HomeMy WebLinkAboutPOWERDMS, LLCPwerh
Redefining Document Management
Prepared For
Name Ron luedeman
Email niedeman;aauburnws.gov,
Phone 253 288 31 G0
Address 25 West Main Strmot
Auburn, WA,
Prepared By Louis Moreto
Quote No. 00025459
Valid Until: 06/30/2014
I Billing Information
Name Auburn Police Department WA
Phone 12531288 -3160
Address City of Auburn Attu !T Department 25 West Main St
Auburn, WA 98001
Name Price Quantity
Price
Annual PowerDMS.com hosted subscription fee for up to 650 licenses $6,00000 1
Increase licenses from 150 to 550
$6,000.00
Subscriptions Subtotal USD
$6,000.00
Additional Subscription Information:
Subscription Start Date - Subscription period shall start upon execution of the quote sheet by the subscriber
Subscription Billing Frequency - Subscription fees shall be invoiced annually with the first invoice being issuable upon
acceptance of the Order Form by PowerDMS. All subscription fees are expected to be paid in advance of the subscription
period specified in the invoice
Name Price Quantity
Price
Super Launch $2,000.00 1
implementation and training for adding licenses from 150 to 650
$2,00000
Services Subtotal USD
$2,000.00
Additional Services Information:
r : Services fees shall be invoiced and payable in full upon acceptance of the Order Form by PowerDMS
Order Form Total
$8,000.00
Billing Terms: All invoices issued hereunder are due upon receipt. Unpaid invoices are subject to a late payment charge of 1 5%
per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable expenses and fees
of collection. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated. All
payment obligations are non - cancellable, and all fees paid are non - refundable.
Terms & Conditions: Payment of all fees set forth in this Quotation Sheet for the Services and Software provided by PowerDMS
shall be made at the time of execution of the Software as a Service Agreement. Subscription Acceptance The signature of the
undersigned below as the authorized representative of Licensee shall constitute Licensee's binding acceptance of a subscription for
the products /services offered by PowerDMS to Licensee as set forth in the above order form and subject at all times to the terms,
conditions and provision of PowerDMS's' Software as a Service Agreement ("SaaS ") set forth at PowerDMS webs!te
http: / /wwu, po wordnu .coni/seivlce- agreenlenLaspx which terms, conditions and provisions are incorporated herein by reference, to
which Licensee hereby agrees to be bound, and which shall govern the rights and liabilities of the parties hereto The Effective Date
(as defined in the online terms and conditions of this Enterprise Service Agreement) shall be the date set forth below.
Authorized Signature: Date: qp • 4. 4•
Print Name: PO #'
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PwerS
Redefining Document Management
Prepared By Louis Moreto
Quote No. 00025455
Valid Until: 06130/2014
Name
Description
Annual PowerDMS.com hosted subscription
Annual PowerDMS com hosted subscription fee for up to 150 licenses
fee for up to 650 licenses
Name
Description
Super Launch
15 hours of Professional Services which include: - Discovery of process
and Key Personnel - Design and Data Entry ' Complete site set up'
Code table set up' Security design ` User Import' HTML template
creation and load - Personalized remote training not to exceed four
hours
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POWERDMS, INC.
Software as a Service ( "SaaS ") Agreement
Terms and Conditions
THIS SOFTWARE AS A SERVICE ( "SAAS ") AGREEMENT (this "Agreement ") is
entered into on this 2 day of June 2014 (the "Effective Date "), by and between POWERDMS
( "Vendor "), a Delaware corporation with its principal place of business at 200 East Robinson Strect,
Suite 425, Orlando, Florida 32801 -1935, and Auburn Police Department ( "Customer "), a
govcmment entity with a principal place of business at 25 West Nfain Street, Auburn, Washington
98001(
Recitals
WHEREAS, Vendor has developed and provides a serxicc (the "Service ") for electronic
content and relational database management of a Customer's proprietary or public documents, data
and /or materials ( "Customer Data ") utilizing Vendor's PowerDNISi "i document management
software application ( "PowerDMS ") and PowerStandards software assessment tool
( "PowerStandards ") (collectively, PowerDMSTM and PowerSmridards are referred to as `Soft - ware "),
either or which can be used independently or together in conluncuon with Customer's Customer Data
to provide the Service on a dedicated Vendor- hosted Site (as defined herein) accessible by Customer
and Cus'tomer's Users via Internet connection, and
WHEREAS, Customer desires to subscribe for and utilize the Service and dm Site and to
acquire a non- cxdusive license to use part or all of the Software in accordance with the provisions of
this Agreement.
