CM-2018-1944 - 12/7/2018FIRSTTWO
ARMED WITH INTELLIGENCE
SERVICE ORDER
FirstTwo, Inc.
227 Bellevue Way NE Suite 276
Be' WA ,
www.firsttwo.com
This Service Order ("Order) is made pursuant to that certain FirstTwo Service Agreement (the "Agreement") by and between
FirstTwo, Inc., a Delaware corporation with a principal place of business at 227 Bellevue Way NE Suite 276, Bellevue, WA,
98004 ("FirstTwo"), and the undersigned customer ('Customer"). All capitalized terms, where not otherwise defined in this
Order, will have the meanings set forth in the Agreement. This Order is attached to and incorporated into the Agreement and is
subject to all the terms and conditions of the Agreement,
1. ORDER DETAILS
Customer Information:
Organization Name:
Customer ID:
Round Rock Police Dept.
466
Street Address: 2701 N. Mays St.
Round Rock, TX 78665
Bill to:
Name: Rick White
Email. rwhite(&oundrocktexas.gov
Phone: nla
2. SOFTWARE
Billing Terms:
Effective Date.
Tenn:
Payment Frequency:
Payment Method:
Payment Terms:
Sold to:
June 1, 2018
1 year
Annually
ACH/CC/Check
Net30
Name: Rick White
Email: rwhite@roundrocktexas.gov
Phone: n/a
FirstTwo will provide to Customer access to the FirstTwo platform accessible at https-//www.firsttwo,com and consisting of the
following Software:
Description
FirstTwo 50 Officer Sub -Agency License — Up to 50 End
Users
OPTIONAL: FirstTwo Layers Module — Addition of up to 10
agency layers (e.g. Parole, Probation, Camera, etc.).
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Monthly Organization Discount l Monthly Yearly
Unit Price Total Total
Round Rock I E
$200.00 PD $0.00 j $200.00 $2,400.00
Round Rock
$100.00 PD $100.00 $0.00 I $0.00
[Signature Page Follows]
12/11/2018
SIGNATURE PAGE TO
SERVICE ORDER
IN WITNESS WHEREOF, this Order has been signed by the duly authorized representatives of the Parties.
CUSTOMER: FIRSTTWO
City of Round Rock, Texas
Signature: � Signature:
Name (printed): Laurie Hadley Name: Niraj Shah
Title: City Manager Title: CEO
Date:
Date:
u3_t
F I R S TT W O
FirstTwo,Suite Inc
227 Bellevue Way NE Suite 276
ARMED WITH INTELLIGENCE
Bellevue. WA 98004WWW.
firs t1wo. com
FIRSTTWO SERVICE AGREEMENT
This Service Agreement (this "Agreement") contains the terms and conditions that govern the access and use of the FirstTwo
Software (as defined below), and is entered into by and between FirstTwo, Inc. ("FirstTwo") and the customer ("Customer")
identified in the corresponding FirstTwo customer order form ("Order") referencing this Agreement and to which this Agreement
is attached. FirstTwo and Customer are sometimes referred to herein individually as a "Party" and together as the "Parties."
By executing an Order and/or executing this Agreement, Customer agrees to be bound by the terms of this Agreement. This
Agreement is effective as of the date set forth on the Order (the "Effective Date").
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:
1. SCOPE
This Agreement covers 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
2.1 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 (as defined in Section 14) to authorize up to the number of individual human end users of
Customer ("End Users") specified in an Order to access the Software from servers operated by FirslTwo or a third party host or
to install and access the Software on official, Customer authorized laptops, workstations, desktops, or devices ("Customer
Devices") strictly for internal and official Customer purposes. This License grant is subject 10 every End User's acceptance of
the FirstTwo's Terms of Service available at haps://www.firsttwo.comlterms and Customer is responsible for ensuring End Users'
compliance with such terms. In the event of any change to the Terms of Service, FirstTwo will notify the Customer of such
changes. The License(s) granted to Customer under this Agreement are limited to the rights expressly granted herein, FirstTwo
expressly reserves all other rights. No other rights are granted and any other use is expressly prohibited.
