HomeMy WebLinkAboutPD Body Worn Cameras UpgradeVIEVU Solution PREMIUM Services Agreement
(Cloud-Based Storage)
THIS VIEVU SOLUTION SERVICES AGREEMENT (THE "SOLUTION AGREEMENT") IS MADE AND ENTERED INTO BY AND
BETWEEN VIEVU, LLC, A STATE OF WASHINGTON LIMITED LIABILITY COMPANY ("VIEVU"), WITH A PRINCIPAL PLACE OF
BUSINESS LOCATED AT 645 ELLIOT AVE. w., SUITE #370, SEATILE, WA 98119, AND THE CUSTOMER LISTED ON THE ORDER
(THE "CUSTOMER"). CUSTOMER AND VIEVU ARE EACH A "PARTY: AND TOGETHER, THE "PARTIES" TO THIS SOLUTION
AGREEMENT. CAPITALIZED TERMS NOT DEFINED IN THIS ORDER SHALL HAVE THE MEANINGS GIVEN THEM IN THE VIEVU
SOLUTION STANDARD TERMS AND CONDITIONS INCORPORATED HEREIN AND ATTACHED HERETO AS EXHIBIT A.
Customer Name: City of San Rafael
(Full Legal Name of Customer)
Place of Business: 1400 Fifth Avenue San Rafael CA 94901
(Street Address) (City) (State) (Zip)
1. VIEVU Solution. Pursuant to this Order form (the "Order"), VIEVU will provide to Customer: (a) the cameras listed below (the
"Cameras"); (b) web-based software application provided on a "software as a service" (SaaS) basis used to facilitate the upload and
management of audio, video and other files created by a Camera, or other file content (the "Solution Software"); and (c) Cloud
Storage (as selected below) (collectively, Cameras, Solution Software, and Cloud Storage, the "VIEVU Solution"), in each case
subject to the standard terms and conditions set forth on Exhibit A.
2. Solution Fees. Except where additional price or fee is noted in this Order, the VIEVU Solution will be provided at the aggregate
amount in the monthly fee listed in the table below (the "Solution Fees").
3 Cameras and Solution Software Customer is purchasing the following Cameras and Solution Software Licenses'
Solution Fee Camera Descri(;!tion Solution Software Licenses (per License per Month )
LE5 66 $57
4. Cloud Storage. Included in the Solution Fee, Customer is purchasing the following Cloud Storage option(s):
a. Cloud Storage Limit Options:
o 60 GB of Limited Storage per camera
o _____ GB of Limited Storage per camera
[&l Unlimited Storage for VIEVU Standard Definition Video per camera license (subject to archival and retention limits)
b. Storage Redundancy Options :
o Locally-Redundant
[&l Geo-Redundant
5. Add·On Software. Hardware and/or Warranty Support. In addition, Customer is purchasing the following add-on software,
hardware and/or warranty support (the "Add·On Services") at the prices set forth below:
a. Software Add-On Options :
X Redaction Functionality* _-'1'--__ Authorized Users@$,_-=O'--__ perAuthorizedUserpermonth
o [Other Software Add-ons]: Authorized Users @ $ per Authorized User per month
San Rafael VIEVU Solution Services Agreement_V1.0.docx Page 1 of 13
b. Hardware Options:
66 LE5 Cameras; 7 MD2 (LE5) Docks
IBl Camera upgrades every 30 months
~ Upgrade to multi-docks every 30 months
o CAS Holster Quantity: ____ _
o Car Kit Quantity: ____ _
o Cradle Quantity: ____ _
o Standard Mounts Quantity: ____ _
o [Other Hardware Add-ons] Quantity: ____ _
c. Warranty Period and Warranty Support Add-On Options:
i. Express. Limited Warranty Period
o Initial Warranty Period: 90 days
~ Extended Warranty Period: _-,3~6,-,m:.:.=0.:..:.nt~h,--_
o Enhanced Warranty Period: ____ _
ii. Spares
!RI On-site Spares Quantity: 4
o Replacement of Lost or Stolen Cameras Quantity or Percentage: _____ per year
Total Add-On Services Fee -Monthly Total: $ 0
6. Training and/or Implementation Services. In addition to the VIEVU Solution, Customer is purchasing the following training and/or
implementation services (the "Services") at the prices listed in the Estimate, subject to Training and Implementation Services
Agreement as executed by the Parties:
a. Implementation Services :
~ On-site and remote implementation support required for program (installation & set-up)
b. Training Services:
o Remote Training required for core program (Administrator, IT and Train-the-Trainer Training)
IBl On-site Training required for core program (Administrator, IT and Train-the-Trainer Training)
o Enhanced On-site Training beyond minimum required to operate program (Administrator, IT, Train-the-Trainer and End User
Training)
Total Training and/or Implementation Services $ _____ _
7. Deployment Fee. Within thirty (30) days following the Effective Date (as defined below), Customer will pay a one-time deployment
fee of $199.00 per Camera, unless waived by VIEVU. Deployment Fee Waived: ~ Yes or 0 No
8. Term. The term of this Solution Agreement shall begin on the date that VIEVU provides Customer with access to the VIEVU Solution
by VIEVU (the "Effective Date") and shall remain in effect for 60 months following the Effective Date (the "Initial Term"). After the
Initial Term, this Solution Agreement shall automatically extend successive twelve (12) month periods unless Customer provides
written notice of termination to VIEVU at least sixty (60) days before the end of the then current Term (the "Extended Term", and
together with the Initial Term, the "Term").
9. Termination Charge. If this Solution Agreement is terminated after the fifteenth day following the Effective Date, but prior to the
end of the Initial Term, Customer agrees to pay an early termination charge in an amount equal to $500 per Camera minus $25 for
each month Customer has paid the SubSCription Fee paid (the "Termination Charges").
