HomeMy WebLinkAbout20231724.tiffDocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-B097653F3821
Con a c+ t p Gov'
RAVE
MOBILE SAFETY
492 Old Connecticut Path
Framingham, Massachusetts 01701
Phone: (508) 532-8953
Ship To
Weld County, CO ("Customer")
1150 O Street
Greeley, Colorado,
80631 United States
Bill To
Weld County, CO
1150 O Street
Greeley, Colorado
80631 United States
Customer Acceptance Form
Order #:
Date:
Expires On:
Q-15748
May 31, 2023
June 30, 2023
SALESPERSON
EMAIL
PAYMENT METHOD
Anthony Johnson
ajohnson@ravernobilesafety.com
Net 30
INITIAL LICENSE TERM:
36.0 month term beginning on the Effective Date
Annual License Fees
Product Description
Unit Price
QTY
Annual Fee
Rave Alert Internal Bundle
$7,500.00
1.00
$7,500.00
Annual License Fees TOTAL:
$7,500.00
Recurring Professional Service Fees
Product Description
Unit Price
QTY
Annual Fee
Rave Training - Annual Online US
$1,200.00
1.00
$1,200.00
Recurring Professional Services Fees TOTAL:
$1,200.00
Setup Fees
One -Time Service Description
One -Time Fee
Critical Communications Set -Up Fee
$2,500.00
One -Time Professional Service Fees TOTAL:
$2,500.00
TOTAL FEES:
# of Months Cost Per Year
Annual Fees: 36.0 $8,700.00
Total Contract
$26,100.00
One -Time Fees (Set Up & Integration):
$2,500.00
Total Fees:
$28,600.00
$11,200.00
Fees Payable Net 30:
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Page 1 of 2
6.//1/2-,5
2023-1724
1T00(Z
DocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-6097653F3821
ACCEPTANCE
Please sign and date this Customer Acceptance Form to indicate your acceptance of this proposal as an authorized representative of Customer.
Payment will be due 30 days from the date Customer signs this Customer Acceptance Form. If Customer's internal procedures require that a purchase
order be issued as a condition to payment of any Fees due to Rave, Customer will timely issue such purchase order to Rave. This Customer
Acceptance Form is governed by the Master License and Services Agreement attached hereto. Any requested changes to the terms by Customer will
impact price proposal above. The effective date will be the date Customer signs this Customer Acceptance Form ("Effective Date").
RAVE ALERT
No additional fees shall be payable to Rave for Rave Alert messages manually sent for immediate delivery by a Management Console user via the
Emergency SMS Profile. The Rave Alert annual license fee also includes unlimited messaging via Email, Social Media, App Push, RSS, or Outbound
CAP delivery modes. The delivery of Voice, SMS via 10DLC, or SMS via Web Service messages initiated via the Rave API Toolkit, the Inbound CAP
API, or scheduled for future delivery from within the Management Console, may be subject to additional fees. Unless specifically addressed in this or
another Customer Acceptance Form, additional per message fees ($0.03 per SMPP or Web Service SMS message, $0.08 per Voice Message) are
billed quarterly in arrears for message quantities greater than 10,000 messages per month or 1 message per registered user per month, whichever is
greater. Rave's Voice messaging fees apply to voice calls made within and to the contiguous continental United States. International and long-distance
rates apply for other calls. Rave reserves the right to audit Customer's usage for compliance with message quantities purchased and used.
SPECIAL CONDITIONS
NONE
Rave Wireless, Inc.
Signature:
Name (Print):
Weld County, CO
Signature:
Name (Print):
DocuSigned by:
Mitt* t pot
William T. Piett
Mike Freeman
Billing Contact Information
First Name: Sam
Email:
spenn@weld.gov
Please sign and email to Anthony Johnson at ajohnson@ravemobilesafety.com
Date:
Title:
Date:
Title:
Last Name:
Phone:
THANK YOU FOR YOUR BUSINESS!
Page 2 of 2
6/12/2023
VP Rave at Motorola Sol utiona
JUN 1 9 2023
Chair, Board of Weld
County Commissioners
Penn
970-400-2540
72-
DocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-B097653F3821
MASTER LICENSE AND SERVICES AGREEMENT
This Master License and Services Agreement (together with Rave's Support and Service Level Policy and all Rave customer acceptance forms ["Customer
Acceptance Forms"] entered into by the Parties, the "Agreement") governs the license of all Products and acquisition and use of all Services provided to the
customer referenced on the accompanying Customer Acceptance Form ("Customer") by Rave Wireless, Inc. d/b/a Rave Mobile Safety, SwiftReach Networks,
LLC, or RMS Software, Inc., depending on which entity executed the Customer Acceptance Form (in either case, such entity is referred to herein as "Rave"). Each
of Rave and Customer shall also be referred to individually as a "P " and collectively as the "Parties".
1. SERVICES AND PRODUCTS
1.1 Services. In consideration of the Fee(s) payable by Customer pursuant
to the Customer Acceptance Form(s), Rave shall provide the Customer with
(i) the Rave services specified in such Customer Acceptance Form(s), (ii)
the related technical support services specified in Rave's Support and
Service Level Policy ("Support"), and (iii) the license to Rave's related
proprietary application software product(s) and Documentation (collectively,
"Products") set forth in Section 1.2 below. For purposes of this Agreement,
the Rave services, Support and Products referred to above in (i)-(iii),
together with any Professional Services specified in the Customer
Acceptance Form(s), are collectively referred to as the "Services".
