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Home My WebLink About6021 RIDEALONG APP USE AGREEMENT This RideAlong App Use Agreement("Agreement")is entered into and effective as of April 15,2018, 2018("Effective Date")by and between RideAlong Labs Inc.("RideAlong")and the City of Bremerton(via the Bremerton Police Department)(an"Agency")concerning Agency's access and use of the proprietary behavioral health and substance abuse-related software platform that RideAlong may provide to Agency(the"Service"). 1.1 Restrictions on Use. Agency may access and use the Service only in accordance with this Agreement, and solely for the purpose of Agency's own non-commercial law enforcement and first responder purposes. Any resale or service bureau business or similar activities with respect to the Service (or portion thereof) or other RideAlong data or information obtained through the Service are prohibited. Agency will not, and will not permit or assist any third party to,(a)alter,adapt,modify,translate,create derivative works of,(b)decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of,or any technical data,know- how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in, (c) rent, lend, loan, lease, sell, distribute, or sublicense,(d)remove,alter, or obscure any proprietary or restrictive notices affixed to or contained in,or(e) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Service and any software,technology,systems,and other subject matter provided by RideAlong in connection with the Service. Agency shall not: (a) post, transmit or otherwise make available through or in connection with the Service any virus,worm,Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of,any hardware,software or equipment;(b)use the Service for any purpose or in any manner that violates applicable laws and regulations,is fraudulent,or violates the rights of others; (c)interfere with or disrupt the operation of the Service or the servers, systems, or networks used to make the Service available, including by hacking or defacing any portion of the Service; (d)restrict or inhibit any other person from using the Service;(e)frame or mirror any portion of the Services,or otherwise incorporate any portion of the Service into any product or service; or (h) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine"or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. 1.2 Errors. If Agency discovers an error or malfunction with respect to the Service,Agency shall promptly notify the RideAlong thereof. The parties will cooperate to mitigate the impact of such error or malfunction. RideAlong may suspend use of the Service to address any such error or malfunction and Agency shall implement any reasonable corrective measures as RideAlong instructs and not use functions known to malfunction or be erroneous. 1.3 Ownership. RideAlong owns and will retains all right, title and interest in and to the Service, and any other subject matter provided by RideAlong in connection with the Service and any and all intellectual property rights relating thereto.No rights of any kind shall be implied pursuant to this Agreement. 1.4 Agency Obligations. Agency is responsible for protecting all access controls and security credentials("User Credentials") issued by Agency or RideAlong and used to access and use the Service from disclosure to or discovery by third parties and any unauthorized use by third parties, and in no event shall RideAlong be responsible or liable for)any use,including any misuse,abuse,or unauthorized use,of any User Credentials. 1.5 Reporting and Tracking. During the term of the Agreement,RideAlong will automatically track,through the Service, the following information: (a) client-side analytics; (b) application performance; (c) specific information regarding errors and bugs; (d) logs; and (e) impact metrics. Agency may opt-out of such automatic tracking by providing RideAlong with written notice within fourteen(14)days of the Effective Date, in which event Agency agrees to provide RideAlong with written reports every week, which reports will disclose the information specified in this section. 1.6 Data Input. Agency is responsible for ensuring that all data and other information entered by or on behalf of Agency or otherwise provided to RideAlong or obtained from Agency in connection with the Service ("Agency Data")is complete and accurate.Agency Data may include non-public data and information relating to identified or identifiable individuals("Identifiable Data"). The Service and all information, analyses, and other output provided by RideAlong are based on the Agency Data as received by RideAlong, and RideAlong is not responsible for any error, omission, or inaccuracy of or based on or resulting from Agency Data. 1 Agency hereby grants to RideAlong,(a)a non-exclusive right to access,reproduce,process and otherwise use the Agency Data in connection with the provision of Service hereunder for the term of this Agreement,and(b) a non-exclusive and perpetual right to reproduce,process, distribute, disclose,publish, analyze and otherwise