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Home My WebLink AboutFirstTwo, Inc. - 2019-04-01 (2) FirstTwo,Inc. F I R S T T W O 1 Blackfield Drive#242 Tiburon,CA 94920 ARMED WITH INTELLIGENCE www.firsttwo.com 888-934-7782 SERVICE ORDER This Service Order("Order"), incorporated into and subject to the attached terms("Terms"),is made by and between FirstTwo, Inc.,a Delaware corporation with a principal place of business at 1 Blackfield Drive#242,Tiburon,CA,94920("FirstTwo"), and the undersigned customer("Customer').By executing this Order,Customer agrees to be bound by these Terms,effective as of the date set forth on this Order. 1. ORDER DETAILS Customer Information Billing Terms Organization Huntington Beach PD Effective Date: April 1,2019 Name: Customer ID: 605 Term: 1 Year April 1, 2019—March 31,2020 Street Address: 2000 Main St. Payment Frequency: Annually Huntington Beach, CA 92648 Sold To: Lt.Gaute"Bo"Svendsbo Payment Terms: Net30 GSvendsbo@hbpd.org 2. SOFTWARE FirstTwo will provide to Customer access to the FirstTwo platform accessible at https://www.firsftwo.com and consisting of the following Software: Description Monthly Unit Discount Monthly Yearly Price Total Total FirstTwo Sub-Agency License—100 Users Unlimited Devices,and Searches $400 $0 $400 $4,800 Support and Training Included OPTIONAL:FirstTwo Layers Module—Unlimited number of agency layers(e.g. Parole, Probation,Critical Incident, $200 $0 $200 $2,400 Business etc.) Support and Training Included [Signature Page Follows] FirstTwo,Inc.•1 Blackfield Drive#276•Tiburon,CA 94920 ) (888)934-7782•www.firsttwo.com•support@firsttwo.com•v5.0 SIGNATURE PAGE TO SERVICE ORDER IN WITNESS WHEREOF,this Order has been signed by the duly authorized representatives of FirstTwo and the Customer. CUSTOMER: FirstTwo ."rw I - - &oil. pouce (Name of Organization) Signature: Signature: Name(printed): �"@ JZT, Name: Niraj Shah Title: r ,; Title: CEO r Date: 1` 4� q Date: 4/1/19 APPR VED AS TO FORM sy• MI HAtL a GATES CITY ATTORNEY OF f1lli� r Tr1N BEACH CITY iu"...• - FirstTwo,Inc.•1 Blackfield Drive#276•Tiburon,CA 94920 2 (888)934-7782•www.firsttwo.com•support@firsttwo.com•v5.0 FirstTwo,Inc. FIRST T�/�/O 1 Blackfield Drive#242 1 v v Tiburon,CA 94920 ARMED WITH INTELLIGENCE www.firsttwo.com 888-934-7782 FIRSTTWO TERMS These Terms are entered into by and between FirstTwo, Inc. ("FirstTwo")and the customer("Customer")identified in the corresponding FirstTwo customer order form ("Order") to which these Terms are attached. FirstTwo and Customer are sometimes referred to herein individually as a"Party"and together as the"Parties". By executing an Order, Customer agrees to be bound by these Terms,effective as of the date set forth on the Order. 1. Scope. These Terms cover the licensing of FirstTwo's proprietary software in machine-readable,object code form accessible by Customer via FirstTwo's websites and mobile applications, and any other software provided to Customer by FirstTwo(collectively,the"Software"). 2. License Grant. Subject to Customer's payment of all amounts due under this Agreement and compliance with all of the terms of this Agreement, FirstTwo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license(a"License")during the Term(defined below)to authorize up to the number of individual human end users of Customer specified in an Order to access the Software from servers operated by FirstTwo or a third party host or to install and access the Software on official,Customer authorized laptops,workstations,desktops,or devices, in each case,strictly for inter- nal and official Customer purposes. 3. LIMITED WARRANTY. 3.1 Warranty. FirstTwo warrants to Customer that the Software will perform in all material respects with the specifications provided to Customer. FirstTwo will use commercially reasonable efforts to update and correct any portions of the Software that do not comply with the warranty set forth herein. If, after the expenditure of commercially reasonable efforts, FirstTwo is unable to correct the noncompliance, FirstTwo will refund a prorated amount of the fee paid by the customer for the Software,based on the time Customer accessed the Software prior to noncompliance. 