HomeMy WebLinkAboutAG 18-028 - CALEA1 RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT
2. ORIGINATING STAFF PERSON: STAN MCCALL EXT: 6715 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE 0 RESOLUTION
❑ CONTRACT AMENDMENT(AG#): X INTERLOCAL
❑ OTHER
5. PROJECT NAME: PUBLICATIONS SUBSCRIPTION AND ACCESS AGREEMENT - ADDENDUM
6. NAME OF CONTRACTOR: CALEA
ADDRESS: 13575 HEATHCOTE BLUE, SUITE 320, GAINESVILLE, VA 20155 TELEPHONE 703-352-4225 EXT 34
E-MAIL: WJONESACALEA.OR FAX:
SIGNATURE NAME: W. CRAIG HARTLY TITLE ExECITOVE DIRECTOR
7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0
ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: DATE OF EXECUTION (DOE) SIGNATURES COMPLETION DATE: NO TERMINATION
9. TOTAL COMPENSATION $150 INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY
O PURCHASING: PLEASE CHARGE TO:
1;0. DOCUMENT/CONTRACT REVIEW
- 0 PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
O LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
A4110,01106.47
7 -yet. / 21 11 11
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
0 SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
`COMMENTS:
I�
AG# JD i54
DATE SENT: 02 -20 / 411-
GALEA® Law Enforcement Accreditation Agreement
ADDENDUM
November 1, 2015
ADDENDUM TO AGREEMENT between the Federal Way Police Department (Agency) and the
Commission on Accreditation for Law Enforcement Agencies, Inc. (Commission).
The purpose of this ADDENDUM is to modify specific sections of the CALEA® Law Enforcement
Accreditation Agreement (AGREEMENT) and incorporate new content to the AGREEMENT. To
the extent that any of the terms or conditions contained in this ADDENDUM may contradict or
conflict with any of the terms or conditions of the AGREEMENT, it is expressly understood and
agreed that the terms of this ADDENDUM shall take precedence and supersede the AGREEMENT.
This ADDENDUM is executed in accordance with Subsection 5.1 of said AGREEMENT that states:
There shall be no modification of this Agreement except in writing, signed by both parties, and
executed with the same formalities as the original accreditation document.
A new Subsection under Section 2 — Agency Responsibilities is added:
The agency agrees to:
2.3 Document standards compliance as required within the accreditation management software and
provide access to authorized Commission personnel or contractors for inspection and review.
2.4 Document assessment report information as required by the program within the Commission
reporting application.
Subsection 6.1 is amended as follows:
Continuation Fees for CALEA Accreditation include access to the CALEA PowerDMS
Accreditation Tool software. The software log -in credential will be provided after this Agreement
is executed. CALEA reserves the right to terminate this Agreement if a Continuation Fee
installment is delinquent by more than sixty days.
Subsection 6.3 is amended as follows:
The Continuation Fee will be billed to the Agency and paid in annual installments, due by the 1st,
13th, 25th, and 37th months following each Accreditation Award. Any adjustments to annual
Continuation Fees will be made at the beginning of each reaccreditation award period.
A new section 18 is added as follows:
Page 1 of 2
Federal Way Police Department
18. POWERDMS ACCREDITATION MANAGEMENT SOLUTION
18.1 CALEA recognizes PowerDMS, Inc. ("PowerDMS") as exclusive provider for CALEA
accreditation management software.
IN WITNESS WHEREOF, The Agency has caused this Agreement to be executed on
' --I ,20 f .
By A-4 -4..7
Andy Hwang
Chief of Police
(signature)
(typed name)
(title)
By By
(signature)
(typed name)
(title)
IN WITNESS WHEREOF, CALEA has caused this Agreement to be executed by the Executive
Director of CALEA, acting on its behalf, on
FEB 05,4018_.
