HomeMy WebLinkAboutPD15-346 - Original - Dynamic Imaging - Facial Recognition Workbench - 09/22/2015 i
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Dynamic Imaging
Vendor Number: 1072253
JD Edwards Number
Contract Number: 05 ' E
This is assigned by City Clerk's Office
Project Name: Facial Recognition workbench
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
® Other: sales, service, and software license agreement
Contract Effective Date: Sept 22, 2015 Termination Date: Sept 21, 2016
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Eric Hemmen Department: Police
Contract Amount: $1630.75
Approval Authority: ® Department Director ❑ Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
Attached is the sales, service, and software license agreement. It is for a one year
service agreement for support and to use their software for the facial recognition system
we purchased.
As of: 08/27/14
i
OMLAMIC ` b 7 LZ
IMAGING
SALCS,SERVICE AND ROFTWAKIQ4 JJC NSKAGWEMENT . .. t
i The CIty of Kent Police Department located at 220 Fourth Avenue South, Kent WA 99032 (the"Customer")and Dynamic Imaging Systems,Ina,("DIST9,agree
ito the terms and conditions of this Software License Paid Equlpmcm Sales Agreement(this"Agreement'),and each represents that this Agreement is executed by its
duly authorized representatives as of the dates below. This Agreement shall become effective as of the date last signed below(the"Effective Date"),
DISI Authorized ignature: Customer Authorized Signature
By, BY. ,C ,.....
Name: Name; fm�t6 �}FN@tJ
Tills: Title: C.oN+MAND�iL
Date: f Date; Se + 2i 2otS'
1, SCOPE OF AGREEMENT Licensed Software and to any other intellectuat property owned or
In mcordmoo with the terms and conditions of this Agreement, Customer othenviso provided by DISI, Customer shall not have the right to use ilia
shall a) purchase from DISI the third party equipment(the"Equipment") Licensed Software for any purpose other than as authorized by the terms
identified in Schedule A, and b) license from DISI (1) ilia DISI owned of this Agreement. Customer shall not challenge, or assist any other
software and related documentation identified in Schedule A, (the"DISI person or utility in challenging, DISI's right, title and/or Interest In the
Software'), and (if) the third party software and related documentation Licensed Software. Any Ideas, concepts, inventions, know-how, data
Identified in Schedule A, as It may be revised, amended or supplemented processing techniques, softvere, documentation, diagrams, schematics,
front time to time (the "Third Party Software"), The DISI Software and blueprints or other materials wanted, conceived, reduced to practice or
Third Party Software arc sometimes referred to collectively herein as the developed by DISI personnel(alono orjolntly with Customer)in connection
"Licensed Software." The Licensed Software and the Equipment are with this Agreement, and all patent rights,copyrights and other intellectual
sometimes referred to collectively herein as Ilse"System." property rights with respect tumacu,shall be the sole and exclusive property !i
2, FEES AND PAYfvIFrr of DISI, To tits extent any tights to the foregoing would otherwise vest In �
Customer, Custemet hereby assigns such rights to DISI and at DISI's
(a) Fees. In consideration for the provision by DISI to Customer of the request, shall execute such documents as reasonably required to further
System,Customer shall pay DISI tlue fees set forth in the attached Seliedulle evidence such assignment,
d(the"Fees")In accordance with the payment terms set forth in Schedule A 5. INTELLECTUAL PROPERTY INDEMNIFICATION
(b) Shinning & Handling,Insurance. Customer shalt pay all shipping, .(a) DISI's Duty to Indemnify. DISI shall, at its own expense,
handling and Insurance costs associated with the delivery of the System to the defend, hold harmless, and Indemnify Customer and its officers,
Authorized Sites. directors,members,ngents,and employees against third party claims that
(c) Taxes. The Fees do not Inclndo taxes. If DISI is required to the DISI infringes any registered United States trademark or copyright,
pay any federal,state,or local taxes related to the Equipment,Services provided Customer(1)gives DISI prompt written notice of such attires,
or Licensed Software provided hereunder, the taxes (other than tuxes (ii) gives DISI ante authority to defend or settle such claims, and (lit)
based on DISI's hmome)shnll be billed to and paid by Customer, provldes DISI all reasonable assistance In defending or settling the
3, LICENSE GRANT AND LIMITATIONS claims.
(a) Grant of License, In accordance with the terms and (b) Executions to Duty to Indemnify. Notwithstanding anything
conditions of this Agreement,and subject to(i)the payment by Customer to the contrary,DISI shall have no duty to defend or Indemnity Customer
of the Fees and (11) any restrictions,terms or conditions imposed by a If tiny claim of Infringement;(1)results from Customer's use or alteration
third party in connection with its Third Party Software, as defined in of any Licensed Software in a mannor not authorized by DISI,(11)results
Schedule C, DISI haroby Starts Customer n personal, non-exclusive, from use of the Licensed Software in combination with any apparatus,
non-transferable,perpetual(so long as Customer adheres to all terms and larduvare,software or services not authorized by DISI, or(III)resulting
conditions of this Agreement), revocable license to use the Licensed from Customer's continued use of a superseded release of the Licensed
Software at the Authorized Site(s) (as defined in the attached Scheilule SotAvaro If DISI has made available to Customer a more current redeem
A), in object code formal only, solely for Customer's internal data of the Licensed Software.
