free from proprietary or confidentiality restriction except as otherwise agreed in writing by
SELLER.
T-11. PRICE, QUANTITY AND TAXES
The prices and quantities set out herein represent the quantity information contained in BUYER's order to
SELLER, and SELLER's agreed-to-price therefore, and shall be controlling. In case of dispute, both parties shall
in good faith seek to reach agreement in accord with the original agreed-to-order. BUYER agrees to pay all
applicable federal, state and local revenue, excise, sales, use or similar taxes. BUYER, at SELLER's discretion,
shall provide SELLER with a suitable tax-exempt certificate acceptable to the taxing authorities.
T-12. CHANGES
Any changes by BUYER relating to the work to be performed, method of shipment or packing, schedule, or
place of delivery must be made by written order to SELLER. If such changes cause an increase or decrease in
the cost of performance or in the time required for performance, SELLER shall be entitled to an equitable
adjustment and the contract shall be modified accordingly prior to implementation of the change.
T-13. TERMS OF PAYMENT
Payment is due thirty (30) days from the date of shipment, contingent upon credit approval, unless otherwise
specified on the invoice. Each shipment shall be considered a separate and independent transaction and therefore
payment shall be made accordingly without any setoff. If shipments are delayed by or at the request of BUYER,
Amounts outstanding and unpaid beyond the time specified in these terms may, at the sole discretion of the
SELLER, accrue interest at 1.5%per month for the duration of the unpaid balance. Orders for custom or special
products and/or services are irrevocable and may require advance payment. Failure of BUYER to make
payments shall be grounds for SELLER to delay shipment,place the BUYER on Credit Hold or terminate the
contract in whole or in part.
T-14. LETTER OF CREDIT
SELLER shall not be obligated to provide a letter of credit or other form of contract guarantee for payments
received prior to final delivery.
T-15. ASSIGNMENT
Neither this contract nor any interest herein may be assigned by BUYER, either voluntarily or by operation of
law without the prior written consent of SELLER.No consent shall be deemed to relieve BUYER of its
obligations to fully comply with the requirements hereof. SELLER may, without BUYER's consent, assign any
monies due or to become due hereunder.
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T-16. JURISDICTION
This contract shall be governed by and construed according to the Laws of the State of California, and exclusive
jurisdiction and venue shall lie in the courts of the State of California.
T-17. MERCHANDISE AND CLAIM TERMS
Orders cancelled by BUYER will be subject to a cancellation charge not to exceed 20% of the value of the
cancelled order, at SELLER's discretion.
T-18. RETURNED GOODS
No merchandise will be accepted for return without written authorization. All returns must be unused,
undamaged, in the original factory carton, and accompanied by a "Return Material Authorization" (RMA)
number and a copy of the SELLER invoice. Restocking charges apply to returned goods depending upon the
circumstances of return and condition of product. All returned goods must be shipped prepaid, insured, and
properly packed and the RMA number must be referenced on all correspondence and must be visible on the
exterior of the carton.
T-19. GENERAL
MANUFACTURER reserves the right to make changes in design, at any time, without incurring any obligations
to provide same on units previously purchased or to continue to supply obsolete units or parts. The invalidity in
whole or in part of any provision of this Agreement shall not affect the validity of other provisions. The failure
of either party to insist, in any one or more instances, upon the performance of any term or terms of this order
shall not be construed as a waiver or relinquishment of that party's right to such performance or to future
performance of such a term or terms, and the other party's obligation in respect hereto shall continue in full force
and effect.
SELLER specifically rejects and objects to BUYER issuance of any unilateral order not in full compliance and
agreement with these SELLER Terms and Conditions of Sale, except if expressly agreed to in writing by
SELLER.
T-20. INSPECTION OF PRODUCTS.
The products furnished must be as specified in the attached Quote provided by SELLER, free from all defects in
MANUFACTURER's design, workmanship, and materials, and, except as otherwise provided, is subject to
inspection and test by BUYER at all times and places. If, before final acceptance, any product is found to be
incomplete, or not as specified, BUYER may reject it, require SELLER to correct it without charge, or require
delivery of such product at a reduction in price that is equitable under the circumstances. If SELLER is unable or
refuses to correct such items within a time deemed reasonable by BUYER, BUYER may terminate this
Agreement in whole or in part. SELLER bears all risks as to rejected Purchases and, in addition to any costs for
which SELLER may become liable to BUYER under other provisions of this Agreement, must reimburse
BUYER for all transportation costs, other related costs incurred, or payments to SELLER in accordance with the
terms of this Agreement for unaccepted Purchases.Notwithstanding BUYER's acceptance of any product,
SELLER and MANUFACTURER are liable for latent defects, fraud, or such gross mistakes as constitute fraud.
