CM-2024-039 - 2/9/2024= FJ 11
Terms and Conditions
CONVEY911, LLC
&
Round Rock Police Department
Terms and Conditions
CONVEY911, LLC
&
Round Rock Police Department
SOFTWARE LICENSING AGREEMENT
This Software Licensing Agreement (“Agreement”) is made on the _____ day of ___________,
2024 ("Effective Date”) by and between:
CONVEY911, LLC located at 1115 ELM RIDGE AVE BALTIMORE, MD 21229 and CITY OF
ROUND ROCK located at 221 East Main Street, Round Rock, TX 78664 (“LICENSEE”).
Recitals
WHEREAS, CONVEY911, LLC desires to provide, and LICENSEE wishes to receive, a license
to use CONVEY911 Software as more specifically described in Appendix 1 (the “Software”).
NOW, THEREFORE, in consideration of the conditions and covenants set forth hereinafter, it is
agreed:
1. Term of The Agreement
(a) Term. The term ("Term") of this Agreement shall commence upon the
Effective Date of 12/1/2023 and shall expire on 11/30/2026.
(b) Termination. The Term is subject to termination according to Section 12.
2. License Grant; Restrictions on Use
(a) License. Subject to the terms and conditions set forth in this Agreement, so
long as LICENSEE is not in breach of any of the terms of this Agreement
(including all Appendices attached hereto), CONVEY911, LLC grants to
LICENSEE a non-exclusive, non-transferable, access to use CONVEY911, LLC
Software during the term, for the purpose specified in Section 2(b), and with the
number of user lines (“User Lines') that are specified in Section 9. The Software
shall be supplied to LICENSEE in a Software as a Service web-based
environment located here www.convey911.com and with unlimited users access.
(b) Purpose. The Software is being licensed to LICENSEE for the sole and
limited purpose of the delivery of text information during calls for service to the
computer aided dispatch callers whom have verbally opted into receiving text
notifications or to town employees whom have verbally opted-in to receiving text
notifications and only in connection with LICENSEE's police, fire, or EMS
activities. LICENSEE and its employees are solely responsible for determining
which calls for service would be appropriate for the use of the software.
12th February
CM-2024-039
LICENSEE shall not use the Software for any other purpose whatsoever.
LICENSEE shall not use Convey911 for dispatching or any correlated
dispatching activities. The Software shall be used only by employees of
LICENSEE.
(c) Restrictions. LICENSEE shall not (i) make a copy of the Software; (ii) permit
any third party, other than LICENSEE'S employees and consultants who have
written authorization by the LICENSEE to use the Software; (iii) delete (or permit
to be deleted) any identifying marks, copyright or proprietary notices of
Convey911, LLC from the Software; (iv) translate, decompile, create, or attempt
to create (by reverse engineering or otherwise) the source code from the object
code of the Software; (v)adapt, modify, or alter the Software in any way; or (vi)
use the Software (or any part of the Software) to create a derivative work.
(d) Records. LICENSEE should submit letters of preservation to subscribers’
cellular providers if evidence is needed to be retrieved for investigations or court
matters. Convey911, LLC will provide a record of text transmission to be
downloaded from Convey911 User Interface.
(e) Translator: Convey911, LLC is providing the “Translate” option to assist the
LICENSEE in conversing with citizens in languages other than English.
Convey911, LLC cannot translate all types of languages and dialects, and
therefore may not provide an exact translation. Anyone relying on the Translator
function does so at his or her own risk. Convey911, LLC does not make any
promises, assurances, or guarantees as to the accuracy of the translations
provided. Convey911, LLC and its officers, employees, and/or agents shall not
be liable for damages or losses of any kind arising out of, or in connection with,
the use or performance of such information, including but not limited to, damages
or losses caused by reliance upon the accuracy of any such information, or
damages incurred from the viewing, distributing, or copying of such materials.
(f)Title and ownership rights to the Software (and any derivatives including,
without limitation, all copies and passwords, and all rights to patents, copyrights,
trademarks, trade secrets, and other intellectual property rights inherent therein
and/or appurtenant thereto) are, and shall remain, the sole and exclusive
property of CONVEY911, LLC. CONVEY911, LLC reserves all rights not
expressly granted to LICENSEE in this Agreement. CONVEY911, LLC shall
remain the exclusive owner of all of CONVEY911, LLC pre-existing technologies,
tools, methodologies and processes, including any modifications or
enhancements developed thereto, and CONVEY911, LLC shall retain the right to
use all ideas, concepts, know-how and techniques developed by CONVEY911,
LLC. LICENSEE shall not, by virtue of this Agreement or otherwise, acquire any
proprietary rights whatsoever in the Software or any derivatives.
