HomeMy WebLinkAboutGrayshift, LLC - End User License Terms Agreement DocuSign Envelope ID: F57F5C43-42F3-4026-BDF1-49F2B1CA54B5
GRAYSHIFT,LLC
END USER LICENSE TERMS
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.DOWNLOADING,INSTALLING OR
USING GRAYSHIFT-SUPPLIED SOFTWARE AS PART OF THE GRAYSHIFT PRODUCT(THE"PRODUCT")
CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
THIS PRODUCT CONTAINS CERTAIN SOFTWARE("SOFTWARE")AND OTHER PROPRIETARY MATERIAL,THE USE OF
WHICH IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT("AGREEMENT"). IF YOU DO NOT AGREE
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK "I AGREE" AND DO NOT USE THE
SOFTWARE. YOUR CLICKING "I AGREE"OR USING THE PRODUCT OR SOFTWARE INDICATES THAT YOU ACCEPT
THESE TERMS. IF YOU DO NOT AGREE WITH ALL TERMS,YOU MUST RETURN THE PRODUCT,ALL MANUALS AND
DOCUMENTATION,AND PROOF OF PAYMENT AND DISCONTINUE USE OF THE SOFTWARE. WRITTEN APPROVAL IS
NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF
ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF GRAYSHIFT SHALL BE CONSTRUED AS AN INFERENCE TO
THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT, GRAYSHIFT'S ACCEPTANCE IS EXPRESSLY
CONDITIONAL ON YOUR ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
1. ENTIRE AGREEMENT. The parties hereby agree third-party monitoring tools to ensure that Licensee is in
that all rights connected to the use of the Software by the Licensee compliance with the foregoing restrictions,which such tools may
are governed exclusively by the terms and conditions set out in be subject to Third Party Components terms as further described
this Agreement and shall prevail over any additional,.different,or herein. For purposes of this Agreement, "Authorized Users"
conflicting terms and conditions contained in any pricing means collectively, employees, agents, or contractors who are
statement from Grayshift for the Product("Quote"),bid package, empowered by Licensee to access or use the Product and
or other communication or document relating to this Agreement. Software.
Acknowledgement, whether express or implied, by either party
of the other parry's bid packages, Quotes, or other 4. THIRD PARTY COMPONENTS. The Software
communications or documents relating to this Agreement which makes use of or otherwise incorporates third party components,
contain additional, different or conflicting terms shall not including certain Google Maps features and content. Use of
constitute acceptance of such terms and conditions by the Google Maps features and content is subject to the then-current
acknowledging party. This Agreement may be amended only by versions of the:(I)Google Maps/Google Earth Additional Terms
a writing executed by both parties. of Service at https://maps.google.com/help/terms_maps.html;
and (2) Google Privacy Policy at
2. ACCEPTANCE AND DELIVERY. So'ftirare will be https://www.google.com/policies/privacy/.
provided by electronic means. Acceptance' of Software
("Acceptance") shall be automatic upon the successful 5. LICENSE RESTRICTIONS. Notwithstanding
completion of Grayshift's standard installation procedures on the anything to the contrary in this Agreement, Licensee will not(or
Product. allow an Authorized User or any other individual to): (a)modify
any Product; (b) reverse compile, reverse assemble, reverse
3. LICENSE GRANT. Subject to the terms of this engineer or otherwise translate all or any portion of any Product,
Agreement and for the consideration specified in'the Order including by removal, disassembly or alteration of any of the
(defined below), Grayshift, LLC ("Grayshift") hereby grants to Product's components; (c) pledge, rent, lease, share, distribute,
you("Licensee"or"You")a limited,revocable,nontransferable, sell or create derivative works of any Product;(d)use any Product
non-assignable, non-sublicensable, non-exclusive license to use on a time sharing, service bureau, application service provider
and allow Authorized Users to use the Software,in Object code (ASP), rental or other similar basis; (e) make copies of any
form, solely as such Software is embedded AO!'proprietary Product; (e) remove, alter or deface (or attempt any of the
equipment provided herewith ("Product") and solely for the foregoing)proprietary notices,labels or marks in any Product;(f)
intended purpose and consistent with Section'9 hereto when distribute any copy of any Software to any third party, including
