HomeMy WebLinkAboutCAG2021-472 - Original - Grayshift, LLC - GrayKey License - 11/12/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Di Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingComments:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
Date Received: City Attorney: 10/20/21 Date Routed: Mayor's Office:
**Mayor to sign on pages 5 & 7.
Page 1 of 4
SWRS FINAL 1.7.2021
SWRS 7.27.2021 NCT
Kent 10.28.2021
GRAYSHIFT, LLC
END USER LICENSE TERMS
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING,
INSTALLING OR USING GRAYSHIFT -SUPPLIED SOFTWARE AS PART OF THE GRAYSHIFT PRODUCT (THE
“PRODUCT”) CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
THIS PRODUCT CONTAINS CERTAIN SOFTWARE (“SOFTWARE”) AND OTHER PROPRIETARY MATERIAL, THE
USE OF WHICH IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT USE THE SOF TWARE. YOUR
USING THE PRODUCT OR SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE
WITH ALL TERMS, YOU MUST RETURN THE PRODUCT, ALL MANUALS AND DOCUMENTATION, AND PROOF
OF PAYMENT AND DISCONTINUE USE OF THE SOFTWARE. WRITTEN APPROVAL I S NOT A PREREQUISITE TO
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN
APPROVAL BY OR ON BEHALF OF GRAYSHIFT SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.
IF YOU HAVE ORDERED THIS PRODUCT, GRAYSHIFT’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON YOUR
ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
1. ACCEPTANCE AND DELIVERY. Software will
be provided by electronic means. Acceptance of Software
(“Acceptance”) shall be automatic upon the successful
completion of Grayshift’s standard installation procedures on
the Product.
2. LICENSE GRANT. Subject to the terms of this
Agreement and for the consideration specified in the Order
(defined below), Grayshift, LLC (“Grayshift”) hereby grants to
you (“Licensee” or “You”) a limited, revocable,
nontransferable, non-assignable, non-sublicensable, non-
exclusive license to use and allow Authorized Users to use the
Software, in object code form, solely as such Software is
embedded in proprietary equipment provided herewith
(“Product”) and solely for purposes of accessing mobile devices
(“Devices”) in your possession or control. You may only use
the Product at the authorized physical locations (the
“Authorized Locations”) specified in your online order (the
“Order”) or that you have otherwise registered with Grayshift
and you acknowledge and agree that in order for the Product to
function properly in online mode, you must be connected to the
Internet. When you are using the Product in offline mode, you
do not need to be connected to the Internet. Grayshift may use
certain third-party monitoring tools to ensure that you are in
compliance with the foregoing restrictions, which such tools
may be subject to Third Party Components terms as further
described herein. For purposes of this Agreement, “Authorized
Users” means collectively, employees, agents, or contractors of
Licensee accessing or using the Product.
3. THIRD PARTY COMPONENTS. The
Software makes use of or otherwise incorporates third party
components, including certain Google Maps features and
content. Use of Google Maps features and content is subject to
the then-current versions of the: (1) Google Maps/Google Earth
Additional Terms of Service
at https://maps.google.com/help/terms_maps.html; and (2)
Google Privacy Policy at
https://www.google.com/policies/privacy/.
4. LICENSE RESTRICTIONS. Notwithstanding
anything to the contrary in this Agreement, Licensee will not
(or allow an Authorized User to): (a) modify any Product; (b)
reverse compile, reverse assemble, reverse engineer or
otherwise translate all or any portion of any Product; (c) pledge,
rent, lease, share, distribute, sell or create derivative works of
any Product; (d) use any Product on a time sharing, service
bureau, application service provider (ASP), rental or other
similar basis; (e) make copies of any Product, except as
provided for in the license grant above; (e) remove, alter or
deface (or attempt any of the foregoing) proprietary notices,
labels or marks in any Product; (f) distribute any copy of any
Software to any third party, including without limitation selling
any Product in a secondhand market; (g) use any Software other
than with Products provided by Grayshift; (h) use the Product
other than at an Authorized Location; (i) deactivate, modify or
impair the functioning of any disabling code in any Software;
(j) circumvent or disable Grayshift copyright protection
mechanisms or license management mechanisms; (k) use any
Product in violation of any applicable Law or to support any
illegal activity; or (l) use any Product to violate any rights of
any third party. Grayshift expressly reserves the right to seek all
available legal and equitable remedies to prevent any of the
foregoing and to recover any lost profits, damages or costs
resulting from any of the foregoing.
5. FEES. Licensee shall pay the license fees set forth in
the relevant Purchase Order for the Software and Product.