1.2 Products License. Subject to the terms and conditions of this
Agreement, Rave hereby grants to Customer a limited, non-exclusive, non-
transferable (except pursuant to Section 9.5 below), non-sublicensable right
and license during the applicable License Term (i) to access and operate the
Products, (ii) to permit Administrators to use the features and functions of
the Products, and (iii) to make copies of the Documentation solely for
Customer's internal use by Administrators. Rave may, in its discretion,
develop and release generally to licensees updates or upgrades to the
Products. Subject to Customer's payment of the Fees and all other amounts
that may be payable with respect to the Products, Rave shall, during the
applicable License Term, make any such updates and upgrades available to
Customer if and when generally released to its other licensees at no
additional cost (but not including any software marketed by Rave as a
separate product or as a module for which additional fees are charged). Any
such updates and upgrades provided under this Agreement shall be deemed
to constitute part of the Products and shall be subject to all of the terms and
conditions set forth in this Agreement. Customer acknowledges that Rave
and its licensors own all intellectual property rights in the Products (and all
derivative works thereof) and Rave expressly reserves all rights not
expressly granted to Customer hereunder.
1.3 Product Restrictions. Except to the extent otherwise expressly
authorized by Rave under this Agreement, Customer shall not, and shall not
allow any third party to, copy, modify, adapt, translate, publicly display,
publish, create derivative works of or• distribute any of the Products.
Customer will not use any Product for any purpose beyond the scope of the
licenses granted in Section 1.2 above. Without limiting the foregoing,
Customer will not (i) authorize or permit use of the Products by or for persons
other than Administrators; or (ii) decompile, disassemble, reverse engineer,
or otherwise attempt to obtain or perceive the source code from which any
component of the Products is compiled or interpreted. Customer shall
duplicate all proprietary notices and legends of Rave upon any and all copies
of the Products authorized to be made by Customer and shall not remove,
alter or obscure any such proprietary notice or legend.
1.4 Customer Content License. Applicable specifically to the Rave Aware
product, subject to the terms and conditions of this Agreement, Customer
hereby grants to Rave a limited, non-exclusive, non -transferable (except
pursuant to Section 9.5 below), non-sublicensable right and license during
the applicable License Term (i) to access and use Customer Content to
provide Products to Customer in accordance with this Agreement, (ii) use
and create derivative works of Customer Content including combining
Customer Content with Rave's other customers' data to create a data
consortium ("Data Consortium") and make such Data Consortium available
through the Products. Except as otherwise provided in this Agreement, Rave
shall not disclose Customer Content to third parties.
2. TERM AND TERMINATION
2.1 License Term and Agreement Term. The initial term of each license
to a Product under this Agreement shall be set forth in the applicable
Customer Acceptance Fonn ("Initial License Term"). Except as otherwise
specified in such Customer Acceptance Form, each license will be
automatically renewed on the same terms and conditions herein for
successive one-year terms (each, a "Renewal License Term"), at Rave's
then -current pricing, unless either Party provides written notice to the other
-t-
Master License and Services Agreement
Version 9
Party of its intent not to renew such license at least ninety (90) days prior to
the expiration date of the then -current License Term. As used in this
Agreement, "License Term" means the entire period during which the license
to a Product is in effect. The tern of this Agreement shall commence on the
Effective Date of the initial Customer Acceptance Form entered into by the
Parties and, subject to any earlier termination of this Agreement by a Party
pursuant to Section 2.2 below, shall automatically expire on such date that
it is not renewed ("Agreement Term").
2.2 Termination for Breach/Bankruptcy. Either Party may terminate this
Agreement (or the license to any Product(s) hereunder) upon written notice
in the event that the other Party fails to make a required payment hereunder
or materially breaches this Agreement and thereafter (i) in the case of non-
payment, has failed to pay such amounts within five (5) days after receiving
written notice thereof; or (ii) in the case of material breach, has failed to cure
the breach within thirty (30) days after receiving written notice thereof. In
addition, either Party may terminate this Agreement upon written notice after
the other Party has executed an assignment for the benefit of creditors or
filed for relief under any applicable bankruptcy, reorganization, moratorium,
or similar debtor relief laws, or in the event that a receiver has been
appointed for the other Party or any of its assets or properties, or an
involuntary petition in bankruptcy has been filed against such other Party,
which proceeding or petition has not been dismissed, vacated, or stayed
within thirty (30) days.
2.3 Effect of Termination. Upon termination or expiration of this
Agreement, each Party shall (i) immediately discontinue all use of the other
Party's Confidential Information and, in the case of the Customer, the
Products; (ii) return to the other Party or, at the other Party's option, destroy,
all originals and all copies of such other Party's Confidential Information then
in its possession; and (iii) shall promptly pay all amounts due and remaining
payable hereunder. Termination or expiration of this Agreement will
automatically terminate all licenses granted hereunder.
2.4 Survival of Obligations. The provisions of this Agreement that, by their
nature, are intended to survive a termination or expiration of this Agreement
(or the license to any Products hereunder), including without limitation
Customer's obligations to pay any amounts due and outstanding hereunder
and the provisions of Sections 2.4, 4, 5, 6, 7, 8, 9 and 10 hereof, shall survive
termination or expiration of this Agreement.
3. PROFESSIONAL SERVICES
Any Professional Services to be provided by Rave to Customer shall be
provided in accordance with the specific terms and conditions of the relevant
Customer Acceptance Form covering such Professional Services.