T-21. INSURANCE.
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A. Before commencing performance under this Agreement, and at all other times this Agreement is effective,
SELLER 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: $2,000,000
B. Before SELLER commences performance under this Agreement, and at all other times this Agreement is
effective, MANUFACTURER 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
Professional Liability: $1,000,000 (for MANUFACTURER)
Workers compensation: Statutory requirement(for MANUFACTURER)
C. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00
01 11 85 or 88, or equivalent. 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 BUYER, 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 BUYER will be excess thereto. BUYER's additional insured status will apply with respect to liability
and defense of suits arising out of SELLER's acts or omissions. 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 BUYER.
D. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims
made" basis if not available. When coverage is provided on a "claims made basis," MANUFACTURER will
continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated.
Such insurance will have the same coverage and limits as the policy that was in effect during the term of this
Agreement, and will cover MANUFACTURER for all claims made by BUYER arising out of any errors or
omissions of MANUFACTURER, or its officers, employees or agents during the time this Agreement was in
effect.
E. SELLER will furnish to BUYER valid Certificates of Insurance evidencing maintenance of the insurance
required to be maintained by SELLER under this Agreement, a copy of an Additional Insured endorsement
confirming BUYER has been given Insured status under the SELLER's General Liability policy, and such other
evidence of insurance or copies of policies as may be reasonably required by BUYER 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."
F. Should SELLER, for any reason, fail to obtain and maintain the insurance required by this Agreement,
BUYER may obtain such coverage at SELLER's expense and deduct the cost of such insurance from payments
due to SELLER under this Agreement or terminate the Agreement.
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T-22. INTERPRETATION.
This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los Angeles County.
T-23. INDEMNITY OF PRODUCT.
Subject to Clause T-3, SELLER agrees to protect, defend, indemnify and hold BUYER harmless from all
claims, losses, damages, and expenses,which may be asserted against or incurred by BUYER, including, but not
limited to, those resulting from injuries to any person or damage to any property, caused in any manner by act or
failure to act of SELLER in connection with the sale of goods pursuant to this Agreement. Subject to Clause T-
3, MANUFACTURER agrees to protect, defend, indemnify and hold BUYER harmless from all claims, losses,
damages, and expenses, which may be asserted against or incurred by BUYER, including, but not limited to,
those resulting from injuries to any person or damage to any property, caused in any manner by act or failure to
act of MANUFACTURER in connection with the furnishing of goods pursuant to this Agreement, or because of
any imperfection or defect in said goods, or based upon any claim of product liability or strict liability in tort, or
because of the failure or such goods to be in accordance with the description of such goods as may appear in any
catalog, analytical information report or other technical bulletin as is furnished or utilized by BUYER or because
of the failure of such goods to be produced in compliance with the requirements of this Agreement.
Notwithstanding anything to the contrary in this Agreement, neither MANUFACTURER nor SELLER is
obligated to protect, defend, indemnify or hold BUYER harmless from any claim (whether direct or indirect) if
such claim or corresponding losses, damages and expenses arise out of or result from, in whole or in part,
BUYER's (a) negligence or more culpable act or omission, (b) failure to comply with any of its obligations set
forth its obligations set forth in this Agreement, or(c) use of products sold pursuant to the terms of this
Agreement in any manner not otherwise authorized under this Agreement or in a manner that does not materially
conform with the then-current usage instructions/guidelines/specification provided by MANUFACTURER.
Neither SELLER nor MANUFACTURER is obligated to reimburse BUYER under this paragraph for any
losses, damages or expenses that exceed, in the aggregate, the total amount paid by BUYER to SELLER under
this Agreement during the period preceding the event giving rise to the indemnification claim.
T-24. INCORPORATION OF ADDITIONAL TERMS AND CONDITIONS.
The parties acknowledged that BUYER and MANUFACTURER are entering into the attached service
agreement. The attached service agreement is a condition to the parties entering into this Agreement. There are
no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will
bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
Page 13 of 25
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written
Pileurn Corporation Utility Inc.
Signature: I� . �EnGI�E signature.
Printed Name: Jill Beneke Printed Name: Chris Lindenau
Title: CEO Title: CRO
Date: 6/1/20118 , Date: 6/4/2018
CitV of EI Sequnda
Signature:
Printed Name:
Title: CA, t'4'�'f.- r✓
Date: 11
ATTEST:
Signature:
Printed Name:
Title: g >/
Date: > r Z)
APPROVED 770RM:
-6,Signature:
Printed Name: David King
Title: Assistant City Attorney
Date: June 5, 2018
Signature:
Printed Name: • els `�
Title: Q..
