HomeMy WebLinkAboutCAG2020-045 - Original - VeriPic, Inc. - Migration to Axon - 02/07/2020 �/�o�2cno
Agreement RoutingForm .,-sIIIIItiiZi Aemak�
KENT For Approvals,Signatures and Records Management X $ �
WASHINGTON
This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. ^r
(Print on pink or cherry colored paper) S,
Originator: Department: — -
Lynnette Smith IT r^'o
Dote Sent: 01/30/2020 Date Required: 02/10/2020
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o Authorized Director or Designee Date of N/A
M to Sign: ✓ Council
aMayor Approval:
Budget T20209.64190.1800 Grant? Yes No
Account
Number: Type: N/A
Vendor
Name: Veripic Category: Contract
301634
c Vendor Sub-Category Other
o Number.
EProject
L Name: Professional Services
0
= Project
Details: Veripic Migration to Axon
EAgreement 30 000 Basis for
0 Amount: Selection of Direct Negotiation
L Contractor:
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a Start Date: Mayor's signature date Termination Date: One year
Notice required prior to 1:1Yes No Contract Number.
disclosure? CA651W-2-0 -'O4CJ
P 'VAttorney: Comments:
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ITT LAW DEPT. �
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0 Date Routed to the Mayor's Office: RECEIVED
air Date Routed to the City Clerk's Office:
Date Sent to Originator:
City of Kent
nffice of the mayor _J
Visit Documents.KentWA.gov to obtain copies of all agreements
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1-eii VeriPic,Inc.Solution
VeriPic "Protect the Proof'
P.O.Box 610801
San Jose,CA 95161-0801
Phone:888-VERIPIC
Sales Rep Sara Hopes Expiration Date 2/29/2020
Phone (408)496-1200 Created Date 1/15/2020
Email shopes@veripic.com Quote Number 00002368
Customer Information
Account Name Kent Police Department Ship To 220 Fourth Avenue S.
Contact Name Brian Rambonga Kent,WA 98032
USA
Phone 253-856-5800
Sales
'SKU Description of Items Quantity Price Total Price
Software Expertise to export from a VeriPic Database(Medium Databases 500 GB to 2 TB)
Exporting data from VeriPic database(Medium Databases).This item covers the custom
90 890 002 engineering labor and software cost to export items from databases 500 GB to 2 TB.Data 1.00 $30,000.00 $30,000.00
would be returned on one or more hard disks provided by customer.Customer to pay for
shipping hard disk(s)to VeriPic and VeriPic will pay to ship hard disk(s)back to customer.
------------------------------------------------------------------------------------
Subtotal $30,000.00
Discount $0.00
Total Price $30,000.00
Sales Tax $0.00
Final Sale $30,000.00
Credit Card Information
Card Number: Expiration Date:
Name on Card: Card Type:
Company Name(if present): Security Code:
Billing Address Line 1: Billing City:
Billing Address Line 2: Billing State:
Billing Phone Number: Billing Zip:
Purchase Order Information
PO Number: 16111 .,
Product Terms&Conditions
This Agreement("Agreement") contains the terms and conditions that govern your access to and use of the Software
Services (as defined below) and this is an Agreement between VeriPic, Inc. ("VeriPic, "we," "us,"or"our")and you, or
the entity you represent, ("you," or"Customer"). Your use of VeriPic's software or services constitute your agreement
with the Terms and Conditions included here. You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account ("End Users") may access and use the Software in accordance with the terms of this
Agreement.
Rev.4/3/17
L-O-dft VeriPic,Inc.Solution
VeriPic "Protect the Proof'
P.0. Box 610801
San Jose,CA 95161-0801
Phone:888-VERIPIC
1.Agreement: Upon purchase of any VeriPic product, the following terms and conditions constitute the entire
agreement between VeriPic Inc., and you, the Purchaser. The following terms and conditions shall replace all other
prior statements, representation and agreements, oral or written, made by the parties or their representatives.