processing purposes(the"License'), in the avant of a conflict between (o) Remedios. If tine DISI Soflsvaro Is subject to a third party
this License and the restrictions,terms or conditions of a third party with olaint of Infringement, or if DISI determines that the DISI Software Is
respect to its Third Party Software,tie third party restrlutlona,terms and likely to become the subject of any such claim, DISI may elect to (0
conditions shall procure for Customer the right to continue to use such DISI Software or
govern. (11)replace or modify such DISI Software with a nondnffinging product
similar In function to the DISI Software to avoid such claim. If DISI
(b) Anl(itt of IAcense Use, Upon reasonable notice and during determines that neither alternative is practical,than DISI may terminate
normal business hours,Customer shall grant DISI physical access to the tine License granted hereunder upon notice to Customer, and no further
Authorized Sites)In order for DISI to inspect the Authorized Site(s)and Fees shall numue,
audit Customer's use of the Licensed Software,
( Exclusive Liability. This Section states the sale and exclusive
(c) Na Roverse Engineering, Customer shall not decomp3lo' liability of D[5i and Customer's ante and exclusive remedies for
disassemble or otherwise reverse engineer any of the Licensed Software trademark, copyright and any other intellectual property infringement,
or use any similar means to discover ilia source code or trade secrets and such liability shall not Inoluda any indirect, special, oxempla y,or
contained thoroin, Customer shall not modify or create derivative works ,
of the Licensed Soflware, or otherwise use or copy the Licensed consequential damages of customer,
Software,except as expressly provided herein. Customer may make and 6• WARRANTIES
maintain no more than one(1)archival copy(for backup purposes only) (a) W3rrantw Term, Subject to ilia following provisions, DISI
of each item of Licensed Software, provided that each copy contains pit provides the following warranties with respect to each Item of Equipment
legends and notices that appeared In the copies licensed by DISI, and/or Licensed Software provided to Customer hereunder,for a period
d. OWNERS11IVItTO HIS of one (1) your following delivery of such item to Customer (the
The Licensed Software, together with all intellectual property tights "Warrony Period").Updates and Upgrades provided pursumttto Section j
embodied thereto,is ilia exclusiveLice
property of DISI and its suppliers and Licensed
not extend the Warranty Period for any item oFEquipmontand/or
licensors, DISI and such parties ad] retain all right and title, to the Lnss ed Software.sh
extent of their respective Interests, to all proprietary rights in tine (b) Warranty It to DISI Sufhvnrc. During the Warranty Period,
I
I
DISI warrants that the DISI Software will operate lu material conformity CONNECTION WITH THIS AGREEMENT, THE PARTIES
with the functional specifications set forth in the documentation for the ACKNOWLEDGE THAT ABSENT SUCH LIMITATION, DIST
__➢ISI Sotlware. As Qgstpmer'_s sole oil ox lus' p rattledy LQLmy.brpaelL _ WOULD NOT..BE_ABLE_TQPROVIDR._THE.-EQ.UIPMENT_AND--------- -�-
of this warranty, DISI shall make commercially reasonable efforts to SERVICES OR LICENSE THE LICENSED SOFTWARE TO
i correct city failure of the DISI Sollware to operate in material conformity CUSTOMER FOR THE CONSIDERATION SET FORTH IN
with Its functional specifications, provided Customer notifies DISI in SCHEE)ULE A• THE FOREGOING LIMITATION OF LIABILITY I
writing of such failures)within the Warranty Period, SHALL APPLY REGARDLESS OF WHETHER ANY LIMITED
(c) Warranty as to Third Party Software. During the Warranty REMEDY FAILS OF ITS ESSENTIAL PURPOSE,
Period, DISI warrants that the Third Party Software will operate In 8. TERMANDTERMINATION
material confonnity, with the functional specifications set forth In the (a) Term. This Agreement shall commence on the Effective Date nod
documentation for the Third party Software. As Customer's sole and remain In full force and effect unless terminated In uccordaaoo with the
exclusive remedy for any breach of this warranty, DISI shell make provisions herein,
commercially reasonable efforts to cause such Thtrd Party either (i) to
correct any failure of the Third Party Software to operate In material (b) Termination, The Cunotice, If DISI may terminate this Agreement ,
conformity with its functional specifications, or (it) replace the Third rt any time,upon written notice, If the other party breaches a material
Party Software with other software that performs substantially the none term of this Agreement and falls to sure such breach within thirty (30)
fanctlons as lie Third Party Software, provided (1) Customer notifies days of written notice of suoh breach by the non-breaching party. Either
DISI in writing of such failrne(s)within the Warranty Period, and (ii) party may terminate Inds Agreement effective immediately If the other
DISI shall have no obligation to correct or replace such Third Party Party (1) terminates or suspends Its business activities; (it) makes an
Software at DISI's expense, assignment for the benefit of all or substantially all of Its creditors;(III)
(d) 1Vornanty as to Emdnment. During the Warranty Period, becomes subject to control of it trustee, receiver or similar authothy;or
DISI warrants that the Equipment will operate in material conformity (iv) becomes subjectIno to any bankruptcy or insolvency (y)provides
end
' with the functional specifications sat forth in the documentation for the such advproance written
is not tics to the
within sixty(60)days;(v)providca 30
Equipment, As Customer's sole and exclusive remedy for any breach of days advance written notice to the other party.