Witness: The Commission on Accreditation for Law
Enforcement Agencies, Inc.
l/', 1)I
By VkJL l 0 By
AJ ASIA400
Executive Director
Page 2 of 2 Federal Way Police Department
CALEA
THE GOLD STANDARD IN PUBLIC SAFETY
PUBLICATIONS SUBSCRIPTION AND ACCESS AGREEMENT
TERMS & CONDITIONS
FOR SUBSCRIBERS TO THE ELECTRONIC PUBLICATIONS
THIS SUBSCRIPTION AND ACCESS AGREEMENT ("Agreement") by and between CALEA®,
Inc., a Maryland Corporation, located at 13575 Heathcote Boulevard, Suite, 320 Gainesville, Virginia
20155-6660 ("Licensor"); and Federal Way Police Department, located at 33325 8th Avenue, Federal
Way, WA, 98003 ("Licensee") intending to be legally bound, for CALEA to provide to Licensee,
subject to this Agreement, access to CALEA's electronic publications for the purpose of CALEA
Accreditation, research, general resource, or other approved purpose.
I. Content of Licensed Materials; Grant of License
The materials that are the subject of this Agreement shall consist of electronic information published or
otherwise made available by Licensor which includes the following:
(a) CALEA Standards for Law Enforcement Agencies;
(b) CALEA Standards for Public Safety Communications Agencies;
(c) CALEA Standards for Public Safety Training Academies;
(d) CALEA Standards for Campus Security Agencies;
(e) CALEA Process and Programs Guide (hereinafter referred to as the "Licensed Materials");
and
(f) CALEA Guide to Successful Accreditation Management.
Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials
and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither
Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as
expressly set forth in this Agreement. Licensor hereby grants to Licensee non-exclusive use of the
Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance
with this Agreement. In the event Licensee elects to export data from any of the electronic publications,
all of the terms contained within this agreement will apply, with the provision to include downloading
of the data to a Licensee electronic file. Data exported will be used for public safety accreditation
management or scholarly, educational use only and these data cannot be resold or used for other
commercial purposes, posted on a subscription or free site, or forwarded beyond the initial
export/download, without the written permission from CALEA. Licensee acknowledges CALEA®
copyright and agrees to cite CALEA when using data from the publication(s).
April 2015
Federal Way Police Department
II. Delivery/Access of Licensed Materials to Licensee
Licensor will provide the Licensed Materials to the Licensee through Networked Access or Local
Access via an application developed and supported by PowerDMS, Inc. (PowerDMS). The Licensed
Materials will be stored at one or more Licensor locations in digital form accessible by
telecommunications links between such locations and authorized networks of Licensee. Any use of
PowerDMS's application or other services shall be subject to the terms and conditions set forth in
Addendum A.
III. Fees
(a) SUBSCRIPTION FEES — The annual Subscription Fees are determined by CALEA customer
type. Licensee shall select one of the following CALEA customer types:
® CALEA Enrolled Agencies
Organizations currently enrolled in one of the four CALEA Accreditation Programs
(Law Enforcement, Public Safety Communications, Public Safety Training Academy
and CALEA Campus Security Accreditation). Each CALEA Accreditation Program
comes with automatic enrollment in the applicable CALEA PowerDMS Assessment
Tool(s). Subscription payments, including the fees applicable to the CALEA
PowerDMS Assessment Tool(s) in which the organization is enrolled, are included
in accreditation payment installments.
❑ Non -Enrolled Agencies
Organizations currently not enrolled in one of the four CALEA Accreditation
Programs. The annual subscription fee is $900 (payments may be applied to
accreditation fees after CALEA Enrollment on a prorated basis determined by
CALEA).
❑ Non -Public Safety Academic Institutions
Organizations that primarily serve for the purpose of providing education support and
research. Libraries are an example of this customer type. The annual subscription fee is
$200.
O Individuals
Persons not associated with a CALEA Enrolled, Non -Enrolled or Non -Public Safety
Academic Institution. Individuals are not eligible for site licenses. The annual
subscription fee is $80.