San Rafael VIEVU Solution Services Agreement_ Vl.0.docx Page 2 of 13
--I
10. Estimate. Any VIEVU Estimate provided to Customer relating to the sale, purchase, price, delivery, use and support of VIEVU
Solution, and other related services, shall be subject to the terms and conditions of this Solution Agreement, which shall supersede
any other offer and, in the event of any conflict with the provisions of any Estimate or other verbal or written offer, the provision
contained in this Solution Agreement shall control and govern.
11. Order. The terms of this Solution Agreement shall be incorporated into and be binding upon any estimate, quote, purchase order or
delivery of Cameras and/or Solution Software that is signed, issued or accepted by Customer. Any additional or different terms set
forth by Customer are expressly rejected and shall be void and without effect.
The Parties agree to the terms of this Solution Agreement, including the terms of this Order and Exhibits A attached hereto which are
incorporated herein and made a part hereof. This Solution Agreement shall only be binding when executed by VIEVU, LLC.
VIEVU, LLC /' ______ CUSTOMER ~C/./"'~ ~ =------Authorized Signature : ~ Authorized Signature: -)~~~~_Lax;~~ ___ --
V -,O"re <'l-·~I Q..,....t V \ I~ V' J Title: lee ~ u _ v Title : ~~~-U~~~~------~r-~-----
\\Jc.u'VC 'f Jim Schutz
San Rafael VIEVU Solution Services Agreement_V1.0.docx Page 3 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
1.
1.1.
1.2.
1 .3 .
RIGHTS TO THE VIEVU SOLUTION
License Grant. During the Term and subject to the terms and
conditions of the Solution Agreement. VIEVU hereby grants
to Customer a limited, non-exclusive, non-transferable, non-
sublicenseable right and license to: (a) access and use,
solely in object code form, VIEVU's proprietary software (the
·Camera Software") solely to the extent installed on the
Cameras; and (b) the right to display, access and use the
Solution Software solely for Customer's internal operations
and not for competitive purposes . As between the Parties,
all Intellectual Property rights, distribution rights and all other
proprietary rights to the VIEVU Solution remain solely with
VIEVU.
License Restrictions. Customer will not and will not attempt
to: (a) reverse engineer, decompile, disassemble, or
otherwise attempt to derive the source code or structure of
the software used in the VIEVU Solution or in any Add-On
Services; (b) provide, lease or lend the VIEVU Solution or
any Add-On Services to any third party except as expressly
authorized hereunder; (c) remove any proprietary notices or
labels displayed on the VIEVU Solution, an Add-On Service
or the Documentation; (d) create a derivative work of any part
1.4.
1.5.
of the VIEVU Solution or any Add On Service; (e) use the
VIEVU Solution or any Add-On Service for any unlawful
purpose; or (f) create Internet "links" to or from the VIEVU
Solution or any Add-On Service, or "frame" or "mirror" any of
VIEVU's content which forms part of any Add-On Service or 2.
the VIEVU Solution. Customer may use the VIEVU Solution
and the Add-On Services only for Customer's legitimate
business purposes and in compliance with applicable laws
and regulations, including without limitation laws and
regulations applying to privacy and personal information.
Customer is solely responsible for ensuring that only
authorized personnel of Customer have access to the VIEVU
Solution and the Add-On Services.
1.6.
2.1.
2.2.
Use Restrictions. Customer agrees that it will not and will not
permit any Authorized User to use VIEVU Solution or any of
the Add-On Services to: (a) intentionally or unintentionally
violate any applicable local, state, national or international
law, including, but not limited to, any regulations having the
force of law; (b) upload, post, e-mail, otherwise transmit or
post links to any content that the Customer does not have a
right to transmit under any law or regulation or under
contractual or fiduciary relationships (such as inside
information, or proprietary and confidential information
learned or disclosed as part of employment relationships or
under nondisclosure agreements); (c) to upload, post, e-mail ,
otherwise transmit, or post links to any material that contains
software viruses, worms, Trojan horses, time bombs, trap
doors or any other computer code, files or programs or
repetitive requests for information designed to interrupt,
destroy or limit the functionality of any computer software or
hardware or telecommunications equipment or to diminish
the quality of, interfere with the performance of, or impair the
functionality of the network of VIEVU; and/or (d) to infringe
any patent, trademark, service mark, trade secret, copyright
2 .3.
or other proprietary rights of any party, or contribute to
inducing or faCilitating such infringement. VIEVU reserves 3.
the right to delete or remove any content that may violate a
third party's copyright upon receipt of notice of such violation
3.1. by the third party holder of said right. Customer is
responsible for maintaining the confidentiality of any non-
San Rafael VIEVU Solution Services Agreement_ Vl.0.docx
public authentication credentials associated and used to gain
access to the VIEVU Solution and Customer agrees to
promptly notify VIEVU about any possible misuse of any
logon or any security incident related to the VIEVU Solution.
Third Party Programs. The Add-On Services are Third Party
Programs. The third party owner, author or provider of such
Third Party Programs retains all ownership and intellectual
property rights in and to that content, and Customer's rights
to use such Third Party Programs are subject to, and
governed by, the terms applicable to such programs as
specified by such third party owner, author or provider,
unless otherwise specified on the Order.
Authorized User Accounts. For the Add-On Services ,
Customer is entitled to the number of users set forth on the
Order. Customer is permitted to assign a user account only
to its employees, agents, contractors and subcontractors and
other authorized third parties (each an "Authorized User').
Customer will be fully responsible for the acts of its
Authorized Users. If in any period it is determined that the
number of users in a period exceeds the amount of
Authorized User subscriptions purchased, VIEVU will notify
Customer in writing and Customer will immediately pay to
VIEVU any amounts that should have been paid .
Storage Access. Data storage is subject to the usage limits
specified on the Order.
CONFIGURATION AND UPDATES
Camera Configuration. Unless otherwise set forth on the
Order, Customer is responsible for configuring the Cameras
and implementing the VIEVU Solution in accordance with the
instructions provided by VIEVU (the "Deployment Setup
Guide").
