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HomeMy WebLinkAboutFlock Group, Inc - Flock Safety Professional Services AgreementDocusign Envelope ID 4 41-68AD-472E-8453-4481 EF0049E0 I ats f4'ock safety p tvo Currronier, W4 - la t:inns PO Legal Eattt.y Name: WA-Yakma r'0 Accvurt, Payable Errtali: Address: 200S;7utin 3Street 'in 9 9 01 Hardware and Software Products nriLW rectta-ng ar inurCS r^v .r s4shscnrynn :rim For-e4lessees(rformed Responder s and One Time Purchases OR..1. l FORM s the rcrr ep of the prevtstusll" e r,rtee tT t°e greemenr" The Terns contain, oth Parties (the " Effectiw.e Date") Pilot Teri, 17 Months Payment term;': Net 3oa iB 1%rgFrequency_ Total Contract Billed at Stoning Ftetpntrtrr'i T'rarr d: ;30 tnay5 Discounts: °;vfirrvafrrJ 7'as. `s�adrabat Trim 1 rsC-I used 3n OP y,a OP S'we3,7 39 00 Docusign Envelope ID: 5433;3741-66AD 72E-B453-44B1EFO049E0 Billing Schedule (Replacements), and Scion I in this Order Form, a total of S98,73, the ForceMetncs cntcrpnse heense dgi [Joc:usign Envelope ID 54333741-68AD-472E-B453-44B1EF0049E0 Product and Services Derr «tic,n Docusign Envelope ID; 54333741-68AD-472E-B453-44B1EF0O49E0 By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement. 'Fhe Parties have exectned this Agreement as of the dates set forth below. FLOCK GROUP, INC. sislneu by: By: Name: Title: Date: SKI Ar91-4314156rmF3 Mark Smith General Counsel 6/25/2025 Customer: WA Yakima PD By: Name: Title: / 2...JC� Date: f25/ PO Number: n/a City Manager CITY CONTRACT RESOLUTION NO: Docusign Envelope ID: 5433,f741-68AD-472E-Fs4 44FS1 EF UO4L7E Exhibit FORCEMETRICS TERMS A CONDITIONS 1, License Grant. Sub(ect to the terms of this Agreement, ForceMetrics grants to 1_iceirsee and its officers, employees and consultants so authorized by Licensee (individual, as 'User' ard collectively as "Users') a non-exclusive, nontransferable royalty -free, tdc'FBi'ted teri'ffil ;i.er'V e to install, access and use Force Metrics' web -based application "software providing law enforcement entitles unified search capabilities, visualizations of public safety data, and data linkage frurr; multiple exist rig data sources related to community impact, operational efficiencies, and performance metrics in order to identify community needs, measure succors and mitigate risks ("Licensed Platform'") in Licerssee devices, including Licensee owned and is5raed desktop t-inmputers, laptops. and tablets and mobile devices and t'ne like, in connection with the performance of their job duties and within the parer?retets sot with respect thereto. 2, Licensed Platform Access- ForceMetrics will be respar siblia for hosting' the Licensed Platform. Licensee and authorized Users will be responsidle for obtaining Internet connections and other third -party hardware and services necessary to access such websitc through the Internet, including without ,limitation as set forth ire Schedule A entitled "Technical Requirements' attached hereto.. 3. Standard Support Services. ForceMetric5 offers Standard Support services in connection with the Licensed Platform as further described In Section 13 of these Terms and Conditions and as set fort)] (n Schedule 8 attached hereto. The Licensed Platform and "Supporting Standard Support Services, including training and a!ipoort required to enable and maintain the Licensed Platform may be collectively referred to herein as "Service." To the extent any additional Standard support ,er^aloes are rnffered -hey will he set forth in a Statement of Work. 4. Support Services or rather Service cu,tornlZati„?P° o configuration to the software or ("Custom Professsu al Seryroe's), sic shall be set forth in a Statement of Work, therein shall be owned by ForceMetrics, Custom Professional Services. To .the extent any Standav'Cf pment of any Ised Platform See°vices nd intellectual property right's 5. Access/Credentials. Licensee will ensure that each laser creates and keeps strictly confidential a unique user ID and password for access to the Service, and Licensee will remain responsible for any and all actions taken usnig Licensee's account, 6. General Restrictions. Licensee shall use the service solely for usiness purposes in accordance with this Agreement, area well not permit Users or .any third party to): la) rent, lease- rose access, to or sublicense the Service to any thorn party; (b1 use the Service to provide, or incorporate the Service into, any commercial coffering, (or otherwise directly expose .the functionality of the Service) for the benefit of a third party; i,c) reverse engineer, decomprle, disassemble, or otherwise seek to obtain the source code or non-public AP'I, La the Service; or (d) remove Cr obscure any proprietary or other notices contained in the Service,., rricluding references or notices with reesperrt to Federal Bureau of Investigation Criminal Justice Information Services. 