this warranty, DISI shall repair or replace, at DIETS option, any (c) Yffeet of Ter noon. Upon termination of this Agreement, the
Equipment that falls to operate in material conformity with the functional License to all Licensed Software, shall immediately terminate, and
specifications set forth in the documentation for the Equipment. Customer shall, at DIST's option, either destroy (and certify such
(e) Pam-Through of Warranties, To the extent permitted by the destruction In writing) or return to ➢I81 all copies of the Licensed
appropriate third party and applicable law, DISI shall pass through to Software In Customer's possession.
Customer the third party's warranties on all Equipment and Third Party (d) Survival of Seetlons. Sections 4 ("Ownetship Rights"), 6(g)
Software, (Disclaimer of Warranties"), 7("Limitation of Liability"),8(c)("Effect
of Termination"),9("Miscellaneous")and this Section 8(d)shall survive
(I) hfaintennnce Services, During the Warranty Period, DISI any termination or expiration of this Agreement.
shall, at no additional charge to Customer, provide Customer DIST's
j standard level of Maintenance Services,as described in Schedule B. 9. MISCULLANCOU
f (g) Updates mud Upgrades. During the Warranty Period, DISI (a) Force Maleure. Nottliorparty shall be liable for any failure or
shall, at no additional charge to Customer,provide Customer with any delay in the performance of any oftheir respective obligatlons,other than
Updates (defined as any minor version release or service peak provided the payment of Fees, if prevented from doing so by a Force Majeme
for the purpose of fixing a software error or supporting newer releases of Event, "Force Maleure Event" means (1)floods, earthquakes, or other
third party software or operating systems) or Upgrades(defined as any shullor elements o£ nature or acts of God; (11) rlots, civil disorders,
cider version release designed to expand and enhance the functionality rebellions or revolutions In any comnry; or(iii)any ether cause beyond
of the DISI sofhvme) to the DISI SoBwure that DISI makes generally the reasonable control of the non-porforming party
' available to licensees of the DISI Software, and shall furnish Customer (b) No Waive . No failure on the pert of any party to oxerotse,
with applicable updates to Third Party Software, provided and to the and no. delay In exorcising, any right, power or remedy under this
extent such corrections or updates are made available to DISI from the Agreement shall operate as a waiver thereof.
I applicable third party, (c) Applicable Law end Foram, This Agreement, shall be
(h) Disclaimer of Warranties. EXCEPTAS EXPRESSLY governed by and construed In accordance with the laws of the State of
STATED ABOVE IN THIS SECTION 6, THE EQUIPMENT, Washington. Each puny submits to the exclusive personal and subject
LICENSED SOFTWARE, AND ANY SERVICES PROVIDED matter jurisdiction of and vorwe In the state and federal courts locnted in
PURSUANT TO THE WARRANTIES HEREIN (THE "SERVICES-) the State of Washington. Notwithstanding the foregoing, claims for
ARE PROVIDED TO CUSTOMER ON AN"AS IS"BASIS,AND DISI equitable relief may be brought in any court with proper jurisdiction
AND ITS VENDORS, SUPPLIERS AND LICENSORS MAKE NO within the United States.
OTHER WARRANTIES WITH RESPECT THERETO OR OTHERWISE (d) Entire Agreement. This Agreement(Including the Schedules
M CONNECTION \VITH 'TI3TS AGREEMENT. DISI DOES NOT referenced In if and attached to it) constitutes the entire agreement and
WARRANT THAT THE LICENSED SOFTWARE OR EQUIPMENT understanding batwocn the parties with respect to the subject matter
WILL MEET CUSTOMER'S REQUIREMENTS OR OPERATE IN hereof and merges and supersedes all previous communications,
COMBINATION WITH HARDWARE OR SOFTWARE NOT proposals,negotiations, representations,understandings and agreements,
AUTHORS7,E1)BY DISI, EXCEPT AS EXPRESSLY STATED ABOVE either ornt or written, between lire parties with respect to the subject
IN THIS SECTION 7, DISI AND ITS VENDORS, SUPPLIERS AND matter hereof,The terms,provisions or conditions of any purchase order
LICENSORS HEREBY DISCLAIM ANY EXPRESS, IMPLIED, or other business form or written authorization used by Customer will
STATUTORY AND OTHER WARRANTIES RELATING TO THE have no effect on the rights,duties or obligations of the parties umdor,or
EQUIPMENT, THE LICENSE➢ SOFTWARE, THE SERVICES OR otherwise modify, this Agreement, regardless of any failure of DISI to
OTHERWISE RELATING TO THIS AGREEMENT,INCLUDING,BUT object to those terms,provisions or conditions.The terms and conditions
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF of this Agreement may be modified only by a writing signed by an
MERCHANTABILITY, FITNBSS FOR A PARTICULAR PURPOSE, authorized representative of DISI and an authorized representative of
TITLE AND NONINFRINOEMENf. Customer
7. LIMITATION OF (e) &verabillty, If any provision of this Agmomom is hold to be
IN NO EVENT SHALL DISI OR ITS VENDORS, SUPPLIERS OR illegal, invalid or =enforceable, such illegality, invalidity or
LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY unenforceability shall apply only to such provision. The Illegality,FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, Invalidity,or unentbrceabillty of such provision shall not in any manner
EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING affect or render Illegal, invalid or unenforceable any other provision of
WITHOUT LIMITATION, LOSS OF PROFITS OR BENEFITS, this Agreement, and that provision, and this Agreement generally,shalt
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, bo reformed, construed and enforced so as to most nearly give 1mvRd
EVEN IF ADVISED OF THE POSSIBILI.1'Y OF SUCH DAMAGES, IN effect to the Intent of the parties as expressed In this Agreement, The
NO EVENT SHALL DISI'S OR ITS VENDORS', SUPPLIERS' OR fuel that any provision of this Agreement is hold to be illegal,invalid or
LICENSORS' LIABILITY, WHETHER IN CONTRACT, TORT, unenforceable In a particular jurisdiction shall have no effect upon the
INDEMNITY OR OTHERWISE,EXCEED THE AMOUNT OF FEES legality, validity, or enforceability of such provision in any other
ACTUALLY RECRNBD BY DISI PROM CUSTOMER IN Jurisdiction,
( I
f
Schedule A
1. Equipment: [describe and specify the System aomponent(s)]
Dell Core i7 PC $1,530.00
(2)Dell 24"Monitors $295.00
2. Third Party Software
Animetrics ForonsicaGPS Application included in costs for Facial Examiner Workstation License
MotionDSP Ikena Forensica Application included in costs for Facial Examiner WotkstationLicanso
3. Selected Services
Remote Installation $300.00
Project Management $600.00
Web-based Training(4 hours) $600.00
4. DISI Software
PietureLink Common Components included in costs for Facial Examiner Workstation License
Facial Examiner Workstation Machine/Named User License $13,000.00
5. Physical location(s)of Equipment and Licensed Software(the"Authorized Sile(s)")
City of Dent Police Department
220 Fowth Avenue South
Kent,WA 98032
6. Statement of Work
See attached Overview and Statement of Work
7. fees;Payment Terms
Equipment and Software Net 30 upon Delivery(includes Shipping and I3andling) $14,875.00
Services Net 30 upon Completion $1,500.00
Year 1 7x24 Support Uplift Not 30 upon Delivery of Equipment and Software $1,630.75
i
{
i
1
i
Schedule B
Support Instructions
7x241 aintenance and Support:
If a system component is malfunctioning,DISI will supply a loaner during the repair of the component. The loaner
component will be shipped on the next available business day to the agency for arrival on the following business day.
I Customer will be responsible for getting malfunctioning component sent back to DISI,at their expense,within 5 days,
I
Technical Support is provided via telephone/romote access and is available 24 hours/day, 7 days/week,365 days/year.
jDISI supplied PC coverage is On-Site Support by 3rd Party Vendor.
Steps for a Service Call(Software Issue):
'1x24 Coverage
During normal business hours(9 a.m.to 6 p,m.EST,Monday to Friday)the following steps are taken:
Step I Agency encormtem problem during normal business hours and calls DISI technical support at 856-988.2665
(BOOK).
Stop 2 Call is received to log and prioritize, The call is identified as either critical* or non-critical, If a can is identified as
critical and a technician is not immediately available,the call will be responded to within 2 hours. If a call is
identified as non-critical and a technician is not immediately available,the call will be responded to within 4 business
hours.
Step 3 DISI technical staff works with the agency to diagnose the problem.
Step 4 Steps are taken to correct the problem.
+I Between the hours of 6:00 p,m, and 9:00 a.m. BST,Monday—Sunday,the following steps are taken:
Step 1 Agency encounters problem and calls DISI's answering service(number supplied upon system delivery),
+ Step 2 Answering service contacts DISI's on-call technician,
j Step 3 DISItachnician calls the agency back within 2 hours and stops are taken to correct the problem,
Steps for a Service Call(Hardware Issue):
7x24 Coverage
During normal business hours(9 a.m.to 6 p.m,EST,Monday to Friday)the following steps apply:
Step 1 Agency encounters problem and calls DISI technical support at 856.988-2665 (ROOD.
Step 2 Call is received to log and prioritize, The call is Identified as either critical*or non-critical, If a call is identified as
critical and a technician is not immediately available,the call will be responded to within 2 hours. If a call is
identified as non-critical and a technician is not Immediately available,the call will be responded to within 4 hours,
Stop 3 DISI technical staff works with the agency to diagnose the problem,The problem Is determined to be hardware
related.
Step 4 DISI ships loaner component to arrive the next available business day to agency,
Step 5 The agency ships the malfunctioning component to DISI for repair.
Step 6 DISI returns the repaked/replaced component to the agency.