CALEA reserves the right to change a Licensee's customer type at any time during the
duration of Agreement.
(b) BILLING -Licensee shall be billed annually, in advance, at rates set forth by CALEA on an
invoice. Payment shall be due and payable upon receipt of the invoice. Accounts not paid in
full within 30 days of the invoice date shall be considered delinquent and may result in a
disruption of licensed materials access. NOTE: This disruption will impact the functionality
of PowerDMS services for those entities subscribing to that service.
Federal Way Police Department
(c) BILLING ENTITY CALEA shall serve as the billing entity and, with exception of CALEA
Enrolled Agencies, all invoices associated with this agreement are separate and apart from
other services provided by CALEA, including but not limited to accreditation services, other
software services, conference services, and other products. When applicable, fees associated
with the CALEA PowerDMS Assessment Tool(s) shall be reflected as a separate line item on
the invoice for collection by CALEA and remittance to PowerDMS.
IV. CALEA Commitment to Customer Service
In order to support its customers and maintain contemporary publications, and to leverage technology,
CALEA may periodically make changes to the content, design and delivery of its Publications and
Services. This includes the updating of standards and the respective manuals.
CALEA will make reasonable efforts to notify Licensee of changes when they are material through
corporate website notices, but in any case Licensee continued use of the Subscription Services shall
constitute Licensee assent to this Agreement as it is then in effect. If Licensor changes this Agreement,
Licensor will make notification through electronic transmittal, and the changes will become
immediately effective. Accordingly, Licensee should visit the Site periodically to review the then -
current services.
V. Authorized Use of Licensed Materials
(a) Authorized Users - Authorized Users are Persons Affiliated with Licensee directly or through a
subscribing entity in which they are employed or directly affiliated for a specific purpose that
supports the entity's mission. This may include full or part-time employees of the subscribing
entity. A licensee may not share access to the publications with other entities or affiliates of other
entities, or other individuals. This includes the sharing of access among public safety
organizations.
(b) Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as
is consistent with the Fair Use Provisions of United States and international law. Nothing in this
Agreement is intended to limit in any way whatsoever Licensee's or any Authorized User's rights
under the Fair Use provisions of United States or international law to use the Licensed Materials.
The Licensed Materials may be used for purposes of CALEA Accreditation, research, education or
other noncommercial use as follows:
1. Display - Licensee and Authorized Users shall have the right to electronically display the
Licensed Materials as necessary to support the use intent of the materials.
2. Digitally Copy - Licensee and Authorized Users may download and digitally copy a
reasonable portion of the Licensed Materials for the licensee's use and not for redistribution
in any manner.
3. Print Copy - Licensee and Authorized Users may print a reasonable portion of the Licensed
Materials for redistribution within the non-commercial environment, but not for redistribution
outside of the licensed entity.
Federal Way Police Department
4. Databases - Authorized Users shall be permitted to extract or use information contained in the
database for accreditation, educational, scientific, or research purposes, including extraction
and manipulation of information for the purpose of illustration, explanation, example,
comment, criticism, teaching, research, or analysis.
5. Electronic Links - Licensee may provide electronic links to the Licensed Materials from
Licensee's intranet (internal to the entity) page(s), and is encouraged to do so in ways that
will increase the usefulness of the Licensed Materials to Authorized Users. Licensor staff will
assist Licensee upon request in creating such links effectively. Licensee may make changes in
the appearance of such links and/or in statements accompanying such links as reasonably
requested by Licensor.
6. Caching - Licensee and Authorized Users may make such local digital copies of the Licensed
Materials as are necessary to ensure efficient use by Authorized Users by appropriate browser
or other software.
7. Scholarly Sharing - Authorized Users may transmit to a third party colleague in hard copy or
electronically, minimal, insubstantial amounts of the Licensed Materials for personal use or
scholarly, educational, or scientific research or professional use but in no case for re -sale. In
addition, Authorized Users have the right to use, with appropriate credit, figures, tables and
brief excerpts from the Licensed Materials in the Authorized User's own scientific, scholarly
and educational works.