2. Licensing Options: Purchaser is aware of the following specifications, limitations and technical requirements
pertaining to each of the different VeriPic licensing options:
a. Concurrent Licenses: Each Concurrent license for each VeriPic software system allows the Purchaser to have
one concurrent user accessing the license at a time. The maximum number of active end user accounts that can be
used on a system licensed as CONCURRENT licenses cannot exceed 10 times the number of CONCURRENT
licenses purchased. The number of Concurrent licenses purchased sets the upper limit to the number of
simultaneous users that can access the designated software system at the same time on client computers on the
Purchaser's network and it also sets the maximum number of active user login accounts that can be created in the
system as 10 times the number of CONCURRENT licenses. If you purchased these license(s) on a Software as a
Service (SaaS) basis you may only use this or these licenses so long as your SaaS payments are current.
b. User Licenses: Each User license is for a single End User, defined as a single individual person. Purchaser
should purchase enough licenses to allow all individuals who will be using the Software to have a license they can
use without sharing. Account users may not share End User account login licenses. Allowing more than one End
User to share the same login credential or license is a violation of this agreement and also harms the chain of
custody functions of the system and such a practice is strictly prohibited. If Purchaser allows more than one End
User to share a license Purchaser assumes all liability with the use of VeriPic products and agrees to hold VeriPic
harmless from any liability as a result of Purchaser's use or misuse of VeriPic's products. If you purchased these
license(s) on a Software as a Service (SaaS) basis you may only use these licenses so long as your SaaS payments
are current. If you purchased these licenses on any basis other than SaaS, you must pay for and maintain current, a
Subscription License Maintenance Agreement(SLMA). If your payments are not current, you must immediately stop
using the software.
c. Cloud Storage of the Data This software is only licensed to be used on physical computers owned and controlled
by your organization where the data is stored on physical devices owned by your organization and located at
facilities operated by your organization. This End User License Agreement does not permit you to operate this
software or store any data on servers or computers accessible on the Internet operated by another organization or
serviced by personnel from another organization (also known as Cloud Storage, Cloud Services or Cloud Computing
to which we will refers as CLOUD) unless that other organization is VeriPic. If you wish to store any data on the
CLOUD or operate VeriPic software on the CLOUD, you must specifically purchase such services on a Software as
a Service (SaaS) basis from VeriPic to allow you to store your data on the CLOUD.
If you purchase CLOUD storage for your data from VeriPic we will provide such storage as long as the payments for
such usage is current. If there is a lapse in payments,VeriPic may, at its option, temporarily suspend access to this
data and/or move the data to offline storage until the lapse in payment is cured and the payments are current. If the
lapse exceeds 90 days, VeriPic may, at its option, delete this data and you will not hold VeriPic liable for such
deletion if the payment for such storage is not current.
d. Compliance with License Requirements: If you exceed the number of allowed users or you store the data on
the CLOUD without purchasing CLOUD storage services from VeriPic you are out of compliance with this licensing
agreement. The penalty for being out of compliance is to purchase the necessary licenses or services for the period
of time you were out of compliance plus the cost of the Software License Maintenance Agreement (as appropriate)
at a cost equal to 130% of the list price for those services at the time you needed to make such purchases to have
been in compliance.
e. Payments (Applies to Purchases and SLMA): In order to receive services from VeriPic, Inc. or to use your
licenses, your payment for SLMA must be current. There is a penalty of 30%for any lapse in payment for services.
In the event of a lapse, VeriPic will not provide your organization services until you've paid to cover the period of the
lapse plus the 30% penalty in order to bring your payment for SLMA current. This penalty is separate from a penalty
for late payment of an invoice covered in paragraph 16.
