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HomeMy WebLinkAboutAgreement A-16-477 with TASER International Inc..pdfAgreement No. 16-477 (l)_TASER P R OT ECT L I FE Evidence.com Master Service Agreement TASER International , Inc. (TASER , us , or we) and Fresno County (Agency , your , or you) agree to accept and be bound by the following terms and conditions effective August 9 , 2tl..6_ (Effective Date). 1 Access Rights. Upon the purchase or granting of a subscription from T ASER and your opening of an Evidence . com account you will have access and use of the Evidence . com Services for the storage and management of and Your Content during the subscription term ("Term "). This is not a data sharing agreement. We do not continuously audit , inspect , or monitor individual agency content or Your Content. You are not intending to waive or diminish any privacy interests by your use of the Evidence . com Services . The Evidence .com Services and data storage are subject to usage limits, including , for example , the quantities specified in quotes , order forms and purchase orders. Unless otherwise specified, (a) a quantity in a quote , order form or purchase order refers to end users , and the Evidence.com Service may not be accessed by more than that number of end users , and (b) an end user identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Evidence . com Service . You and each of your end users agree to adhere to this Agreement and all laws, rules , regulations, and policies applicable to your use of the Evidence . com Services . If you become aware of any violation of this Agreement by an end user, you will immediately terminate that end user's access to Your Content and the Evidence .com Services. 2 You Own Your Content. You control and own all right , title , and interest in and to Your Content and we obtain no rights to Your Content. You are solely responsible for the uploading, sharing, withdrawal , management and deletion of Your Content. You consent to our limited access to Your Content solely for the purpose of providing and supporting the Evidence.com Services to you and your end users . You represent that you own Your Content; and that none of Your Content or your end users ' use of Your Content or the Evidence . com Services will violate this Agreement or applicable laws . 3 Evidence.com Data Security. 3.1 Generally. We will implement commercially reasonable and appropriate measures designed to secure Your Content against accidental or unlawful loss , access or disclosure . We will maintain a comprehensive Information Security Program (ISP) that includes logical and physical access management, vulnerability management, configuration management , incident monitoring and response , encryption of digital evidence you upload , security education , risk management , and data protection . You are responsible for maintaining the security of your end user names and passwords and taking steps to maintain appropriate security and access by your end users to Your Content. Log-in credentials are for your internal use only and you may not sell , transfer , or sublicense them to any other entity or person . You agree to be responsible for all activities undertaken by you , your employees , your contractors or agents , and your end users which result in unauthorized access to your account or Your Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by you at any time . You will contact us immediately if you believe an unauthorized third party may be using your account or Your Content or if your account information is lost or stolen . 3.2 FBI CJIS Security Addendum. For customers based in the United States , we agree to the terms and requirements set forth in the Federal Bureau of Investigation (FBI} Criminal Justice Information Services (CJIS) Security Addendum for the Term of this Agreement. Upon request we will provide a signed CJIS Security Addendum Certification for each authorized employee to you or , if it exists, a statewide repository for such documentation. 4 Our Support. We will make available to you updates as released by us to the Evidence.com Services. Updates may be provided electronically via the Internet. It is your responsibility to establish and maintain adequate access to the Internet in order to receive the updates . We will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue , (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities). You are respons ible for maintaining the computer equipment and Internet connections necessary for your use of the Evidence .com Services . 5 Data Privacy. We will not disclose Your Content or any information about you except as compelled by a court or administrative body or required by any law or regulation . We will give you notice if any disclosure request is received for Your Content so you may file an objection with the court or administrative body . You agree to allow us access to certain information from you in order to : (a) perform troubleshooting services for your account at your request or as part of our regular diagnostic screenings ; (b) enforce our agreements or policies governing your use of Evidence.com Services ; or (c) perform analytic and diagnostic evaluat ions of the systems . 