4. FEES AND PAYMENTS
The license fees payable by Customer for each Product and the fees
payable for any related Professional Services are set forth in the applicable
Customer Acceptance Form covering such Product(s) and/or Professional
Services, as the case may be (collectively, "Fees"). The Fees are based on
the then -current pricing of Rave's telecommunication carriers, which may
change from time to time. Rave reserves the right to increase the Fees at
any time if its carriers significantly increase their pricing. All amounts payable
under this Agreement shall exclude all applicable sales, use and other taxes
and all applicable export and import fees, customs duties and similar
charges. Customer will be responsible for payment of all such taxes (other
than taxes based on Rave's net income), fees, duties and charges, and any
related penalties and interest, arising from the payment of (or failure to pay)
any Fees. Customer must notify Rave, or its designee, in writing of any
dispute or disagreement with invoiced charges within thirty (30) days after
the date of invoice. Absent such notice, Customer shall be deemed to have
agreed to the Fees as invoiced upon the expiration of such time period.
Rave reserves the right to charge, and Customer agrees to pay, a late
charge equal to the lesser of one and one-half percent (1'/z%) or the highest
rate permitted by law, per month, on any amount not paid by its due date
that is not the subject of a reasonable, good faith dispute.
5. CUSTOMER OBLIGATIONS
DocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-B097653F3821
5.1 Customer Operation of Products. Customer acknowledges and
agrees (i) that Customer is responsible for certain aspects of the operation
of the Products, as set forth in the Documentation, including the related
training and supervision of Administrators, and (ii) that in no event shall Rave
have any liability arising from Customer's or any Administrators' failure to
operate the Products in accordance with the Documentation.
5.2 Customer Compliance. Customer only shall use the Services in
compliance with all applicable laws, regulations, ordinances, rules or other
requirements promulgated by governing authorities or imposed by Third
Party Service Providers having jurisdiction over the Parties or are involved
with the operation or use of the Services. Customer agrees to cooperate fully
with Rave to ensure that Rave and Customer comply with such
requirements, as they may be modified from time to time. Customer shall
send messages only to individuals who have opted -in to receive messages
from Customer and have not opted out. Customer shall not (i) deliver to Third
Party Service Providers for transmission or disseminate any content or
material under this Agreement that (a) is harassing, defamatory threatening,
obscene, or otherwise objectionable, including material that is false or
misleading or (b) violates the rights of any person or company protected by
copyright, trademark, trade secret, patent or other intellectual property,
privacy or other laws or regulations; (ii) use the Services or Rave's systems
to transmit or disseminate unsolicited material, including without limitation
'junk mail" or "unsolicited bulk e-mail", or other advertising material to
persons or entities that have not specifically agreed to receive such material
by either opting in or not opting out; or (iii) use the Services or Rave systems
to introduce malicious programs into the Products, Rave's systems, or the
Third Party Service Providers' networks or servers, including viruses,
worms, Trojan horses, e-mail bombs, cancelbots or other computer
programming routines that are intended to damage, interfere with, intercept
or expropriate any system, data or personal information, including executing
any form of network monitoring that will intercept or extract data. Under no
circumstances shall Customer make any representations, warrantees or
guarantees with respect to the Services, except to the extent expressly set
forth in this Agreement. Customer shall be responsible for the compliance
by all Designated Institutions and their respective Administrators, and End
Users with all of the terms and conditions of this Agreement.
5.3 Customer Content. If Customer provides or otherwise makes available
any information or any other data collected by Customer or a third party
regarding End Users to Rave or any Third Party Service Provider or
Emergency Service Provider in connection with the operation or use of the
Services (collectively, the "Customer Content"), Customer represents and
warrants that Customer has all legal rights to such Customer Content, in
order to use and disclose, and permit use and disclosure of, the Customer
Content in connection with the operation and use of the Services as
contemplated by the Documentation and this Agreement.
6. WARRANTY, DISCLAIMER, AND LIMITATIONS
6.1
Warranty
(a) Mutual Warranties. Applicable specifically to the Rave Aware product,
each party represents and warrants it shall comply with the Federal Bureau
of Investigations Criminal Justice Information Security Addendum (" Securi
Addendum") as set forth in Appendix 2.
(b) Additional Rave Warranty. Rave represents and warrants it shall
impose the contractual obligations as set forth in Appendix 2 on its
customers who have access to the Data Consortium.
6.2 Disclaimer. EXCEPT AS SET FORTH IN SECTION 6.1
HEREOF, THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS"
AND ON AN "AS AVAILABLE' BASIS AND, TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, RAVE EXPRESSLY DISCLAIMS
ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR
NATURE, RELATING TO THE SERVICES AND PRODUCTS, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON -INFRINGEMENT, TITLE, DATA
ACCURACY, SATISFACTORY QUALITY, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY
IS MADE BY RAVE ON THE BASIS OF TRADE USAGE, COURSE OF
DEALING OR COURSE OF TRADE. Rave does not warrant that the
Services or Products will meet Customer's or any Designated Institution's
requirements, that the operation thereof will be uninterrupted or error -free,
or that all errors will be corrected. Without limiting the foregoing, Customer
acknowledges and agrees that (i) Rave cannot guarantee the performance
of any Third Party Service Provider or Emergency Service Provider and that
neither Party may make any claims or guarantees on behalf of Third Party
Service Providers or Emergency Service Providers regarding any matters,
(ii) delivery of any messages or any information regarding End Users in
connection with the operation or use of the Services is not guaranteed and
neither Rave nor any Third Party Service Provider or Emergency Service
Provider shall be responsible for any failure of delivery, and (iii) Rave shall
not be responsible for any disruption to or failure of the Services resulting
from the actions or inactions of any Third Party Service Providers or
Emergency Service Providers. Customer acknowledges and agrees that the
Services and Products are not intended to replace the services of primary
safety and emergency response services, including without imitation, 911
or equivalent, fire, police, emergency medical and public health services
(collectively, "Emergency Service Providers").