NOW, THEREFORE, in consideration of the parties' mutual pronuses contained in this
Agreement, the parties, intending to be legally bound, agree as follows:
1 Definitions. The following definitions (and additional definitions provided bcloxv) will apply
a) "Activation Date" is defined in Section 18
b) "Customer Data" means proprietary and /or public data, inform.mon or material
provided or submitted by Customer or any User which is maintained on the Site by Vendor and
displaved in conluncuon with the Software in the course of providing the Service.
c) `Customer Representative" means the Users designated by Customer as authorized to
create User accounts, administer Customer's use of the Service and otherwise represent Customer for
the purpose of this Agreement.
2. `Pricing Schedule" means the subscription fees, base Software fees, and any professional
services fees for the Service referenced in the Quotation Sheet.
Page 1.of 12 Initials A,/� /
a) "Quotation Sheet" means service order form number (1R959 containing a description
of the Software and /or Service(s) to be furnished by Vendor to Customer, the Pricing Schedule for
same, the Target Activation Date, and the Term of any subscription for such Software and /or
Service(s) which is executed by Customer and forms a binding parr of this Agreement.
b) "Site" means the access - controlled, server -based site created for Customer and
Customer's Users of the Service and located on the Internet at littp: / /PoNverDNiS.com.
c) "Term" means the tern of Customer's subscription for the Services as set forth
specifically in the Quotation Sheet.
d) "User" means one of Customer's employees, representatives, consultants, contractors or
agents and other persons expressly permitted by Customer in connection with Customer's business
affairs that are authorized to use the Service and have been supplied User identifications and
passwords by Customer.
3. Grant of Rights. During the Term, Vendor grants Customer, and Customer s Users, the
right to access the Site and use the Service via the Internet under and subject to the terms herein.
Vendor will host the Service. Vendor reserves the right to make changes and updates to the
functionality and /or documentation of the Site and the Service from time to time
4. Grant of License. Vendor hereby grants to Customer a non - exclusive license to use the
Software, or any component thereof, during the Term to access the Site and view the Customer Data
displayed therein Customer agrees that it will not (i) modify, translate, or create derivative works of
the Software (including comparative works); (ii) reverse engineer, decnmpile, disassemble, or
otherwise attempt to derive any of the Software's source code, of (iii) distribute the Software in printed,
hardcopy form, in compiled or assembled form, or in any other manner or form that effectively
recreates or simulates the Software, whether electronically or to printed, hardcopy form. Customer
acknowledges and agrees that any breach by it, or be any of its agents, cmployces, or representatives,
of this Section shall cause irreparable injury to Vendor and that, in such an event, and in addiuon to
any other remedies that may be available, in law, in equity, or otherwise, Vendor shall be entitled to
seek and obtain injunctive relief against any threatened or continuing breach hereof.
5. Number of Authorized Users. The number of authorized Users for any given Site or Service
during the Term shall be that number as is set forth specifically in the Quotation.
6. Pricing Schedule. Customer agrees to pay those subscription fees, base Software fees, and
any professional services fees for the Service(s) as are set forth specifically in the Quotation Sheet at
such times and in such amounts as delineated therein, or as Vendor and Customer othenwse agree in
writing
7. Appropriate Use of the Site and the Service
a) While Users may be any persons that Customer authorizes to access the Site and use the
Service for its business, including, but not limited to, Customer's emplovees and contractors,
Customer may not sublicense, resell or supply the Service for use in or fnr the benefit of anv other
organization, entity, business, or enterprise without Vendor's prior written consent.