use Agency Data in an anonymized form, including any data or other information generated through the processing of Agency Data in connection with the Agency's use of the Service ("Data Output"), as long as Agency is not identified as the source of such data.As between the parties,Agency exclusively owns all right, title,and interest in and to the Agency Data and Data Output. Notwithstanding anything in this Agreement to the contrary,RideAlong exclusively owns all right, title, and interest in and to any new features, conclusions, derivative works, and any other proprietary findings developed by RideAlong through its use of the Agency Data and Output Data, including any intellectual property rights therein. The authorizations granted to, and restrictions imposed on, RideAlong under this Agreement, including under this Section 1.6, will extend to service providers and other contractors exercising such rights and licenses on RideAlong's behalf. RideAlong shall give Agency reasonable notice prior to disclosure of Identifiable Data. Each party will maintain, throughout the term of the Agreement,appropriate administrative,technical,and physical safeguards designed to ensure the security and confidentiality of Identifiable Data, to protect and safeguard against anticipated threats or hazards to the integrity of, and the unauthorized or accidental destruction, loss, alteration,access,or use of, Identifiable Data in the possession or control of such party. Each party shall notify the other party in the event of any unauthorized or accidental destruction,loss, alteration, access, or use of, Identifiable Data in the possession or control of such party. In the event of unauthorized access of Identifiable Data, RideAlong will immediately notify Agency's contract representative thereof. Upon termination or expiration of this Agreement, RideAlong shall without undue delay return to Agency, or at the option of Agency, destroy all tangible items and embodiments of Identifiable Data and all copies thereof and provide written certification of such destruction or return by a RideAlong representative. 1.7 Term and Termination.This Agreement will commence on the Effective Date and,unless earlier terminated pursuant to the terms hereof, will continue until the expiration of the KitsapCountySheriff's Office p Agreement—RideAlong Services Agreement,dated April 15,2018,by and between RideAlong and the Kitsap County Sheriff's Office, excluding any extension or renewal term thereof. Either party may terminate this Agreement at any time upon thirty(30)days written notice to the other party in the event of a material breach by such other party (the "Breaching Party") of this Agreement, provided that such termination shall not be effective if such breach is cured by such Breaching Party within such thirty(30)day period,provided further, that if the Breaching Party's failure to cure is caused by the non-breaching party,the non-breaching party may not terminate this Agreement. Notwithstanding the foregoing, in the event of a material breach of this Agreement, the non-breaching party shall have the right, in addition to all other rights and remedies it may have, to suspend performance of its obligations under the Agreement. RideAlong party may terminate this Agreement,or modify, limit,or suspend the Service, if it determines, in its reasonable business judgment,that the continued provision of the Service to Agency poses security risks,a risk of infringement or other violation of any rights of third parties, or a risk of violating any applicable laws or regulations, or upon modification or termination of any agreements with licensors or service providers upon which RideAlong relies to provide the Service. In the event of any expiration or termination of this Agreement, all provision that are intended to survive will survive. 1.7.1 Termination for Convenience. Either party may terminate this Agreement at any time upon ninety(90)days written notice to the other party. 1.8 Indemnification. Agency will defend RideAlong against any claim, demand, suit or proceeding ("Claim") brought against RideAlong by a third party relating to or arising out of Agency's access or use of the Service, and Agency will pay all damages finally awarded against RideAlong by a court of competent jurisdiction as a result of such Claim. RideAlong will (a) provide prompt written notice to Agency of any Claim for which indemnification is required;(b)give Agency sole control of the defense and/or settlement of the Claim;and(c) provide Agency full cooperation and assistance with respect to the defense and settlement, provided that Agency shall not enter into any settlement or other compromise that materially adversely affects RideAlong without RideAlong's written approval,which shall not be unreasonably withheld,delayed,or conditioned. 