6.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR, IN
RAVES CASE, ITS REPRESENTATIVE, BE LIABLE TO THE OTHER
PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS
OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION,
LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF LOST OR
DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM
ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES
AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN
BREACHED OR HAVE PROVEN INEFFECTIVE. Notwithstanding anything
herein to the contrary, the cumulative liability of either Party to the other and
any third party for all claims arising from or relating to this Agreement and/or
the operation or use of the Services and Products shall not exceed the total
amount of all Fees paid to Rave by Customer hereunder during the twelve
(12) -month period immediately prior to the event, act or omission giving rise
to such liability, regardless of whether any action or claim is based on
warranty, indemnification, contract, tort, negligence, strict liability or
otherwise. The existence of multiple claims will not enlarge this limit. The
warranty disclaimers and exclusions and limitations of liability in this Section
6 are intended to apply without regard to whether other provisions of this
Agreement have been breached or have proven ineffective and form an
essential basis of the bargain between the Parties. Absent any of such
disclaimers, exclusions or imitations of liability, the provisions of this
Agreement, including, without limitation, the economic terms, would be
substantially different.
7. CONFIDENTIALITY
7.1 Mutual Confidentiality Obligations. Each Party agrees: (i) to use the
Confidential Information of the other Party only for the purposes of this
Agreement; (ii) to hold in confidence and protect the Confidential Information
of the other Party from dissemination to, and use by, any third party; (iii) not
to create any derivative work from Confidential Information of the other
Party; (iv) to restrict access to the Confidential Information to such of its
personnel, agents, and/or consultants who have a need to have access and
who have been advised of and have agreed in writing or are otherwise
required to treat such information as confidential; and (v) to return or destroy
all Confidential Information of the other Party in its possession upon
termination or expiration of this Agreement.
7.2 Confidentiality Exceptions. The foregoing restrictions shall not apply
to Confidential Information that (i) is publicly available or in the public domain
at the time disclosed; (ii) is or becomes publicly available or enters the public
domain through no fault of the recipient Party; (iii) is rightfully communicated
to the recipient Party by persons not bound by confidentiality obligations with
respect thereto; (iv) is already in the recipient Party's possession free of any
confidentiality obligations with respect thereto at the time of disclosure; (v)
is independently developed by the recipient Party; (vi) is approved for
release or disclosure by the disclosing Party without restriction; or (vii) is
required to be publicly disclosed by the recipient Party pursuant to applicable
freedom of information laws. Each Party may disclose Confidential
Information to the limited extent required (a) in order to comply with the order
of a court or other governmental body, or as otherwise necessary to comply
with applicable law, provided that the Party making the disclosure shall first
have given written notice to the other Party (if permitted) and made a
reasonable effort to obtain a protective order; or (b) to establish a Party's
rights under this Agreement, including to make court filings.
7.3 Disclosure of Information about End Users. Rave shall not rent,
trade or sell information regarding End Users (including, but not limited to,
Master License and Services Agreement
Version 9
DocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-B097653F3821
any Customer Content) to any third party; provided, however, that
notwithstanding anything to the contrary contained in this Agreement, (i)
Rave may disclose any such information to Third Party Service Providers
and Emergency Service Providers in connection with the operation and use
of the Services or as necessary to comply with applicable laws and
governmental orders and (ii) under no circumstances shall Rave or any
Rave Representative be liable for the failure of Customer or any third party
(including, but not limited to, any Designated Institution, Third Party Service
Provider or Emergency Service Provider) to comply with its own privacy
policies and all applicable privacy laws and regulations.
8. INDEMNIFICATION
8.1 Except as otherwise provided below, Rave shall defend or, at its option,
settle any claim, suit, or other action brought by a third party against
Customer directly and to the extent arising out of an allegation by such third
party that any use of or access to a Product by Customer as expressly
authorized under this Agreement infringes any U.S. patent issued to such
third party (each, a "Claim"), and Rave shall indemnify and hold Customer
harmless against all costs and reasonable expenses (including reasonable
attorneys' fees), damages, and liabilities arising out of any such Claim finally
awarded to such third party by a court of competent jurisdiction after all
appeals have been exhausted or at the time of a final settlement of such
Claim by Rave (collectively, "Losses"), provided that Customer gives Rave
(i) prompt written notice of such Claim; (ii) sole authority to control and dined
the defense and/or settlement of such Claim; and (iii) such information and
assistance as Rave may reasonably request, at Rave's expense, in
connection with such defense and/or settlement. Upon the occurrence of
any Claim for which indemnity by Rave is or may be due under this Section
8, or in the event that Rave believes that such a Claim is likely, Rave may,
at its option (I) modify the relevant Product so that it becomes non -infringing,
or substitute functionally equivalent software or services; (II) obtain a license
to the applicable third -party intellectual property rights; or (III) terminate this
Agreement (or the license to such Product hereunder) on written notice to
Customer and provide a prorated refund to Customer for any unused license
fees under the then -current License Term. Rave shall not be liable for any
costs or expenses incurred by or on behalf of Customer in connection with
any Claim for which indemnity by Rave is or may be due under this Section
8 without the prior written consent of an authorized officer of Rave. Rave's
indemnity obligations set forth in this Section 8 shall constitute Rave's entire
liability and Customer's sole remedy for any actual or alleged intellectual
property infringement claim with respect to the Services or Products.