Stop 7 'rho agency returns the loaner component to DISI.
Between the hours of 6:00 p.m, and 9:00 am,EST,Monday—Sunday,the following stops are taken:
Step I Agency encounters problem and calls DISI's answering service(number will be supplied upon system delivery).
Step 2 Answering service contacts DISI's on-call technician,
Step 3 DISI technician calls the agency back within 2 hours. The problem is determined to be hardware related.
Step 4 Loaner component is shipped on the next available business day to the agency for arrival on the following business
day.
Step 5 The agency ships the malfunctioning component to DISI for repair.
Step 6 DISI returns the repaired/replaced component to the agency.
Stop 7 Agency returns loaner component to DISI,
*A call is classified as critical,when a software or hardware disruption prevents the user from operating successfully. After
diagnosis from the Technician,the call will remain In a critical status,so long as no agreeable,sufficient work-around or
process exists to enable the user to successfully continue their Job functions,
i
ScheduleC-1
Animetrics,Inc,
TERMS AND CONDMONS
SOLELY BY VIRTUE OP A CONTRACT EXECUTED BY AND BETWEEN DYNAMIC IMAGING ("DYNAMIC IMAGING") AND AITIMBTRICS, INC,
j ("ANRYIETRICS'),AMMETRICS IS WILLING TO LICHMSH THE PROGRAM TO YOU,INDIVIDUALLY OR AS AN AUTHORIZED REPRESENTATIVE OF A
' COMPANY OR OTHER ENTITY("YOU"),ONLY UPON TILE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER
' LICENSE AGREEMENT(AGREEMENT'),
!
PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE"I ACCEPT AND AGREE"BUTTON AT THE BOTTOM OF
THIS PAGE.BY ACCEPTING THIS AGREEMENT,YOU WILL BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT,YOU MAY NOT CONITKUB TO
USE THE PROGRAM OR PURCHASE IT UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE,YOU MAY PRINT THE WEB PAGE CONTAINING THIS
LICENSE OR SAVE IT AS A PILE ON YOUR COMPUTER,A SHORT-FORM VERSION OF THIS LICENSE,WHICH IS SU13STANTIALLYM13NTICAL TO THIS
LICENSE,MAYBE INCLUDED AS A"READ ME"OR OTHER TEXT FILE IN THE DOWNLOADABLE FILE CONTAINING THE PROGRAM,
IF YOU DO NOT AGREB WrrH THE FOLLOWING TERMS AND CONDITIONS, NO LICENSE 13 GRANTED IIEREUNDER, AND YOU ARE NOT
AUTHORIZED TO USE THIS PROGRAM.
I, ICENSE: Subject to the Terms and Conditlons of this Agreement, You have the non-exclusive right to lose the ForensioaGPST^r facial imaging software and
documentation("Program"), This Program may only be used on the number of computers licensed by You. You may physically transfer the Program from one computer to
another,provided that the Program resides on only one computer at a time for each Program llcensa,YOU MAY NOT COPY,MODIFY,EXTRACT,DECOMPILE,
DISASSEMBLE, REVERSE ENGINEER, SELL, DISTRIBUTE, OR CREATB DERIVATIVE WORKS FROM, THE PROGRAM. YOU MAY NOT RENT,
COMMERICIALIZE,SUBLICENSE OR OTHERWISB DISTRIBUTE ANY PORTION OR COMPONENTS OF THE PROGRAM TO ANY THIRD PARTY,
2, INTBL,LECTCIAL PROPERTY RIGIITS AND,PQQTECTION: Ownership of the Intellectual property, Including but not limited to the Program, documentation, �
developments,source code,trademarks,trade names, logos,patanis, copyrights,trade secrets,evaluation reports,all back-up copies,copies of the documentation,and
i copies made by You pursuant to this Agreement,and all Intellectual property rights relating to each of them,shall at all times remain vested in Animetrics,and nothing in
this Agreement or otherwise is Intended to alter,modify,transfer,waive or othetwlse adversely affect Animetrics'ownershlp rights.
3. TERM This license will terminate immediately and witlwut notice if You foil to Comply with any term or condition of this Agreement. You agree,upon such
termination,to destroy all copies of the program and documentation,
f A. LIMITED WARRANTY: I
l We do notwarrant that the operation of the Program,including documentation,will be uninterrupted or error-fhee. Except with respect to indemnification getout
below, in no event will we be liable for direct, indirect, special,incidental, or consequential damages arising out of the use of or inability to use, the Program or
dooumeetation, and in no ease shall our liability exceed the amount of tits license to paid by You to Animebtu. THE FOREGOING LIMITED WARRANTY IS
PROVIDED IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED AND,EXCEPT AS PROVIDED HEREIN, WE MAKE NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND,EITHER EXPRESS OR IMPLIED,WITH RESPECT TO THE PROGRAM,MEDIA OR DOCUMENTATION,INCLUDING
THEIR QUALITY,OUTPUT,RESULTS,ACCURACY OP FACIAL REPRESENTATION OR IMAGE GENBRATBD,PERFORMANCE,MERCHANTABILITY,OR
FITNESS FOR A PARTICULAR PURPOSE, UNLESS EXPRESSLY PROVIDED OTHERWISE,TILE PROGRAM IS PROVIDED"AS IS," Some states do not allow
the[Imitation of Implied warrenties so these limitations above may not apply to You,
5, INDEMNIFICATION;
! We agree to Indemnify You and hold You harmless from and against any claims,actions,or demands alleging that the Program infringes any United States
patent, trademark,copyright,or other intellectual property right of any third party registered with the halted Slates Patent and Trademark Office or the United States
Copyright Office. However,we shall have no obligation hereunder for or with respect to claims,actions,or demands alleging infringement that arise by reason of the
comhinntloo of the Program or any part thereofwidt any Items not supplied by us.