6 Data Storage. We will determine the locations of the data centers in which Your Content will be stored and accessible by your end users. For United States customers , we will ensure that all of Your Content stored in the Evidence .com Services rema ins within the United States including any backup data , replication sites , and disaster recovery sites . You consent to the transfer of Your Content to third parties for the purpose of storage of Your Content. Third party subcontractors responsible for storage of Your Content are contracted by us for data storage services. Ownership of Your Content remains with you . 7 Fees and Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional end users , prorated for the duration of the Term ; except in the case of the Public Agency Optional Licenses described in Section 8.1. Additional end user accounts will terminate on the same date as the pre-existing subscriptions. You are responsible for paying all subscription fees and applicable taxes and duties for Evidence .com Services . Unless otherwise specified by us , all fees for Evidence . com Services are due and payable net 30 days for approved credit. Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction , or withholding . We reserve the right to charge additional fees for you exceeding your purchased storage amounts or for TASER 's assistance in the downloading or exporting of Your Content. We may charge you interest at the rate of 1.5% per rm.: Erid.nc:•.com Matter s.....,;c. AgrMrnent O.panm.nt l egal Verlion: 12.0 Releue Date: 11512015 Page 1 of8 ([)_ TASER ., PROTECT L I FE Evidence.com Master Service Agreement 20.9 Assignment. Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other party ; except that we may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement without your consent (a) for financing purposes , (b) in connection with a merger , acquisition or sale of all or substantially all of our assets , (c) to as part of a corporate reorganization , or (d) to a subsidiary corporation. Subject to the foregoing , this Agreement will be binding upon , and inure to the benefit of the parties and their respective successors and assigns . 20.10 No Waivers. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the party 's right to enforce the provision at a later time. All waivers by a party must be in writing and sent in accordance with this Agreement to be effective. 20.11 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable , the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion . If such construction is not possible , the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect . 20.12 Governing Law; Venue. The laws of the state where you are physically located , without reference to conflict of law rules , govern this Agreement and any dispute of any sort that might arise between the parties . The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 20.13 Litigation Costs. In the event of any legal action to enforce the provisions of this Agreement , the successful party in enforcing any provision of this Agreement will be awarded that party 's reasonable attorneys ' fees and taxable costs. 20.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language . 20.14.1 To You . We may provide any notice to you under this Agreement by : (i) posting a notice on your specific agency Evidence .com site ; or (ii) sending a message to the email address(es) then associated with your account. Notices we provide by posting on your Evidence.com site will be effective upon posting and notices we provide by email will be effective when we send the email. You will be deemed to have received any email sent to the email address then associated with your account when we send the email , whether or not you actually receive the email. 20.14.2 To Us. To give us notice under th is Agreement, you must contact us : (i) by email transmission to evidencecontracts@taser.com ; or (ii) by personal delivery , overnight courier or registered or certified mail to TASER International , Inc ., ATTN : Evidence Contracts , 17800 N. 85th Street, Scottsdale , Arizona 85255 . We may update the email or address for notices to us by posting a notice on your Evidence.com site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one bus iness day after they are sent. Notices provided registered or certified mail will be effective 3 business days after they are sent. 20.15 Entire Agreement. This Agreement , including the Policies and the quote provided by T ASER, is the entire agreement between you and TASER regarding the Evidence.com Services . This Agreement supersedes all prior or contemporaneous representations , understandings , agreements , or communications between you and T ASER , whether written or verbal , regarding the subject matter of this Agreement. You agree that your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regard ing future functionality or features of the Evidence .com Services . We will not be bound by , and specifically object to , any term , condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and wh ich is submitted by you in any order , receipt , acceptance , confirmation , correspondence or other document. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the parties to this Agreement. If we provide a translation of the Engl ish language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 20.16 Voluntary Agreement. This Agreement was negotiated and executed voluntarily and is not the result of duress , fraud, undue influence or any threat of any kind. All parties had the opportunity to read and consider this Agreement , to consult with counsel , and fully understand the Agreement. 20.17 Time is of the Essence. Time is of the essence in connection with all matters and obligations pertaining to this Agreement. 20.18 Counterparts. If this Agreement form requires the signatures of the parties , then this Agreement may be executed in multiple counterparts , each of which is considered an original. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of the document as if the original had been received . T ASER International, Inc. By : ----1f-----..,----------.--:----&L+f*""=>'--'-'----- Name :~~~~~~~~~~--.-------------- Title : v Signature Date : --4--f~++:J£L..--------------------- ATTEST: Age '2 Name: Fresno Cou~ District Attorney By: ::7'-~ 1 _. %........_ J ... Name : Ernest '\.l(fdy M es Title : Chairman, Board of Supervisors Signature Date : W-11-~Otlo rme: Evide nce.com Malter Servtc. Agr .. ment O.pertment L-val Version : 12.0 ReleaM Da te: 11512015 BERNICE E . SEIDEL , Clerk Board of Supervisors By 5h.,t S1>,.N 6A ~ Deputy ctf Page 7 of8 T ASER International Prote ct Life. Protect Truth. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Fax: Jeff Dupras (559) 600-4440 jdupras@co.fresno.ca .us Bill To: Fresno County District Attorney lOth Floor, 2220 Tulare Street, #1000 Fresno, CA 93721 us SALESPERSON Brent Berkley PHONE •Note this will vary based on the shipment date of the product. Year I Due Net 30 QTY ITEM# DESCRIPTION 300 88111 PROSECUTOR STANDARD EVIDENCE .COM LICENSE : YEAR I PAYMENT Year 2 Due July l , 2017 QTY ITEM# DESCRIPTION 300 88211 PROSECUTOR STANDARD EVIDENCE .COM LICENSE: YEAR 2 PAYMENT Ship To: Jeff Dupras Quotation Quote: Q-69948-5 Date: 7/112016 10:09 AM Quote Expiration: 8/31/2016 Contract Start Date*: 911 /2016 Contract Term: 5 years AX Account Number: 483826 Fresno County District Attorney I Oth Floor, 2220 Tulare Street, # 1000 Fresno, CA 93721 us EMAIL DELIVERY METHOD PAYMENT METHOD bberkley@ taser.com Fedex -Ground Net30 UNIT TOTAL BEFORE DISCOUNT($) NET TOTAL PRICE DISCOUNT USD 0.00 USD 0.00 USD 0.00 USD 0.00 Year I Due Net 30 Total Before Discounts: USD 0.00 Year l Due Net 30 Net Amount Due: USD 0.00 UNIT TOTAL BEFORE DISCOUNT($) NET TOTAL PRICE DISCOUNT USD 0.00 USD 0.00 USD 0.00 USD 0.00 Year 2 Due July l, 2017 Total Before Discounts : USD 0.00 Year 2 Due July l , 2017 Net Amount Due: USD 0.00 Page l of3 Year 3 Due July I , 2018 QTY ITEM# DESCRIPTION UNIT TOTAL BEFORE DISCOUNT ($) NET TOTAL PRICE DI SCOUNT 300 88311 PROSECUTOR STANDARD USD 0.00 USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM LICENSE : YEAR 3 PAYMENT Year 3 Du e July I , 2018 Total Before Discounts: USD 0.00 Year 3 Du e July I, 2018 Net Amount Due: USD 0.00 Year 4 Due July I, 2019 QTY ITEM# DESC RIPTIO N UN IT TOTAL BEFORE DISCOUNT ($) NET TOTAL PRICE DISCOUNT 300 88411 PROSECUTOR STANDARD USD 0.00 USD 0 .00 USD 0.00 USD 0.00 EVIDENCE.COM LICENSE : YEAR 4 PAYMENT Year 4 Du e July I , 2019 Total Before Discounts: USD 0.00 Year 4 Du e July I , 2019 Net Amount Due: USD 0.00 Year 5 Due July I, 2020 QTY ITEM# DESCRIPTION UNIT TOTAL BEFORE DISCOUNT ($) NET TOTAL PRICE DISCOU NT 300 88511 PROSECUTOR STANDARD USD 0.00 USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM LICENSE : YEAR 5 PAYMENT Year 5 Due July I, 2020 Total Before Discounts: USD 0.00 Year 5 Du e July I , 2020 Net Amount Du e: USD 0.00 Grand Total ... l ____ u_s_o_o_.o_o_.l Page 2 of3 Complimentary Evidence.com Tier Upgrade Through September 2016 This quote contains a purchase of either the Basic or Standard Evidence .com license. You will temporarily receive the features available with the Professional lice nse for the Basic and Standard licenses purchased until September 2016. This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier. In September 2016 you will be prompted to select which users you would like to assign to each tier. This will have no impact on uploaded data. TASER International, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are enteri ng into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's Master Services and Purchasing Agreement posted at www,taser.comllegal. You represent th at you are lawfully able to enter into co ntracts and if you are entering into this agreement for an enti ty, such as th e company, municipality, or government agency you work for , you represent to TASER that you have legal authority to bind that entity. If you do not have this a uthori ty , do not sign this Quote. Signature: Name (Print): PO# (if needed): ATTEST: BERNICE E. SEIDEL, Clerk Board of Supervisors By ~~6.\~e;-p Deputy ~~~ate: Ernest Buddy Mendes Title: Chairman, Board of Supervisors Quote : Q-69948-5 Please sign and email to Brent Be rkley at bberkley@ taser.com or fax to THANK YOU FOR YOUR BUSINESS! 'Protect Life' and © a re trademarks ofTASER International , Inc ., and TASER® is a registered trademark ofTASER International , Inc ., registered in the U.S. <C 2013 T ASE R International , Inc. All rights reserved . Page 3 of3