f. Payments (Applies to SaaS or Cloud data storage): If you are on a CLOUD storage plan, VeriPic may
Rev.4/3/17
LVeriPic,Inc.Solution
VeriPic "Protect the Proof'
P.O.Box 610801
San Jose,CA 95161-0801
Phone:888-VERIPIC
discontinue services to you if your payment for such services is not current. In order to cure the lapse, you will need
to pay for services during the period of the lapse plus a penalty of 30% for the period of the lapse in order to bring
your services current. In the event of a lapse, VeriPic will wait at least 12 months before deleting any data it has in its
possession on its cloud servers and VeriPic, has, at its option, the ability to move such data to a lower cost storage
facility in the event of a lapse of payment. VeriPic will preserve such data that it may have in its possession for a
period of at least 12 months. If VeriPic has not received payments for services from a client for a consecutive period
of 12 months or that organization is not current on their payments for a period of 12 months, VeriPic no longer
considers that organization to be a paying customer and has, at VeriPic's option, the ability to dispose of that data in
a secure fashion. If such disposal has occurred, the data will no longer be recoverable and it is agreed that VeriPic
shall have no liability for having taken this action. This penalty is separate from a penalty for late payment of an
invoice covered in paragraph 16.
3. System Requirements: Purchaser is required to supply any needed client PC workstations, scanners, or digital
cameras not purchased through VeriPic. The following specifications are recommended by VeriPic: Client Min.
Specs: 2GB of RAM (4GB recommended), 50OGB Free Disk Space, 2GHz Processor, Windows 7 or higher OS (64
bit), Resolution (min) 1024 x 768 (16 bit or higher), USB 2.0 Memory Card Reader(required for import station). If the
Purchaser is providing a PC for use as a server for the VeriPic Application Server and/or Database, it does not have
to be a dedicated server, but it should meet the minimum specifications as follows: 4GB of RAM (8GB
recommended), 2TB Free Disk Space for the VeriPic Application, Dual Core Processor, Windows 7-Windows
Server 2012 (64 bit), Resolution (min) 1024 x 768,DVD-RW or Blu-ray-RW: required if backing up onto optical disks,
External Hard Drive: required if backing up onto an external hard drive, and a USB 3.0 port. The Purchaser must
supply SQL Server 2005 or higher and the appropriate number of SQL Server processor or client access licenses.
4. Delivery: Normal delivery is 1 to 4 weeks from receipt of the Purchase Order. If there is a delay in delivery for
certain components, but the majority of the Purchase Order is available for shipment, VeriPic will ship the items
separately and invoice for the individual items upon delivery.
5. Shipping: Goods purchased hereunder shall be delivered to Purchaser at the address specified herein. All
shipping charges shall be prepaid by the Purchaser, unless otherwise agreed upon by the parties in writing.
6. Acceptance: Purchaser shall have the right to inspect the goods within 7 days'time after delivery. Purchaser shall
be liable for any casualty to the goods following acceptance, except as specified herein under Maintenance Terms
and Conditions.
7. Limited Warranty. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIPIC AND ITS AFFILIATES,
SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE
SOFTWARE. VERIPIC ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIPIC, ITS
AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A)ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR
PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VERIPIC HAS BEEN WARNED OF SUCH
DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B)AGGREGATE LIABILITY FOR
ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY
YOU TO VERIPIC FOR THE PAST 12 MONTHS OF THE SERVICES OR PRODUCTS IN QUESTION.
9. Marketing: VeriPic may, for marketing purposes, include the name of the customer organization and any details
about the use of VeriPic's products that are publicly known at the time that VeriPic, Inc. publishes such information.
Purchaser may, at its option, request any specific publicly known information about Purchaser to not used by VeriPic
in its marketing efforts. Such requests must be dated and be in writing and sent to VeriPic at its headquarters at
1879 Lundy Ave. Suite 286, San Jose, CA 95131-1884. Each such written request shall be deemed to be valid for a
period of 1 year from the date received and be deemed to have expired after 1 year unless renewed by notifying
VeriPic in writing.
10. Force Majeure. VeriPic may, without liability, delay performance or cancel this Agreement on account of force
majeure events or other circumstances beyond its control including but not limited to, strikes, acts of God, political
Rev.4/3/17
QEfft VeriPic,Inc.Solution
VeriPic "Protect the Proof'
P.O. Box 610801
San Jose,CA 95161-0801
Phone:888-VERIPIC
unrest, embargo, failure of source supply, or casualty.
11. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws
of the State of California, County of Santa Clara. You, the Purchaser or as a representative of the Purchaser with the
authority to act on behalf of the Purchaser, will agree that VeriPic is a California Corporation with its headquarters
located at 1879 Lundy Ave., Suite 286, San Jose, CA 95131-1884. You also agree that VeriPic has only one
location located in San Jose, California and does not have Nexus in any other location.Any laws, taxes, licenses or
government regulation applying to any entities located outside of San Jose, California or the County of Santa Clara
does not apply to VeriPic due to VeriPic only having Nexus within the County of Santa Clara.
12. Transfer. You may not rent, lease, lend, sell, redistribute, or sub-license the Software. You may not transfer
copies of the software to any other party.
13. Entire Agreement. This Agreement and its Attachments constitute the complete and exclusive agreement
between VeriPic and Purchaser with respect to the subject matter hereof and supersedes all prior oral or written
understandings, communications, or agreements not specifically incorporated herein. This Agreement may not be
modified except in a writing duly signed by an authorized representative of VeriPic and Purchaser. This Agreement
creates no third-party beneficiary rights.
Pricing Terms and Conditions
14. Quotations: Written Price Quotations by VeriPic automatically expire 60 days from the date provided on the
Price Quotation, unless otherwise agreed upon by the parties. Price Quotations are written based on current product
pricing and all prices are subject to change after the expiration date.
15. Hardware Purchases: If the Purchaser is purchasing hardware, then the Purchaser is required to pay VeriPic
50% of the total purchase price up front, prior to the shipment of the product(s). The Purchaser must pay the
remaining 50% of the purchase price within 30 days of receipt of the invoice from VeriPic. Purchaser shall be
responsible for all hardware cable and wiring maintenance.
16. Late Payment- If VeriPic does not receive payment from Purchaser within 30 days of receipt of the invoice, then
the account will be placed on a credit and service hold. A late payment penalty of 10% of the purchase price will be
added to the outstanding balance for each month the payment is late. This penalty is for late payment of an issued
invoice and is different from the penalty for lapsed payment of services covered in paragraphs 2e and 2f.
17. Maintenance Pricing: If the software purchased through VeriPic was created by VeriPic, then the cost of
Maintenance will be 20% of the current list price for the products purchased for a Maintenance Term of 12 months.
Maintenance must be renewed on an annual basis and product pricing is subject to change.
Maintenance Terms and Conditions
18. Maintenance Term: The VeriPic Maintenance Term is indicated above in months, commencing on date of
purchase, and includes the following services:
a. Regular updates to the purchased system.
b. Phone and email technical and customer support.
c.The addition of any camera models to the VeriPic compatibility list for Digital Evidence Manager during the
Maintenance Term, at Purchaser's request. Purchaser shall be responsible for all shipping costs and liabilities
associated with the shipment of camera equipment to VeriPic. In rare cases, some cameras may have security flaws
that prevent camera driver creation and in such instances, the photos from the camera may still be secured and
stored in the VeriPic system but Authentication may not be possible. VeriPic is not responsible for security flaws
found within certain cameras, such design flaws must be addressed by the camera manufacturer. The addition of the
camera driver will be accomplished only if our technical staff determines that it is technically possible.
19. Replacement License Keys: VeriPic's products used to be governed by a license key in years past. This
license key is now obsolete and unavailable and no longer supported.VeriPic no longer produces the license key. All
Rev.4/3/17
VeriPic,Inc.Solution
VeriPic "Protect the Proof'
P.0. Box 610801
San Jose,CA 95161-0801
Phone:888-VERIPIC
of VeriPic's current software is now licensed through activation via an internet connection. Internet based license
activation services require your SLMA or SaaS payments to be current. If your SLMA or SaaS payments have
lapsed, please see sections 2. (e) and 2. (f) on how to cure a lapse of your payments and bring your account current.
20. Hardware Purchases: If computer hardware or camera hardware is purchased through VeriPic, such hardware
includes a 90 Day Warranty by default. Such warranty covers any repairs or the replacement of any parts found to
be defective with parts of similar or better specifications. This provision does not cover repair or replacement of
computer or other hardware parts not purchased through VeriPic, nor does it cover damage due to abuse, misuse or
negligence by the Purchaser. Extended warranty beyond 90 days may be purchased from VeriPic at additional cost.