accessing mobile devices ("Devices") in your possession or without limitation selling any Product in a secondhand market;
control. Licensee may only use the Product in online mode at (g) use the Software other than with Products provided by
authorized physical locations (the "Authorized Locations") Grayshift; (h) use the Product in online mode other than at an
specified in the online order (the "Order") or that Licensee has Authorized Location; (i) deactivate, modify or impair the
otherwise registered with Grayshift, and Licensee further functioning of any disabling code in any Software;(j)circumvent
acknowledges and agrees that in order for the Product to function or disable Grayshift copyright protection mechanisms or license
properly in online mode, the Product must be connected to the management mechanisms;(k)use any Product in violation of any
Internet. Use of the Product in offline mode does not require the applicable Law or to support any illegal activity; (I) use any
Product to be connected to the Internet. Grayshift may use certain Product to violate any rights of any third party;or(m)photograph
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any of the Product's components, whether internal or external. ANY KIND,AND HEREBY DISCLAIMS ALL EXPRESS OR
Grayshift expressly reserves the right to seek all available legal IMPLIED WARRANTIES, INCLUDING, WITHOUT
and equitable remedies to prevent any of the foregoing and to LIMITATION, WARRANTIES OF MERCHANTABILITY,
recover any lost profits, damages or costs resulting from any of FITNESS FOR A PARTICULAR PURPOSE,
the foregoing. PERFORMANCE, ACCURACY, RELIABILITY, QUIET
ENJOYMENT, INTEGRATION, TITLE, NON-
6. FEES. Licensee shall pay the license fees set forth in INTERFERENCE AND NON-INFRINGEMENT. FURTHER,
the relevant Quote for the Software and Product. Except as GRAYSHIFT DOES NOT WARRANT, GUARANTEE, OR
exempt by law, Licensee will be responsible for payment of any MAKE ANY REPRESENTATIONS THAT THE PRODUCT
applicable sales,use and other taxes and all applicable export and OR SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS
import fees,customs duties and similar charges(other than taxes USE WILL BE UNINTERRUPTED OR THAT THE
based on Grayshift's income), and any related penalties and PRODUCT, SOFTWARE OR ANY WRITTEN MATERIALS
interest for the grant of license rights hereunder, or the delivery WILL BE CORRECT, ACCURATE, OR RELIABLE. THIS
of related services. Licensee will make all required payments to DISCLAIMER OF WARRANTY CONSTITUTES AN
Grayshift free and clear of, and without reduction for, any ESSENTIAL PART OF THIS AGREEMENT.
withholding taxes. Any portion of any amount payable hereunder
that is not paid when due will accrue interest at two percent(2%) Licensee acknowledges that all case stakeholders are aware of
per month or the maximum rate permitted by applicable law, and understand the associated risk that the Device may become
whichever is less,from the due date until paid. damaged and/or Device data may be unrecoverable when used
with the Product or Software, in particular for Devices (a)with
7. TITLE. As between the parties, Grayshift and its aftermarket repairs or hardware and nonstandard software builds;
licensors retain all right, title, and interest, including, without (b)that boot loop or are otherwise unable to boot normally; (c)
limitation,all intellectual property rights to the Product. Licensee that have preexisting damage, defects,or faults that may or may
understands that Grayshift may modify or discontinue offering not be detectable;or(d)with software,software builds,states,or
the Product at any time. The Product is protected by.:the copyright usage profiles not identified on the applicable support matrix.
laws of the United States and international copyright treaties. Licensee further understands that not all permutations of Device
This Agreement does not give Licensee any rights hot expressly software,software builds, Device states,and usage profiles have
granted herein. This Agreement does not constitute a sale of the been tested by Grayshift. Before utilizing the Product and
Product or any portion or copy of it. All rights not granted are Software on Devices under any of the above conditions, please
reserved for Grayshift. consult support.grayshift.com.