3.2 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF FIRSTTWO, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF RELIABILITY, USEFULNESS, MERCHANTA- BILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, PRIVACY, ACCURACY OF RE- SULTS OR CUSTOMER'S USE THEREOF, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FOR CLARITY, ANY USE OR RELIANCE ON THE SOFTWARE BY CUSTOMER OR CUSTOMER'S END USERS SHALL BE AT CUSTOMER'S AND END USERS OWN RISK. 4. Indemnification. Customer agrees to defend, hold harmless, and indemnify FirstTwo, and its affiliates,offic- ers,directors,employees,suppliers,consultants,and agents("Indemnified Parties"),from any and all claims,liability,damages, and costs(including but not limited to reasonable attorneys'fees,witness fees and court costs incurred and/or those necessary to successfully establish the right to indemnification)that are threatened,asserted,filed,assessed or imposed against FirstTwo and/or any Indemnified Party(collectively"Claims"),to the extent that such Claims arise out of or relate to(i)Customer's failure to comply with any provision of these Terms or any violation by Customer of any law;or(ii)bodily injury or death or damage to property suffered or caused by Customer or any of its employees or contractors. FirstTwo agrees to defend, hold harmless, and indemnify Customer from any and all claims, liability, damages, and costs(including but not limited to reasonable attorneys'fees, witness fees and court costs incurred and/or those necessary to successfully establish the right to indemnification)that are threatened, asserted,filed, assessed or imposed against Customer (collectively"Customer Claims"),to the extent that such Customer Claims arise out of or relate to the gross negligence or willful misconduct of FirstTwo in the performance of this Agreement. FirstTwo,Inc.•1 Blackfield Drive#276•Tiburon,CA 94920 3 (888)934-7782•www.firsttwo.com•support@firsttwo.com•v5.0 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL FIRSTTWO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID FOR LICENSES BY CUSTOMER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FIRSTTWO HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, LOSS OF USE,COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,OR FOR ANY INDIRECT,SPECIAL, INCI- DENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR OTHERWISE,WHETHER OR NOT FIRSTTWO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CUSTOMER HEREBY ASSUMES ALL RISK FOR THE USE OF THE SOFTWARE AND THE RESULTS AND HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND DISCHARGES FIRSTTWO FROM ANY AND ALL LOSS, CLAIM, DAMAGE OR OTHER LIABILITY RESULTING FROM SUCH USE. 6. Term. Unless otherwise stated in the Order, the term of each Order shall begin on the date specified in the Order and remain in effect for one(1) year(the "Term") and Orders will automatically renew for additional one (1)year terms unless either Party provides the other Party written notice of its intent not to renew the applicable Order at least 30 days prior to the end of the then current Term.Any discounts offered by FirstTwo to Customer during a prior Term will not apply during any new or renewal Term unless specifically agreed to in writing by the Parties. 7. Termination. Either Party may terminate this Agreement for cause(a)upon 30 days written notice to the other Party of a material breach and the breaching Party fails to cure the same within such period,(b)immediately if Customer assigns, licenses,or sublicenses or attempts to assign,license,or sublicense any of its rights or obligations under this Agreement without the prior written consent of FirstTwo,or(c)immediately if FirstTwo ceases to operate as a going concern or otherwise terminates its business operations. 8. FCRA Compliance. The Software is not intended to be used and may not be used to make employment decisions, including hiring, retention, promotion, or reassignment, or to determine eligibility for credit, insurance, employment, or other purpose that would qualify the Software as a consumer report under the Fair Credit Reporting Act(the"FCRA").FirstTwo is not a"consumer reporting Customer"as that term is defined in the FCRA and the Software and other data or information that may be provided by FirstTwo do not constitute"consumer reports"as that term is defined in the FCRA. 9. Governing Law. These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California,without reference to its rules relating to choice of law, except to the extent preempted by the laws of the United States of America,which will then apply. [END OF TERMS] FirstTwo,Inc.•1 Blackfield Drive#276•Tiburon,CA 94920 4 (888)934-7782•www.firsttwo.com•support@firsttwo.com•v5.0