Page 2 of 12 Initials l�
b) Customer agrees not to share Site - specific license codes or access passwords with other
parties and understands that license codes and access passwords are customer specific.
c) Custnrncr agrees not to use the Service to submit to the Site anv material that is illegal,
misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party
proprietary tights, invasive of personal privacy, protected by the Health Insurance Portability
Accountability Act (FiTAA), and /or restricted data, as that term is defined in Title 28, Part 20, Code
of Federal Regulations, or otherwise objectionable in Vendor's sole discretion (collectively
"Objectionable Mauer"). Customer shall ensure that its Users do not submit anv Objectionable Matter
and shall accept all liabiliry therefor. In addition, Vendor may, at its option, adopt rules for pernutted
and appropriate use and may update them from time to ume on the Vendor web site and Customer
and Customer's Users \.all be bound by anv such rules and will be notified of those changes prior to
adoption. Customer shall be given option to accept or reject those changes but may include
cancellation of services with no penalty to customer. Customer and Customer's Users will comply
with all applicable laws regarding Customer Data and use of the Service, including laws involving
private data and any applicable export controls. Vendor reserves the right to terminate this Agreement
for cause in ease the Customer materially breaches the provisions of this Section G.
d) Vendor reserves the right to suspend or terminate immediateh, anv Customer or User
account or activity that is disrupting or causing Ilion to Vendor s computers, systems or infrastructure
or to other parties, or is ni violation of state or federal laws regarding "spam," including, without
lnnitation, the (__AN -SPADE Act of 2003 Any such spamining activity by Customer will be a material
breach of this Agreement
e) Vendor designs its Site to allow Customer to achieve differcnuated configurations, enforce
User access controls, and manage Customer Data that ma} be populated and /or made accessible on
a per - Customer basis in Customer s country of residence. Customer's use of the Site and Service and
compliance with any terms herein does not constitute compliance with anv local Law of Customer's
home countrI, if such Customer is located outside the United Siatcs or the country of its Users if such
Users are located outside of the United States. Customer has an independent duty to cumph with any
and all Laws applicable to n, Including, but not limited to, data privacy and security Laws of Customer's
jurisdiction and the jurisdiction of residence of its Users. While Vendor complies with the Laws of the
United States, Vendor has not taken anv specific steps to comply with the Laws of any other
jurisdiction, and Customer shall not rely on Vendor's compliance with anv such Lags in cernf)ang its
own compliance to its local governmental authorities.
f) Customer shall comply with the export laws and regulations of the United States and other
applicable jurisdictions in using the Service. Without limiting the generalav of the foregoing, Customer
shall not make the Site available to any User that. (1) is located in a country that is subject to a U.S.
government embargo; (ii) is listed on anv U.S. Government list of prohibited or restricted parties; or
(in) is engaged in activities directly or indirectly related to the proliferation of weapons of mass
destruction.
7. Passwords and Access. Customer is responsible for ail activities that occur under Customer's
User accounts. Customer is responsible for maintaining the sccurm• and contidentiahty of all User
usernamcs and passwords. Customer agrees to nutify Vendor immediately of anv unauthonzcd use of
any Site or Service username or password or account or arty other known or suspected breach of
security /��
Page 3 of 12 Initials A4 / m —
a
8. Customer Data
a) All Customer Data submitted by Customer to the Site, whether posted by Customer or by
Users, will remain the sole property- of Customer or such Users to the full extant provided by law
b) Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness of and copyright permissions for all Customer Data. Vendor will not use the
Customer Data for any purpose other than to provide the Service to Customer.
c) Vendor will use commercially reasonable security measures to protect Customer Data
against unauthorized disclosure or use Vendors' production and disaster recovery systems are
maintained in geographically dispersed secured SOC 2 certified datacenters in the United States with
redundancy on all critical support elements (i.e. data, power, environmental controls, and fire
suppression).