Notwithstanding anything herein to the contrary, Rave shall have no
obligation or liability for any intellectual property infringement claim and any
related losses, costs, expenses, damages and liabilities whatsoever to the
extent arising from (a) the combination, operation, or use of the Product with
products, services, information, materials, technologies, business methods
or processes not furnished by Rave or otherwise expressly contemplated by
the Documentation; (b) modifications to the Product, which modifications are
not made by Rave or any party expressly authorized by Rave in writing; (c)
use of the Product except in accordance with this Agreement, the
Documentation and any other applicable user documentation or
specifications furnished by Rave in writing; (d) failure of Customer to
implement any updates and upgrades provided by Rave that would make
the Product non -infringing; and/or (e) any intellectual property provided or
otherwise made accessible to Rave by Customer or any of its Affiliates.
8.2 To the extent permitted by applicable law, in connection with any
intellectual property infringement claim against Rave and/or any Rave
Representative by a third party arising out of any actions or omissions by
Customer covered by Section 8.1(a) -(e), Customer shall defend, indemnify,
and hold Rave and each Rave Representative harmless against all costs
and reasonable expenses (including reasonable attorneys' fees), damages,
and liabilities to the extent arising out of any such claim against Rave and/or
such Rave Representative by a third party (including without limitation any
End User or governmental agency), provided that Rave gives Customer (i)
prompt written notice of such claim; (ii) sole authority to control and direct
the defense and/or settlement of such claim; and (iii) such information and
assistance as Customer may reasonably request, at Customer's expense,
in connection with such defense and/or settlement provided that Rave shall
have the option to participate in any such matter with counsel of its choice
at its expense. Customer shall not be liable for any costs or expenses
incurred by or on behalf of Rave in connection with any intellectual property
infringement claim for which indemnity by Customer is or may be due under
this Section 8 without the prior written consent of any authorized officer of
Customer.
9. MISCELLANEOUS
9.1 Applicable Law/Dispute Resolution. This Agreement and the rights
and obligations of the Parties hereunder shall be construed in accordance
with, and shall be governed by, the laws of the State of Colorado without
giving effect to its rules regarding conflicts of laws. Regarding any action for
injunctive or other equitable relief arising from the breach by the other Party
of any license, usage or confidentiality obligations hereunder, each Party
irrevocably submits to the jurisdiction of the Federal courts located within the
State of Colorado in connection with any and all causes of action between
the Parties arising from or in relation to this Agreement. The U.N.
Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement.
9.2 Services Outside the US. If Customer is interested in purchasing
Services for delivery outside of the United States, Customer acknowledges
and agrees that, in addition to any restrictions that may be imposed on
Customer by any Third Party Service Provider, any such territory outside the
United States may impose its own restrictions resulting from applicable law,
telecommunication or internet infrastructure limitations, telecommunication
or internet service provider policies, or communication device
customizations that inhibit or prevent the delivery of SMS, text or other
messaging, or restrict the ability to place or receive certain calls (e.g.,
outbound toll -free calls). Such restrictions may impede certain aspects of
the Services. Rave shall not be responsible for any such impediments or
any unavailability of the Services as a result thereof.
9.3 Force Majeure. A Party shall be excused from performance of its
obligations under this Agreement if such a failure to perform results from
compliance with any requirement of applicable law, acts of god, fire, strike,
embargo, terrorist attack, war or any other military action, acts of local, state
or national governments or public agencies, insurrection or riot or other
causes beyond the reasonable control of that Party.
9.4 Notices. All notices required by or relating to this Agreement shall be
in writing and shall be sent by means of certified mail, postage prepaid or by
nationally recognized overnight courier service, to the Parties to the
Agreement and addressed, if to Customer, as set forth in the Customer
Acceptance Form, or if to Rave, as follows:
Rave Wireless, Inc.
492 Old Connecticut Path, 2"" Floor
Framingham, MA 01701
Attention: Chief Executive Officer
or addressed to such other address as that Party may have given by written
notice in accordance with this provision. All notices required by or relating
to this Agreement may also be communicated by facsimile, provided that the
sender receives and retains confirmation of successful transmittal to the
recipient and sends a duplicate of such notice by the means specified herein.
Such notices shall be effective on the date indicated in such confirmation.
9.5 Assignment. Neither Party may assign its rights or delegate its
obligations under this Agreement without the other Party's prior written
consent, and, absent such consent, any purported assignment or delegation
shall be null, void and of no effect; provided, however, that either Party, upon
written notification to the other Party, may assign this Agreement in
connection with any merger, consolidation, corporate restructuring, sale of
any substantial portion of its assets, or any transaction in which more than
fifty percent (50%) of its voting securities are transferred, unless any such
successor or assignee of Customer is a competitor of Rave, in which case
Customer must obtain Rave's prior written consent. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of
Rave and Customer and their respective permitted successors and assigns.
9.6 Independent Contractors. Customer and Rave acknowledge and
agree that the relationship arising from this Agreement does not constitute
or create any joint venture, partnership, employment relationship or
franchise between them, and the Parties are acting as independent
contractors in making and performing this Agreement. Neither Party has the
power or authority as agent, employee or in any other capacity to represent,
act for, bind or otherwise create or assume any obligation on behalf of the
other Party for any purpose whatsoever.
9.7 Amendment/Waiver. No amendment to this Agreement or any
addendum shall be valid unless in writing and signed by the authorized
representatives of both Parties, provided that Rave may modify it, upon
written notice to Customer, in order to comply with legal, regulatory or
Master License and Services Agreement
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telecommunications carriers' requirements. No waiver under this Agreement
shall be valid or binding unless set forth in writing and duly executed by the
Party against whom enforcement of such waiver is sought. Any such waiver
shall constitute a waiver only with respect to the specific matter described
therein and shall in no way impair the rights of the Party granting such waiver
in any other respect or at any other time. Any delay or forbearance by either
Party in exercising any right hereunder shall not be deemed a waiver of that
right.