2.2 U dates. FirstTwo may from time to time provide Customer with bug fixes, corrections, modifications, and updates for
the Software remotely and in the same manner as provided to other Customers of the Software during the Term. FirstTwo will
use commercially reasonable efforts to minimize the impact to Customer of any scheduled downtime and to provide at least 24
hours' prior notice, when practical, if FirstTwo intends to have any downtime exceeding one hour.
2.3 Uoarades. During the Term, FirstTwo may from time to time provide Customer with the right to obtain access for
additional End Users, or to features and functionality available in a different service plan ("Upgrade") at pricing and terms to be
mutually agreed upon by the Parties. Fees for such Upgrade will be charged to Customer and prorated on an annual basis to
be coterminous with the applicable Licenses.
3. RESTRICTIONS
Under no circumstances shall Customer:
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(a) directly or indirectly, reproduce, modify, reverse engineer, deconstruct (including dumping RAWROM or persistent
storage), translate or create any derivative work of all or any portion of the Software or otherwise attempt to access, derive or
generate the source code of the Software;
(b) Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs,
algorithm or methodology to access, acquire, copy or monitor the contents of the Software or any portion of the Software;
(c) Display, disclose, make available or provide access to the Software to any third party other than the End Users
(including by means of sharing or disclosing End User passwords or other log -in credentials);
(d) Circumvent or attempt to circumvent any password or other access -limited measures implemented by FirstTwo, or
remove, obscure or modify any FirstTwo proprietary notices from the Software;
(e) Use the Software or any of its features to invade the privacy of any person or otherwise violate any law;
(f) Employ any entity that licenses or provides any software, product, or service that is competitive with the Software to
use the Software on Customer's behalf, view the Software, or provide management, staging, support, hosting, or similar services
with regard to the Software without the prior written consent of FirstTwo;
(g) License, sell, rent, lease, transfer, assign, distribute, host, outsource, or permit timesharing, or otherwise
commercially exploit or make available the Software to any third party, other than as expressly permitted under the terms of this
Agreement and any applicable Order; or
(h) Permit any party, whether acting directly or on behalf of Customer, to breach or violate any of the terms of this
Agreement.
Customer acknowledges that FirstTwo may, without liability of any kind, limit or suspend Customer's or any End User's access
to or use of the Software if it is determined that such use violates the terms of this Section 3 or of any limitations set forth In this
Agreement.
4. PROPRIETARY RIGHTS
FirstTwo and its licensors own and shall retain all rights, title and interest in and to the Software, all updates, modifications and
improvements thereto (including any made by or with Customer's participation), all Feedback (defined below) and, unless
otherwise agreed in writing, all intellectual property rights therein (collectively with any FirstTwo Confidential Information, as
defined in Section 8, the "FirstTwo Property"). Customer hereby irrevocably and unconditionally assigns any and all rights it
may have or obtain in the FirstTwo Property to FirstTwo. Customer covenants not to challenge FirstTwo's exclusive ownership
of the FirstTwo Property or directly or indirectly assert any rights thereto inconsistent with FirstTwo's exclusive ownership thereof.
"Feedback" means any and all comments, suggestions, bug reports or other feedback regarding bug fixes, enhancements or
other modifications to the Software and FirstTwo Property that Customer may from time to time provide FirstTwo.
S. SECURITY
Customer shall be solely responsible for implementing security and access procedures necessary to ensure that no unauthorized
person may access or use the Software, and that all access thereto is limited to authorized End Users and is solely for internal
and official public safety agency purposes. Any unauthorized access or use of the Software by or resulting from a failure by
Customer to comply with the foregoing obligations shall be a breach of this Agreement by Customer. Customer shall immediately
notify FirstTwo of such unauthorized use or access and shall be solely liable for the same. Customer shall ensure that all End
Users agree to the limitations on the use of the Software.