8. LIMITATION OF LIABILITY. UNDER NO 11. CONFIDENTIALITY AND NON-DISCLOSURE
LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS. Subject to applicable law, Licensee
NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, acknowledges that the Product and Software are sensitive
OR OTHERWISE,SHALL GRAYSHIFT OR ITS LICENSORS technologies whose Confidential Information requires the highest
BE LIABLE FOR ANY INDIRECT,SPECIAL,INCIDENTAL, duty of care. Licensee, Licensee's employees or agents who
PUNITIVE, EXEMPLARY, RELIANCE OR require access in order to perform hereunder, and all final users
CONSEQUENTIAL DAMAGES INCLUDING,, WITHOUT of the Product (collectively, "Receiving Party") shall not
LIMITATION, DAMAGES FOR LOST PROFITS, LOSS' OF disclose, use, sell, transmit, inform or make available to any
GOODWILL, WORK STOPPAGE, ACCURACY OF entity, person or body any of the Confidential Information, as
RESULTS,COMPUTER FAILURE OR MALFUNCTION,OR defined below, nor shall it copy, photograph, or otherwise
DAMAGES RESULTING FROM USE. GRAYSHIFT'S reproduce any Confidential Information, except as a necessary
LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER part of performing its obligations hereunder, and shall take all
ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED such actions as are reasonably necessary and appropriate to
TO THE FEES PAID BY LICENSEE FOR THE PRODUCT. preserve and protect the Confidential Information and Grayshift's
rights therein, at all times exercising the highest duty of care.
9. LICENSEE WARRANTIES. Licensee 'represents, Further, the Receiving Party shall not attempt to use any
warrants and covenants to Grayshift that (a) only" Authorized Confidential Information to discover, reverse compile, reverse
Users of Licensee who have obtained any necessary consents and assemble or reverse engineer the Product, including by removal,
approvals pursuant to applicable laws shall be permitted to use disassembly or alteration of any of the Product's components,
any of the Grayshift Products or Software in connection with any whether internal or external. Receiving Party agrees to restrict
Devices;(b)Licensee and its Authorized Users shall,only use the access to Grayshift's Confidential Information to those
Products and Software in compliance with all applicable laws; Authorized Users who require access in order to perform
and (c) Licensee and its Authorized Users shall only use the hereunder, and, except as otherwise provided, the Receiving
Products and Software in accordance with the consents and Party shall not make Confidential Information available to any
approvals obtained pursuant to applicable laws. other person or entity without the prior written consent of
Grayshift.
10. WARRANTY DISCLAIMER. EXCEPT AS SET
FORTH ABOVE,GRAYSHIFT PROVIDES THE PRODUCTS 11.1. For the purposes of this Agreement, "Confidential
AND SOFTWARE"AS IS"AND WITHOUT WARRANTY OF Information" means any proprietary, trade secret, financial,
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technical and non-technical information related to Qrayshift's reimbursement if Licensee violates any Material Provision of this
business and current, future and proposed products and services Agreement. For the purposes of this Section 12, "Material
and any derivatives therefrom containing,including,referring to, Provision"means each of Sections 3 (License Grant),5(License
or otherwise reflecting and/or generated from such Confidential Restrictions), 9 (Licensee Warranties), and 11 (Confidentiality
Information. Confidential Information includes, without and Non-Disclosure Obligations). Any termination of this
limitation,(i)information concerning the methods of use,internal Agreement shall terminate the licenses granted hereunder. All
components, features, functions and solutions of,Grayshift's Confidential Information, Software and/or derivatives therefrom
software or product offerings (including the Product, and the delivered pursuant to this Agreement shall be and remain the
Software), information found on the Grayshift support website, property of Grayshift,and upon expiration or termination of this
and (ii) any copies, photographs, or other reproductions of the Agreement for any reason, Licensee shall destroy (or return, at
foregoing, whether or not marked as "confidential" or Grayshift's election) (i) all materials in the possession of
"proprietary." Licensee in any medium that contain,refer to,or relate to all other
written, printed, or tangible materials containing Confidential
11.2. Confidential Information shall not include any Information; and (ii) any derivatives therefrom, and shall so
information that is(i)already known to the Receiving Party at the certify to Grayshift that such actions have occurred. No such
time of the disclosure; (ii) publicly known at the time of the material shall be retained or used by the Receiving Party in any
disclosure or becomes publicly known through no wrongful act form or for any reason. Except for the license and except as
or failure of the Receiving Party; (iii) subsequently disclosed to otherwise expressly provided herein,the terms of this Agreement,
the Receiving Party on a non-confidential basis by a third party including the Confidentiality and Non-Disclosure obligations in
not having a confidential relationship with Grayshift that Section 11 hereto and any additional terms agreed-to in writing
rightfully acquired such information; or(iv)communicated to a by both parties pursuant to Section 1 hereto, shall survive
third party by the Receiving Party with Grayshift's express expiration and termination. Notwithstanding any other provision
written consent. of this Agreement,the obligations of the parties as to Confidential
Information shall remain binding in perpetuity until such
11.3. A disclosure of Confidential Information that is legally information no longer qualifies as Confidential Information or
compelled to be disclosed pursuant to a subpoena, summons, until Grayshift sends the Receiving Party written notice releasing
order or other judicial or governmental process shall not be the Receiving Party from its obligations under Section 11 hereto,
considered a breach of this Agreement; provided the Receiving whichever occurs first.