1.8.1 RideAlong Intellectual Property Indemnification. RideAlong will defend Agency against any claim,demand,suit or proceeding("Claim")brought against Agency by a third party alleging that RideAlong's Service,as provided to Agency under this Agreement,infringes or misappropriates a 2 third party's copyright or trade secret rights in the United States,and RideAlong will pay all damages finally awarded against Agency by a court of competent jurisdiction as a result of such Claim,subject to the other terms and conditions of this Agreement.Notwithstanding the foregoing,RideAlong has no obligation to indemnify Agency with respect to use of RideAlong's product and services in a manner that is not permitted under this Agreement or that is inconsistent with any document provided be RideAlong to Agency. 1.9 Disclaimer of Warranties. THE SERVICE IS PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, RIDEALONG DISCLAIMS ALL REPRESENTATIONS AND OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, RIDEALONG DOES NOT WARRANT THAT THE SERVICES WILL BE • UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT ALL ERRORS, FAILURES OR DEFECTS WILL BE CORRECTED. 1.10 Limitation of Liability. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, (A) RIDEALONG WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGES(INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF OR INACCESSIBLE DATA OR INFORMATION, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES)ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND (B) RIDEALONG'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED $15,000.00 IN THE AGGREGATE, IN EACH OF THE FOREGOING CASES (A) AND(B),REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT,WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER RIDEALONG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 1.11 Disclaimer of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY,RIDEALONG DISCLAIMS ALL LIABILITY RELATED TO OR ARISING OUT OF AGENCY'S USE OR MISUSE OF THE SERVICES OR FAILURE TO REPORT ANY ERRORS OR BUGS IN THE SERVICE TO RIDEALONG, INCLUDING, BUT NOT LIMITED TO,ANY DEATH, PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF OR RELATED THERETO. 1.12 Miscellaneous. By submitting any comments, feedback, or ideas about the Service to RideAlong ("Feedback"), Agency agrees that Agency's disclosure is gratuitous, unsolicited and without restriction and will not place RideAlong under any fiduciary or other obligation, and that RideAlong is free to use the Feedback without any additional compensation to Agency. Neither party may assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Washington without giving effect to any choice of law rule.This Agreement contains the entire understanding of the parties with respect to the subject matter hereof,and supersede any and all related prior agreements,representations and negotiations, whether oral or written. This Agreement cannot be modified or amended except in a writing signed by both parties. 1.13 Publicity. Agency ag-ees and acknowledges that RideAlong may identify Agency as a customer of the Service in RideAlong's customer lists, on RideAlong's website and in its marketing,promotional, and similar materials by Agency's name and logo only. 1.14 Terms Applicable to Tribes. The following terms and conditions will apply, if Agency is recognized as a "tribe"under applicable law. 3 (a) Waiver Sovereign Immunity. Notwithstanding anything in this Agreement to the contrary, the Tribe voluntarily provides a limited express waiver of sovereign immunity with respect to the interpretation and enforcement of this Agreement, and its obligations and duties under this Agreement. This waiver of sovereign immunity shall extend to all suits filed during the term of this Agreement or within the statute of limitation for any cause of action arising, and during the time-frame whereby the Tribe may legally be joined or otherwise added as a party to any claim, action or suit. Additionally, the Tribe expressly agrees to a waiver of sovereign immunity as a defense to the enforcement of this Agreement up to the limits of its insurance policy in connection with the enforcement of the rights of RideAlong related to the indemnity provisions contained in this Agreement. (b) Construction. Nothing in this Agreement shall be construed to authorize any suit, execution, attachment, or judicial process against the persons or property of the Tribe or any of its officers, agents, or employees, or against the Tribal Council or any member thereof, other than as specifically provided herein. In no event shall this Agreement be construed to authorize attachment, execution or other judicial process against real property of the Tribe, any property held in trust by the United States or subject to a restriction against alienation imposed by federal law, or any funds held by or on behalf of the Tribe and derived from federal or state grants or contracts. RIDEALONG Bremerton Police Department By: K(41A,F> kfk, _ By: Name: Katherine B Nammacher Name: BUK Title: CEO&Co-Founder Title: CHI— U f PL)e'g Address for Formal Notice: Address for Formal Notice: RideAlong Labs Inc. SP+lirYi£4-ToN POL tc. ,DEFT 155 9`h Street 1622 5 Bo R Loci-L sr San Francisco,CA 94103 BR-C.vh 4.0-113N w r4 103 3 7 Attn:Katherine B.Nammacher,CEO Attn: 4