6. FEES AND EXPENSES
6.1 Fees. Customer agrees to timely pay all fees and charges for such plan as provided in the applicable Order ("Fees").
Unless otherwise specified in the applicable Order, Customer will pay all l=ees within thirty (30) days of the date of the applicable
invoice or Order issued by FirstTwo in accordance with the remittance instructions attached hereto as Appendix A. Customer
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will promptly reimburse FirstTwo for any cost or expense incurred in connection with any collection efforts undertaken by FirstTwo
in connection with any past due amount owed under this Agreement. At FirstTwo's discretion, past due amounts may accrue a
late fee equal to the lesser of 1.5% per month, or the maximum amount allowed by applicable law. By submitting credit card
information to FirstTwo, Customer authorizes FirstTwo to charge such credit card or payment method the Fees associated with
the plan selected by Customer. All Fees and other amounts specified in this Agreement are payable in United Stales Dollars.
Subject to any credits or refunds applicable to any service level commitments hereunder, if any, all Fees are nonrefundable.
After the initial Term, FirstTwo may increase the Fees it charges for the Software. Any increase in the Fees will take effect at the
beginning of Customer's next Term, or at such later date as may be specified in an applicable Order. FirstTwo will provide as
much notice as practicable for any Fee increases for following Terms, but not less than 30 days prior to the end of the then
current Term.
6.2 Promotions. Customer may be extended a "new customer" or other promotional discount as specified online or in an
Order. Any requirements for such discount will be stated during registration or in the applicable Order. Any such promotional
discount offered will not apply during any new or renewal Term (as defined below) unless specifically agreed to in writing by the
Parties.
6.3 Extensions and Upgrades. In the event that the Parties mutually agree in writing to any extension of a Term or the
provisioning of an Upgrade, Customer will pay FirstTwo the then -current list price for such extension or Upgrade, unless
otherwise set forth in an Order.
6.4 Taxes. Fees are exclusive of Taxes and Customer will promptly pay or reimburse FirstTwo for all Taxes arising out of
this Agreement. For purposes of this Agreement, "Taxes" means any sales, use and other taxes (other than taxes on FirstTwo's
income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this
Agreement that are imposed by any government or other authority. Customer hereby confirms that FirstTwo can rely on the ship -
to name and address provided by Customer to FirstTwo during registration or as set forth in an Order as the place of supply for
sales tax purposes. If Customer is legally entitled to an exemption from the payment of any Taxes, Customer will promptly
provide FirstTwo with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption. Unless
otherwise prohibited by law, FirstTwo will apply the benefits of any requested tax exemption to charges occurring under
Customer's account after tate date FirstTwo receives and reasonably processes such tax exemption certificates.
7. LIMITED WARRANTY
7.1 Warran . FirstTwo compiles information from multiple third party data suppliers with varying data quality, format, and
coverage. 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 does not
comply with the warranty set forth herein. If, after the expenditure of commercially reasonable efforts, FirstTwo is unable to
correct the noncompliance, FirstTwo may refund an equitable portion of the fee paid by Customer (e.g., a prorated amount based
on the time Customer accessed the Software prior to noncompliance) for the Software.
7.2 Availability. FirstTwo guarantees a minimum Software availability of 98% on a 24x7x365 basis except for scheduled
maintenance, downtime resulting from systems over which FirstTwo has no control (for instance, major Internet disruption), or a
force majeure (the "Uptime Guarantee"). Software availability for a given month will be the percentage equal to (Y-(X-Z))/Y,
where X equals the actual minutes the Software is not available during the month, Y is the total minutes in the month, and Z is
the actual minutes of the month that the Software was not available as result of (i) downtime for scheduled maintenance, (ii)
downtime resulting from systems over which FirstTwo has no control, for instance, major Internet disruption, or (iii) force majeure.
Should the Software be available for less than the Uptime Guarantee, FirstTwo will, at the written request of the Customer,
refund an equitable portion of the fee paid by Customer (e.g., a prorated amount based on the total Software availability for the
month) for the Software.
7.3 Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE WARRANTIES SET FORTH IN THIS
SECTION 7 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, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT, SECURITY, PRIVACY, ACCURACY OF RESULTS OR CUSTOMER'S USE THEREOF, OR ARISING FROM
COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FOR CLAiRTY, ANY USE OR RELIANCE ON THE
v3.1
5
SOFTWARE BY CUSTOMER OR CUSTOMER'S END USERS SHALL BE AT CUSTOMER'S AND END USERS OWN RISK.