4. Confidentiality
(a) Definition. “Confidential Information” means the Software and any other
information (whether printed, digital, and in any medium) provided by
CONVEY911, LLC to LICENSEE.
(b) Degree of Care. LICENSEE shall permit access to the Software only by
those of its employees who have a need to know in connection with the License.
LICENSEE shall not sell, transfer, publish, disclose, display or otherwise make
available any portion of the Software to others, or permit others to access the
Software. LICENSEE shall secure and protect the Software in a manner
consistent with the maintenance of CONVEY911, LLC's rights therein, and in
accordance with the terms of this Agreement, and to take appropriate action by
instruction or agreement with its employees who are permitted access to the
Software to satisfy its obligations according to this Agreement. LICENSEE shall
cooperate with and assist CONVEY911, LLC in identifying and preventing any
unauthorized use, copying, or disclosure of the Software. Without limitation of the
foregoing, LICENSEE shall give notice to CONVEY911, LLC immediately in the
event LICENSEE learns (or has reason to believe) that any person has violated
(or intends to violate) the confidentiality of the Software or the proprietary rights
of CONVEY911, LLC. LICENSEE will, at LICENSEE's sole expense, cooperate
with CONVEY911, LLC in seeking injunctive or other equitable relief against any
such person. LICENSEE agrees to maintain the confidentiality of the Software
using not less than the same care as LICENSEE uses to maintain the
confidentiality of LICENSEE's own most confidential information.
(c) Remedies. LICENSEE acknowledges that the disclosure of any aspect of the
Software or any other Confidential Information, or any information which at law or
equity ought to remain confidential, shall immediately give rise to continuing
irreparable injury to CONVEY911, LLC that is not adequately compensable in
damages at law. CONVEY911, LLC shall be entitled to obtain immediate
injunctive relief against the breach (or threatened breach) of any of the foregoing
confidentiality undertakings (without the necessity of posting of a bond), in
addition to any other legal remedies which may be available. LICENSEE hereby
consents to the issuance of an order granting injunctive relief.
5. Hardware; Operating Systems
(a) LICENSEE is solely responsible for (i) acquiring and installing any hardware
or software (“Equipment") necessary for LICENSEE to operate the software;
and proper operation of the Software on the Equipment in conjunction with
LICENSEE's operating system and server software. CONVEY911, LLC has the
right to examine the Software at LICENSEE's business premises upon
reasonable notice at any time during the Term.
6. Limited Warranty
(a) Scope. Convey911, LLC warrants that for ninety (90) days from the date
rollout of the Software (“Warranty Period”): (i) the Software's functionality will
substantially conform to the Functionality Description of the Software as specified
in Annex 1 (“Functionality Description"), and (ii) the digital or electronic media
upon which the Software is distributed are free from defects in materials and
workmanship.
(b) Limitations. Convey911, LLC shall not be responsible for failure of the
Software to function according to the Functionality Description, if the failure
results from LICENSEE's use of the Software with other software or hardware.
Convey911, LLC does not warrant that: (i) the use of the Software will be
uninterrupted or error free; (ii) the Software will meet LICENSEE'S needs beyond
the scope of the Functional Description.
(c) Defects. Any claim that the Software fails to function in accordance with the
Functionality Description (a “Defect”) shall be made within the Warranty Period
by providing written notice specifying the particulars and details of the purported
defect.
(d) Disclaimer. This is a limited warranty. This is the only warranty made by
Convey911, LLC expressly disclaims, and the LICENSEE hereby expressly
waives, all warranties (expressed or implied) including (without limitation)
warranties of title, warranties of merchantability, warranties of fitness for a
particular purpose, and warranties as to any results to be obtained from Amy use
of the software (or information derived therefrom).
7. Limitation of Liability
(a) Limitation. CONVEY911, LLC'S liability for all causes whatsoever arising
under this Agreement shall be limited to LICENSEE's actual damages, in an
amount not to exceed the sum of all Licensee Fees paid by LICENSEE under
this Agreement.
(b) No Responsibility for Third-Party Software and Equipment. CONVEY911
COMMUNICATIONS, LLC makes no warranties or representations, express or
implied, as to the quality, capabilities, operations, performance or suitability of
any third-party software or equipment, including their ability to integrate with the
software, CONVEY911 COMMUNICATIONS, LLC shall have no liability for any
third-party software or equipment.