Party promptly notifies Grayshift in writing, if Yiotification is
permitted by law, and uses commercially reasonable efforts to 13, INDEMNITY. Subject to applicable law, Licensee
assist Grayshift, at Grayshift's expense, in opposing such shall indemnify, defend, or at its option settle, any third party
disclosure or obtaining a protective order or other reliable claim or suit against Grayshift based on a claim:(i)of any breach
assurance preventing or limiting such disclosure and/or ensuring of this Agreement by Licensee, its affiliates, employees, agents,
that confidential treatment will be accorded to any Confidential successors and assigns; and (ii) relating to or based on the
Information that is disclosed. Such disclosure does not remove activities conducted by Licensee or its Authorized Users, using
the Confidential Information so disclosed from the protection of or that used the Software and Product;and Licensee shall pay any
this Agreement. No further disclosure beyond the scope of such final judgment entered against Grayshift in any such proceeding
order is allowed. or agreed to in settlement. Grayshift will notify Licensee in
writing of such claim or suit and give all information and
11.4. The Receiving Party acknowledges and agrees that due assistance reasonably requested by Licensee or such designee.
to the unique nature of Grayshift's Confidential Information,
there can be no adequate remedy at law for any Breach of its 14. GOVERNMENT USE. If Licensee is part of an
obligations under this Section 11,that any such breach will cause agency, department, or other entity of the United States
irreparable and continuing damage to Grayshift and, therefore, Government("Government"),the use,duplication,reproduction,
that upon any such breach or any threat thereof, Grayshift shall release,modification,disclosure or transfer of the Product or any
be entitled to whatever remedies it might have by law and equity, related documentation is restricted in accordance with the Federal
including injunctive relief,a decree for specific performance,and Acquisition Regulation 12.212 for civilian agencies and the
all other relief as may be proper (including money damages, if Defense Federal Acquisition Regulation Supplement 227.7202
appropriate). The Receiving Party further acknowledges and for military agencies. The Product and documentation is a
agrees that the covenants contained herein are necessary for the "commercial item", "commercial computer software" and
protection of legitimate business interests and are reasonable in "commercial computer software documentation." The use of the
scope. Product and documentation is further restricted in accordance
with the terms of this Agreement,or any modifications thereto.
12. TERM AND TERMINATION. This Agreement shall
continue until terminated as set forth herein. Notwithstanding the 15. EXPORT CONTROLS. Licensee shall comply with
foregoing,the license to any Product or Software is duly during the U.S. Foreign Corrupt Practices Act and all applicable export
the license term applicable to such Product or Software. The laws,restrictions,and regulations of the United States or foreign
license term shall be determined in the Quote. At Grayshift's sole agency or authority. Licensee will not export,or allow the export
discretion, Grayshift may also revoke such license and/or or re-export, of the Product in violation of any such laws,
terminate this Agreement immediately without refund or restrictions or regulations.
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merger,reorganization,or as a result of an acquisition or change
16. MISCELLANEOUS. If any provision of this of control involving Licensee) without Grayshift's consent and
Agreement is held to be invalid, illegal,or unenforceable in any any action or conduct in violation of the foregoing shall be void
respect, that provision shall be limited or eliminated to the and without effect. This Agreement shall be governed by and
minimum extent necessary so that this Agreement shall otherwise construed under the laws of the State of Georgia,U.S.A.without
remain in full force and effect and enforceable. The'failure of regard to the conflicts of laws provisions thereof, and without
Gray shift to act with respect to a breach of this Agreement by regard to the United Nations Convention on Contracts for the
Licensee or others does not constitute a waiver and shall not limit International Sale of Goods. The sole and exclusive jurisdiction
Grayshift's rights with respect to such breach or any subsequent and venue for actions arising under this Agreement shall be the
breaches. This Agreement is personal to Licensee and may not state and federal courts in Georgia; Licensee hereby agrees to
be assigned, sublicensed, or transferred for any reason service of process in accordance with the rules of such court.