VI. Access by and Authentication of Authorized Users
Licensee and its Authorized Users shall be granted access to the Licensed Materials. This access will be
established by CALEA or PowerDMS as necessary to ensure the seamless delivery of publication
services to the licensee, under protocol established by CALEA or PowerDMS. The development of
specific connection protocols shall be identified and authenticated by such means as may be developed
during the term of this Agreement to meet the service delivery requirements of this agreement.
VII. Specific Restrictions on Use of Licensed Materials
(a) Unauthorized Use - Except as specifically provided elsewhere in this agreement, Licensee shall
not knowingly permit anyone other than Authorized Users to use the Licensed Materials.
(b) Modification of Licensed Materials - Licensee shall not modify or create a derivative work of the
Licensed Materials without the prior written permission of Licensor.
(c) Removal of Copyright Notice - Licensee may not remove, obscure or modify any copyright or
other notices included in the Licensed Materials.
(d) Commercial Purposes - Other than as specifically permitted in this Agreement, Licensee may not
use the Licensed Materials for commercial purposes, including but not limited to the sale of the
Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
Federal Way Police Department
VIII. Licensor Performance Obligations
(a) Availability of Licensed Materials — Within 30 days, Licensor shall make the Licensed Materials
available to Licensee and Authorized Users.
(b) Support — General access support will be provided by CALEA staff and technical support will be
provided by PowerDMS where required.
(c) PowerDMS services — Licensees using PowerDMS services will receive all technical support from
PowerDMS as defined within the PowerDMS licensing agreement.
IX. Licensee Performance Obligations
(a) Provision of Notice of License Terms to Authorized Users - Licensee shall make reasonable
efforts to provide Authorized Users with appropriate notice of the terms and conditions under
which access to the Licensed Materials is granted under this Agreement including, in particular,
any limitations on access or use of the Licensed Materials as set forth in this Agreement.
(b) Protection from Unauthorized Use - Licensee shall use reasonable efforts to inform Authorized
Users of the restrictions on use of the Licensed Materials. In the event of any unauthorized use of
the Licensed Materials by an Authorized User, (1) Licensor may terminate such Authorized User's
access to the Licensed Materials, (2) Licensor may terminate the access of the Internet Protocol
("IP") address(es) from which such unauthorized use occurred, and/or (3) Licensee may terminate
such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall
take none of the steps described in this paragraph without first providing reasonable notice to
Licensee (in no event less than sixty (60) days and cooperating with the Licensee to avoid
recurrence of any unauthorized use.
(c) Maintaining Confidentiality of Access - Where access to the Licensed Materials is to be controlled
by use of passwords, Licensee shall issue log -on identification numbers and passwords to each
Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their
numbers and passwords to any third party. Licensee shall also maintain the confidentiality of any
institutional passwords provided by Licensor.
X. Mutual Performance Obligations
(a) Confidentiality of User Data - Licensor and Licensee agree to maintain the confidentiality of any
data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such
data may be used solely for purposes directly related to the Licensed Materials and may only be
provided to third parties in aggregate form. Raw usage data, including but not limited to
information relating to the identity of specific users and/or uses, shall not be provided to any third
party.
(b) Implementation of Developing Security Protocols - Licensee and Licensor shall cooperate in the
implementation of security and control protocols and procedures as they are developed during the
term of this Agreement.
Federal Way Police Department
XI. Term
This Agreement shall take effect when the authorized representative of Licensee and the Executive
Director of CALEA signs the Agreement. This Agreement shall be effective upon signing by the
second party and payment of appropriate subscription fees, the "Effective Date." The Term of this
Agreement shall be one (1) year, commencing on the Effective Date. Sections of this Agreement
specific to the authorized use and users will survive any expiration, cancellation or termination of this
Agreement.