21. Support: Support service during the Maintenance Term will cover all aspects of the normal operation,
maintenance, and usage of the VeriPic system, but excludes any discussion and disclosure of VeriPic trade secrets
in accordance with the California Uniform Trade Secret Act.
22. Automatic Renewal: At the end of the specified term this agreement automatically renews on a 1 year basis
unless customer has purchased multiple. To terminate the contract customer must send a written notice by Certified
or Registered mail to VeriPic. VeriPic must receive this notice no less than 30 days and nor more than 60 days prior
to the expiration of the contract. If the contract is not received in the appropriate time it automatically renews for one
(1) year.
VeriPic may, at its option, terminate or modify the terms of this contract by giving the customer notice of such
changes a minimum of 30 days in advance of each renewal date. VeriPic may include new terms and conditions,
changes in pricing or other changes with the normal correspondence, quotes or invoices without the need for using
Certified or Registered mail.
VeriPic Return Policy
23. No refunds available for any VeriPic product. Any claims of defects in the product are covered by the terms of the
LIMITED WARRANTY. No refund available for and unused SLMA or any SaaS portion as SLMA and SaaS software
is paid on a pre-paid basis. Any products sold by VeriPic but manufactured by another company shall be covered by
the manufacturer's warranty offered by that company.
Rev. C17_08_08
I have read and understand the above terms and conditions.
Signature
Date
Rev.4/3/17
Addendum to Contract
This Agreement("Agreement") contains the terms and conditions that govern your access to and use of the Software
Services (as defined below) and this is an Agreement between VeriPic, Inc. ("VeriPic, "we," "us," or"our") and you, or
the entity you represent, ("you," or"Customer"). Your use of VeriPic's software or services constitute your agreement
with the Terms and Conditions included here. You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account ("End Users") may access and use the Software in accordance with the terms of this
Agreement.
Product Terms& Conditions
This Agreement("Agreement") contains the terms and conditions that govern your access to and use of the Software
Services (as defined below) and this is an Agreement between VeriPic, Inc. ("VeriPic, "we,""us," or"our") and you, or
the entity you represent, ("you," or"Customer"). Your use of VeriPic's software or services constitute your agreement
with the Terms and Conditions included here. You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account("End Users") may access and use the Software in accordance with the terms of this
Agreement.
1.Agreement: Upon purchase of any VeriPic product, the following terms and conditions constitute the entire
agreement between VeriPic Inc., and you, the Purchaser. The following terms and conditions shall replace all other
prior statements, representation and agreements, oral or written, made by the parties or their representatives.
usingsystern as 10 times the number of CONCURRENT "Genses. If Y061 pUrGhased these "Gense(s) OR a Sc)ftware as a
SeFVOGe (SaaS) basis you may Gnly use this or these IiGenseG 6e IGRg as yGur Saag payments aFe GuFrent.
should P61FGhase eRGugh IiGenses to allow all ORdividuals whe will be 616iRg the SeftwaFe to have a IiGense they Gan
use without shaFiRg. AGGOURt users Fnay net share ERd 1.16er aGGGURt lGgiR IiGeRses. AIIOWORg moFe than GRe End
User tG share the same lGqiR GredeRtial or lig-eRse, is a vielation Af this gFeeMeRt and also haFm6 the rhain A
User to share a liGense PUFGhaser assumes all liability with the use of VeFiPiG prodUGts and agrees to hold Veri
G61rreRt. If YOU P61FGhased these 1iGeR6e6 GR aRy basis GtheF than Saag, you must pay fGF and maiRtaiR GL1rFeRt-,-&
the software
the CLOUD without PUFGhasiRg GLOUID 6teFage sePViGP_'_3 frorn yGu aFe GWt of GE)MpliaRGe with this IiGeR6�Rq
agreemeRt. The penalty for being 061t Of GGFnpIianGe is to purGhase the neGessary "Genses or seNiGes for the period
of tame you were out of GGMPIiaRGe plus the GGSt of the S-offivare I_iGP_RGeMaiRtenaRGe AgFeemeRt(as appropFiate-)