7. Operation Restrictions, It may be dangerous to operako a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Licensee agrees that Users will be instructed to only utilize the interface. for the Service at times when it is safe to do so ForceMetrics is not liable for any accident caused by a result of [distraction such as frur,t viewing the screen while Forcelvfetrfcs te'rprise License Agreement operating a moving 8, Licensee Data. "Licensee Data mea ation or f any` type which is input by a User into the Service- Licensee d interest in and to any such Licensee Data, Licensee hereby grants to ForceMetrics a non-exclusive, worldwide, royalty -free right to use, copy, store„ transmit, modify, create derivative works of and publicly perform and display the Licensee Data in connection with providing the services hereunder as .set forth in Section 21. beIuuw. 9, Licensee Obligations. Licensee will ensure Users' use of the Service and Licensee Data is at all tunes compliant with Licensee's priv;,tCy policies and applicable laws, regulations and conventions applicable there'to, including, without limitation, those related to far':vacy, data security and the handling of Personal Data. Licensee is slily responsible for the accuracy, content and legality of licensee Data. Licensee represents anal warrants to ForceMetrics that Licensee has sufficient rights in the Licensee Data to grant the rights granted to horceMetrics in Section 8 above and the licensee Data does not infringe Or violate the intellectual property, publicity, privacy or other rights of any third party. Licensee acknowledges and agrees that ForceMetrics shall not be Diable for any damages that may result from Licensee's use of the service in transmitting, uploading, collecting managing, or ct:�'erwise processing any sensitive personal Information, financial formations protected health information, or other special categories of personally identifiable information or data ("Personal Data"1 1©, ForceMetrics Obligations. ForceMetrics will ensure that the Service and use or processing of Licensee Data Is at all times compliant with ForceMetrics' privacy policies and applicable laws, regulations and conventions applicable thereto, including, without limitation, those related to privacy, data security and the handling of Personal Data. 1'1. Term and Termination_ The "Term' of this Agreement shall be as set forth on Page 1 of this Agreement. This Agreement shall conclude one year after signing and any future terms shall be a new Agreement. Should this Agreement not be renewed or otherwise be terminated, each Party will return or destroy the other Party's Confidential information, and ForrrMetrtci shall immediately disable and/or terminate Licensee's access to the Licensed Platform and Licensee shall delete from all devices the software for the Licensed Platform Licensee acknowledges that following termination it shall have rru 'Further access to any Licensee Data input into the Service. Within ninety (90) days following termination, ForceMetrics will delete the Licensee Data. Nothing herein obligates either Party to enter into any further. „agreement with the. other Party. This Section 11 and Sections 9 (Licensee Obligations), 17 (Confidential lrrformetien)„ 19 (intellectual Property Rights), 22 (No Warranty), 23 (Limitation of Liability), 24 (indemnification and Insur'ancel, and 25 (General) will survive any expiration or termination of this Agreement. Section 10 (ForceMetrics Obligations) will also survive aw y expiration er termination of this Agreement but only until tl'ae deletion of the 1„iCeitsee tfata frtrm the Service, 12, Payment Terms. Licensee wiii pay ForceMetrics as set forth it the Agree_-ment. Payments will be due on or before the date due and payment must be made in u5 Dollars- Taxes might apply. Sales tar and Page 1 of 5 Docusign Envelope ID: 54333741-65AD-472E-B453-44B1 EF0049E0 r©RCEME'TRICS impart duties are not included. State and local taxes may apply unless a valid exemption cent f eate is on file or submitted at the time of order. ForceMetncs reserves the right to charge interest an past due amounts at a rate of one and one-half percent (1'li%o) per month ar the maximum amount permissible under applicable law (whichever is less) from the original date due until paid. In the event of Licensee default or late payment, Licensee shall reimburse ForceMetrics for all costs of collection, including but not limited to reasonable attorneys fees. ForceMetrics reserves the right to withhold access to the Service if timely payment is more than sixty (60) days overdue, 13, Training and Support. ForceMetrics will provf+de reasonable in -person and/or virtual training and other support for Licensee during the Term as set forth in Schedule B. 14, Licensed Platform Content; Machine Learning (AI/Generative Al), a. Data from External Data Sources. Licensee understands and acknowledges that the Licensed Platform provides search capabilities, visualizations of public safety data, private and public data sources,. and data linkage from multiple existing data sources related to community impact, operational efficiencies, and performance metrics in order to identify community needs, measure success and mitigate risks, and ForceMetrics does not investigate, qualify