d) All Customer Data accessible at the Site by Customer and Users of Vendor's Service has
been designed, created and provided solely by Customer or third parties without the participation or
involvement of Vendor. Vendor assumes no responsibilitr for the accuracy, propriety, or usefulness
to Customer and /or Users of such Customer Data. Vendor provides no warranties, representations
(ic indemnification to Customer and /or Users for their access to, and use of, such Customer Data
"Ibe provisions of Section 15(a) are expressly inapplicable to the display of any such Customer Data
during the use of Vendor's Service by Customer and /or User
e) During the Term of this Agreement, Customer may extract and /or purge Customer Data
at any time by accessing its Customer Data directly through Customer s Service account. Customer
may extract all Customer Data through the backup function within the application. All Customer Data
is returned to Customer in its native format or within a common computer delineated file. At any ume
during the Term, Customer may also make a written request to Vendor to purge all of the Customer
Data related to Customer's site. Upon Termination of this Agreement, Vendor shall retain all
Customer Data for a minimum of ninety (90) days, and Customer may continue to submit to Vendor
written requests to purge or retrieve Customer Data. Thereafter, Vendor shall have no obligation to
continue to hold, export or return Customer Data, and Customer acknowledges Vendor has no
liability whatsoever for deletion of Customer Data which may occur ninety (90) days after termination
of this Agreement
9 Vendor conducts automatic backups of its systems, including the Site and Customer Data
stored therein, pursuant to Vendor's internal backup policies, which may be modified in Vendor's sole
discretion at any time without notice. if the Site or Vendor's systems are impacted by any failure or
other incident resulting in data loss on Vendor's primary system, Vendor will take commercially
reasonable steps to restore the Site and Customer Data from the most recent existing, unaffected
backup available to it. Vendor makes no representations or warranties regarding its ability to recover
any Customer Data lost, and Customer acknowledges that it is responsible for conducting its own
regular backups of Customer Data through its account interface.
Page 4 of 12 Initials
9. Limited License to Customer Data. Subject to the terms and conditions of this Agreement,
Customer grants to Vendor a non - exclusive license to use, copy, store, transmit and display Customer
Dart to the extent reasonably necessary to provide and maintain the Service.
10. Vendor's Ownership. Vendor retains all rights in the Site and the Service Thu Agreement
grants no ownership rights to Customer. No license is granted to Customer except as to use of the
Site and the Service as expressly stated herein. "Ilie Vendor name, the Vendor logo, and the product
names associated with the Service are trademark, of Vendor or third parties, and they may not be used
without Vendor's prior written consent.
11. Restrictions on Use of the Service. Customer may not alter, resell or sublicense the Service
or provide it as a service bureau. Customer agrees not to reverse engineer the Service or its software
or other technology Customer will not use or access the Service to: (i) build a competitive product or
sen-ice, (it) make or have made a product using similar ideas, features, functions or graphics of the
Semce, (iii) make derivative works based upon the Service or (iv) copy any features, functions or
graphics of the Service Customer will not "frame" or "mirror" the Service. Use, resale or exploitation
of the Service except as express], penrutted m this Agreement is prohibited.
12. Privacy Vendor agrees to implement its privacy policies in effect from time to time. Vendor
reserves the right to modib, its privacy- and security politics from time to time in its business judgment
and as it deems required for compliance with applicable law Customer shall be notified prior to
implementation of policies, which may affect customer rights under this agreement.
13. Additional Warranties. Customer represents and warrants that it has not falsely identified
itself or provided any false information to gain access to the Service and that Customer's billing
information is correct.
14. Professional Services.
a) Customer may, retain Vendor to perform professional services ( "Professional Services")
as the panes may agree upon in writing in the form of a work order or other writing ("Work Order ").
Vendor will use reasonable efforts to Carr, out the Professional Sen-iccs stated in the V ork Order and
to provide any resulting functionality, in the Service made available online to Customer and Customer s
Users. Except as the parties otherwise agree in a Work Order, Professional Services and the results
thereof are made available "1S IS-"
b) Unless otherwise agreed in writing in the Quotauon Sheet, Professional Services are
provided by Vendor on a time and materials hasis at Vendor's then applicable rates and subject to
such deposit or advance payment as Vendor may require.