9.8 Severability. If any provision of this Agreement is invalid or
unenforceable for any reason in any jurisdiction, such provision shall be
construed to have been adjusted to the minimum extent necessary to cure
such invalidity or unenforceability.
9.9 Export Controls. Customer will not, directly or indirectly, export or re-
export, or knowingly permit the export or re-export of any Product to any
country for which any export license or approval is required under the laws
of the United States or any other country unless the appropriate export
license or approval has first been obtained.
9.10 No Third Party Beneficiaries. The Parties acknowledge that the
covenants set forth in this Agreement are intended solely for the benefit of
the Parties and their respective successors and permitted assigns. Nothing
in this Agreement, whether express or implied, shall confer upon any person
or entity, other than the Parties and their permitted successors and assigns,
any legal or equitable right whatsoever to enforce any provision of this
Agreement.
9.11 U.S. Government Licensees. Each of the components that constitute
each Product is a "commercial item" as that term is defined at 48CFR 2.101,
consisting of "commercial computer software" and/or "commercial computer
software documentation" as such terms are used in 48 CFR 12.212.
Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-
4, all U.S. Government licensees acquire the Product with only those rights
set forth herein.
9.12 Immunity. If applicable and to the extent not prohibited or otherwise
authorized by applicable law, each Party will be entitled to not less than the
same benefits and protections afforded by any law, regulation or other
applicable rule which extends protections to the other Party in any form,
including, but not limited to, governmental or other immunity, indemnification
or other protection. Neither Party will object to or interfere with the assertion
of such immunity by the other Party.
9.13 Headings. The headings in this Agreement are inserted merely for
the purpose of convenience and shall not affect the meaning or interpretation
of this Agreement.
9.14 Signatures. This Agreement will be deemed to be executed upon the
execution by the Parties of any Customer Acceptance Form incorporating
this Agreement by reference therein.
9.15 Entire Agreement. This Agreement, together with the SLP and all
Customer Acceptance Forms entered into by the Parties, sets forth the entire
agreement and understanding between the Parties with respect to the
subject matter hereof and, except as specifically provided herein,
supersedes all prior oral and written agreements, discussions and
understandings between the Parties with respect to the subject matter
hereof, and neither of the Parties shall be bound by any terms other than as
expressly provided for in this Agreement. In the event a conflict arises
between this Agreement and the provisions of any other document
comprising part of this Agreement, this Agreement will govem unless the
other document expressly provides otherwise.
10. DEFINITIONS
10.1 "Administrators" mean personnel of Customer and Designated
Institutions authorized by Customer to access the Products on behalf and
for the benefit of Customer and such Designated Institutions, respectively.
10.2 "Affiliate" means, with respect to any entity, any other entity Controlling,
Controlled by or under common Control with such entity, whether directly or
indirectly through one or more intermediaries.
10.3 "Customer" means the customer specifically identified on the Customer
Acceptance Form(s).
10.4 "Confidential Information" means all documents, material or
information relating to the Services and the provision thereof, including, but
not limited to, the Documentation, personally identifiable information
regarding End Users and all other information that either Party treats as
proprietary or confidential.
10.5 "Control" and its derivatives means legal, beneficial or equitable
ownership, directly or indirectly, of more than fifty percent (50%) of the
outstanding voting capital stock (or other ownership interest, if not a
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Master License and Services Agreement
,,,to9
corporation) of an entity, or actual managerial or operational control over
such entity.
10.6 "Designated Institution" means any Affiliate and/or any other institution,
organization, entity and person for whose benefit Customer is licensing one
or more Products hereunder as specified in the relevant Customer
Acceptance Form.
10.7 "Documentation" means Rave's then -current standard product and user
guides and/or related documentation generally made available to licensees
of Products, as such Documentation may be modified by Rave, in its sole
discretion, from time to time.
10.8 "End Users" means individuals associated with Customer and/or any
Designated Institution who register with Rave or are otherwise eligible to
receive and/or send messages from or otherwise utilize the benefits of the
Services and individuals who independently register with Rave to establish
a safety profile or are otherwise eligible to receive or utilize the benefit of the
Services. During the Term, Customer shall be responsible for notifying
Designated Institutions and End Users that they are each subject to Rave's
applicable then -current Terms of Use and Privacy Policy in connection with
their respective operation and use of the Services (if applicable).
10.9 "Privacy Policy" means Rave's Privacy Policy located at
www.ravemobilesafety.com/privacy-policy, as such Privacy Policy may be
amended by Rave, in its sole discretion, from time to time.
10.10 "Professional Services" means the separate support offerings for
Customer that are not included as part of the Support, but are provided by
Rave at an additional cost as specified in the applicable Customer
Acceptance Form(s), including, but not limited to, those related to the set-
up, integration and training for each Product.
10.11 "Rave Representatives" means Rave and its Affiliates and each of
their respective directors, officers, employees, contractors and other
representatives.
10.12 "Support and Service Level Policy" or "SLP" means the Support and
Service Level Policy for the Products set forth in Appendix 1 hereto.
10.13 "Terms of Use" means Rave's separate Terms of Use for Designated
Institutions and for End Users, as such Terms of Use may be amended by
Rave, in its sole discretion, from time to time.