8. CONFIDENTIALITY
8.1 Confidential Information. Notwithstanding any prior agreement between the Parties, this Section 8 shall govern the use
and disclosure of Confidential Information in connection with any License. "Confidential Information" means all confidential
and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in
writing, in connection with a License that is designated as confidential or that should be understood by a reasonable Receiving
Party to be confidential given the nature of the information and the circumstances of disclosure. FirstTwo Confidential Information
includes, without limitation, the Software, the FirstTwo Property and all outputs, object code, source code, log files, scripting
language or binary format, if any, made available to Customer. Customer Confidential Information, if any, shall be as described
in the Order. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose outside
the scope of this Agreement and, without limiting the foregoing, Customer shall not disclose any FirstTwo Property to any third
party. Receiving Party agrees to protect Disclosing Party's Confidential Information in the same manner that it protects its own
proprietary and confidential information, but in no event with less than reasonable care. Receiving Party shall not have any
obligation to protect information of Disclosing Party which it can reasonably demonstrate: (a) is or becomes generally known to
the public without breach of any obligation owed to Disclosing Party; (b) was lawfully in its possession prior to disclosure by
Disclosing Party; (c) it independently developed without breach of any obligation to Disclosing Party; (d) it lawfully received from
a third party; or (e) it is required to disclose by a court order or other government demand that has the force of law, provided it
gives Disclosing Party prompt notice thereof. Upon any actual or threatened use or disclosure of any Confidential Information of
Disclosing Party in breach of this Section 8, Disclosing Party shall have the right, in addition to any other remedies available to
it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies
may be inadequate. The obligations in this Section 8 will continue in perpetuity.
8.2 Public Disclosure. Notwithstanding anything to the contrary in this Agreement, if Customer is an agency subject to
disclosure of information under its respective state public records act, state law or other regulation, no obligation assumed by
Customer under this Agreement will be deemed to be inconsistent with Customer's obligations as defined under such act as
interpreted by Customer. If Customer receives a request for public records under such act for documents containing Company
Confidential Information, and if Customer concludes that the documents are not otherwise exempt from public disclosure,
Customer will provide Company notice of the request before releasing such documents. Such notice will be provided in a timely
manner to afford Company sufficient time to review such documents and/or seek a protective order, at Company's expense.
Customer will have no other obligation to protect Company Confidential Information from disclosure in response to a request for
public records.
9. PUBLICITY
Notwithstanding the foregoing, FirstTwo may, with the prior written consent of Customer (and separate from this Agreement),
use Customer's name and logo in a list of customers and in sales presentations, marketing materials, and press releases. In
addition, FirstTwo may develop a brief Customer profile for promotional purposes, the contents of which shall be reviewed with
Customer prior to publication, for use by FirstTwo on its website, www.Trsttwo.com. Further, if Customer submits a testimonial
to FirstTwo, then Customer also agrees that FirstTwo may publish such testimonial on wwwi/rsttwo.com or in such other
marketing material that FirstTwo may create or display from time to time, on such page and in such position as FirstTwo may
determine in its sole discretion. Customer agrees that FirstTwo may edit any such testimonial and publish edited or partial
versions of the testimonial; provided, however, that such testimonial does not create a misleading impression of Customer views.
10. INDEMNIFICATION
10.1 By FirstTwo. FirstTwo agrees to defend and hold Customer harmless from any third party claim that the Software (as
delivered) licensed by Customer and used by authorized End Users in the manner contemplated hereby infringes such third
party's valid U.S. patent or copyright rights that were in existence at the time the Software was delivered to Customer and pay
that portion of any final judgment (or any settlement approved by FirstTwo) awarded against Customer directly attributed to such
infringement. In the event of a claim subject to indemnity under this Section 10.1, FirstTwo may, at its sole option and its own
expense, (a) procure for Customer the right to continue using the infringing Software; (b) modify the same so that it becomes
non -infringing; (c) replace the infringing Software with non -infringing Software; or (d) terminate the License and refund to
Customer the license fees paid therefore for a period no greater than twelve (12) months preceding the claim giving rise to the
v3.1
indemnity. Notwithstanding any other provision of this Agreement, FirstTwo shall have no obligation under this Section 10.1 for
modifications or changes to the Software made by any person other than FirstTwo or at the direction of Customer, or for any
combination of the Software with any products or services or materials provided by Customer or any third party. This Section
10.1 sets forth FirstTwo's sole obligation and Customer's sole remedy for any claim that the Software infringes the intellectual
property rights of any person or entity.