or verify the accuracy of any such information and in no case will be liable for the same. b. Machine Learning. As permitted by applicable law, the Licensed Platform may utilize non -generative and generative Al to process and create probabilistic outputs and predictions based on existing data, including natural language processing to create officer/community labels,. text summarizat'ions, topic modeling, and sequential pattern analysis. ForceMetrics reserves the right, in its sole discretion to incorporate additional machine learning processes, including but not limited to named entity extraction, sentiment analysis, speech recognition, text clustering, ontology mapping, labeling accuracy, and other techniques. Licensee acknowledges that Al information, predictions or probabilities are not guaranteed to be accurate or complete, and that Licensee should not rely solely on the Licensed Platform content for critical decision making. c, Text/Narrative Summaries. Text sum rnarizations ("Narrative Summaries"), within the Licensed Platform are automatically generated excerpts of full reports, are not comprehensive and are not guaranteed to be accurate- User acknowledges that such Narrative Summaries may omit certain information or be open to interpretation due to information that is included or not included therein. Narrative Summaries are 'AS IS" without any assurances of completeness, accuracy, usefulness, or timeliness, and without any explicit or implied warranties, it is crucial that User not make public safety decisions, take actions or fail to take actions based solely on Narrative Summaries. 15. Licensed Platform Updates. ForceMetrics may, at any time and in its sole discretion, without prior warning or notice, modify, update, add or remove features and functionality of the Licensed Platform or suspend and/or cease providing the Licensed Platform or any part of the Licensed Platform. The Licensed Platform may communicate with ForceMetrics' servers from time to time to check for available updates, such as bug fixes, patches, enhanced functions, missing plug -ins and new versions (collectively, "Software Updates"), Such Software Updates may be in various forms and are generally provided for the purposes of improving the performance, security and reliability of the Licensed Platform, You are required to accept a.nd rpr'isIc.ense Agreement install all Software Updates and upgrades. 16. Ownership of Licensed Platform. You acknowledge that You are obtaining only a limited right to the Licensed Platform and that no ownership rights or extended usage rights are granted to You under this Agreement. ForceMetrics retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Licensed Platform, to any and all related and underlying technology and documentation for the Licensed Platform, and to any derivative works, modifications or improvements of any of the foregoing, specifically 'including any feedback from You ("ForceMetrics 'Technology"). Except as expressly set forth in the Terms and Conditions, no right, title or interest in any ForceMetrics Technology is granted to You. 17. Confidential Information. Licensee arid ForceMetrics may disclose to each other information regarding their respective businesses and technologies which information is either identified at the time of disclosure as confidential or which should be reasonably known by the receiving Party to be confidential ("Confidential Information"). The Service is Confidential Information of ForceMetrics and all Licensee Data is Confidential Information of Licensee. Except as specified otherwise herein, the receiving Party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a need to know, provided that such representatives are bound to confidentiality obligations no less protective of the disclosing Party than this Section 17 and that the receiving Party remains responsible for compliance by any such representative with the terms of this Section 17. These restrictions on disclosure will not apply to any information which: (a) is or becomes generally known or publicly available through no act or omission of the receiving Party, (b) is known by the receiving Party without confidentiality restriction at the time of receiving such 'information, as shown by written records; or (c) is furnished to the receiving Party by a third party without confidentiality restriction. The receiving Party may make disclosures to the extent required by law or court order, provided the receiving party notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. LB, Data Security and Processing. ForceMetrics will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Licensee Data, including measures designed to prevent unauthorized access, use, modification, or disclosure of Personal Data. ForceMetrics and Licensee agree to operate in conformance with the physical, technical, operational, and administrative measures and protocols regarding data security for the Service as set forth in the Security Policy. Licensee agrees as follows: (a) to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Licensee