Licensee will be responsible for payment of any applicable
sales, use and other taxes and all applicable export and import
fees, customs duties and similar charges (other than taxes based
on Grayshift’s income), and any related penalties and interest
for the grant of license rights hereunder, or the delivery of
related services. Licensee will make all required payments to
Grayshift free and clear of, and without reduction for, any
withholding taxes. Any portion of any amount payable
hereunder that is not paid when due will accrue interest at two
percent (2%) per month or the maximum rate permitted by
applicable law, whichever is less, from the due date until paid.
DocuSign Envelope ID: 2877B0E5-6341-45A3-91D0-E1468A1F3DCF
Page 2 of 4
SWRS FINAL 1.7.2021
SWRS 7.27.2021 NCT
Kent 10.28.2021
6. SUPPORT. Grayshift will provide support services
(including updates and upgrades) for the Software as specified
in the Order and in accordance with the support terms located
at https://grayshift.com,
7. TITLE. As between the parties, Grayshift and its
licensors retain all right, title, and interest, including, without
limitation, all intellectual property rights to the Product.
Licensee understands that Grayshift may modify or discontinue
offering the Product at any time. The Product is protected by
the copyright laws of the United States and international
copyright treaties. This Agreement does not give Licensee any
rights not expressly granted herein. This Agreement does not
constitute a sale of the Product or any portion or copy of it. All
rights not granted are reserved for Grayshift.
8. LIMITATION OF LIABILITY. EXCEPT FOR
GRAYSHIFT’S WARRANTY OBLIGATIONS UNDER
SECTION 10, UNDER NO LEGAL THEORY, INCLUDING,
BUT NOT LIMITED TO, NEGLIGENCE, TORT,
CONTRACT, STRICT LIABILITY, OR OTHERWISE,
SHALL GRAYSHIFT OR ITS LICENSORS BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY, RELIANCE OR
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF
GOODWILL, WORK STOPPAGE, ACCURACY OF
RESULTS, COMPUTER FAILURE OR MALFUNCTION,
OR DAMAGES RESULTING FROM USE. GRAYSHIFT’S
LIABILITY FOR DAMAGES OF ANY KIND
WHATSOEVER ARISING OUT OF THIS AGREEMENT
SHALL BE LIMITED TO THE FEES PAID BY LICENSEE
FOR THE PRODUCT.
9. LICENSEE WARRANTIES. Licensee represents,
warrants and covenants to Grayshift that (a) only Authorized
Users of Licensee who have obtained any necessary consents
and approvals pursuant to applicable laws shall be permitted to
use any of the Grayshift Products in connection with any
Devices; (b) Licensee and its Authorized Users shall only use
the Products and Software in compliance with all applicable
laws; and (c) Licensee and its Authorized Users shall only use
the Products and Software in accordance with the consents and
approvals obtained pursuant to applicable laws.
10.WARRANTY DISCLAIMER. EXCEPT AS SET
FORTH ABOVE, GRAYSHIFT PROVIDES THE PRODUCT
“AS IS” AND WITHOUT WARRANTY OF ANY KIND
EXCEPT FOR A WARRANTY OF NON-INFRINGEMENT,
AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, PERFORMANCE,
ACCURACY, RELIABILITY, QUIET ENJOYMENT,
INTEGRATION, TITLE, AND NON-INTERFERENCE .
FURTHER, GRAYSHIFT DOES NOT WARRANT,
GUARANTEE, OR MAKE ANY REPRESENTATIONS
THAT THE PRODUCT OR SOFTWARE WILL BE FREE
FROM BUGS OR THAT ITS USE WILL BE
UNINTERRUPTED OR THAT THE PRODUCT,
SOFTWARE OR WRITTEN MATERIALS WILL BE
CORRECT, ACCURATE, OR RELIABLE. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT . SHOULD THE
PRODUCT PROVE DEFECTIVE FOLLOWING LICENSE,
LICENSEE (AND NOT GRAYSHIFT) ASSUMES THE
ENTIRE COST OF ALL NECESSARY SERVICING OR
REPAIR, EXCEPT AS MAY OTHERWISE BE PROVIDED
BY A GRAYSHIFT RESELLER OR SUPPORT PROVIDER.
11.CONFIDENTIALITY AND NON-DISCLOSURE
OBLIGATIONS. Licensee, Licensees employees or agents
who require access in order to perform hereunder and all final
users of the Product (collectively, “Receiving Party”) shall not
disclose, use, sell, transmit, inform or make available to any
entity, person or body any of the Confidential Information, as
defined below, nor shall it copy, photograph, or otherwise
reproduce any Confidential Information, except as a necessary
part of performing its obligations hereunder, and shall take all
such actions as are reasonably necessary and appropriate to
preserve and protect the Confidential Information and
Grayshift’s rights therein, at all times exercising the highest
duty of care. Further, the Receiving Party shall not attempt to
use any Confidential Information to discover, reverse compile,
reverse assemble or reverse engineer the Product, including by
removal, disassembly or alteration of any of the Product’s
components, whether internal or external. Receiving Party
agrees to restrict access to Grayshift’s Confidential Information
to those employees or agents who require access in order to
perform hereunder, and, except as otherwise provided, the
Receiving Party shall not make Confidential Information
available to any other person or entity without the prior written
consent of Grayshift.