whatsoever (including, without limitation, by operation of law,
GRAYSHIFT,LLC AGENCY: i IL�mlr_ Po(ice a p i/I t,--DocuSigned by:
,Z
IN(
Signature:,F�939�5 en Signature: l�/''" —Al
Name: Mark Snell Name: 2D -1 `jO1)
Title: Chief Financial officer Title: C I 1 9 L`(.n6c)( j --
Date: 3/29/2022 Date:
CITY CONTRACT NO-X") ()(.0 5
RESOLUTION NO: h/o.
•
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Final EULA 3.3.22
G RAYS H I FT
Grayshift LLC
931 Monroe Drive NE Suite A102-340 Quote Number: Q-13144-1
Atlanta,GA 30308 Created Date: 3/17/2022
USA Expiration Date: 4/16/2022
Phone:(833)472-9539 Contract Start Date: 3/24/2022
CAGE Code: 7R0W9
DUNS Number: 081045174
NAICS: 511210
Ship To Bill To
Casey Gillette JC Holt
Yakima Police Department Yakima Police Department
200 S 3rd St 200 S 3rd St
Yakima,Washington 98901 Yakima,Washington 98901
United States United States
casey.gillette@yakimawa.gov jc@ourrescue.org
SALESPERSON EMAIL DELIVERY METHOD PAYMENT TERMS
Nick Leporatti nleporatti@grayshift.com FedEx Net 30
All prices below are in U.S.Dollar
PRODUCT NAME START END PART QTY PRICE DISCOUNT EXTENDED
GrayKey License-Advanced 3/24/2022 3/23/2023 GKL-ONF- 1.00 27,995.00 -2,799.50 25,195.50
Unlimited Consent and BFU Extractions.225 AFU, AD
Instant Unlock or Brute Force Advanced actions
Action Credits Included:225
•
GrayKey Unit GK101 1.00 500.00 0.00 500.00
Hardware Discount FYLD 1.00 -500.00 -500.00
Shipping&Handling SH 1.00 75.00 75.00
TOTAL: USD 25.270.50
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Quote Terms
• Delivery of GrayKey requires the end-user's prior acceptance of Grayshift's End User License Terms Agreement("EULA")
• Your acceptance of this quotation will indicate your acceptance of the terms of Grayshift's EULA,without exception or reservation.The EULA is
available at https://grayshift.com/terms
• License Term=12 months
• The final invoice may include tax if applicable
• Your contract will start on 3/24/2022 and will end after license term
• Please reference quote number on payment method
Payment Terms
• Non-payment thirty days after issuance of your invoice may result in a suspended license
• Credit Cards:Major credit cards accepted including Visa,Mastercard,and American Express
• Additional Information:Fees under this Agreement are exclusive of all taxes,including national,state or provincial and local income,use,sales,
value-added,property and similar taxes,if any.Customer agrees to pay such taxes(excluding US taxes based on Grayshift's net income).In the case
of any withholding requirements,Customer will pay any required withholding itself and will not reduce the amount paid to Grayshift on account
thereof.As an example,if the price to be paid is$100 but there is,for example, 10%withholding,Grayshift will still directly be paid$100.The payor
may need to"gross up"the overall payment so the amount due Grayshift after any withholding is$100
Terms&Conditions
For online licenses only(not acceptable for the purchase of expansion packs),a signed quote is acceptable in lieu of a purchase order to execute this order under the
following conditions:
a.The intended licensor identified in the quote does not require the issuance of a Purchase Order,and
and
b.The above quote is of a total value less than$50,000 USD
By signing this quote,you certify that the above is accurate and that you are an authorized representative of the intended licensor identified in this quote with the
authority to enter into this agreement.
Signature: Effective Date: /Z7`TJy�/ < —Name(Print): qo herf �'}(,( f d�( Title: C ) I I/�{1.GL rLet_ '-(
Please sign and email to Nick Leporatti at nleporatti@grayshift.com �J J
Grayshift LLC
THANK YOU FOR YOUR BUSINESS!
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