Updates to Solution Software. VIEVU may make changes or
updates to the Solution Software (such as infrastructure,
security, technical configurations, application features, etc.)
during the Term, including to reflect changes in technology,
industry practices, patterns of system use, and availability of
Third Party Programs. The functionality of the Solution
Software is subject to change at VIEVU's discretion;
however, such changes or updates will not result in a material
reduction in the functionality of the Solution Software. All
improvements, enhancements, modifications, and/or
changes to the Solution Software will be done automatically
and remotely by VIEVU.
Software Updates. To enable optimal access, VIEVU may
verify the version of the Camera Software and/or the On
Premise Software used by Customer and recommend
Customer download and install updates, with or without
notice, to the Cameras. Failure to install updates to the
Camera Software or the On Premise Software , as applicable,
may affect Customer's ability to use certain functions of the
VIEVU Solution.
SERVICE SPECIFICATIONS AND THIRD PARTY
PROGRAMS
Service Specifications. The VIEVU Solution is subject to and
governed by the Service SpeCifications. Customer
Page 4 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
acknowledges that use of the VIEVU Solution in a manner
not consistent with the Service Specifications may adversely
affect the performance ofthe VIEVU Solution, the availability
of any applicable warranty, and/or may result in additional 8.
fees. 8.1.
3.2. Camera Specifications. The Cameras are subject to and
governed by the Hardware Specifications. Customer
acknowledges that use of the Cameras in a manner not
consistent with the Hardware Specifications may adversely
affect the performance of the Cameras, the availability of any
applicable warranty, and/or may result in additional fees.
4.
4.1.
5.
5.1.
6.
6.1.
7.
7.1.
7.2.
PAYMENT
Fees. The Solution Fees, any Add-On Fees and the
Professional Services Fees shall be paid in accordance with
the terms of the Order (collectively, the "Fees").
PAYMENT TERMS
Customer agrees to pay to VIEVU all Fees and other
amounts contained in each invoice within thirty (30) days of
the invoice date. All amounts due under the Solution
Agreement will be paid in US Dollars. Payment obligations
are non-cancelable and Fees are non-refundable, and all
amounts payable will be made without setoff, deduction or
withholding. VIEVU reserves the right to charge interest at
the rate of 1.5% per month (or, the highest rate permitted by
law, if less) on all late payments. Customer is responsible
for any applicable taxes, duties or other charges.
SERVICE LEVELS, SUPPORT, UPDATES AND
MAINTENANCE
VIEVU will use commercially reasonable efforts to provide
the VIEVU Solution, the Add-On Services and the support,
updates and maintenance related thereto in accordance with
industry standards. Customer may contact VIEVU for
technical support at support@vievu.com. VIEVU will use
commercially reasonable efforts to respond to Customer
within a reasonable period of time based on severity as
determined by VIEVU in its sole discretion. Customer is
entitled to technical support in English during business hours
as set by VIEVU from time to time at no additional cost.
Additionally, during the Term, the Customer will be entitled to
maintenance upgrades and bug fixes at no additional cost.
SECURITY
VIEVU will use commercially reasonable efforts to: (a) cause
its agents and employees to be informed of and to agree to
be bound by applicable data privacy laws, rules, regulations,
codes, policies, or procedures; and (b) maintain industry
standard safeguards reasonably designed to protect the
confidentiality and integrity of, and to prevent unauthorized
access to or use of Customer Data. VIEVU agrees to notify
Customer in the event of an actual breach of its security
resulting in unauthorized access to or use of Customer Data
as soon as practical, but in any event within forty eight (48)
hours of discovery of the breach.
Customer will provide any required notices to, and obtain and
keep in effect all consents, authorizations, permits or
licenses that may be required for the installation and
operation of the Cameras, the Add-On Services, and the
VIEVU Solution, including, without limitation any required
San Rafael VIEVU Solution Services Agreement_ V1.0.docx
8.2.
8.3.
8.4.
consents regarding the processing and/or storage of
Customer Data.
CONFIDENTIALITY
Disclosure. The Parties acknowledge that, in the course of
performance of the Solution Agreement, one Party (the
"Disclosing Party") may find it necessary to disclose or
permit access to Confidential Information to the other Party
(the "Receiving Party") and its personnel. Disclosing Party's
disclosure of or provision of access to, Confidential
Information to Receiving Party's personnel is solely for the
purposes agreed under the Solution Agreement.
Confidential Treatment. Confidential Information disclosed
to a Receiving Party will be held in confidence by the
Receiving Party and not disclosed to others or used except
as expressly permitted under the Solution Agreement or as
expressly authorized in writing by the Disclosing Party. Each
Party will use the same degree of care to protect the other
Party's Confidential Information as it uses to protect its own
information of like nature, but in no circumstances less than
reasonable care.
Allowances. Notwithstanding anything to the contrary in this
Section 8.3, Confidential Information may be disclosed by a
Receiving Party: (a) to those of its employees, agents, and
conSUltants who require it in connection with their duties in
performing such Party's obligations under the Solution
Agreement and who are contractually or legally obligated to
hold such Confidential Information in confidence and restrict
its use consistent with the Receiving Party's obligations
under the Solution Agreement; (b) to the Receiving Party's
auditors, outside counsel, accountants and other similar
business advisors, or in connection with an actual or
prospective sale or transfer of assets; and (c) to the extent
required by law, pursuant to a duly authorized subpoena,
court order or government authority, provided that: (i) the
Receiving Party provides the Disclosing Party with sufficient
advance notice of such disclosure requirement or obligation
to permit Disclosing Party to seek a protective order or other
appropriate remedy protecting its Confidential Information
from disclosure; and (ii) Receiving Party limits the release of
the Confidential Information to the greatest extent possible
under the circumstances.