15. Indemnification.
a) Vendor will defend, indemnify, and hold Customer (and its officers, directors, employees
and agents) harmless Crom and against all costs, liabilities, losses, and expenses (including reasonable
attorneys' fees) (collectively, "Losses ") aribuhg from any third parry claim, sun, action, or proceeding
arising from the actual or alleged infringement of any United States copyright, patent, trademark, or
misappropriation of a trade secret by the Service (other than that due to Customer Data). In case of
such a claim, Vendor may, in its discretion, procure a license that will protect Customer against such
Page 5 of 12 Initials Z'
claim without cost to Customer, replace the Service with a non - infringing Service, or if it deems such
remedies not practicable, Vendor may terminate the Service and this Agreement without fault,
provided that in case of such a termination, Customer will receive a pro -rata refund of the license fees
prepaid for use of the Service not vet furnished as of the termination date. THIS SECTION STATES
CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGED4ENT OR CLAIMS
ALLEGING INFRINGEDIL'NT
b) Customer will defend, indemnify, and hold Vendor (and its officers, directors, employees
and agents) harmless from and against all Losses arising out of or in connection with a claim, suit,
action, or proceeding by a third party (1) alleging that the Customer Data or other data or information
supplied by Customer infringes the intellectual property rights or other rights of a third party or has
caused harm to a third parry (n) arising out of breach of Sections 6 (Appropriate Use of the Site and
Service) or 7 (Passwords and Access) above, or (ill) arising out of any claim made or brought by a
third party, including any governmental entity other than a United States governmental entity, alleging
that the Customer Data or the Site violates any non- United States Laws applicable to Customer or
Customer's Users.
c) Customer will defend, indemnify, and hold Vendor (and its officers, directors, employees
and agents) harmless from any expense or cost arising from any third party subpoena or compulsory
legal order or process that seeks Customer Data and /or other Customer - related information or data,
including, without limitation, prompt payment to Vendor of all costs (including attorneys' fees)
incurred by Vendor as a result, In case of such subpoena or compulsory legal order or process,
Customer also agrees to pay Vendor for its staff time in responding to such third party subpoena or
compulsory legal order or process at Vendor's then applicable hourly rates. If Customer is prevented
from giving the indemnifications set forth in Section b) above or this Section c) because Customer is
a governmental entity or quasi - governmental entity subject to a local or state law prohibiting such
indemnification, these sections shall not apply to Customer to the extent disallowed by such applicable
state or local law
d) In case of any claim that is subject to indemnification under this Agreement, the party that
is indemnified ( "Indemnitee ") will provide the indennin'ving party ( "Indemnitor ") reasonably prompt
notice of the relevant claim. Indemnitor will defend and /or settle, at its own expense, an)' demand,
action, or suit on any claim subject to indemnification under this Agreement. Each party will cooperate
in good faith with the other to facilitate the defense of any such clai n and will tender the defense and
settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims
may be settled without the consent of the Indemnitee, unless the settlement includes an admission of
wrongdoing, fault or liability
16. Disclaimers and Limitations
a) THE WARRANTIES EXPRESSLY STATED IN THIS 'WREEIvIENT ARE THE
SOLE AND EXCLUSIVE WARRANTIES OFFERED BY VENDOR. THFTE ARE NO
OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR INII'L.IED, INCLUDING
WITHOUT LIMITATION, THOSE OF ivIFRCHANfABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE SITE AND SERVICE ARE PROVIDED TO CUSTOMER ON
AN "AS IS" AND "AS AVAILABLE" BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY
FOR DETERMINING WHETHER THE SERVICE OR THE INFORDLATION GENERATED
THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES. VENDOR
Page 6 of 12 Initials 24 / C
DOES NOT \Ur1RRr \NT THAT USE OF THE SYSTEM % \'ILL BE ERROR -FREE OR
UNINTERRUPTED \'I_.NDOR IS NOT RESPONSIBLE FOR SOFT\N,ARE INSTALLED OR
USED BY CUSTOMER OR USERS OR FOR THE OPERA \TION OR PERFORMANCE OF
THE INTERNET
b) Except with regard to Customer's payment obligations and with regard to either party's
indemnification obligations, in no event will either party's aggregate liability exceed the license fees
paid be the Customer during the subscription. Except in regard to Customer breach of Sections G, 7,
or 11, in no event will either party, be liable for any indirect, special, incidental, consequential damages
of any type or land (including, u-ithom limitation, loss of data, revenue, profits, use or other economic
advantage).
c) The Service may include gateways, links or other functionality that allows Customer
and /or Users to access third parry scnnces ( "'Third Party Services ") and /or third party Content.