XII. Early Termination
In the event that either party believes that the other materially has breached any obligations under this
Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party
shall so notify the breaching party in writing. The breaching party shall have sixty (60) days from the
receipt of notice to cure the alleged breach and to notify the non -breaching party in writing that cure has
been effected. If the breach is not cured within the sixty (60) days, the non -breaching party shall have
the right to terminate the Agreement without further notice.
Upon Termination of this Agreement for cause access to the Licensed Materials by Licensee and
Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by
Licensee or Authorized Users and used subject to the terms of this Agreement.
In the event of early termination permitted by this Agreement, Licensee shall not be entitled to a refund
of any fees or pro -rata portion thereof paid by Licensee for any remaining period of the Agreement
from the date of termination.
XIII. Warranties
Subject to the Limitations set forth elsewhere in this Agreement:
Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed
Materials that it has obtained any and all necessary permissions from third parties to license the
Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the
terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall
indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards,
penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any
third party of an alleged infringement of copyright or any other property right arising out of the use of
the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this
Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF
LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS
INDEMNIFICATION.
XIV. Limitations on Warranties
Notwithstanding anything else in this Agreement:
Federal Way Police Department
Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages,
including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of
or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and
expressly disclaims any liability with respect to the content of any Licensed Materials, including but not
limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy,
trademark rights, moral rights, or the disclosure of confidential information. Except for the express
warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims
any and all other warranties, conditions, or representations (express, implied, oral or written), relating
to the Licensed Materials or any part thereof, including, without limitation, any and all implied
warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes
no warranties respecting any harm that may be caused by the transmission of a computer virus, worm,
time bomb, logic bomb or other such computer program. Licensor makes no representation or warranty,
and expressly disclaims any liability with respect to any services provided by PowerDMS. Licensor
further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis,
and Licensor disclaims any and all other warranties, conditions, or representations (express, implied,
oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any
and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.
Licensor makes no warranties respecting any harm that may be caused by the transmission of a
computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further
expressly disclaims any warranty or representation to Authorized Users, or to any third party.
XV. Indemnities
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards,
penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from
any alleged breach of such indemnifying party's representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of any such claims. The
indemnifying party shall have the sole right to defend such claims at its own expense. The other party
shall provide, at the indemnifying party's expense, such assistance in investigating and defending such
claims as the indemnifying party may reasonably request. This indemnity shall survive the termination
of this Agreement.
XVI. Assignment and Transfer
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this
Agreement without the prior written consent of the other party, which consent shall not be unreasonably
withheld or delayed.
XVII. Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior
communications, understandings and agreements relating to the subject matter hereof, whether oral or
written.
Federal Way Police Department
XVIII. Amendment
No modification or claimed waiver of any provision of this Agreement shall be valid except by written
amendment signed by authorized representatives of Licensor and Licensee.
XIX. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in
conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
XX. Waiver of Contractual Right
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall
waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the
same or other provisions of this Agreement.
XXI. Governing Law
Laws will be governed by the state of Virginia regarding disputes arising from this agreement.
Federal Way Police Department
SIGNATURE PAGE
ACCEPTED AND AGREED:
Licensee
Signature:
4442,474,-.7
Name: Andy Hwang
Title: Chief of Police
Date: /./i8/i 7
CALEA®
Signature:
Name: W. Craig Hartley, Jr.
Title: Executive Director
Date:
ait4,61 01,
FEB 05 2018
CALEA has caused this Agreement to be executed on
FEB 05 2018
Adm Lic 04/2015
Federal Way Police Department
Addendum A
CALEA PowerDMS Assessment Tools Terms and Conditions
Thank you for enrolling in our CALEA PowerDMS Assessment Tool (the "Service") utilizing our
PowerDMS document management software application (collectively, "Software"), through our access -
controlled website (the "Site"). These Terms and Conditions (the "Terms") govern your subscription
for the Service (the "Subscription") and your use of the Service, the Software and the Site. These
Terms also govern any use of the Service by any person who has been supplied a user identification and
password for the Service by you, on your behalf or at your request (each a "User"), and you agree to be
responsible for any use of the Service by any of your Users. By using the Service or permitting any
User to use the Service, you agree to these Terms. If you do not agree to all of the Terms, you do not
have the right to access or use, or permit any User to access or use, the Site, the Service or the
Software.