Exceptions. Obligations under Section 8 will not apply to
information which: (a) was in the public domain or generally
available to the public prior to receipt thereof by the
Receiving Party from the Disclosing Party, or which
subsequently becomes part of the public domain or generally
available to the public before any wrongful act of the
Receiving Party or an employee or agent of the Receiving
Party; (b) is later received by the Receiving Party from a third
party, unless the Receiving Party knows or has reason to
know of an obligation of secrecy of the third party to the
Disclosing Party with respect to such information; or (c) is
developed by the Receiving Party independent of such
information received from the Disclosing Party, as evidenced
by the Receiving Party's written records. The terms of
confidentiality under the Solution Agreement will not be
construed to limit VIEVU's ability to use for any purpose the
residuals resulting from access to or work with the
Confidential Information. The term "residuals" means
information in a non-tangible form which may be retained by
persons who have access to the Confidential Information,
Page 5 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
including ideas, concepts,
contained therein .
know-how, or techniques 11.
11 .1.
MICROSOFT AZURE REPRESENTATIONS
The Microsoft Azure Govemment Cloud provided as part of
the VIEVU Solution are only available for the benefit of
members of Federal Agencies , State/Local Entities, or Tribal
Entities, in each case, acting in its governmental capacity
(the "Community"). As such, Customer certifies that it is a
member of the Community and Customer agrees to use
Azure Government Services component of the VIEVU
Solution solely in Customer's capacity as a member of the
Community and for the benefit of Authorized Users that are
members of the Community . Use of Azure Government
Services by an entity that is not a member of the Community
or to provide services to non-Community members is strictly
prohibited and could result in termination of the Azure
Government Services component of the VIEVU Solution, or
the entire VIEVU Solution, in each case, without not ice.
Customer agrees that it meets these respective eligibility
reqUirements, and covenants that it will continue to meet the
respective eligibility requirements throughout the Term .
VIEVU reserves the right to verify eligibility at any time and
suspend the VIEVU Solution or any portion thereof if the
eligibility requirements are not met.
9.
9.1.
9.2 .
TERMINATION
Termination for Cause . The Solution Agreement may be
terminated for a breach of the Solution Agreement by either
Party upon thirty (30) days' prior written notice to the other
Party if such breach is not cured within such thirty (30) day
period .
Obligations on Termination . Upon termination: (a) Customer
agrees to pay VIEVU the Fees through the effective date of
termination of the Solution Agreement and any applicable
Termination Charges; (b) Customer shall cease all use of the
VIEVU's Confidential Information and shall promptly return
all Confidential Information disclosed; (c) VIEVU will retain
Customer Data in a limited functionality account for thirty (30)
days after expiration or termination of the Solution
Agreement and (d) Customer shall immediately uninstall the
On Premise Software. It is Customer's responsibility to
remove any Customer Data within thirty (30) days. After
thirty (30) days, VIEVU will disable all login credentials and
delete or otherwise render inaccessible all Customer Data.
Deleted Customer Data is not recoverable.
10. OWNERSHIP
10 .1. Ownership ofVIEVU Solution. The VIEVU Solution, the Add-
On Services and all information which is provided to
Customer by VIEVU under the Solution Agreement is
confidential and considered Confidential Information,
including, but not limited to, drawings, documentation, object
code, source code, computer program listings, techniques,
algorithms, processes, technical and marketing information
products, specifications, formulae, equipment, business
strategies, customer lists, know-how , drawings, pricing
information, inventions, ideas, and their potential uses. As
between the parties, all right. title and interest in and to the
VIEVU Solution, the Add-On Services and all modifications,
enhancements and derivatives thereto and all intellectual
property contained in any of the foregoing, shall be owned by
VIEVU . All use rights in and to the VIEVU Solution or the
Add-On Services not expressly granted herein are reserved
to VIEVU .
10.2. Ownership of Customer Data. As between VIEVU and
Customer, Customer owns and will continue to own all right,
title and interest in and to the Customer Data. Customer is
responsible for uploading, sharing , withdrawing , managing
and deleting Customer Data. Customer grants VIEVU the
limited right to view, modify, collect and use Customer Data ,
solely for the purpose of providing the VIEVU Solution .
Notwithstanding the foregoing, VIEVU may use anonymized
or general information derived from such Customer Data and
aggregate it with information from other customers ("Non-
Identifiable Aggregated Data") for VIEVU's business
purposes, including without limitation for analyzing customer
needs and improving its services, and VIEVU will own all
right, title and interest in any such Non-Identifiable
Aggregated Data .
10 .3. Deliverv and Title to Camera. Delivery of Camera(s) sold
pursuant to the Solution Agreement shall be made FCA -
VIEVU's delivery point, and risk of loss of shall pass to
Customer at such delivery pOint.
San Rafael VIEVU Solution Services Agreement_V1.0.docx
12. INDEMNIFICATION
12 .1. Customer agrees to indemnify, defend, and hold harmless
VIEVU, its officers, agents, employees, affiliates,
subsidiaries, assigns and successors in interest ("V1EVU
Indemnitee") harmless from and against claims, losses ,
damages, liabilities, fines, penalties, costs and expenses
incurred by any VIEVU Indemnitee as a result of (a)
Customer's improper or misuse of the VIEVU Solution or any
Add-On Services (including without limitation, in violation of
applicable laws, rules, regulations or the Solution
Agreement); (b) Customer Data, content or other materials
supplied by Customer, (c) any breach or alleged breach by
Customer of the Solution Agreement;
12 .2. Infringement. VIEVU will have the obligation and right to
defend any claim, suit, or proceeding brought against
Customer so far as it is based on a claim that the VIEVU
Solution infringes a United States copyright existing as ofthe
Effective Date or a United States patent issued as of the
Effective Date . VIEVU's obligation specified in this
paragraph will be conditioned on Customer notifying VIEVU
promptly in writing of the claim or threat thereof and giving
VIEVU full and exclusive authority for, and information for
and assistance with, the defense and settlement thereof. If
such claim has occurred, or in VIEVU's opinion is likely to
occur, Customer agrees to permit VIEVU, at its option and
expense, either to: (a) procure for Customer the right to
continue using the VIEVU Solution; (b) replace or modify the
same so that it becomes non-infringing; or (c) if neither ofthe
foregoing alternatives is reasonably available, immediately
terminate VIEVU's obligations (and Customer's rights) under
the Agreement with regard to such VIEVU Solution , and
grant to Customer a credit for the unused portion of any
license fees and refund any deposits paid by Customer for
the VIEVU Solution. VIEVU shall not be liable for any such
infringement claim which arises out of: (a) any combination
with the VIEVU Solution with any other non VIEVU software;
or (b) any modification or customization of the VIEVU
Solution by Customer or any third party; or (c) any corrective
VIEVU software which is delivered to Customer but is not
installed or implemented by Customer; or (d) use of the
Page 6 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
12 .3 .