11.1. For the purposes of this Agreement, “Confidential
Information” means any proprietary, trade secret, financial,
technical and non-technical information related to Grayshift’s
business and current, future and proposed products and services
and any derivatives therefrom containing, including, referring
to, or otherwise reflecting and/or generated from such
Confidential Information. Confidential Information includes,
without limitation, (i) information concerning the methods of
use, internal components, contents, features, functions and
solutions of Grayshift’s software or product offerings
(including the Product and the Software), user manuals
(including the Product User’s Manual), and the terms and
conditions of this Agreement, as updated from time to time; (ii)
information related to Grayshift’s research, development,
design details and specifications, financial information,
procurement requirements, engineering and manufacturing
information, customer lists, business forecasts, sales
information and marketing plans; and (iii) any copies,
photographs, or other reproductions of the foregoing, whether
or not marked as “confidential” or “proprietary.”
11.2. Confidential Information shall not include any
information that is (i) already known to the Receiving Party at
the time of the disclosure; (ii) publicly known at the time of the
disclosure or becomes publicly known through no wrongful act
or failure of the Receiving Party; (iii) subsequently disclosed to
DocuSign Envelope ID: 2877B0E5-6341-45A3-91D0-E1468A1F3DCF
Page 3 of 4
SWRS FINAL 1.7.2021
SWRS 7.27.2021 NCT
Kent 10.28.2021
the Receiving Party on a non-confidential basis by a third party
not having a confidential relationship with Grayshift that
rightfully acquired such information; or (iv) communicated to a
third party by the Receiving Party with Grayshift’s express
written consent.
11.3. A disclosure of Confidential Information that is legally
compelled to be disclosed pursuant to a subpoena, summons,
order or other judicial or governmental process, including the
Public Records Act, RCW Ch. 42.56, shall not be considered a
breach of this Agreement; provided the Receiving Party
promptly notifies Grayshift in writing, if notification is
permitted by law, and uses commercially reasonable efforts to
assist Grayshift, at Grayshift’s expense, in opposing such
disclosure or obtaining a protective order or other reliable
assurance preventing or limiting such disclosure and/or
ensuring that confidential treatment will be accorded to any
Confidential Information that is disclosed. Such disclosure does
not remove the Confidential Information so disclosed from the
protection of this Agreement. No further disclosure beyond the
scope of such order is allowed.
11.4. The Receiving Party acknowledges and agrees that
due to the unique nature of Grayshift’s Confidential
Information, there can be no adequate remedy at law for any
breach of its obligations under this Section 11, that any such
breach will cause irreparable and continuing damage to
Grayshift and, therefore, that upon any such breach or any threat
thereof, Grayshift shall be entitled to whatever remedies it
might have by law and equity, including injunctive relief, a
decree for specific performance, and all other relief as may be
proper (including money damages, if appropriate). The
Receiving Party further acknowledges and agrees that the
covenants contained herein are necessary for the protection of
legitimate business interests and are reasonable in scope.
12. TERM AND TERMINATION. This Agreement
shall continue until terminated as set forth herein.
Notwithstanding the foregoing, the license to any Product is
only during the license term applicable to such Product. The
license term shall be determined in the Order. Grayshift may
also revoke such license and/or terminate this Agreement
immediately without refund or reimbursement if Licensee
violates any provision of this Agreement. Any termination of
this Agreement shall terminate the licenses granted hereunder.
All Confidential Information, Products, Software and/or
derivatives therefrom delivered pursuant to this Agreement
shall be and remain the property of the Grayshift, and upon
expiration or termination of this Agreement for any reason,
Licensee shall destroy (or return, at Grayshift’s election) (i) the
Product; (ii) all hardware that contains copies of the Software;
(iii) all materials in the possession of Licensee in any medium
that contain, refer to, or relate to all other written, printed, or
tangible materials containing Confidential Information; and (iv)
any derivatives therefrom, and shall so certify to Grayshift that
such actions have occurred. No such material shall be retained
or used by the Receiving Party in any form or for any reason,
except as required by law. Except for the license and except as
otherwise expressly provided herein, the terms of this
Agreement, including the Confidentiality and Non-Disclosure
obligations in Section 11 hereto, shall survive expiration and
termination. Notwithstanding any other provision of this
Agreement, the obligations of the parties as to Confidential
Information shall remain binding in perpetuity until such
information no longer qualifies as Confidential Information or
until Grayshift sends the Receiving Party written notice
releasing the Receiving Party from its obligations under Section
11 hereto, whichever occurs first.