10.2 ByCustomer. Customer agrees to defend, hold harmless, and indemnify FirstTwo, and its Affiliates, officers, 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 (1) any breach or
alleged breach of any warranty, representation, or covenant made by Customer in this Agreement, including without limitation
arising from any actual or alleged infringement or violation of any patent, copyright, trademark, trade secret or other proprietary
right of a third party; (ii) Customers failure to comply with any other provision of this Agreement or any violation by Customer of
any law; and (iii) bodily injury or death or damage to property suffered or caused by Customer or any of its employees or
contractors caused by Customer.
10.3 Procedure. A Party's obligations under Sections 10.1 or 10.2 are conditioned upon the indemnified Party's (a) giving
the indemnifying Party prompt written notice of such claim; (b) giving the indemnifying Party the right to control the defense and
settlement of such claim; and (c) providing reasonable assistance, at the indemnifying Party's sole cost, as the indemnifying
Party may request in the defense of any such claim.
11. EXCLUSIVE REMEDY
Except as expressly provided in an Order or this Agreement, Customer's sole and exclusive remedy for FirstTwo's failure to
provide Software or Support Services as provided herein shall be, at FirstTwo's option, repair, replacement (or re -performance),
or refund of the applicable Fees paid by Customer.
12. LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED BELOW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES
PAID FOR LICENSES DURING THE 12 -MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS HAVE ANY LIABILITY TO THE OTHER PARTY FOR
ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FORANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN
CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO EITHER PARTY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR CUSTOMER'S BREACH OF SECTIONS 2 THROUGH 5 OR 8, OR INFRINGEMENT OF
FIRSTTWO'S PATENT, TRADEMARK, COPYRIGHT, OR TRADE SECRET RIGHTS. FIRSTTWO HAS NO LIABILITY TO
CUSTOMER, ANY END USER, OR ANY THIRD PARTY FOR ANY REASON AS A RESULT OF ANY UNAUTHORIZED
DISCLOSURE OR ACCESS TO CUSTOMER'S ACCOUNT OR CONTENTAS A RESULT OF CUSTOMER'S OR END USER'S
MISUSE OF THE SOFTWARE OR LOSS OR THEFT OF ANY END USER PASSWORD OR USERNAME. CUSTOMER
HEREBYASSUMES ALL RISK FOR THE USE OF THE SOFTWARE AND THE RESULTS AND HEREBY UNCONDITIONALLY
AND IRREVOCABLY RELEASES AND DISCHARGES FIRSTTWO FROM ANYANDALL LOSS, CLAIM, DAMAGE OR OTHER
LIABILITY RESULTING FROM SUCH USE.
13. 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, Professional Services, and other data or information that may
v3.1
be provided by FirstTwo do not constitute "consumer reports" as that term is defined in the FCRA.
14. TERM AND TERMINATION
14.1 Term. Unless otherwise staled 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.
14.2 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, (c) immediately if Customer violates its confidentiality obligations under Section 8, or (d)
immediately if FirstTwo ceases to operate as a going concern or otherwise terminates its business operations.
14.3 Survival. The Parties rights and obligations under Sections 3 through 9, 10.2, and 11 through 15 shall survive any
termination or expiration of this Agreement.
15. DISPUTE RESOLUTION PROCEDURES
15.1 Negotiation. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof ("Dispute") shall be resolved with the following procedures. First, upon written
notice of any Dispute, the parties shall attempt to resolve it promptly by negotiation between individuals who have authority to
settle the Dispute and this process should be completed within 30 days of such Dispute notice (the "Negotiation").