The foregoing Indemnities are eondilioaed on prompt written notice of any clabn,action,or demand for wbich Indemnity is claimed,complete control of the
defense and settlement thereof by us,unit your cooperation In such dofense.
Notwithstanding the foregoing,In NO event shall Animetrics'liability under this Section exceed at my time tho amount of the license fee paid to Animorias by
You for use of the Program.
6. EXPORT CONTROLS; You may not use the Program or applications incorporating Program components except ht compliance with all applicable United States export
laws and regulmamm You ate responsible for compliance with any and all laws,legislation or regulations governing tiro Importation of products into the desdnmtien country
and for payment of pay duties,taxes and fees on such goods or importation. You shall not export,re-export,or transfer the Program, related documentation, or any
confidential Information received from Anhnetrics witimut first obtaining the appropriate government approvals, and Licensor makes no representation or warranty
regarding the issuance of export licenses for any of Its products.
7. CHOICE OF LAW; This Agreement shall he governed by,construed and enforced in the courts and under the laws of the State of Washington without reference to Its
uholoe of law principles. If any provision of Urals Agreement Is held to be unenforceable,such decision shall not affect the validity or onforceability of arty or all of the
remaining provisions,and any provision deemed unenforceable shall automatically be revised with the least changos necessary to effect,to the-fullest extent permitted by
law,the intent of the parties as act forth in this Agreement. The Parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
8. RNTIRE AGREEMENT; This Agreement is the complete and exohsive statement of ngrccment between the polies mid supersedes all prior proposals,agreements,or
understandings,written or oral,with respect to the subject matter of this Agreement. This Agreement may be amended or modified only In writing signed by You and
Animetrics.
9. ACKNOWLEDGMENT: BY CONTINUINO TO USE 'PHIS PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT,AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS,AND ARE AUTHORIZED TO ACCEPT AND AGREE TO ITS TERMS AND ,
CONDITIONS. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT DYNAMIC IMAGING AND/OR ANIMRTRiCS MAY COLLECT INFORMATION
NECESSARY TO CONTACT YOU AND TO MANAGE AND SUPPORT'I'HIS LICENSE AND PROGRAM.
Should You have any questions concerning this Agteement,please coolant In writing; E
Animetrics,Tile,
53 Technology Lone t
Conway,NI-1 03818
r
I
Schedule C-2
i
Mo}IonDSP Miens
SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT("LICENSE")CAREFULLY BEFORE USINGTBE MOTIONDSP SOFTWARE.BY USTNO THE
MOTIONDSP SOFTWARE,YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.IF YOU DO NOT AGREE TO THE TERMS OF TIES
t LICENSE,DO NOT USE TIDE SOFTWARE.IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE,YOU MAY RETURN THE MOTIONDSP SOFTWARE
t TO THE PLACE WHERE YOU OBTAINED IT,IF THE MOTIONDSP SOFTWARE WAS ACCESSED ELECTRONICALLY,CLICK"DISAGREE/DECLINE".FOR
j MOTIONDSP SOFTWARE INCLUDED WITHYOURPURCITASBOF HARDWARE,YOU MUST RETURN THEENTLRE HARDWARE/SOFTWARE PACKAGE.
I
IMPORTANT NOTE:This software may be used to reproduce materials.It U licensed to you only for reproduction of noncopyrighted materials,materials In w11oh you
own the copyright,or materials you are authorized or legally permitted to reproduce.If you are uncertain about your right to copy any material,you should contact your
Legal advisor.
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I,General.The software and documentation acoompanying this License whether on disk,In read only memory,on any other media or in any other form(collectively the
"MotlanDSP Software")are licensed,not sold,to you by MotlonDSP,Inc.C'MudenDSP")for use only under the teens of this License,and MotionDSP reserves all rights
not expressly granted to you.The rights granted herein are limited to MottonDSP's and Its licensors'intellectual property rights in the MationDSP Software end do not -
include any other patents or hntalleetuat property rights.You own the media on which tho Motiorl Software Is recorded but MotonDSP and/or MotionDSP's licensor(a)
retain ownership of die MotonDSP Software itself,TLe rights granted under the terms of this License include any software upgrades first replace and/or supplement the
original MotionDSP Software product unless such upgrade contains a separate license.
Title and intellectual property rights in and to any content displayed by or accessed through the MotonDSP&Awae belongs to the respective content owner.Such content
may be protected by copyright or other intellectual property laws and troatas,and may
be autiiect to terms of use of the third party providing such content.This License does not grant you any rights to use such content.