Data; (b) to protect the Licensed Platform and any Licensee Data by monitoring and auditing User and staff activity to ensure that it is only within the purview of system application development, system maintenance and .the support roles assigned; (c) to provide access to the Page 2 of 5 Docusrgr Envelope ICI; 54333741-68AD-472E-E3453-4461 EFOO4OED FORCEMETRICS ceased Pia nrrn ",nd any Licensee Data through Licensee -managed role -based access only; (d1 to create and retain activity transaction logs to enable auditing by ForceMetrics staff and any Licensee Data owners; orm independent employment background awn, expense; and (f) Licensee agrees creating User accounts with only one SC tb reinforce staff Licensee domain email address for each 'User. Licensee may run background checks on ForceMetrics employees that will have access to Licensee Data in the production environment and/or Licensee s physical premises. License Intellectual Property Rights. This is an agreement °tor d cess to and vase iof the Service during the Terns O..icensee icknowledges'that it fs cbtairrfng only a lir,lted rtght to utilize the Service during the Term and that no ownership rights or extended usage. rights are granted to Licensee cinder this Agreement. Licensee agrees that ForceMetrics retains all right, title -and interest (including all patent, copyright, trademark trade secret and other intellectual property rights) in ano to the Service, to any and all Farr'eMetrics' Technology and documentation for the Service,„ and to any derivative works, modifications nr impc°ovenlents o any cf the foregoing, specifically including any Feedback ("FbrceMetriCs Technology") Except as expressly set forth in this Agreer'nerrt rrci right, title ori 'interest in any ForceMetrics Technol©gy is granted tot f.ir ensee. ForceMetrics may u;o Licensee's name and logo in lists of customers and marketing materials„ including rncdia opportunities ,and case study development. provided Mat such usr will comply with any standard trademark guidelines provided cry Licensee to ForceMetrics. 20. Feedback; Service Data. From tiire--to-time during the Terre, ForceMetrics may request from tar re1eive, fr'rtinr Licensee, such 35 ria si r'vieys, comments„ questions, suggestions ar other feedback relating to the Service or otherwise to ForceMetrics` prncucri, and services ("Feedback"), ForceMetrics may freely use or exploit Feedback in connection with the Service as well as any oE'itt other current or future - developed products or services. 21, Derived Data. Licensee ackntawledtea and agree'is that ForceMetrics s.hail have the right to utilize data capture. 5yr;dic ttion, grad analysis tools, and other similar tools, to extract. compile, synthesize, and analyze any Licensee 'Data, including configurations, categorization and classificationear data, log data, performance results and Persona! Date, restating from Licensee's tine of the Service ("Derivi "' e;i°vi r:1 Data, as used hereon, shall also mean any inforr„3'tion or data of any kind ,uhich. has been created or derived by rorciaMet,rii,.s during the score of providing Services which is the result, directly or indirectly, frurrr the manipulation, derivation, calculation ore aiysis of Licenser' Data (whether generated by human Or r'rra0 rinej "vf-eLoki airrls_ or in conluecton with other data such that (i) Licenseee Data cannot be, identified by "risrral 'inspection., extracted or reverse: engineered from it, lid of Ls substantially different from ,and dues" not resemble Licenses Data, unless, any resemblance purely coincidental following a burin tide and demonstrable derivation process. (iiV1 it has deer' de -identified, aggre,c,'ateed or snnnymized such that it, includes no Personal Lrata (iv) It d for security and operations management. to create Axis,rC<TI lopn-uent purposes and incorporated into d data sets for the purpose of improving and ucts, sottvrare, technology and services or r'ir�. Deriued L7,ata ss oayne,d by ForceMetrics and 'will ntit zany Licensee Confidential information Derived Data may be I ooted by ForceMetrics; for any lawful duimess oerpcise without a Out,/ of accounting to licensee, provided that the Derived Data is used ForreMetrir`s Enterprise Lilense Agreement only in an anonymized, der dentified, or aggregated form„ without sped#ically identifying the source of the Derived Data. On creation, ForceMetrics shelf own all Intellectual Property Rights ir; the 17erived Data. 22., No Wa►ranty. THE SERVICE 1,5 PROVIDED AS IS" AND FORCEMETRICS MAKES NO WARRANTIES„ EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OE MERCHANTABILITY, 1 11-, FITN'ES.S FOR A PARTICULAR PUR1OSE. CR. NONiNFRINGEMENI FORCEMETRICS DOES NOT WARF)ANT THAT LICENSEE'S USE OF THE SERVICE WILL :BE UNINTERRUPTED OR ERROR -FREE,. NOR DOES FORCEMETRICS WARRANT' THAT IT WILL REVIEW THE LICENSEE DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE LICENSEE. DATA WITHOUT LOSS- FORCEMETRICS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVILE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF FORCEMETRICS" REASONABLE CONTROL LICENSEE MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES., IF ANY, 1S LIMITED 10 THE SHORTEST PERIOD PERMITTED BY LAW. 23. Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, NNIER UPTICN OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL„ OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST RROFITSI„ REGARDLESS or THE FORM OF ACTION,„ WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, 'EVEN IF INFORMED OE r'HE POSSIBILITY OF 'SUCH DAMAGES IN ADVANCE; AND (B) NOTWITHSTANDING ANYOTHER PROVISION OF THIS AGREEMENT, EACH PARTY'S ENTIRE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY LICENSEE TO FORCEMETRICS UNDER THIS AGREEMENT OR (II) TEN THOUSAND DOLLARS (USD 519,0001. 'Excluded Claim" ,Tieans any claim arising (a) from Licensee's breach of Section 1 (License Grant) or Section 6 (General Restrictions), (b) under Section 9 (Licensee Obligations), or (c) tram a Party's 'breach of its obligations un Section 17 (Confidential Information)„ FORCEMETRICS° LIABILITY FOR DAMAGES ARISING FROM A BREACH OE THE OBLIGATi0NS O^' CONFIDENTIALITY ON SECTION 11 OF THIS AGREEMENT SHALT NOT EXCEED TWO THOUSAND DOLLARS (52,000 USD) PER CLAIM. 24, indemnification and Insurance. Indemnification by ForceMetrics. For ceM end, lndetrsnify and hold harmless Licensee and its Users„ and each of their afiiceril„ directors, managers, shareholders, members and employees from any and all claims, liabilities, costs and expenses (including reasonable attorney fees) in Connection with any third party darn, arising fron, nr related to allegations that use of the Licensed Platlrurn, rr accordance with this Agreement infringes or misappropriates the intellectual property rights of such third party, provided however, that the foregoing obligations shall be subject to Licensee ( 1) promptly notifying ForceMetrics of the claim, (2i providing ForceMetrics with reasonable cooperation in defense ioif such ciairn, and (3) providing ForceMetrics with sole control over the defense of such claim,' including negotiations and/or settlement, as applicable, subject to prior written consent of Licensee which consent' shall not be unreasonably withheld, conditioned or delayed, provided that Licensee may participate ir the Pauze3of5 Docusign Envelope ID: 54333741-68AD-472E-B453-4481EF0049E0 FORCEMETRICS defense of any claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, ForceMetrics shall have no obligation with respect to a third party claim to the extent such claim arises from (i) acts of omissions of Licensee or its affiliates, Users, employees or contractors, (iij claims brought by Licensee or its affiliates or Users, (hi) use of old versions of the Licensed Platform after notice and receipt of modified or updated software or the like, (iv) use of third party applications, components or data, (v) data, products, information or materials provided by Licensee or a third party, (v) use of the Licensed Platform in connection with modules, apparatus, hardware, software or other services not authorized by ForceMetrics or specified for use with the Licensed Platform by ForceMetrics, (vi) use of the Licensed Platform in any way not authorized or specified by ForceMetrics, or (vii) alteration or modification of the Licensed Platform by a party other than ForceMetrics. If the Licensed Platform is (or ForceMetrics believes is likely to become) the subject of a claim for which ForceMetrics would he obligated to defend and indemnify pursuant to this Section 24, the ForceMetrics may, at its sole option, (A) obtain for Licensee the right to continue use of the Licensed Platform; (8) provide a substitute platform to Licensee provided there is no material loss of functionality.; or (C) Terminate this Agreement and refund any prepaid fees for the Licensed Platform applicable to periods after the date of such termination. b. indemnification by Licensee, To the extent authorized by the constitution and the laws of the State of e, Licensee will defend, indemnify and hold harmless ForceMetrics and its affiliates, and each of their officers, directors, managers, shareholders, members and employees from any and all claims, liabilities, costs and expenses (including, reasonable attorney fees) in connection with (1) any third party claim arising from or relating to allegations that (i) use of data, products, information or materials provided by Licensee hereunder, including without limitation, Licensee Data, infringes or misappropriates the intellectual property rights of such third party or violates applicable law, (ii) Licensee or its User„ affiliate, employee, agent or independent contractor violates applicable taw, or jiii) Licensee's breach of this Agreement; provided however, that the. foregoing obligations shall be subject to ForceMetrics (A} promptly notifying Licensee of the claim, (B) providing Licensee with reasonable cooperation in defense of such Claim, and (C) providing licensee with sole control over the defense of such claim, including negotiations and/or settlement, as applicable, subject