13.
13.1.
13.2 .
VIEVU Solution not in compliance with its Documentation . In 13.3.
the event of an infringement claim based on or resulting from
any of the foregoing, Customer shall indemnify defend and
hold harmless VIEVU from and against all claims and actual
losses, damages and expenses (including reasonable
attomey's fees) related to, resulting from, or arising out of any
of the foregoing .
Limitation. Notwithstanding any other provisions hereof,
VIEVU will not be liable for any claim, based on Customer's
use of the VI EVU Solution or the Add-On Services other than
as specified by VIEVU. THE FOREGOING STATES THE
ENTIRE OBLIGATION OF VIEVU, ITS LICENSORS AND
ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF
CUSTOMER, WITH RESPECT TO INFRINGEMENT OF
INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS.
THE FOREGOING IS GIVEN TO CUSTOMER SOLELY 13.4 .
FOR ITS BENEFIT AND IN LIEU OF, AND VIEVU
DISCLAIMS, ALL WARRANTIES OF TITLE AND NON-
INFRINGEMENT WITH RESPECT TO THE VIEVU
SOLUTION.
WARRANTIES AND RETURN POLICIES
Customer may return any Camera in accordance with
VIEVU 's Camera Return Policy as set forth in
http ://www.vievu.com/supportlwarranty-repair within fifteen
(15) calendar days ofthe original date of delivery. All returns
must be packed in the original, unmarked packaging
including any accessories, manuals, and documentation that
shipped with the product. All Cameras that are retumed
unopened are subject to a restocking fee of 10 percent of the
purchase price . All opened but undamaged Cameras are
subject to a restocking fee of 25 percent of the purchase
price . Damaged Cameras are ineligible for return under this
Section 13.1 . All retum shipping costs are the responsibility
of Customer and will not be refunded. No returned Camera
will be accepted without the original manufacturer's
packaging and a Retum Material Authorization (RMA).
Camera Warranty. VIEVU warrants to Customer that,
provided that the Camera has been stored and used in
accordance with the Hardware Specifications and ordinary
industry practices and conditions, each Camera shall be free
from defects in materials and workmanship and shall
conform in all material respect to the Hardware
Specifications for a period from the date of delivery as set
forth in the Order (the 'Warranty Period"). The Warranty
does not cover: (a) intentional damage ; (b) use that is not
consistent with its intended operation or the Hardware
Specifications ; (c) any damage caused by an attempt to open
or alter the Camera or (d) the use of non-VIEVU branded or
approved accessories or replacement parts. The "Enhanced 14.
Warranty" extends the Warranty coverage described in the 14.1 .
Express, Limited Warranty, as well as spare cameras and
parts from accidental and/or unintended damage. If a valid
warranty claim is received by VIEVU within this "Enhanced
Warranty" period as set forth in the Order, VIEVU agrees to
repair or replace the product that VIEVU determines in its
sole discretion to be defective under normal use , as defined
in the product instructions . VIEVU's sole responsibility under
this "Enhanced Warranty" is to either repair or replace with
the same or like Product, at VIEVU's sole option. VIEVU 14.2 .
DOES NOT WARRANT THAT THE OPERATION OF THE
CAMERAS WILL BE UNINTERRUPTED OR ERROR FREE.
San Rafael VIEVU Solution Services Agreement_ V1.0.docx
Camera Replacement Under Warranty. In the event that a
Camera does not comply with the warranty set forth above,
Customer should retum such non-conforming Camera to
VIEVU in accordance with the instructions located at
http://www.vievu.com/support/warranty-repair/ within the
Initial Warranty Period or the Extended Warranty Period (if
applicable). Upon receipt of the retumed Camera during the
Initial Warranty Period or the Extended Warranty Period (if
applicable), VIEVU will repair or replace such non-
conforming Camera at no additional charge to Customer.
Customer agrees that repair or replacement is the sole
remedy available for any Camera ma lfunction or failure and
agrees to indemnify, defend, and hold VIEVU harmless in the
event any claim is made for remedy, including monetary
damages other than as specifically allowed in this paragraph.