Date: tl
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Attachment A - Service Agreement
Introduction
This service agreement describes the levels of service that (the client)will receive from Utility (the supplier).
Purpose
The client depends on IT equipment, software and services (the IT system) that are provided, maintained and supported
by the supplier. Some of these items are of critical importance to the business.
This service agreement sets out what levels of availability and support the client is guaranteed to receive for specific parts
of the IT system.
This Service Agreement forms an important part of the contract between the client and the supplier. It aims to enable the
two parties to work together effectively.
SCOPE
Parties
This agreement is between:
The client: The supplier:
EI Segundo Police Department ,Utility Associates Inc.
348 Main St, EI Segundo, CA 90245 250 E. Ponce De Leon Avenue
(310) 524-2200 Decatur, GA 30030
Key Contact: Key Contact:
Ray Garcia Chris Lindenau
(Office 310-524-2260 Cell: (770) 500-2494
Cell 310-629-7092 crl@utility.com
rgarcia@elsegundo.org
Dates and Reviews
This agreement begins on the Effective Date of the agreement, which is the date of signature by the Client of this proposal
and will run for the term of the agreement plus any extensions of such agreement.
It may be reviewed at any point, by mutual agreement. It may also be reviewed if there are any changes to the client's
system.
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Equipment, Software and Services Covered
This agreement covers only the equipment, software and services purchased from Utility or their authorized resellers.
Exclusions
This agreement is written in a spirit of partnership. The supplier will always do everything possible to rectify every issue in
a timely manner.
However, there are a few exclusions. This agreement does not apply to:
• Any equipment, software, services or other parts of the IT system that are not provided, maintained and supported by
Utility and their authorized resellers.
• Software, equipment or services not purchased via and managed by the supplier
Additionally, this agreement does not apply when:
• The problem has been caused by using equipment, software or services in a way that is not recommended
• The client has made unauthorized changes to the configuration or set up of affected equipment, software or services.
• The client has prevented the supplier from performing required maintenance and update tasks.
• The issue has been caused by unsupported equipment, software or other services.
This agreement does not apply in circumstances that could reasonably be said to be beyond the supplier's control. For
instance: floods, war, acts of god and so on.
Regardless of the circumstances, Utility aims to be helpful and accommodating at all times, and will do its absolute best to
assist the client wherever possible.
RESPONSIBILITIES
Supplier Responsibilities
The supplier will provide and maintain the system used by the client.The support contract between the supplier and the client includes
full details of these responsibilities.
Additionally, the supplier will:
• SaaS will be maintained at 99% uptime/availability or greater 24/7/365
• Ensure relevant software, services and equipment are available to the client including an appropriate level of spares
• Respond to support requests within the timescales listed below
• Take steps to escalate and resolve issues in an appropriate, timely manner
• Maintain good communication with the client at all times
Client Responsibilities
The client will use the supplier-provided system as intended.
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The support contract between the supplier and the client includes full details of the system and its intended uses.
The client is responsible for maintaining power and internet connectivity at all video offload locations on the network. For
offload via a client approved third party or supplier provided access point, the client has the option of either(a) organizing
an independent Internet connection via its local provider with a minimum upload speed of 50 Mbps, or, (b) connecting the
access point to its own network having a minimum Internet upload speed of 50 Mbps. Upon execution of the agreement,
as part of the deployment process, a network assessment will be conducted of the client's upload speed for the
transmission of data to the CJIS Compliant Cloud. In most cases, the client should budget for an increase to their upload
speed with their local carrier.
Additionally, the client will:
• Notify the supplier of issues or problems in a timely manner
• Provide the supplier with access to equipment, software and services for the purposes of maintenance, updates and
fault prevention
• Maintain good communication with the supplier at all times
GUARANTEED RES O S TIMES
When a client raises a support issue with the supplier, the supplier promises to respond in a timely fashion„
Response Times
Utility provides a 99% uptime/availability commitment.All systems have health monitoring that assures that issues are typically
addressed 24/7/365 by Utility personnel before they become an impact to the performance of the service. For support provided to the
customer directly, Utility has a tiered response to support that will escalate the level of support depending on the situation. Tier 1 would
be on site support by the department staff after they have been trained by Utility, which will alleviate most day-to-day issues that may
pop up. Problems beyond Tier 1 scope will be escalated to Tier 2 and from there to Tier 3,which is on site technical support from a
Utility field engineer.