Vendor does not supply and is not responsible fur any Third Party- Services or
Content, which may be subject to their own licenses, end -user agreements, privacy and security
policies, and /or terms of use. VENDOR MAKES NO \\'ARItANTY AS TO THIRD PARTY
SERVICES OR CONTENT
17 Confidentiality
a) "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 written or tangible form in
connection %with this Agreement. Oral disclosure will also be deemed Confidential Information if it
would reasonably be considered to be of a confidential nature or if it is confirmed at the time of
disclosure to be confidenual.
b) Notwithstanding the foregoing, Confidential Information does not include information
which is. (i) already m the possession of the receiving part)' and not subject to a confidentiality
obligation to the providing parry, (u) independently developed by die receiving party, (iii) publicly
disclosed through no fault of the receiving parr; (rv) rtghtfulh received by the receiving party from a
third parr' that is not under am- obligation to keep such information confidential; (v) approved for
release by written agreement xvidh 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
parry of anv such requirement and cooperate with any attempt to procure a protective order or similar
treatment.
e) Neither parcv will use the other party's Confiidcnual information except as reasonably
required for the performance of this Agreement. Each party will hold in confidence the other party's
Confidential Information by means that are no less restrictive than those used for its own confidential
materials. Each parr- agrees not to disclose the other part's Confidential Tnformauon to anyone other
than its emplovees or subcontractors who are bound by confidentiality obligations and who need to
know the same to perform such party's obligations hereunder. "Thc confidentiality obligations set forth
in this Section will survive for one (1) years after the termination or expiration of this Agreement.
d) Upon termination or expiration of this Agreement, except as otherwise agreed in wrung
or otherwise stated to this Agreement, each party will, upon the request of the disclosing party, either
(i) return all of such Confidential Information of the disclosurg party and all corics thereof in the
Page 7 of•12 Initials w` AQ,� / No
receiving party's possession or control to the disclosing party; or (it) destroy all Confidential
Information and all copies thereof in the receiving party's possession or control. The receiving party
will then, at the request of the disclosing party, certify m writing that no copies have been retained by
the receiving party, its employees or agents.
e) In case a party- recei, es legal process that demands or requires disclosure of the disclosing
partvs Confidential Information, such party will give prompt notice to the disclosing party, if legally
permissible, to enable the disclosing party to challenge such demand.
0 Washington's Public Records Act. Vendor acknowledges that customer is subject to
Chapter 42.56 of the Revised Code of Washington "Public Records Act." As such, customer may
receive requests for documents related to this Agreement, which documents may contain
Confidential Information. Notwithstanding any other provision of this Agreement, if Customer
receives a request for documents that may apply to the Software Products, Customer will notify
Vendor of the request. Vendor shall have ten (10) calendar days after Customer sends notification
to obtain an injunction preventing Customer from releasing the documents. Vendor agrees that if
a court of competent j urisdiction orders Customer to release the documents, and to pay penalties,
costs, or attorney's fees based on Vendor's assertion of an exemption to the Public Records Act,
Supplier will reimburse Customer in full.
18. Term and Termination
a) The Term commences on the "Effective Date" and shall continue for the period of ume
set forth in the Quotation Sheet. Vendor will use commercially reasonable efforts to make the Service
available to Customer on the "Target Activation Date" as set forth specifically in the Quotation Sheet.