Disclaimer of Warranty . EXCEPT AS EXPRESSL Y SET
FORTH IN THIS SECTION 13, VIEVU DOES NOT
GUARANTEE THAT (A) THE VIEVU SOLUTION OR ANY
ADD-ON SERVICES WILL BE PERFORMED ERROR-
FREE OR UNINTERRUPTED, OR THAT VIEVU WILL
CORRECT ALL SERVICES ERRORS, (B) THE SERVICES
WILL OPERATE IN COMB INATION WITH CUSTOMER
CONTENT OR APPLICATIONS, OR WITH ANY OTHER
HARDWARE , SOFlWARE, SYSTEMS, SERVICES OR
DATA NOT PROVIDED BY VIEVU, AND (C) THE VIEVU
SOLUTION OR ANY ADD-ON SERVICE WILL MEET
CUSTOMER REQUIREMENTS, SPECIFICATIONS OR
EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT
VIEVU DOES NOT CONTROL THE TRANSFER OF DATA
OVER COMMUNICATIONS FACILITIES, INCLUDING THE
INTERNET, AND THAT THE VIEVU SOLUTION AND ADD-
ON SERVICES MAY BE SUBJECT TO LIMITATIONS ,
DELAYS, AND OTHER PROBLEMS INHERENT IN THE
USE OF SUCH COMMUNICATIONS FACILITIES . VIEVU IS
NOT RESPONSIBLE FOR ANY DELAYS , DELIVERY
FAILURES , OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS. VIEVU IS NOT RESPONSIBLE FOR
ANY ISSUES RELATED TO THE PERFORMANCE,
OPERATION OR SECURITY OF THE VIEVU SOLUTION
OR THE ADD-ON SERVICES THAT ARISE FROM
CUSTOMER DATA , APPLICATIONS PROVIDED BY
CUSTOMER OR ANY THIRD PARTY CONTENT. The
foregoing express warranties are limited to VIEVU and are
not transferable and are in lieu of any other warranty by
VIEVU with respect to the VIEVU Solution or the Add-On
Services . VIEVU GRANTS NO OTHER WARRANTY,
EITHER EXPRESS OR IMPLIED , INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
Maintenance of Content. The Customer, not VIEVU is
responsible for maintaining all evidence and videos taken
with Cameras. Customer should routinely back up Customer
Data and download all Customer Data from the Cameras
before returning any Camera to VIEVU for repair or
replacement. Customer agrees to indemnify and hold VIEVU
harmless for any evidence or videos that cannot be
recovered from Cameras .
Disclaimer of Consequential Damaqes . NEITHER PARTY
WILL HAVE LIABILITY WITH RESPECT TO ITS
OBLIGATIONS UNDER THE AGREEMENT OR
OTHERWISE, FOR CONSEQUENTIAL, EXEMPLARY,
Page 7 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
SPECIAL, INCIDENTAL , PUNITIVE DAMAGES, LOSS OF
PROFITS, LOSS OF DATA, THE COST OF COVER,
SECURITY AND DATA BREACHES, AND FAILURE TO
ACCESS THE VIEVU SOLUTION OR ANY ADD-ON
SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. Limitation of Liability. VIEVU'S AGGREGATE LIABILITY
UNDER THE SOLUTION AGREEMENT SHALL BE
LIMITED TO THE AMOUNT ACTUALLY PAID BY
CUSTOMER FOR THE VIEVU SOLUTION DURING THE 12
MONTHS PRECEDING THE CLAIM .
14.4. Other Limitations. The obligations of VIEVU under the
Agreement run only to Customer and not to its affiliates, its
customers, or any other persons. Under no circumstances
will any other person be considered a third-party beneficiary
of the Agreement or otherwise entitled to any rights or
remedies under the Agreement. Customer will have no rights
or remedies against VIEVU except as specifically provided in
the Agreement. No action or claim of any type relating to the
Agreement may be brought or made by Customer more than
one (1) year after Customer first has knowledge of the basis
for the action or claim.
15. GENERAL TERMS
15.1. Representation and Warranty. Customer represents and
warrants that: (A) it has the power and authority to execute,
deliver and fully perform the Solution Agreement, and (B) the
signatory has the legal authority to bind Customer.
15.2. Other Agreements. All references to the Agreement includes
all documents referenced by hyperlink herein, such
documents and agreements being expressly incorporated
herein by reference and including certain legal terms. The
Agreement contains the entire agreement between the
parties. All understandings have been included in the
Agreement. Representations which may have been made by
any party to the Agreement may in some way be inconsistent
with this final written Agreement. All such statements are
declared to be of no value in the Agreement. Only the written
terms of the Agreement will bind the parties. Use of the
VIEVU Solution is subject to the VIEVU Privacy Policy
located at http://www.vievu.com/about-us/privacy-policy/and
all other terms referenced by hyperlink in this Exhibit A, each
of which are hereby incorporated by reference and made a
part hereof.
15.3. Miscellaneous. The Agreement can only be modified in
writing signed by both VIEVU and Customer. The
Agreement does not create or imply any relationship in
agency or partnership between VIEVU and Customer.
Headings are inserted for the convenience of the Parties only
and are not to be considered when interpreting the
Agreement. Words in the singular mean and include the
plural and vice versa. Words in the masculine gender include
the feminine gender and vice versa. Words in the neuter
gender include the masculine gender and the feminine
gender and vice versa . If any term, covenant, condition or
provision of the Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the
parties' intent that such provision be reduced in scope by the
court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable and the
San Rafael VIEVU Solution Services Agreement_ V1.0.docx
remainder of the provisions of the Agreement will in no way
be affected, impaired or invalidated as a result.
15.4. Assignment. The Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their respective
permitted successors and assigns. VIEVU may assign or
otherwise transfer its interest or any part thereof under the
Agreement to another party without the consent of Customer
except that such party must expressly assume responsibility
for all obligations hereunder in writing. Customer may assign
or otherwise transfer its interest or any part thereof under the
Agreement to any person or entity only upon the written
consent of VI EVU.
15.5. Compliance with Legal Requirements. Each Party shall be
responsible, at its expense, for complying with all applicable
laws and regulations of each jurisdiction where the VIEVU
Solution are used, including laws and regulations pertaining
to access or use of the VIEVU Solution.
15.6. Force Majeure. "Force Majeure Event" means any act or
event that (a) prevents a party (the "Nonperforming Party")
from performing its obligations or satisfying a condition to the
other party's (the "Performing Party") obligations under the
Agreement; (b) is beyond the reasonable control of and not
the fault of the Nonperforming Party; and (c) the
Nonperforming Party has not, through commercially
reasonable efforts, been able to avoid or overcome. A Force
Majeure Event does not include economic hardship, changes
in market conditions, and insufficiency of funds. If a Force
Majeure Event occurs, the Nonperforming Party is excused
from the performance thereby prevented and from satisfying
any conditions precedent to the other party's performance
that cannot be satisfied, in each case to the extent limited or
prevented by the Force Majeure Event. When the
Nonperforming Party is able to resume its performance or
satisfy the conditions precedent to the other party's
obligations, the Nonperforming Party will immediately
resume performance under the Agreement. The relief
offered by this paragraph is the exclusive remedy available
to the Performing Party with respect to a Force Majeure
Event.