10.14 "Third Party Service Provider" means a telecommunications, internet,
voice broadcasting, voice messaging or other service provider providing
mobile telephone, intemet or other intermediary services to subscribers that
allow or relate to the operation or use of the Services by End Users or a
licensor or other third party from whom Rave has received sublicensing
rights in connection with the operation or use of the Products, as the case
may be.
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DocuSign Envelope ID: E6BBE5E5-D9FC-4574-AD84-B097653F3821
APPENDIX 1
(TO MASTER LICENSE AND SERVICES AGREEMENT)
SUPPORT AND SERVICE LEVEL POLICY ("SLP"(
Purpose
This SLP sets forth Rave's undertakings with respect to providing customer support to the Customer and the service levels associated with the Services
provided to Customer during the Term of the Agreement.
1. Service Reliability. Rave shall provide an uptime of 99.999% for the Services, subject to scheduled updates and scheduled maintenance and to any
downtime caused by the Customer or by Third Party Service Providers. For unplanned downtime (an "Event"), Rave will assign a trouble severity code
based on Rave's assessment of the Event at the point of trouble identification. Rave will make adjustments to the trouble severity code based on how the
Event proceeds.
Trouble Severity Code
Description
Initial Response Time
Status Update Intervals
Sev 1
"Sec 1 Error" means a
catastrophic Event causing a
complete (100%) loss of a key
safety related feature of the
Services
20 min.
30 min.
Sev 2
"Sev 2 Error" means a non-
catastrophic Event causing a
significant component of the
Services to fail or to perform
materially different than expected,
creating significant inconvenience to
the Customer
For Events reported during
normal business hours (9am
to 5pm EST Monday through
Friday), 24 hours from time of
report. For Events reported
outside of normal business
hours, 24 hours from
beginning of next business
day
2 hour
Sev 3
"Sev 3 Error" means an Event that:
(a) has minimal current impact on
the Customer, and (b) causes a
malfunction of a non -essential
Product feature.
For Events reported during
normal business hours, 24
hours from time of report.
For Events reported outside
of normal business hours, 24
hours from beginning of next
business day
As appropriate
2. Points of Contact and Escalations. If Customer experiences an Event, Customer may contact Rave's customer support hotline at 888-605-7163
available 24X7X365 or by e-mail at techsupportlOiravewireless.com.
• Non-Sev 1 Events are submitted via email at techsupportlDravewireless.com.
• For Sev 1 Events, Rave will provide continual support until the Event is resolved.
Customer and Rave will exchange ticket numbers for tracking an Event beginning with the initial report of trouble. Customer may be required to interface
with any third party hardware and software vendors, carriers or other service providers.
Customer Contact Information (for escalation or technical issues)
Contact Name & Title
Phone
Mobile
Email
1. Point of Contact
15` Escalation
2"° Escalation
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3. Carrier and Other Service Provider Related Service Guarantees. Rave does not provide any service levels or support with respect to any carrier
or other Third Party Service Provider. Rave's sole responsibility with respect to carriers and other Third Party Service Providers will be to make
commercially reasonable efforts to ensure availability of such third party's services.
4. Change Control Management/Update Management.
A. Product Modifications by Rave: Rave may modify Products from time to time to install bug fixes and required updated (as deemed
appropriate by Rave).
B. Implementation of Updates/Maintenance: Rave will ensure that any planned maintenance and update events within the Products will
be executed in a professional manner. Proper execution includes advance notification to Customer by Rave.
C. Service Interruptions and Advanced Notification Requirements: Rave will provide Customer with at least 72 hours advance notice via
e-mail of all planned maintenance activities resulting in any service interruptions or possibility of any service interruption that will have
a direct impact on Services.
Rave shall perform emergency maintenance as necessary and will, if possible, give advance notice thereof to Customer. "Emergency" shall mean that
Rave has become aware of a problem that, if an immediate remedy is not implemented, will prevent Rave from continuing to support and provide the
elements and aspects of the Services. Emergency downtime outside of the maintenance window will be counted as unscheduled downtime in determining
whether Rave has achieved its service uptime goal.
5. Availability.
Rave will have no liability for unavailability of any Services caused, in whole or in part, by Customer's use of the Services other than in accordance with
the terms and conditions of the Agreement or the Documentation, by any Designated Institution's operation or End User's use of the Services other than
in accordance with Rave's applicable then -current Terms of Use, or for any causes beyond the reasonable control of Rave or that are not reasonably
foreseeable to Rave, including but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow -downs or
failures, the failure or unavailability of any services provided by Third Party Service Providers or Emergency Service Providers, or any inaccuracy or
insufficiency in any information regarding End Users.
6. Service Credits.
Credits for Failure to Achieve Service Level Standards: If Rave experiences any Severity 1 Downtime during a particular month, Customer shall also be
eligible to receive a credit equal to the pro -rated dollar value of three (3) times the actual number of minutes during such month related to the service
level failure. "Downtime" means the total number of minutes during such month that the Service was unavailable at a Sec 1 Severity Code during that
month.
7. Credit Requests and Payment.
To request a credit, Customer must send an email to Rave at finance/fttavemobilesafety.com within ten (10) days of the end of the calendar month in
which the failure occurred. Customer must include the Customer Name, Contact Name and email address, and dates and times of unavailability. If Rave
confirms that you are owed Service Credits, we will issue a credit to your account within ten (10) business days. Credits may only be used against future
billing charges.