1. Limited Right to Use Service During Subscription Period
You are granted a nonexclusive, nonassignable, revocable right during the specified period of your
Subscription (the "Subscription Period") to access the Site and use the Service and the Software and
to permit those Users included in your Subscription to do so, subject to your payment of all fees
applicable to your Subscription and these Terms. At the end of the Subscription Period, the use of the
Service by you and your Users will terminate unless the Subscription Period is renewed. Use of the
Service may be terminated by us in the event of the breach of these Terms by you or any User.
2. Our Rights in the Site, the Service, and the Software
We retain all rights in the Site, the Service, and the Software. Except as expressly provided in these
Terms, no license or other right is granted to Customer or any User in the Site, the Service or the
Software. Our name, logo(s), and product name(s) associated with the Service are trademarks belonging
to us or to third parties, and they may not be used without our prior written consent.
3. Restrictions
You agree to comply, and cause your Users to comply, with all applicable laws in using the Service.
You agree that neither you nor any of your Users will (i) modify, translate, or create derivative works of
the Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the
Software's source code or any other technology used to provide the Service; (iii) sublicense, resell or
distribute the Software in any manner or form; (iv) share Service login credentials with other parties,
(v) "frame" or "mirror" the Service, or (vi) assign or transfer any rights with respect to the Site, the
Service or the Software.
Federal Way Police Department
You will not submit, or permit any User to submit, to the Service any data, information or material
("Customer Data") that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing
of any third party rights, invasive of personal privacy, protected by the Health Insurance Portability
Accountability Act (HIPAA), and/or restricted data, as that term is defined in Title 28, Part 20, Code of
Federal Regulations, or otherwise deemed objectionable by us in our sole discretion.
4. Passwords and Access
You are responsible for maintaining the security and confidentiality of, and are responsible for all
activities undertaken, using the usernames and passwords assigned to your Users. You agree to notify
us immediately if you become aware of any unauthorized access or use of the Service using any such
username or password or otherwise.
5. Your Data
As between you and us, all Customer Data submitted by you or your Users to the Service will remain
the sole property of you or such Users. You hereby grant us a non-exclusive license to use, copy, store,
transmit and display Customer Data to the extent reasonably necessary (i) to provide, maintain and
improve the Service and (ii) to confirm compliance with the terms of this Agreement.
You will have sole responsibility, and we assume no responsibility, for the Customer Data.
During the Subscription Period, you may extract (in native format or common format of digital file)
and/or purge Customer Data at any time directly through the Service. We shall have no obligation to
retain any Customer Data or to make the Customer Data available other than through the self-service
method provided through the Service during the Subscription Period.
6. Confidentiality
"Confidential Information" means non-public information, technical data or know-how of a party
and/or its affiliates, which is furnished to the other party in connection with the Service or these Terms
and (i) would reasonably be considered to be of a confidential nature or (ii) is confirmed in writing at
the time of disclosure to be confidential.
Notwithstanding the foregoing, Confidential Information does not include information which is: (i)
already in the possession of the receiving party and not subject to a confidentiality obligation to the
providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no
fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not
under any obligation to keep such information confidential; (v) approved for release by written
agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or
court order, provided that the receiving party will promptly inform the providing party of any such
requirement and cooperate, at the sole expense of the providing party, with any attempt to procure a
protective order or similar treatment.