While most support calls are handled immediately, Tier 2 issues have guaranteed response times as shown below:
Item Prio1ity Fatal aSevere Medium Minor
Hour 1 Hour 2 Hours 3 Hours
2 2 Hours 2 Hours 4 Hours 6 Hours
3 4 Hours 4 Hours 8 Hours 16 Hours
Severity Levels
The severity levels shown in the tables above are defined as follows:
• Fatal: Complete degradation—all users and critical functions affected. Item or service completely unavailable.
• Severe: Significant degradation—large number of users or critical functions affected.
• Medium: Limited degradation—limited number of users or functions affected. Business processes can continue.
• Minor: Small degradation—few users or one user affected. Business processes can continue.
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RESOLUTION TIMES
The supplier will always endeavor to resolve problems as swiftly as possible. It recognizes that the client's systems are key to daily
functions and must be functional in the field.
However, Utility is unable to provide guaranteed resolution times. This is because the nature and causes of problems can vary.
In all cases, the supplier will make its best efforts to resolve problems as quickly as possible. It will also provide frequent
progress reports to the client.
SCOPE OF SERVICES
1.1 Access to Software.
UA is the developer and owner of, or has rights to, certain enterprise mobile device tracking and messaging software known as
"AVaiLTIP, "AVaiL Web", "Vehicle Diagnostics", and"RFID Tracking" and related content to be provided to Customer; such
software, its related content and any related documentation provided by UA, and the means used to provide the software to
Customer and the services described herein are collectively referred to as the"Service". Subject to Customer's payment of the
applicable fees and Customer's compliance with the terms of this Agreement, Customer, its affiliates and its and their employees
("Licensed Users") shall have the right to access and use the Service solely for Customer's and its affiliates' internal business
purposes. UA will issue to one Licensed User("Customer Administrator") an individual logon identifier and password
("Administrator Logon") for purposes of administering the Service. Using the Administrator's Logon,the Customer Administrator
shall assign each Licensed User a unique logon identifier and password ("User Login")and provide such information to the
Licensed Users and UA via the Service. Customer shall not provide a User Login to any individual or entity that is not a Licensed
User to use the Service. Customer shall be responsible to ensure, by agreement or otherwise, that each Licensed User will: (a)
be responsible for the security and/or use of his or her User Login; (b) not disclose such logon identifier or password to any
person or entity; (c) not permit any other person or entity to use his or her User Login; (d) use the Service only in accordance
with the terms and conditions of this Agreement and on the workstation software from which the Service is accessed. UA shall
have the right to deactivate, change and/or delete User Logins of Licensed Users who have violated this Agreement and to deny
or revoke access to the Service, in whole or in part, if UA reasonably believes Customer and/or its Licensed Users are in
material breach of this Agreement. Customer shall be solely responsible for ensuring that the access to the Service by a
Licensed User who ceases to be an employee of Customer or one of its affiliates is terminated. UA shall have no responsibility
for managing, monitoring, and/or overseeing Customer's and its Licensed Users' use of the Service. Customer acknowledges
that the Service may contain devices to monitor Customer's compliance with the terms and restrictions contained herein and
Customer's obligations hereunder.
1.2 Operating Environment.
Customer is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment
necessary to access and use the Service remotely via the Internet.
1.3 Changes to Service.
UA may upgrade, modify, change or enhance ("Change")the Service and convert Customer to a new version thereof at any time
in its sole discretion so long as such Change does not materially diminish the scope of the Service, in which event Customer
shall have the right to terminate this Agreement upon thirty (30) days written notice to UA. During the term of this agreement, if
UA upgrades the version of the Service Customer is using under this Agreement, Customer will not be charged an upgrade fee.
Should UA offer additional optional software modules in the future that complement the Software, Customer may elect to
purchase the optional software modules for an additional fee; however, Customer has no obligation to do so.
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1.4 Help Desk.
Between the hours of 5:00 a.m. and 11:00 p.m., Eastern Standard Time, Monday through Friday excluding UA holidays ("UA
Business Hours"), UA shall provide Customer support in the form of a Help Desk. Customers reporting issues through email will
receive confirmation of the issue within a reasonable time and will receive a callback the same business day if practical. The
Help Desk is always subject to availability of our technical staff and clause 1.5 below. Outside of UA Business Hours, support
calls are fielded by a 24 x 7 answering service and relayed to the on-call UA Support Staff. Instructions on how to contact the
Help Desk via phone and/or email will be provided during onsite training.