to prior written consent of ForceMetrics which consent shall not be unreasonably withheld, conditioned or delayed, provided that ForceMetrics may participate in the defense of any claim at its own expense with counsel of its choosing, (2) disabling a User's access to the Licensed Platform at Licensee's request, or (3) the actions or failure to act of licensee„ its affiliates, Users, employees or contractors, including willful, fraudulent, or negligent or reckless acts or omissions, resulting in any third party claim for personal injury car death, damage to personal property or reputation, environmental damage, interference with contract or employment, or violation of privacy. c. Insurance. ForceMetrics shall maintain insurance coverages as follows written by companies with an A.M, Best rating of at least Be/A-. 1. Commercial General Lability insurance, with minimum combined single limits of $2,000,000 per -occurrence, $2,000,000 Products/Completed Operations Aggregate and S2,000,000 general aggregate. Coverage must be written on an occurrence form. 2. 'Workers" Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: a) by accident, $1O0,000 each accident, b) by disease, $100,000 per ForceMetrics Enterprise License Agreement employee with a per policy aggregate of 5500,000. 3. Business Automobile Liability insurance covering owned, hired and non -owned vehicles, with a minimum combined bodily injury and property damage limit of $2,000,000 per occurrence, 4. Professional Liability (Directors and Officers Llability and Cyber Risk Insurance (including technology and media errors and fissions, privacy and network security), covering acts, errors, and clog cut of ForceMetrics' operations or services with its of $2,000,000 per occurrence, S2,000,000 annual aggregate. 25. Export Control. In performance of this Agreemert, Licensee and ForceMetrics each agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (a) Licensee and ForceMetrics each represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (ar a national of) a country that is subject to a U.S government embargo ar that has been designated by the U.S. government as a "terrorist supporting" country, (b) Licensee will not (and will not permit any of its users to) access or use the Service is violation of any U.S. export embargo, prohibition or restriction, and (c) Licensee will not submit to the Service any information that is controlled or prohibited under any U,S, trade regulations, 26. General, this Agreement will be governed by and construed under the laws of the State of Washington. Any suit or proceeding arising out of or relating to this Agreement will be commenced exclusively in the state or federal courts in Denver, Colorado and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts. The United. Nations, Convention on Contracts for the International Sale of Goods is specifically disclaimed.. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. All notices: requests and other communications under this Agreement must be In writing, and must be mailed by (a) registered or certified mail, postage prepaid and return receipt requested, (b) nationally recognized delivery or courier service with tracking service, or(c) delivered by hand to the party to whom such notice is required. or permitted to be given, at the addresses of the Parties set forth below (or such other addresses as the parties may designate from time to time by like notice): ForceMetrics, 2590 Welton Street, Suite 200, Denver, Colorado 80205: and Licensee„ (insert address]. ForceMetrics will not be responsible for,tny delay or failure to perform any obligations to Licensee which is caused by any Force Majeure event or other action beyond a Party's control. "Force Majeure" will include but not be limited to: acts of nature, floods or fire; transportation, power or other supply shortages or unavailability, failure or delays; strikes or labor shortages; government actions, orders or restrictions; disease or pandemic; and wars, insurrections, or acts of terrorism. If the Force Majeure event continues for a period of time that makes performance hereunder impossible or impracticable, either Party may terminate the Agreement upon thirty (30) days' written notice to the other Party. All amendments must be in writing and signed by both parties. Waivers must be in writing and no waivers will be implied. Licensee may not assign or amend this Agreement without the prior written consent of ForceMetrics, and any purported assignment or amendment in violation of the foregoing will be void. ForceMetrics may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Page 4 of 5 Docusign Envelope ILA: 54333741-6 AD-472E_-B453-44B1tr(JO49ED FORCEMETRICS orceMetrics' assets or voting securities. If any provision esf thls Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain on full force and effect. This Agreement is the `final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject mat -ter, whether oral or written, All other use by Licensee is prohibited. For eMetrics Enterprise Licer7se Agreement Page 5 of 5