2. License and Use Reah'ictions. This Lloemc allows you to install and use one copy of the MotooDSP Software in object code form In accordance with documentation
accompanying the software only an a aingle computer at a time.You may not Liao the software(or ally part thoreot)for carrying out or offering video processing as am
application service over a computer notvork or in any other capacity,and may not make the MotioAMP Software available ovor a network where It could be used by
multiple computers at the same time, Except as and only to the extent expressly permitted In this Memo or by applicable law,you may not copy,dcoompile,reverse
engineer,disassemble,modify,create derivative works of the MOIhmDSP Software or any part thereof,derive source code from the Softva s,or determine how MOtlanDSP
develops software liconse keys. You may make one copy of the MattorlDSF Software in maolnine-readable form for backup purposes ordy,providod that the backup copy
must include all copyright or other proprietary notices contained on the original.
THE MOTIONDSP SOFTWARE IS NOT INTENDED FOR USE IN THB OPERATION Of NUCLEAR FACILITIES,AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL.SYSTEMS,LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH TIM FAILURE OF THE .
MOTIONDSP SOFTWARE COULD LEAD TO DFATB,PERSONAL INJURY,OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE,
3:Tr•ansfer.You may Dot(I)publish,distribute,rant,lease,sell,sublicense,assign or otherwise transfer the Software or any part thereof,(11)create derivative works of,or
translate die Software,rise the Software for any purpose other than Individual,stand-alone use(lit)permit application development use of the Software,or(iv)remove or
obscure any MotonDSP or licensors copyright,trademark or other paquiotnry notices or Iugemis.from any portion of the Software or any associated documentation.
4.Consent to Use of Dotn.You agree that MotlonDSP and Its subsidiaries may,if you do not opt•out from this function in"Tools:Options,"collect and use technical slid
related lnfonuatlon,Including but not limited to technical Informatlon about your computer,system and application software,and peripherals,that Is gathered periodically to
facilitate the provision of software updates,product support,verification of your license and license keys,and other servloes to you(if any)minted to the MotonDSP
Software. MottonDSP may use this information,as long as It is in a form that does not personally Identify you,to improve our products or to provide sonviees or
technologies to you.
S.Term bullion.This License Is effective until terminated.Your lights under this License will terminate ardomalidelly without notice from MottunDSP if you fail to comply
with any term(s)of this License.Upon the termination of this Llceme,you shall cease all use of the MationDSP Software and destroy all copies,full or partial,of the
MolionDSP Software.
6,Limited Warranty on Media.MotionDSP warrants the media on which the MotionDSP Software Is recorded and delivered by MotionDSP(if any)to be free from
defects in materials and workmanship under normal use for a period of ninety(90)days from the dato of original retail purchase.Your exclusive remedy under thLv Scotian
shall be,at MotloaDSP'a option,replmonmut of the MotlooDSP Software which is returned to Motto nDSP either on recorded media or electronic download,orarefbnd of
the purchase price of the product upon return to MotonDSP of the medin containing the MotionDSP Software with the software protector USE dongla and a copy of the
receipt THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ONTIIE MEDIA INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES
OF MERCHANTABILITY,OF SATISFACTORY QUALITY,AND OF FITNESS FOR A PARTICULAR PURPOSE,ARE LIMITED IN DURATION TO NINETY(90)
DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE,SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS,SO THE ABOVE LIMITATION MAYNOT APPLY TO YOU.THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY
WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES(IF ANY)CREATED BY ANY DOCUMENTATION OR
PACKAGING,THIS LIMITED WARRANTY GIVES YOU SPECLFIC LEGAL RIGHTS,AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY
JURISDICTION.