1.5 Uptime Commitment.
1.5.1 Availability.
The Service will be made available to Customer and its Licensed Users twenty-four hours a day, seven days a week less the
period during which the Service are not available due to one or more of the following events (collectively, the"Excusable
Downtime"):
I. Scheduled network, hardware or service maintenance;
II. The acts or omissions of Customer or Customer's employees, agents, contractors, vendors, or anyone gaining access
to the Service by means of a User Login;
III.A failure of the Internet and/or the public switched telephone network;
IV. The occurrence of any event that is beyond UA's reasonable control, or
V. At Customer's direction, UA restricting Customer's and its Licensed Users access to the Service.
1.5.2 Commitment.
Customer is responsible for promptly notifying UA in the event of a suspected Service failure. For the purposes of establishing
uptime herein, downtime begins upon such notification and ends upon restoration of Service. Subject to Customer satisfying its
obligations herein, UA guarantees that the Service will be available to Customer and its Licensed Users at least 98% of the time
during each calendar month, excluding Excusable Downtime ("Uptime Commitment"). If UA fails to satisfy the Uptime
Commitment during a month, then UA will credit to Customer a pro- rated portion of the Fees in the first month of the next
succeeding calendar quarter following the failure. For purposes of this Section, "pro-rated portion of the Fees" means the product
obtained by multiplying the applicable Fees during the month of the failure by a fraction, the numerator of which will be the
number of hours that the Service did not satisfy the Uptime Commitment, and the denominator of which will be the total number
of hours during the month that such failure occurred less Excusable Downtime.
USE OF THE SERVICE
2.1 Scope of Use.
Subject to the terms and conditions of this Agreement, including, without limitation, Section 2.2 and 2.3 hereof and Customer's
payment of all applicable Fees, UA hereby grants to Customer a limited, a non-exclusive, non-assignable, non-transferable
license (the "License"), without the right to sublicense, to access and use the Service, during the Term, over the Internet for
Customer's and its affiliates' internal business purposes, on a computer or a computer network operated by Customer, only by
Licensed Users and only using the User Logins provided to UA for such Licensed Users for such use.
2.2 End User License Agreements.
The Licensed software may incorporate software under license from a third party. If the third party requires Customer's
notification of such use through an End User License Agreement (EULA), UA will provide such notification to the Customer. In
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order to use the Service, Customer agrees to be bound by all EULA(s) provided at the time of delivery whether by hardcopy or
displayed upon Installation or use of the Service. Customer's use of the Service subsequent to such notice(s) shall constitute
Customer's acceptance of the EULA(s).
2.3 Restrictions.
Customer and its Licensed Users shall not: (a) copy the Service or any portion thereof other than as required to use the Service
remotely as intended by this Agreement; (b)translate, decompile or create or attempt to create, by reverse engineering or
otherwise, the source code from the object code of the Service; (c) modify, adapt, translate or create a derivative work from the
Service; (d) use the Service to track more than the number of tracked asset units for which Fees have been paid pursuant Article
3 below; (e) sell, lease, loan, license, assign, sublicense, rent, transfer, publish, disclose, divulge, display, make available to third
parties on a time-sharing or service bureau basis or otherwise make available for the benefit of third parties all or any part of the
Service, including,without limitation, by transmitting or providing the Service, or any portion thereof, over the Internet, or
otherwise, to any third party; (f) interfere or attempt to interfere with the operation of the Service in any way; (g) remove, obscure
or alter any label, logo, mark, copyright notice, trademark or other proprietary rights notices affixed to or contained within the
Service; (h) create any frames or other references at any other web sites pertaining to or using any of the information provided
through the Service or links to the Service; or(i) engage in any action that constitutes a material breach of the terms and
conditions of this Agreement. All rights not expressly granted hereunder are reserved to UA.
IFEES AND PAYMENT TERMS
3.1 Fees.
As a condition to the License granted pursuant to Section 2.1 above, Customer shall pay Software as a Service annual usage
fees ("Fees"). Customer shall, in addition to the Fees required hereunder, pay all applicable sales, use, transfer or other taxes
and all duties, whether international, national, state or local, however designated,which are levied or imposed by reason of the
transaction(s) contemplated hereby, excluding, however, income taxes on income which may be levied against UA ("Taxes").
Customer shall reimburse UA for the amount of any such Taxes. If Customer fails to pay any undisputed Fees within thirty(30)
business days of the date they are due, the Service shall be suspended until all outstanding Fees have been paid.All Fees shall
be non-refundable except as otherwise set forth herein.