The "Activation Date" will be the date that Vendor first makes the Sep-ice available to Customer and
provides email or written nonce of such availability to Customer. In most cases, the Target Activation
Date and the Activation Date will be the same; Vendor will inform Customer of any likely delay This
Agreement shall automatically be renewed and extended for an additional Term. An invoice shall be
treated as Vendor's notice to renew and payment of the invoice as customer's agreement to renew In
the event Customer does not pay the submitted invoice, this Agreement shall terminate upon the
expiration of the current Term.
b) Either party may terminate this Agreement at anv time in the event that the other party
breaches any material term of this Agreement and fails to cure such breach within sixty' (60) days after
receiving written notice thereof or, if the breach cannot reasonably be cured during such period, fails
to begin diligent efforts to cure that breach during such period and continue with such efforts until
the breach is cured.
C) Vendor, in its sole discretion, may suspend or terminate Customer's username and
password, account, or use of the Service and /or terminate this Agreement if Customer fails to pay any
one or more of the subscription fees set forth in this Agreement within the time period expressly set
forth therein, or if Customer otherwise materially breaches this Agreement and such breach has not
been cured wgthin 10 business days of notice of such breach.
Page 8 of 12 Initials Na
d) If the Customer or Vendor enters into liquidation, whether compulsory or voluntary
(except for the purposes of bona fide reconstmction or amalgamation with the prior written approval
the other part'), or compounds with or makes any arrangement with its creditors other- vise than in
the ordinary course of business or makes a general assignment for the benefit of its creditors, or if it
has a receiver manager, administrative receiver, or administrator appointed over the whole or
substantially the whole of its business or assets, or if it ceases or threatens to cease to earn- on its
business, the other party may termnate this Agreement immediately
e) Vendor may suspend or terminate Customer's use of the Site or Services at am time
without prior notice in order to: (a) prevent damages to, or dcgrtdation of, Vendor's Internet network
integrity; (b) comply Nvith any late, regulation, court order, or other governmental request or order
which requires immediate action; or (c) otherwise protect Vendor from potential legal liabihry Vendor
shall use commercially reasonable efforts to notify Customer of the reasons for such suspension or
termination action as soon as reasonably practicable after such action. In the event of a suspension,
Vendor shall promptly restore use of the Site and Services to Customer as soon as the event giving
rise to the suspension has been resolved. Nothing contained in this Agreement shall be construed to
limit Vendor's action or remedies in any way Nvuh respect to any of the foregoing activities. Vendor
reserves the right to take any and all additional actions it may deem appropriate with respect to
Customer's use of the Site and Services, including taking action to recover the costs and expenses of
identifying offenders .ind excluding them from the Site and Services, and levying cancellation charges
to cover Vendor's expenses in the event of disconnection of dedicated access for the causes outlined
above.
f) NON - APPROPRIATION OF FUNDS If sufficient funds are not appropriated or
allocated for payment under this Agreement for any future fiscal period, the Customer will not be
r = obligated to -make payments for Services or amounts incurred after the end of the current fiscal
period, and this Agreement will terminate upon the completion of all remaining Services for which
•- funds are allocated. No penalty or expense shall accrue to the Customer in the event this provision
applies.
g) Upon termination of this Agreement for any reason, all outstanding amounts due Vendor
by Customer will immediately become due and payable. In addition, except for the provisions set
forth in Section 18, all rights and obligaduns of the parties hereunder will autnrtaaucally cease
Furthermore, upon such termination, Customer and Users shall cease all use of Services. In the event
that Customer has not removed all of Customer's Confidential Information and data from the Site
prior to Vendor's deactivation or deletion of Customer's account, then, so long as Cusn nner was in
comphance \with the terms and conditions of this Agreement at the Lime of termination of such
Agreement, and upon Customer's written request, Vendor shall, as promptly as is reasonably possible
after termination, return to Customer all of Customer's Confidential Information and data contained
in its account electronically in an appropriate and reasonable format as nmtually agreed by the parties
and in compliance with Section 8(e) herein. Further, Customer agrees that Vendor shall not be liable
to Customer or any third party for anv termination of this Agreement.