at aGGst equal to d. Compl*anr-.P- With Lin-ense Requirements: if you eXGeed the number:of allo�.Aied users or you store the data en of the list PFiGe for those serViGes atthe-time you needed to make6YGhP61FGhases to have
0
lapse plus the IR the event of a lapse, VeriRiG Will Ret pFovide Y061F G)FganizatiGRserviGes 6intd you've paidtG GGVeF the perio d of
digGont'Rwe 6ePViGeG to YOU Of your payment f o.r s-_-o_,h6,ePViGe6 06 Rot GUrrent. IR eFder to GWre the lapse, YGU Will R
f. Payments (Applies to SaaS -or Clo-i-id data storage). If you are OR a G-1-01-0 640-irage plan, VeriPiG May
G61Frent. in the event of a lapse, VeriPiG Will at Ieac6t 12 meRth6 befGFe delet!Rg aRy data it has 0
its GIGWd servers and VeFiPiG, has, at it6 optiOR, the ability to move 6unh data te IAWeF GG6tsteFage
faGility in the eVeRt of a lapse of payrAeRt. VeriPiG W41 pre_16 e PV e s u r-,h data that it may have pos6e6sien for a
of 12 monthsGr that organization 06 not GUrrent on their payments for a period of 12 months, VeriPiG no IongeF
iders that eFgaRizat'GR to be a payiRg G616terneF and has, at VeFiRiG'S Gpt'GR, the ability to di pese of that data
6hall have no liability feF haviRg takeR this aGt'GR. This penalty 06 sepaFate from a penalty for late paymeRtef an
bit), ResGIWti9R (Fn'R) 1024 x 7-6 8 1 1 ar), LJS6 2.0 Memory Card Reader(requiFed foF impoi:t statioR). if the
to be a dediGated 6epver, but it should meet the minimum 6peGification6 as follows. 4GB of RAM (8GB
External Hard DFive� Fequired of baGking up ento aReXteFRal hard drive, and a 1JSB 3.0 port. The PUrGhaser must
4. Delivery: Normal delivery is 1 to 4 weeks from receipt of the Purchase Order. If there is a delay in delivery for
certain components, but the majority of the Purchase Order is available for shipment, VeriPic will ship the items
separately and invoice for the individual items upon delivery.
5. Shipping: Goods purchased hereunder shall be delivered to Purchaser at the address specified herein. All
shipping charges shall be prepaid by the Purchaser, unless otherwise agreed upon by the parties in writing.
6.Acceptance: Purchaser shall have the right to inspect the goods within 30 days'time after delivery. Purchaser shall
be liable for any casualty to the goods following acceptance, except as specified herein under Maintenance Terms
and Conditions.
7. Limited Warranty. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIPIC AND ITS AFFILIATES,
SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE
SOFTWARE. VERIPIC ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIPIC, ITS
AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A)ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF BUSINESS OR
PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VERIPIC HAS BEEN WARNED OF SUCH
DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B)AGGREGATE LIABILITY FOR
ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU
TO VERIPIC FOR THE PAST 12 MONTHS OF THE SERVICES OR PRODUCTS IN QUESTION.
9. Marketing: VeriPic may, for marketing purposes, include the name of the customer organization and any details
about the use of VeriPic's products that are publicly known at the time that VeriPic, Inc. publishes such information.
Purchaser may, at its option, request any specific publicly known information about Purchaser to not used by VeriPic
in its marketing efforts. Such requests must be dated and be in writing and sent to VeriPic at its headquarters at
1879 Lundy Ave. Suite 286, San Jose, CA 95131-1884. Each such written request shall be deemed to be valid for a
period of 1 year from the date received and be deemed to have expired after 1 year unless renewed by notifying
VeriPic in writing.
10. Force Majeure. VeriPic may, without liability, delay performance or cancel this Agreement on account of force
majeure events or other circumstances beyond its control including but not limited to, strikes by non-VeriPic employees,
acts of God, political unrest, embargo, failure of source supply, or casualty.
11. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws
of the State of Washington, King County.
12. Transfer. You may not rent, lease, lend, sell, redistribute, or sub-license the Software. You may not transfer
copies of the software to any other party.