3.2 Time-and-Materials Service.
If Customer requests and UA agrees to provide services that are outside the scope of the Service, such services shall be
provided at UA's then-current hourly service rates or as established within a separate agreement addressing these specific
requests.
REPRESENTATIONS A A A TI S
4.1 Expressed Warranty.
Products manufactured by UA are warranted to be free fromdefects in material and workmanship under normal use and
service. This warranty is applicable to any of UA's products that Customer returns to UA during the period of the initial
term of the agreement. All equipment issued, including BodyWornTm devices and peripherals, and Rocket IoTTM in-vehicle
systems and peripherals, are warranted for the duration of the initial agreement and will be repaired or replaced at UA's
cost with an appropriate Request to Merchant (RMA) authorization. UA's obligations, with respect to such applicable
warranty returns, are limited to repair, replacement, or refund of the purchase price actually paid for the product, at UA's
sole option. UA shall bear round-trip shipment costs of defective Items found to be covered by this warranty. Defective
Products or parts thereof may be replaced with either new, factory refurbished, or remanufactured parts. Defective parts,
which have been replaced, shall become the UA's property. This warranty does not extend to any product sold by UA
which has been subjected to misuse, neglect, accident, improper installation by a non-authorized 31d party, or a use for
purposes not included or not in accordance with operational maintenance procedures and instructions furnished by UA, or
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which has been repaired or altered by UA or persons other than UA or which has been damaged by secondary causes,
including but not limited to, improper voltages, adverse environment conditions, improper handling, or products which have
had their serial number or any part thereof altered, defaced, or removed. UA liability does not cover normal wear and tear
or deterioration. Uniforms or modified uniforms provided with the service have a 1-year warranty and are limited to defects
in material workmanship that render prevent the user from capturing video and/or using the Service. The Expressed
Warranty does not include changes to the color or appearance of supplied uniform(s) that result from normal wear and
tear.
4.2 UA and Customer Responsibilities.
Each party(the "Representing Party") represents and warrants to the other that: (a) it has the authority to enter this Agreement
and to perform its obligations under this Agreement; (b) the execution and performance of this Agreement does not and will not
violate any agreement to which the Representing Party is a party or by which it is otherwise bound; and (c) when executed and
delivered, this Agreement will constitute a legal, valid and binding obligation of the Representing Party, enforceable in
accordance with its terms. In addition to the foregoing: UA warrants that the software provided as part of the Service will
materially conform to the applicable then-current documentation relating to the Service when used in an operating environment
that complies with the then-current documentation relating to the Service. If UA alters the documentation in a way that materially
diminishes the scope of the Services, Customer shall have the right to terminate this Agreement upon thirty (30) days prior
written notice to UA. In the event that the software which is part of the Service fails to perform in accordance with this warranty,
Customer shall promptly inform UA of such fact, and, as Customer's sole and exclusive remedy, UA shall either: (i) repair or
replace the Service to correct any defects in the software without any additional charge to Customer, or(ii)terminate this
Agreement and provide Customer, as Customer's sole and exclusive remedy,with a pro rata refund (for the unexpired portion of
the applicable Term) of the Fees paid to UA hereunder. Customer represents and warrants to UA that Customer and its Licensed
Users (i)will use the Service only for lawful purposes; (ii)will not interfere with or disrupt the operation of the Service or the
servers or networks involved with the operation of the Service; (iii) attempt to gain unauthorized access to the Service, other
accounts, computer systems or networks connected to the Service, through any other means; or(iv) interfere with another user's
use and enjoyment of the Service.
4.3 Export Restrictions.
Customer represents and warrants that it and all Licensed Users will comply with all applicable laws, rules and regulations in the
jurisdiction from which they access the Service, including those laws, rules and regulations which apply to the access, import,
use and export of controlled technology or other goods. Customer also agrees that it and all Licensed Users will comply with the
applicable laws, rules and regulations of the jurisdictions from which UA operates the Service (currently, the United States of
America and the State of Texas). In particular, Customer represents, warrants and covenants that it shall not, without
obtaining prior written authorization from UA and, if required, of the Bureau of Export Administration of the United States
Department of Commerce or other relevant agency of the United States Government, access, use, export or re-export,
directly or indirectly, the Service, or any portion thereof or any Confidential Information of UA (including without limitation
information regarding the use, access, deployment, or functionality of the Service) from the United States to (a) any
country destination to which access, use, export or re-export is restricted by the Export Administration Regulations of the
United States Department of Commerce; (b) any country subject to sanctions administered by the Office of Foreign Assets
Control, United States Department of the Treasury; or(c) such other countries to which access, use, export or re-export is
restricted by any other United States government agency. Customer further agrees that it is solely responsible for
compliance with any import laws and regulations of the country of destination of permitted access, use, export or re-
export, and any other import requirement related to a permitted access, use, export or re-export.