7.Disclaimer of Warrautlas,YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF IRE MOTIONDSP SOFTWARE IS AT YOUR SOLE RISK AND
T I[AT THE ENTIRE RISK AS'TO SATISFACTORY QUALITY,PERFORMANCE,ACCURACY AND EFFORT JS WITH YOU,EXCEPT FOR THE LIMITED
WARRANTY ON MEDIA SET FORTHAEOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE MOTIONDSP SOFTWARE IS
PROVIDED"AS IS",WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,AND MOTIONDSP AND MOTIONDSP'S LICENSORS
(COLLECTIVELY REFERRED TO AS"MOTIONDSP"FOR THE PURPOSES OF SECTIONS 6 AND 7)HEREBY DISCLAIM ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE MOTIONDSP SOFTWARE,E1TIMR EXPRESS,IMPLIED OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,THE
IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY,OF SATISFACTORY QUALITY,OF FITNESS TOR A PARTICULAR PURPOSE,OF {
ACCURACY,OF QUIET ENJOYMENT,AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS,MOTIONDSP DOES NOT WARRANT AGAINST j
THIERFPR13NCE WITH YOUR ENJOYMENT OF THE MOTIONDSP SOFTWARE,THAT THE FUNCTIONS CONTAINED IN THE MOTIONDSP SOFTWARE
WILL MEET YOUR REQUIREMENTS,THAT THE OPERATION OF THE MOTIONDSP SOFTWARB WILL BB UNINTERRUPTED OR ERROR-FREE,THAT
THE MOTIONDSP SOFTWARE WILL BE COMPAMBLE WITH THIRD PARTY SOFTWARE,OR THAT DEFECTS IN THB MOTIONDSP SOFTWARE WILL BE
CORRECTED.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MOTIONDSP OR AN MOTIONDSP AUTHORIZED REPRESENTATIVE
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SHALL CREATE WARRANTY.SHOULD THE MOTIONDSP SOFTWARE PROVE DEPECTIVE,YOU ASSUME THE ENTIRE COST OF ALL NECESSARY_
! - ----SERVIC-ING,-REPAIR-ORGORREeTfO"DMLrJl1RISDICTIONS-DO NOTALLOW"TEFEXCLUSION-OPM&LIED-WARRANTIES OR LIMITATIMS-ON
APPLICABLESTATUTORY RIOHTS OF A CONSUMER,.SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU,
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By Ming the MotlonDSP Software,you ooknowledge that MotionDSP makes no representations or warranties with regard to the Appropriateness of the contentvleworl
through,or processed by,the MutfonDSP Software.MotionDSP does not guarantee the sequence,accuracy,completeness or timeliness of the content played through the
MotionDSP Software.Mot10nDSP,Us officers,affiliates and subsldfarles shell not,directly or indirectly,be liable,in any way,to you or any other person for the content
you receive,process or upload ruing the Mo loaDSP Software or for any inaceoracles,errors In or omissions from the content.
S.Llmlfal[on of Liability,TO THE EXTENT NOT PROHIBITED BY LAW,IN NO EVENT SHALL MOTIONDSP BE LIABLE FOR PERSONAL INJURY,OR ANY
INCIDENTAL,SPECIAL,INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER,INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF
PROFITS,LOSS OF DATA,BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL.DAMAGES OR LOSSES,ARISING OUT OF OR RELATED TO YOUR
USE OR INABILITY TO USE THE MOTIONDSP SOFTWARE,HOWEVER CAUSED,REGARDLESS OF THE THEORY OF LIABILITY(CONTRACT,TORT OR
OTI-JERWIM AND EVEN IF MOTIONDSF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.SOME JURISDICTIONS DO NOT ALLOW THE
i LIMITATION OF LIABILITY FOR PERSONAL INJURY,OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THIS LIMITATION MAY NOT APPLY
T 0YOU•In no event ebulI MotionDSFs total liability to you for all damages(other than as may be required by applicable law fit eases Involving personal injury)exceed
the amount of fifty dollars($50.00).The foregoing limitations will apply even if the above elated romedy fails of Its essential purpose.
9.Export Control.You may not use or otherwise export or reexport the MoHMDSP Software except As nutborlud by United States law and the laws of theJtrisdiotlon in
which the MotionDSP Settvare was obtained.In par ,lcolar,but without lini tenon,the MotionDSP Software may not be exported or re-exported(a)into Any U.S.
embargoed countries or(b)to anyone on the U.S,Treasury Department's list of Specially Designated Nationals or the U.S.Department of Commerce Denied Pamon's List
i or Entity List By using the MotlonDSP Software,you represent and warrant detyort are not located in any such country or on any such list.You Also agree that you will
' not use these products for any purposes prohibited by United States law,Including,without Radiation,the development,design,manufacture or production ofnuolear, !i
missiles,or ehemioal or biological weapons.
! 10.Government land Users,The MotlonDSP Sottvore and related doetnnentetlon are`Commercial Items",as that term is defined at 48 C.F.R.§2101,consisting of
"Commercial Computer Software"and"Commercial Computer Software Documentation",as such terms are used in 48 CAR,§12,2I2 or 48 CYA.§227.7202,as
applicable.Consistent with 48 CF.R.§12.212 or 48 CY R.§227.7202-1 through 227.72M-4,As applicable,the Commercial Computer Softvors and Commercial I
Computer Softvae Documentation are being licensed to U.S.Government end users(a)only As Commecial Items and(b)with only those rights As arc granted to all otter
f end users pursuant to the terms and conditions herein.Unpublished-rights reserved under the copyright laws of the United States.
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11.Controlling Law and Save rabillty.This License will be governed by and construed in accordance with the laws of the State of California,as applied to agreements
entered into and to be performed entirely within California between Califomla residents.
This License shall net be governed by the Vatted Nations Convention on Contracts for the international Sale of(foods,the application of which is expressly excluded IPfor
any reason it court of competent Jurisdiction Finds any provision,or portion thereof,to be unenforceable,the remainder of this License shall continue in full force and effect.
12.Complete Agreement;Governing Language,This License constitutes the entire agreement between the parties with respcctto the use of die MotionDSP Software
licensed hereunder and supersedes all prior or contemporanams understandings regarding such subject ntaer.No an radment to or modification of this License will be
binding unites In writing and signed by MotlonDSP,Any translation of this License Is done for local requirements and in the event of a dispute between the English and any
non-English versions,the English version of this License shall govern..
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