15.7. Audit. VIEVU, or its designee, will have the right to perform
audits regarding Customer's use of the VIEVU Solution and
the Add-On Services, at reasonable intervals, upon
reasonable notice during the Term and a period of one (1)
year after termination of the Agreement. Customer agrees
to make all relevant information available to VIEVU, and as
appropriate, to VIEVU's designee.
15.8. Applicable Law. The Agreement is to be interpreted,
construed and governed according to the laws of the State of
Washington. Any claim or controversy arising out of or
related to the Agreement or any breach thereof shall be
submitted to a court of applicable jurisdiction in the State of
Washington, King County, and each Party hereby consents
to the jurisdiction and venue of such court.
15.9. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION,
PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THE AGREEMENT,
INCLUDING ANY EXHIBITS, SCHEDULES, AND
Page 8 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
APPENDICES ATTACHED TO THE AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
15.10. Attorneys' Fees . If VIEVU prevails in any suit or proceeding
relating to the Agreement , VIEVU will have the right to
recover from Customer its costs and reasonable fees and
expenses of attorneys, accountants, and other professionals
incurred in connection with the suit or proceeding, including
costs, fees and expenses upon appeal, separately from and
in addition to any other amount included in such judgment.
15.11 . Severability Except as provided below, each provision of the
Agreement will be interpreted in such a manner and to such
an extent as to be effective and valid under applicable law.
If any provision is prohibited by or invalid under applicable
law, that provision will be ineffective only to the extent of such
prohibition or invalidity.
15.12. Survival. The terms, provisions, representations , and
warranties contained in the Agreement whereby their sense
and context are intended to survive the performance and
termination of the Agreement, shall so survive the completion
of performance and termination of the Agreement, including,
but not limited to, the making of any and all payments due
hereunder and Sections 1.24, 5, 7, 8 .1, 9.2 , 1313, 14, and
15 and any other right or obligation which by its nature is
reasonably intended to survive such termination or expiration
15.13. Notices. All notices required to be given in writing under the
Agreement shall be in writing and shall be given or made by
delivery in person, by courier service, by confirmed facsimile,
or by registered or certified mail (postage prepaid, return
receipt requested) at the following address:
VIEVU, LLC
645 Elliott Ave W Suite #370
Seattle, WA 98119
Attn: Legal Department
16. DEFINITIONS
but not limited to, business plans, specifications, designs,
methods, processes, ideas, concepts, drawings, software,
pricing, operational plans and know-how, employee
information, shareholder information, vendor information,
customer information, and consumer information.
16.4. "Customer Data" means all data provided to or created by
Customer, including without limitation all video and images
captured by a Camera and uploaded onto the VIEVU
Solution.
16 .5 . "Documentation" means all operating manuals and user
manuals, training and marketing materials , guides, product
descriptions, product speCifications, technical manuals,
supporting materials, and other information relating to the
VIEVU Solution and provided by VIEVU to Customer.
16 .6. "Federal Agency" means a bureau, office, agency,
department or other entity of the United States Government.
16.7 . "Geo-Redundant Storage" means multiple copies of data
storage of duplicate copies of Customer Data at more than
one datacenter, Which such data centers are no less than 500
miles apart geographically .
16.8. "Hardware Specifications" means: (a) the product manuals
(including the Quick Start Guide and Detailed Service
SpeCifications for Camera Support located at
http ://www.vievu.com/supporUcamera-supporU or such
other address specified by VIEVU from time to time.
16 .9 . "Intellectual Property" includes, but is not limited to , any
trademarks, service marks, trade names, distinctive words,
logos , drawings, art work, pictures, colors, deSigns, design
and/or utility models or copyrights, or any marks or works
similar thereto, and any modifications, derivations,
improvements or adaptations thereof. Intellectual Property
also includes, but is not limited to, the look and feel of the
VIEVU Solution, the Camera and any portions thereof.
16.1 . "Authorized User Account" means the arrangement under 16.10. "Locally-Redundant Storage" means storage of duplicate
the Agreement authorizing online access of an Authorized copies of Customer Data within one datacenter.
16.2.
16.3.
User to the VIEVU Solution, whether actually used or not.
"Cloud Storage" means the storage of Customer Data, in
connection with the VIEVU Solution, maintained in a cloud in
data centers selected by VIEVU . These data centers are
accessed by the Customer via an internet connection.
"Confidential Information" means information and technical
data derived from or disclosed to a Receiving Party or
Affiliates of the Receiving Party by the DisclOSing Party or its
employees, vendors, customers, representatives, Affiliates,
agents and other independent contractors during the
performance of obligations under the Agreement and which
is not generally known to the public, including the Disclosing
Party's customers or competitors or any customers or
competitors of any Affiliate of the Disclosing Party. Examples
of Confidential Information include, but are not limited to
Customer Data, and information or data disclosed in oral,
written, graphic or machine-readable form, or in forms
otherwise embodying or displaying such information, or
which is visible or audible to Receiving Party by virtue of the
Receiving Party visiting or performing its obligations at a
facility controlled by the Disclosing Party or an Affiliate of the
Disclosing Party , subsidiaries, agents or subcontractors, or
by having access to the Disclosing Party's systems including ,
San Rafael VIEVU Solution Services Agreement_V1 .0.docx
16.11 . "Training and Implementation Services" means in connection
with the VIEVU Solution, VIEVU may provide certain training
and/or implementation services to Customer. Any such
services performed by VIEVU will be pursuant to a separate
agreement entered into between the parties.