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4.4 Intellectual Property Infringement.
Notwithstanding any provision to the contrary, UA will, at its own expense, indemnify and defend City against any claim
that UA's services or work product furnished under this Agreement infringes a patent or copyright in the United States or
Puerto Rico. In such event, UA 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 UA prompt written notice of any such claim; and
(b) allow UA to control, and fully cooperate with UA in the defense and all related settlement negotiations. City agrees that
if the use of UA's services or work product becomes, or UA believes is likely to become, the subject of such an intellectual
property claim, City will permit UA, at its option and expense, either to secure the right for City to continue using UA's
services and work product or to replace it with comparable services and work product.
CONFIDENTIAL INFORMATION
5.1 Confidential Information.
As used herein, the term "Confidential Information means all technical, business and other information relating to the Service,
which (i) is possessed or hereafter acquired by UA and disclosed to Customer or Licensed Users, (ii) derives economic value
from not being generally known to persons other than UA and its customers, and (iii) is the subject of efforts by UA that are
reasonable under the circumstances to maintain its secrecy or confidentiality. Confidential Information shall include, but shall not
be limited to, oral or written (including, without limitation, storage in electronic or machine readable media) information with
respect to UA's trade secrets, know-how, proprietary processes, operations, employees, contractors, prospects, business plans,
product or service concepts, business methods, hardware, software, codes, designs, drawings, products, business models and
marketing strategies, in each case relating to the Service. Confidential Information shall not include any information which
Customer can demonstrate (a) has become generally available to and known by the public (other than as a result of a disclosure
directly or indirectly by Customer, any of its affiliates or any of its or their respective employees, contractors or agents), (b) has
been made available to Customer on a non-confidential basis from a source other than UA, provided that such source is not and
was not bound by a confidentiality agreement with UA or any other legal obligation of non-disclosure, or (c) has been
independently acquired or developed by Customer without violating any of its obligations under this Agreement.
5.2 Non-Disclosure of Confidential Information.
Customer shall hold confidential all Confidential Information (as defined in Section 5.1) of UA and shall not disclose or use
(except as expressly provided in this Agreement) such Confidential Information without the express written consent of UA.
Confidential Information of UA shall be protected by the Customer with the same degree of care as Customer uses for
protection of its own confidential information, but no less than reasonable care. Customer may disclose Confidential
Information only to those of its employees who have a need to know the Confidential Information for purposes of
performing or exercising rights granted under this Agreement and only to the extent necessary to do so. At any time upon
the request of UA, the Customer shall promptly, at the option of UA, either return or destroy all (or, if UA so requests, any
part) of the Confidential Information previously disclosed and all copies thereof, and the Customer shall certify in writing as
to its compliance with the foregoing. Customer agrees to secure and protect the Confidential Information in a manner
consistent with the maintenance of UA's rights therein and to take appropriate action by instruction or agreement with its
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Licensed Users to satisfy its obligations hereunder. Customer shall use its reasonable commercial efforts to assist UA in
identifying and preventing any unauthorized access, use, copying or disclosure of the Confidential Information, or any
component thereof. Without limitation of the foregoing, Customer shall advise UA immediately in the event Customer
learns or has reason to believe that any person has violated or intends to violate these confidentiality obligations or the
proprietary rights of UA. In the event Customer is required to disclose any Confidential Information by law or court order, it
may do so, provided that UA is provided a reasonable opportunity to prevent such disclosure, and, in the event of a
disclosure, that the Customer apply reasonable commercial efforts to ensure that available confidentiality protections are
applied to such information. In such event, Customer shall not be liable for such disclosure unless such disclosure was
caused by, or resulted from, in whole or in part, a previous disclosure by Customer, any of its affiliates or any of its or their
respective employees, contractors or agents, not permitted by this Agreement. UA Confidential Information shall not
include information which can be demonstrated by Customer: (i)to have become part of the public domain except by an
act or omission or breach of this Agreement on the part of Customer, its employees, or agents; (ii) to have been supplied
to Customer after the time of disclosure without restriction by a third party who is under no obligation to UA to maintain
such information in confidence; or(iii) required to be disclosed by law or court order, provided that UA is provided a
reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that Customer apply reasonable
commercial efforts to ensure that available confidentiality protections are applied to such information.