h) Termination shall not affect or prejudice any tights or ocher remedv that a party may have
with respect to the event giving rise to the termination or any other rights or other remedy which a
party may have with respect to any breach of this Agreement which cxis-ced at or before the date of
terminauon
Page 9 'of 12 Initials 74 C
19. Survival of Provisions. The following provisions will survive termination: all definitions,
Customer's accrued financial obligations, the license to Customer Data to the extent reasonable for
Vendor's discharge of its post - termination obligations, and the following Sections and paragraphs: 1
(Definitions), 8(a) & (d) (Customer Data), 10 (Vendor's Ownership), 11 (Restrictions on Use of the
Service), 15 (indemnification), 16 (Disclaimers and Limitations), 17 (Confidentiality), 18 (Terre and
Termination), 19 (Survival of Provisions), 20 (Nnnce), and 23 (Ttlisccllanenus)
20. Notice. Vendor map give notice by means of electronic mail to Customer's email address on
record in Customer's account or by written communication sent by first class mail or by courier service
to Customer's address on record in Customer's account. Such notice will be deemed to have been
given upon the expiration of 36 hours after mailing (if sent by first class mail) or sending by courier
or 12 hours after sending (if sent by email), or, if earlier, when received. Customer may give notice to
Vendor by email to Contracts a powerdms.com. A party may, by giving notice, change its applicable
address, email, or other contact information.
21. Assignment. This Agreement may not be assigned by Customer without the prior written
approval of Vendor but may be assigned by Vendor to (i) a parent or subsidiary, (it) an acquirer of all
or substantially all of Vendor's assets involved in the operations relevant to this Agreement, or (iii) a
successor by merger or other combination Am purported assignment in violation of this Section will
be void. This agreement may be enforced by and is binding on permitted successors and assigns.
22. Intentionally Left Blank
23. Miscellaneous
a. Choice of Law; Jurisdiction This agreement and any disputes or claims arising out of
or in connection with it or its subject matter or formation (including non - contractual disputes or
claims) are governed by, and construed in accordance with the laws of the State of Washington.
Venue for all actions in connection with this Agreement shall lie exclusively in King County
Washington.
b. Severability if any provision of this Agreement 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 this Agreement will be construed as if the invalid, illegal, or
unenforceable provision is severed and deleted from this Agreement
C. No Agency No joint venture, partnership, employment, or agency relationship exists
between Customer and Vendor as a result of this Agreement or use of the Service
d. No Waiver. the failure of Vendor to enforce am- right or provision in this Agreement
will not constitute a waiver of such right or provision unless acknowledged and agreed to by Vendor
in writing
C. Force Majeure. Except for the payment by Customer, if the performance of this
Agreement by either parr- is prevented, hindered, delayed or otherwise made impracticable by reason
of and Flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes
bevond the control of such part, that party will be excused from such to the extent that it is prevented,
hindered or delayed by such causes.
Page 10 of 12 Initials /jam
f. Entire Agreement. This Agreement comprises the enure 3greetnem between Customer
and Vendor and supersedes all prior or contemporaneous negotiations, discussions or agreements,
whether written or oral, between the parties regarding the subject matter contained herein. Vendor
reserves the right to modify this Agreement during the Subscription renewal process through
nutificadun to the Customer of a change in the terms of this Agreement. Any modification to the
Agreement provided via notice to the Customer during this renewal process shall become binding on
the Customer upon its payment for the renewal Term. If either party swishes to amend the terms of
this Agreement at a time other than during the annual renewal of the Agreement, no such amendment
or modification shall be binding unless in writing and signed by an authorized representative of each
parry
{SIGNATURIZS ON FOLLOWING PAGE}
Page 11 of 12 Initials 7l�
IN WITNESS WHEREOF, the parties by their signatures below hereby execute this Agreement as
of the Effective Date.
PowerDMS
Bp 1-1 �fFFt+
Print Name: Tim Gunther
Title. Vice President, Sales and Marketing
Date: 6 -2 -2014
AUBUR POLICE DEPARTNIENT
Bt
Print Name: Na Backus
Title: Mavor
Datc in-A-4
Page 12 of 12 Initials