16.12. "State/Local Entity" means (a) any agency of a state or local
government in the United States, or (b) any United States
county, borough, commonwealth, city, municipality, town,
township , special purpose district, or other similar type of
governmental instrumentality established by the laws of a
Customer's state and located within the Customer's state's
jurisdiction and geographic boundaries .
16.13. "Tribal Entity" means a federally recognized tribal entity
eligible for funding and services from the U.S. Department of
Interior by virtue of its status as an Indian tribe .
16.14. "Service Specifications" means collectively, (a) the system
requirements; (b) the applicable portions of the VIEVU
Solution User Guide; (c) the Deployment Setup Guide; and
(d) any other specifications posted by VIEVU from time to
time on http://www.vievu.com/supporUvievu -solution-
supporU . The Service Specifications are subject to change at
Page 9 of 13
Exhibit A
VIEVU Solution -Standard Terms and Conditions
VIEVU 's discretion; however, VIEVU changes to the Service
Specifications will not result in a material reduction in the
level of performance, security or availability of the applicable
portion of the VIEVU Solution during the Term
16 .15. "Third Party Programs" means all text, files, images,
graphics, illustrations, information , data, audio, video,
photographs, and other content and material , in any format.
or services that are obtained or derived from third party
sources outside of VIEVU and made available to Customer
through, within, or in conjunction with Customer's use of the
VIEVU Solution . Examples of Third Party Content include
data feeds from social network services, rss feeds from blog
posts, data libraries and dictionaries, third party add on
applications and marketing data .
16.16 . "Unlimited Storage" means unlimited video storage from
video generated by VIEVU cameras while included in this
agreement. Files which have not been accessed within a 30
day period may be placed in archival storage that may up to
24 hours to retrieve. Customer must implement a retention
policy and may not retain all footage, but the specifics of the
retention policy are at the customer's discretion.
16 .17. "VIEVU Solution" means, collectively, the Camera, Solution
Software, Cloud Storage and any Third Party Programs
selected by Customer.
San Rafael VIEVU Solution Services Agreement_V1 .0.docx Page 10 of 13
Exhibit B
VIEVU Solution Certification of Eligibility for Microsoft Azure Government Cloud
Are You a US Government Entity?
Please check one:
o United States Federal government
o State government
XJ Local government
o Tribal government
o Not a Member of the US. Government Community as defined in Exhibit A (e.g.,
private sector or international)
Microsoft Azure Government eligibility requirements and definitions are listed in
Attachment 1.
Signature of Authol'ized Representative
City Manager
Title
jirn.schutz@cityofsanrafael .org
Email Address
City of San Rafael
Agency or Company Name
San Rafael VIEVU Solution Services Agreement_Vl.0.docx
Jim Schutz
Printed Name
Date
415-485-3475
Phone Number
Page 11 of 13
Exhibit B
VIEVU Solution Certification of Eligibility for Microsoft Azure Government Cloud
Attachment 1
Microsoft Azure Government Eligibility
"Azure Government Services" means one or more of the services of features identified at
which are provisioned in dedicated multi-tenant
data centers for exclusive use by or for the Community.
"Community" means the community consisting of one or more of the following: (1) a Government.
(2) a customer using Azure government Services to provide solutions to a Government or a
qualified member of the Community. or (3) a Customer with Customer Data that is subject to
Government regulations for which the customer determines and Microsoft agrees that the use of
azure government services. and not Microsoft Azure Services. is the appropriate Microsoft service
to meet the Enrolled Affiliate's regulatory requirements .
"Federal Agency" means a bureau, office, agency, department or other entity of the United
States Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its
governmental capacity.
"State/Local Entity" means (1) any agency of a state or local government in the United States, or
(2) any United States county, borough. commonwealth, city, municipality, town, township, special
purpose district, or other similar type of governmental instrumentality established by the laws of a
Customer's state and located within the Customer's state jurisdiction and geographic boundaries.
"Tribal Entity" means a federally recognized tribal entity eligible for funding and services from the
U .S. Department of Interior by virtue of its status as an Indian tribe.
Azure Government Services are only available for the benefit of members of the Community. You
certify that it is a member of the Community and agrees to use Azure Government services solely
in its capacities as members of the Community and for the benefit of end users that are members
of the Community. Use of Azure government Services by an entity that is not a member of the
Community or to provide services to non-Community members is strictly prohibited and could
result in termination of the azure Government Services without notice. You acknowledge that only
Community members may use Azure Government Services.
Notwithstanding anything to the contrary in the Use Rights, for azure Government Services:
o Customer Data will be stored and processed solely within the continental United States.
~ Azure Government Services will be offered only within the United States.
San Rafael VIEVU Solution Services Agreement_ V1.0.docx Page 12 of 13
Exhibit c
VIEVU Solution List of Personnel Authorized to Discuss Account
Persons Authorized to Discuss Account (optional)
Complete this section if you would like to allow up to three persons, other than yourself, to be authorized to
receive account information or make account level decisions. This includes but is not limited to receiving account
credential information, resetting account credential information, updating billing information, discussing billing
related matters and receiving notifications.
Person 1
Printed Name Title
Email Address Phone Number
Person 2
Printed Name Title
Email Address Phone Number
Person 3
Printed Name Title
Email Address Phone Number
San Rafael VIEVU Solution Services Agreement_V1.0.docx Page 13 of 13
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Police Department
Project Manager: Dave Starnes
Extension: 485-3471
Contractor Name: VIEVU LLC
Contractor's Contact: Mike Pisciotta
Contact's Email: Michael.pisciotta@vievu.com
o FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
4 Project Manager When necessary, * contractor-signed agreement
agendized for Council approval
*PSA > $20,000; or Purchase> $35,000; or
Public Works Contract> $125,000
Date of Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager Forward signed original agreements to City
Attorney with printed copy of this routing form
6 City Attorney Review and approve hard copy of signed
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
(for Public Works Contracts) 1J J ~
8 City Manager / Mayor Agreement executed by Council autnorized official
9 City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
4/6/2018
4/6/2018
4/6/2018
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