13. Entire Agreement. This Agreement and its Attachments constitute the complete and exclusive agreement
between VeriPic and Purchaser with respect to the subject matter hereof and supersedes all prior oral or written
understandings, communications, or agreements not specifically incorporated herein. This Agreement may not be
modified except in a writing duly signed by an authorized representative of VeriPic and Purchaser. This Agreement
creates no third-party beneficiary rights.
Pricing Terms and Conditions
14. Quotations: Written Price Quotations by VeriPic automatically expire 60 days from the date provided on the Price
Quotation, unless otherwise agreed upon by the parties. Price Quotations are written based on current product pricing and
all prices are subject to change after the expiration date. Before the data transfer is completed, Purchaser shall remit
payment of 90% of the invoice amount($27,000)to VeriPic. Once the data transfer is complete and the results verified
and accepted by Purchaser as accurate, Purchaser shall remit payment on the remaining 10% ($3,000).
15. Hardware Purchases: If the Purchaser is purchasing hardware, then the Purchaser is required to pay VeriPic
50% of the total purchase price up front, prior to the shipment of the product(s). The Purchaser must pay the
remaining 50% of the purchase price within 30 days of receipt of the invoice from VeriPic. Purchaser shall be
responsible for all hardware cable and wiring maintenance.
16. Late Payment- If VeriPic does not receive payment from Purchaser within 30 days of receipt of the invoice, then
the account will be placed on a credit and service hold. A late payment penalty of 10% of the purchase price will be
added to the outstanding balance for each month the payment is late. This penalty is for late payment of an issued
invoice and is different from the penalty for lapsed payment of services covered in paragraphs 2e and 2f.
17. Maintenance Pricing: If the software purchased through VeriPic was created by VeriPic, then the cost of
Maintenance will be 20% of the current list price for the products purchased for a Maintenance Term of 12 months.
Maintenance must be renewed on an annual basis and product pricing is subject to change.
MaiintenanGe Terms and Condoteens
18. MaontenanGe Term: The VeFiPiG MaiRteRanre Term above iR MG)Rth 9 on date of
a. Regular updates to then FGhased system
20. Hardware PurGhases: If GOFnputer hardware or Garnera hardware 06 P61FGhased through VeriPiG, GUGh hardware
nGludes a 90 Day Warranty by default. S61Gh waFraRty GGvers aRy repairs er the replane-MeRt of;;.Ay parts fGURd tG
be d8feGtive with parts of si.milar or better SpeGifiGations. This provision does nOt Gover repair Gr replaGeMeRt Gf
GOMputer or ether haFdware paFt6 nGt PUFGhased through VeriPiG, RGF dOe6 it GGveF damage due to abu6e, misuse Gr
21. SuppeFt. Support sePViGe dUFiRg the MaintenaRGe Term Will Gover all aspeGtS of the normal eperatioR,
ma'RtenanGe, and usage ef the VeFiPiG system, but eXGIwdes any 660_166;iG.n and- disr_,Ies�ure of VerQir.trade se-A-F
22. Automatic- Renew.Aral- At the eRd of the speGified term this agreemeRt autemat"Gally Fenews GR a 1 yeaF basis-
Gr RegisteFed mail to VeFiPiG. VeFiPiG MUSt reGeive this RG)tiGe RG less than 30 day6 and ReF meFe than 60 days . i
'1'
Certified or Registered mail,
VeriPic Return Policy
23. No refunds available for any VeriPic product. Any claims of defects in the product are covered by the terms of the
LIMITED WARRANTY. No refund available for and unused SLMA or any SaaS portion as SLMA and SaaS software
is paid on a pre-paid basis. Any products sold by VeriPic but manufactured by another company shall be covered by
the manufacturer's warranty offered by that company.
Rev. C17_08_08
Kellie Sanker
VeriPic Representative, Print Name Mayor, City of Kent, Print Natne
az�yaoo-�_ 7--n
VeriPic Representative,Signature Mayor, City of Kent,Sign ture
January 23, 2020 Z I -I 1--1z
Date Date