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APPENDIX 2
APPLICABLE TO THE RAVE AWARE PRODUCT ONLY
FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES SECURITY ADDENDUM
("SECURITY ADDENDUM")
This Security Addendum may be amended from time to time by Federal Bureau of Investigations ("Additional Amendments"). Rave and Customer agree
to be bound to any Additional Amendments. The intent of the Security Addendum is to ensure that Customer complies with the requirements in
connection with its access to the Data Consortium and Rave to comply with in connection with its access to Customer Content. For purposes of this
Security Addendum, Rave and Customer are referred to as a "Contractor".
The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal justice systems while (1) under the
control or management of a private entity or (2) connectivity to FBI CJIS Systems has been provided to a private entity (contractor). Adequate security is
defined in Office of Management and Budget Circular A130 as "security commensurate with the risk and magnitude of harm resulting from the loss,
misuse, or unauthorized access to or modification of information."
The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with federal and state laws, regulations,
and standards (including the CJIS Security Policy in effect when the contract is executed), as well as with policies and standards established by the
Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). This Security Addendum identifies the duties and responsibilities with respect
to the installation and maintenance of adequate internal controls within the contractual relationship so that the security and integrity of the FBI's
information resources are not compromised. The security program shall include consideration of personnel security, site security, system security, and
data security, and technical security. The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities
supporting and/or acting on behalf of the government agency.
1.00 Definitions
1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a Noncriminal Justice Agency, which
enters into an agreement with a private contractor subject to this Security Addendum.
1.02 Contractor - a private business, organization or individual which has entered into an agreement for the administration of criminal justice with a
Criminal Justice Agency or a Noncriminal Justice Agency.
2.00 Responsibilities of the Contracting Government Agency.
2.01 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS Security Policy and executes an
acknowledgment of such receipt and the contents of the Security Addendum. The signed acknowledgments shall remain in the possession of the CGA
and available for audit purposes. The acknowledgement may be signed by hand or via digital signature (see glossary for definition of digital signature).
3.00 Responsibilities of the Contractor.
3.01 The Contractor will maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security
Policy in effect when the contract is executed and all subsequent versions), as well as with policies and standards established by the Criminal Justice
Information Services (CJIS) Advisory Policy Board (APB).
4.00 Security Violations.- 7 - 06/01/2020 CJISD-ITS-DOC-08140-5.9 H-7 4.01 The CGA must report security violations to the CJIS Systems Officer
(CSO) and the Director, FBI, along with indications of actions taken by the CGA and Contractor.
4.02 Security violations can justify termination of the appended agreement.
4.03 Upon notification, the FBI reserves the right to:
a. Investigate or decline to investigate any report of unauthorized use;
b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with timely written notice of the
suspension. Access and services will be reinstated only after satisfactory assurances have been provided to the FBI by the CGA and Contractor. Upon
termination, the Contractor's records containing CHRI must be deleted or returned to the CGA.
5.00 Audit
5.01 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the Security Addendum.
6.00 Scope and Authority
6.01 This Security Addendum does not confer, grant, or authorize any rights, privileges, or obligations on any persons other than the Contractor, CGA,
CJA (where applicable), CSA, and FBI.
6.02 The following documents are incorporated by reference and made part of this agreement: (1) the Security Addendum;
(2) the NCIC 2000 Operating Manual;
(3) the CJIS Security Policy; and
(4) Title 28, Code of Federal Regulations, Part 20.
The parties are also subject to applicable federal and state laws and regulations.
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6.03 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto; rather they augment the
provisions of the CJIS Security Policy to provide a minimum basis for the security of the system and contained information and it is understood that there
may be terms and conditions of the appended Agreement which impose more stringent requirements upon the Contractor.
6.04 This Security Addendum may only be modified by the FBI, and may not be modified by the parties to the appended Agreement without the consent
of the FBI.
6.05 All notices and correspondence shall be forwarded by First Class mail to:
Information Security Officer
Criminal Justice Information Services Division, FBI
1000 Custer Hollow Road
Clarksburg, West Virginia 26306- 8 -
Each party hereby certifies that that it is familiar with the contents of (1) the Security Addendum, including its legal authority and purpose; (2) the NCIC
Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agrees to be bound by their provisions.
Master License and Services Agreement
Version 9
Contract Form
New Contract Request
Entity Information
Entity Name*
RAVE WIRELESS, INC
Entity ID.
W00047198
New Entity?
Contract Name*
MASTER LICENSE AND SERVICES AGREEMENT
Contract Status
CTB REVIEW
Contract ID
7087
Contract Lead*
SWHITMORE
Contract Lead Email
swhitmore-co.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
MASTER LICENSE AND SERVICES AGREEMENT FOR RAVE WIRELESS - NOTIFCATION SYSTEM TO REPLACE READYOP.
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$7,500.00
Renewable*
YES
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGlS
weldgov.corn
Department Head Email
CM-
InformationTechnologyGIS-
DeptHeadW veldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY AWELDG
OV.COM
Requested BDCC Agenda
Date*
06:'14'2023
Due Date
06:10.2023
Will a work session with BDCC be required?*
NO
Does Contract require Purchasing Dept. to be induded?
If this is a renewal enter previous Contract ID
If this is part of a NSA enter NSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date
Review Date.
03,01;2024
Renewal Date.
06;01 2024
Termination Notice Period
Contact Information
Contact Info
Contact Name
Purchasing
Committed Delivery Date Expiration Date
Contact Type Contact Email Contact Phone 11 Contact Phone 2
Purchasing Approver Purchasing Approved Date
CONSENT 06;1412023
Approval Process
Department Head
RYAN ROSE
DH Approved Date
06;14:2023
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
06±19;2023
Originator
SWHITMORE
Finance Approver
CONSENT
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
06:14;2023 0614/2023
Tyler Ref #
AG 061923
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