(c) Allocation of Risk. CONVEY911, LLC shall have no liability with respect to its
obligations under this agreement (or otherwise) for consequential, exemplary,
special, indirect, incidental, or punitive damages (including lost profits), even in if
it has been advised of the possibility of such damages. This limitation applies to
all causes of action or claims in the aggregate, including (without limitation)
breach of contract, breach of warranty, indemnity, negligence, strict liability,
misrepresentation, and other torts. Both parties understand and agree the
remedies, expulsions and limitations set forth in this agreement allocate the risks
of production nonconformity between the parties as authorized by the uniform
commercial code and / or applicable laws. The license reflects, and is sent in
reliance upon, this allocation of risk and the exclusion of consequential damages
and limitations of liability set forth in this agreement.
(d) Special Condition. CONVEY911 COMMUNICATIONS, LLC shall have no
liability to LICENSEE for any reason whatsoever if, at the time, the alleged
liability occurred, and an Agreement was not in effect.
8. Indemnification
(a) Licensee agrees to indemnify CONVEY911 Communications, LLC and its
stockholders, directors, officers, employees, agents and affiliates from and
against any and all losses, suits, damages, claims, and expenses, including
reasonable attorney's fees and costs, arising out the Licensee’s negligent acts or
omissions in connection with the use of the software.
(b) Licensee agrees hold harmless CONVEY911 COMMUNICATIONS, LLC and
its stockholders, directors, officers, employees, agents, and affiliates from and
against any and all losses, suits, damages, claims, and expenses, including
reasonable attorney's fees and costs, arising out of or in connection with the use
of the Software or the Confidential Information other than in strict accordance
with the provisions of this Agreement, or the breach by LICENSEE of any
obligation to be performed by LICENSEE pursuant to this Agreement.
9. License Fee and Payment
(a) Client agrees to purchase items below:
10. Licensing Quantities
(a) User Licenses. Subject to the terms of this Agreement, the number of User
Licenses granted by CONVEY911 COMMUNICATIONS, LLC to LICENSEE is
Unlimited User Licenses.
.
11. Maintenance Agreement
(a) LICENSEE may purchase additional onsite training at anytime for $1,000.00
a day.
12. Termination
(a) Breach. Both parties shall have the right to terminate this Agreement if either
party breaches any provision of this Agreement, or such breach continues for
more than thirty (30) days after the either party is notified in writing of such
breach.
(b) Termination Without Cause. Either party may terminate this Agreement for a
reason or no reason upon 30 days’ notice to the other party.
(c) Effect of Termination. Expiration of this Agreement the License (and all other
rights, and licenses and privileges granted to LICENSEE in this Agreement) shall
immediately and automatically terminate. Within 30 days after termination,
CONVEY911, LLC, shall disable LICENSEE’s user account and supply a
certification to LICENSE certifying to such. All prior fees paid will not be
reimbursed to Customer and any outstanding fees owed by Customer will be
paid in full to CONVEY911 COMMUNICATIONS, LLC.
13. Survivability
(a) All provisions of this Agreement relating to CONVEY911
COMMUNICATIONS, LLC's proprietary rights, disclaimers, and limits of liability
or duty, confidentiality, non-disclosure, LICENSEE's actions upon termination,
payment of License Fees, and indemnification by LICENSEE shall survive the
expiration or the termination of this Agreement for any reason.
14. General Provisions
(a) Assignment and Sub-licensing. LICENSEE shall not assign this Agreement or
sub-license the Software or the License. Any attempt to sub-license, assign, or
transfer the Software, the License, or any other rights granted in this Agreement,
shall be null, void, and of no legal force or effect.
(b) Licensee Identification. CONVEY911 COMMUNICATIONS, LLC may use the
name of and identify of LICENSEE as a customer in advertising, publicity, or
similar materials distributed to prospective customers. Unless, otherwise told not
to upon review of this agreement.
(c) Force Majeure. Neither party will be responsible for any failure or delay in its
performance under this Agreement due to causes beyond its reasonable control.
The foregoing provision shall not be construed to relieve LICENSEE of its
obligation to make payments due under this Agreement.
(d) Binding Effect; Benefits. This Agreement will be binding on, and inure to the
benefit of, the parties (and their respective successors and assigns).
(e) Invalid Provisions. If a provision of this Agreement is ever held by a court
having competent jurisdiction to be illegal, invalid, or unenforceable, and if the
rights or obligations of any party under this Agreement will not be materially and
adversely affected, (a) the provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid, or unenforceable provision, or by its severance,
and (d) in lieu of the illegal, invalid, or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid, and enforceable
provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible.
(f) Entire Agreement. This Agreement constitutes the entire agreement among
the parties, and supersedes all previous agreements between the parties relating
to its subject matter. No amendment or modification of this Agreement will be
deemed effective unless signed in writing by both parties.