5.3 Non-Disclosure of Customer Confidential Information.
Notwithstanding any provision of this Agreement to the contrary, UA shall hold confidential all information disclosed to UA(a)
concerning the business affairs or proprietary and trade secret information of Customer, (b) any information that derives
economic value from not being generally known to persons other than Customer and its employees, and (c) any information that
is the subject of efforts by Customer that are reasonable under the circumstances to maintain its secrecy or confidentiality,
whether disclosed to UA by Customer in oral, graphic,written, electronic or machine readable form ("Customer Confidential
Information") and shall not disclose or use such Customer Confidential Information without the express written consent of
Customer. Customer Confidential Information shall be protected by UA with the same degree of care as UA uses for its own
confidential information, but no less than reasonable care. UA may disclose Customer Confidential Information only to those of
its employees who have a need to know the Customer Confidential Information for purposes of performing or exercising rights
granted under this Agreement and only to the extent necessary to do so. At any time upon the request of Customer, UA shall
promptly, at the option of Customer, either return or destroy all (or, if Customer so requests, any part) of the Customer
Confidential Information previously disclosed and all copies thereof, and UA shall certify in writing as to its compliance with the
foregoing. UA agrees to secure and protect the Customer Confidential Information in a manner consistent with the maintenance
of Customer's rights therein and to take appropriate action by instruction or agreement with its employees to satisfy its
obligations hereunder. UA shall use reasonable commercial efforts to assist Customer in identifying and preventing any
unauthorized access, use, copying or disclosure of the Customer Confidential Information, or any component thereof. Without
limitation of the foregoing, UA shall advise Customer immediately in the event UA learns or has reason to believe that any
person has violated or intends to violate these confidentiality obligations or the proprietary rights of Customer, and UA will,
at UA's expense, cooperate with Customer in seeking injunctive or other equitable relief in the name of UA or Customer
against any such person. Customer Confidential Information shall not include information which can be demonstrated by
UA: (i)to have become part of the public domain except by an act or omission or breach of this Agreement on the part of
UA, its employees, or agents; (ii) to have been supplied to UA after the time of disclosure without restriction by a third
party who is under no obligation to Customer to maintain such information in confidence; or(iii) required to be disclosed
by law or court order, provided that Customer is provided a reasonable opportunity to prevent such disclosure, and, in the
event of a disclosure, that UA apply reasonable commercial efforts to ensure that available confidentiality protections are
applied to such information.
5.4 Passwords.
Any and all logon identifiers and passwords provided hereunder are deemed Confidential Information of UA. Customer and
Licensed Users are responsible for maintaining the confidentiality of such logon identifiers and passwords. Customer agrees to
(a) immediately notify UA of any unauthorized use of such logon identifiers or passwords or any other breach of security
pertaining to the Service, and (b) ensure that Licensed Users exit from their accounts at the end of each session. UA can not and
will not be liable for any loss or damage arising from Customer's or any Licensed User's failure to comply with this Section 5.4.
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5.5 Term.
With regard to Confidential Information that constitutes trade secrets,the obligations in this Section shall continue for so long as
such information constitutes a trade secret under applicable law. With regard to all other Confidential Information,the obligations
in this Section shall continue for the term of this Agreement and for a period of five years thereafter.
PROPRIETARY IG TS
6.1 Proprietary Rights.
No right(except for the License right granted in Article 2),title or interest in any intellectual property or other proprietary rights are
granted or transferred to Customer hereunder. UA and its third-party licensors and service providers retain all right,title and interest,
including,without limitation, all patent, copyright, trade secret and all other intellectual property and proprietary rights, inherent in and
appurtenant to the Service and all derivative works connected therewith.
ISC ITA O IS
7.1 Notices.
Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed
delivered: (a) upon delivery if delivered in person;(b)three(3)business days after deposit in the United States mail, registered or
certified mail, return receipt requested, postage prepaid; (c)upon transmission if sent via telecopier/facsimile,with a confirmation copy
sent via overnight mail; (d)one(1)business day after deposit with a national overnight courier;
7.2 UCITA Disclaimer,
THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED
BY ANY STATE, IN ANY FORM ("UCITA"), SHALL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS
APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-
OUT PROVISION(S) CONTAINED THEREIN.
IN WITNESS WHEREOF, UA and Customer have executed this Agreement as of the date set forth below. All signed
copies of this Agreement shall be deemed originals.
Signed on behalf of the client:
Signed:
Name:
Position:
Date:
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Signed:
Name: Chris Lindenau
Position: Chief Revenue Officer
Date: March 21, 2018
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