15.2 Arbitration. Any Dispute, including the determination of the scope or applicability of this agreement to arbitrate, not
resolved during a Negotiation shall be determined by arbitration in Seattle, Washington before one arbitrator. The arbitration
shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the
Expedited Procedures in those Rules. Judgment on any award may be entered in any court having jurisdiction. Notwithstanding
the foregoing, claims of infringement or misappropriation of another Party's patent, copyright, trademark, or trade secret shall
not be subject to this agreement to arbitrate. Such claims shall be brought exclusively in the state or federal courts of King
County, Washington. Additionally, notwithstanding this agreement to arbitrate, the parties shall not be precluded from seeking
provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
16. MISCELLANEOUS
16.1 Relationship. The Parties are entering into this Agreement as independent contracting parties. Neither Party will have,
or hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. This Agreement does not
create a partnership, franchise, joint venture, fiduciary or employment relationship between the Parties.
16.2 Notices. Any notice or other communication under this Agreement will be in writing and will be effective (i) if to Customer,
when delivered via registered mail, return receipt requested, to the address provided during registration or specified in an Order;
or when sent via email to the email address provided during registration or specified in an Order or otherwise on record for
Customer; and (ii) if to FirstTwo, when delivered via email to support@firsttwo.com, if no "system error" or other non-delivery
notice is generated, with a duplicate copy sent via registered mail, return receipt requested, to FirstTwo, Inc., 227 Bellevue Way
N.E. #276, Bellevue, WA 98004. if applicable law requires that a given communication be "in writing," Customer agrees that
email will satisfy such requirement.
16.3 Assignment. Customer may not assign this Agreement by operation of law or otherwise without the prior written consent
of FirstTwo.
16.4 Governing Law. This agreement will be interpreted, construed and enforced in all respects in accordance with the laws
of the State of Washington, 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.
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16.5 Entire A reement• Waiver. This Agreement and the Orders under this Agreement are the entire agreement between the
Parties, and supersedes all prior negotiations, agreements and undertakings between the Parties with respect to its subject
matter. A waiver by a Party of any breach by the other Party shall not be deemed a waiver of any succeeding breach or any
other covenant by the other Party. All waivers must be in writing and signed by the Party waiving its rights.
16.6 Severability. If any provision of this Agreement is held to be contrary to law, then the remaining provisions of this
Agreement will remain in full force and effect.
16.7 Force Majeure. Notwithstanding any provision contained in this Agreement, except for financial obligations due and
owing, neither Party shall be liable to the other to the extent performance of any portion of this Agreement is delayed or prevented
by causes not within its control.
16.8 Headings. The section headings used in this Agreement are for convenience only and shall not affect any construction
or interpretation of this Agreement.
(END OF AGREEMENT)
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APPENDIX A
PAYMENT REMITTANCE INSTRUCTIONS
Please include your customer name and/or number when remitting payment.
Checks sent through regular mail:
Send payment to:
FirstTwo, Inc.
227 Bellevue Way NE
Suite 276
Bellevue, WA 98004
EFT (ACH) remittance or Wire transfers:
Contact FirstTwo to arrange payment via ACH or Wire Transfer at (888) 934-7782 or support@firsttwo.com.
Credit Card payment:
Contact FirstTwo to arrange a credit card payment at (888) 934-7782 or support@firsttwo.com.
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Service Agreement with FirstTwo for data access
software licenses.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/7/2018
Dept Director: Allen J. Banks
Cost: $2,400.00
Indexes: General Fund
Attachments: IAF - PO with FirstTwo for data access software licenses
(00412580xA08F8), FirstTwo Customer Order Round Rock PD 10 31 18
(00412584xA08F8)
Department: Police Department
Text of Legislative File CM -2018-1944
This item would allow the Department to begin using the FirstTwo data service to assist Police
Department analysts and officers to generate investigative leads. The Department tested the
service during the summer, and if successful, we anticipate being able to replace one or more
other data services currently in use by the department.
Cost: $2,400 annually
Source of Funds: General Fund
City of Round Rock Page f Printed on 42/5/2018