(g) Counterparts. This Agreement may be signed in one or more counterparts,
each of which will be considered an original, but all of which will be considered
one and the same Agreement. This Agreement will become effective when one
or more of such counterparts have been signed by each party and delivered to
each other party. Any signature delivered by a party by facsimile transmission will
be deemed to be an original signature.
(h) Notices. Any notice to a party will be conclusively deemed to have been
received by and to be effective on the date on which personally delivered at the
address for each such party set forth in the Preamble of this Agreement (or such
other address as will be furnished to the other party by notice) or, if sent by
certified mail, return receipt requested, on the third business day after the day on
which mailed to said address.
(i) Modifications in Writing. No modification, amendment, or waive of any
provision of this Agreement will in any event be effective unless in writing and
signed by the party granting such modification, amendment, or waiver.
(j) Failure to Exercise Rights. No failure or delay on the part of the Agent in
exercising any right, power or privilege under this Agreement will operate as a
waiver, nor will a single or partial exercise preclude any exercise of any other
right, power, or privilege.
(k) Drafting. The customary rule of construction, by which ambiguities are
construed against the drafting party, will not apply to this Agreement.
(i) Compliance with Chapter 2271, Texas Government Code. In accordance with a
governmental entity may not enter into a contract with a company for goods or services
unless the contract contains written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of
this contract. The signatory executing this Agreement on behalf of CONVEY911
COMMUNICATIONS, LLC verifies CONVEY911 COMMUNICATIONS, LLC does not
boycott Israel and will not boycott Israel during the term of this Agreement.
IN WITNESS WHEREOF, the parties acknowledge that they have read, understand and agree
to the terms and conditions of this Agreement.
CONVEY911 COMMUNICATIONS, LLC CITY OF ROUND ROCK
By_______________________ By___________________
Name: Lisa Reagan Name: Laurie Hadley
Title: President Title: City Manager
Date: ___________________ Date__________________
PO # (If Being
Used)_____________________________________
Invoice To
(Name):____________________________________
Invoice To (email
address):___________________________________
Lisa Reagan
01/23/2024 02/12/2024
APPENDIX 1
Executive Summary
Convey911™ provides language translation and communications tools for public
safety, law enforcement and government services with a focus towards providing
real-time translation capabilities for 911 and public safety agencies. Our founding
team brings more than 100 years of experience working in public safety, law
enforcement and 911, and we’ve applied that combined experience into solving a
critical gap in today’s technologies – the ability to serve and communicate with LEP
and non-English speaking members of your community in real-time, particularly
when every second is mission-critical and can save lives.
The foundation of our company is focused on solving the language barrier that 911
call specialists and First Responders encounter daily as they field an ever-growing
number of 911 and non-Emergency calls from an increasingly diverse community of
both citizens and visitors. We believe that technology, when applied correctly, can
greatly aid the call-taking process with limited English proficiency callers and
expedite the collection of critical information such as what, where and who of a 911
caller.
Solutions Overview
Convey911™ is Text Control Center, providing text-to-from911 on a
managed cloud-native service designed to assist 911 specialists and first
responders in communicating with citizens during a call for service. The
proposed solution includes SMS/MMS communication with automated
language translation in 140 languages, video communication with real-time
transcription/translation in 105 languages, and location finding capabilities
for 911 and non-emergency callers. All communications (including text
messages, location data, and video recordings) are cryptographically
signed, stored, and downloadable from a GovCloud storage location. Data
retention policy is defined by the Customer. The Convey911 platform may
be accessed through the standalone web-based portal or through your
agency’s existing RapidSOS portal. Scope of Work
Convey911™ will provision, configure, and provide training for its managed
cloud-based service. Convey911™ will provide standard customer support
and will provide and manage all platform upgrades and feature updates for
the length of the agreement plus thirty days.
· Provide, maintain, and when necessary, replace or upgrade
software required to run the service.
· Maintain trained and qualified support technicians.
· Provide 24x7x365 performance, uptime, and security
monitoring.
· Respond to support incidents in the Customer’s system in
accordance with our standard support and escalation policy.
Convey911 / 4
Solution Description
Convey911™ Cloud-Native Communications & Language
Translation Platform
· Text To & From 911 Unlimited users and positions Five (5)
provisioned local 10DLC phone numbers.
· SMS/MMS with automated language detection and translation
Interactive video with real-time transcription and translation
· On-demand location finding service. RapidSOS integration and
single sign-on
Convey Connect™ Language Interpretation Service
· On-demand access to 22,000 certified human interpreters
· Interpreters are certified and credentialed for 911, public safety,
and mental health and answer on average between 20-30 seconds.
· 350+ Languages and dialects supported, including ASL through
video
· Available over traditional call center bridge, video, onsite and
mobile app.
-END-