Federal Way Police Department
Neither party (nor, in Customer's case, any User) will use the other party's Confidential Information
except as reasonably required for the performance of the Service and these Terms. Each party agrees
not to disclose (or, in Customer's case, permit its Users to disclose) the other party's Confidential
Information to anyone other than its employees or subcontractors who are bound by confidentiality
obligations and who need to know the same to perform such party's obligations hereunder. The
confidentiality obligations set forth in this Section will survive for one (1) year after the termination or
expiration of the Subscription Period.
Each party will, upon the request of the disclosing party, destroy all Confidential Information and all
copies thereof in the receiving party's possession or control.
In case a party receives legal process that demands or requires disclosure of the disclosing party's
Confidential Information, such party will give prompt notice to the disclosing party, if legally
permissible, to enable the disclosing party to challenge such demand. The disclosing party shall
promptly reimburse any expense or cost (including attorneys' fees) incurred in connection with the
challenge to or compliance with such legal process.
7. Disclaimers and Limitations
THE SITE, SERVICE OR SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, SITE OR
SOFTWARE. WE DO NOT WARRANT THAT USE OF THE SITE, SERVICE OR SOFTWARE
WILL BE ERROR -FREE OR UNINTERRUPTED. WE MAKE NO WARRANTY THAT THE SITE,
SERVICE OR SOFTWARE COMPLY WITH THE LAWS OF ANY JURISDICTION OTHER THAN
THE UNITED STATES. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR
CONTENT THAT MAY BE AVAILABLE OR ACCESSIBLE THROUGH THE SERVICE.
IN NO EVENT WILL WE BE LIABLE FOR (I) ANY DIRECT, SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES, FOR ANY LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED
AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THE SERVICE OR
THESE TERMS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) ANY
AMOUNTS IN EXCESS OF THE AMOUNTS PAID TO US BY YOU WITH RESPECT TO THE
SUBSCRIPTION.
8. Indemnification
You agree to release, indemnify and hold us, our officers, employees and supporting contractors
harmless from any (a) claim or demand made by any third party due to or arising out of the use of the
Service by you or your Users, your violation of these Terms, or the infringement by you, any User or
any of the Customer Data of any right of any person or entity, together with any court costs and
reasonable attorneys' fees incurred in connection with such claim or demand, or (b) damages, losses,
costs, expenses, judgments or liability arising from the use of the Service by you or your Users in any
jurisdiction other than the United States.
Federal Way Police Department
9. Modifying or Suspending Services
We reserve the right to make changes and updates to the functionality and/or documentation of the
Service from time to time.
We reserve the right to suspend the use of the Service by any User if we believe such User's use of the
Service is disrupting the Service, causing harm to our computers, systems or infrastructure or violating
any applicable law or the rights of any third party (or would be likely to do any of the foregoing if
continued).
The Service may also be suspended to the extent that the provision of the Service is prevented,
hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or
governmental action, labor disputes, act of God or any other causes beyond our control.
10. Choice of Law; Jurisdiction
These Terms will be interpreted in accordance with the laws of the State of Florida and applicable
federal law, without any strict construction in favor of or against either party. Any action arising under
or relating to these Terms shall lie within the exclusive jurisdiction of the State and Federal Courts
located in Orange County, Florida.
11. Assignment; Third Parties
You may not assign the Subscription without our prior written approval. There are no third -party
beneficiaries to the Subscription or these Terms.
12. Entire Agreement; Waiver; Modification
These Terms comprise the entire agreement between you and us, and supersede all prior or
contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us,
regarding the subject matter contained herein. Our failure to enforce any right or provision in these
Terms will not constitute a waiver of such right or provision. We reserve the right to modify these
terms from time to time, and will tell you about any modification through the Service or by an email
message to the email address you provide for the purpose of receiving notifications with respect to the
Service. Modifications will take effect no earlier than ten (10) business days after notice is given.
13. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent
jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and
these Terms will be construed as if the invalid, illegal, or unenforceable provision is severed and
deleted from these Terms.
Federal Way Police Department