13. INDEMNITY. Licensee shall indemnify, defend, or
at its option settle, any third party claim or suit against Grayshift
based on a claim: (i) of any breach of this Agreement by
Licensee, its affiliates, employees, agents, successors and
assigns; and (ii) relating to or based on the negligent activities
conducted by Licensee or its Authorized Users, using or that
used the Software and Product;. Grayshift will notify Licensee
in writing of such claim or suit and give all information and
assistance reasonably requested by Licensee or such designee.
14. GOVERNMENT USE. If Licensee is part of an
agency, department, or other entity of the United States
Government (“Government”), the use, duplication,
reproduction, release, modification, disclosure or transfer of the
Product or any related documentation is restricted in
accordance with the Federal Acquisition Regulation 12.212 for
civilian agencies and the Defense Federal Acquisition
Regulation Supplement 227.7202 for military agencies. The
Product and documentation is a “commercial item”,
“commercial computer software” and “commercial computer
software documentation.” The use of the Product and
documentation is further restricted in accordance with the terms
of this Agreement, or any modifications thereto.
15. EXPORT CONTROLS. Licensee shall comply with
the U.S. Foreign Corrupt Practices Act and all applicable export
laws, restrictions, and regulations of the United States or
foreign agency or authority. Licensee will not export, or allow
the export or re-export, of the Product in violation of any such
laws, restrictions or regulations.
16. MISCELLANEOUS. This Agreement represents the
complete agreement concerning this license between the parties
and supersedes all prior agreements and representations. This
Agreement may be amended only by a writing executed by both
parties. If any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, that provision shall be
limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect
and enforceable. The failure of Grayshift to act with respect to
a breach of this Agreement by Licensee or others does not
constitute a waiver and shall not limit Grayshift’s rights with
respect to such breach or any subsequent breaches. This
Agreement is personal to Licensee and may not be assigned,
sublicensed, or transferred for any reason whatsoever
(including, without limitation, by operation of law, merger,
reorganization, or as a result of an acquisition or change of
control involving Licensee) without Grayshift’s consent and
any action or conduct in violation of the foregoing shall be void
and without effect. This Agreement shall be governed by and
construed under the laws of the State of Washington, U.S.A.
DocuSign Envelope ID: 2877B0E5-6341-45A3-91D0-E1468A1F3DCF
Page 4 of 4
SWRS FINAL 1.7.2021
SWRS 7.27.2021 NCT
Kent 10.28.2021
without regard to the conflicts of laws provisions thereof, and
without regard to the United Nations Convention on Contracts
for the International Sale of Goods. The sole and exclusive
jurisdiction and venue for actions arising under this Agreement
shall be the state and federal courts in Washington; Licensee
hereby agrees to service of process in accordance with the rules
of such court.
GRAYSHIFT, LLC AGENCY:
Signature: Signature:
Name: _____________________________________
Title: ______________________________________
Name:
Title:
Date: Date:
DocuSign Envelope ID: 2877B0E5-6341-45A3-91D0-E1468A1F3DCF
10/28/2021
Mark Snell
Chief Financial Officer
Dana Ralph
Mayor
11/01/2021
Grayshift LLC
931 Monroe Drive NE Suite A102-340
Atlanta, GA 30308
USA
Phone: (833) 472-9539
Quote Number:Q-03294-1
Created Date:10/20/2021
Expiration Date:11/19/2021
Contract Start Date:11/12/2021
CAGE Code:7R0W9
DUNS Number:081045174
NAICS:511210
Ship To
John Waldo
This license will be digitally delivered.
Bill To
John Waldo
Kent Police Department (US)
220 Fourth Avenue South
Kent, Washington 44240
United States
jwaldo@kentwa.gov
SALESPERSON EMAIL DELIVERY METHOD PAYMENT TERMS
Stephen Murray smurray@grayshift.com Digital Net 30
All prices below are in U.S. Dollar
PRODUCT NAME START END PART QTY PRICE EXTENDED
GrayKey License - Essential
Unlimited Consent and BFU Extractions. 30 AFU, Instant Unlock
or Brute Force Advanced actions
Action Credits Included: 30
Renewal for Serial Numbers: 68059dead441101e
11/12/2021 11/11/2022 GKL-ONF-
ES
1.00 9,995.00 9,995.00
GrayKey License - Expansion Pack - 20
20 AFU, Instant Unlock and Brute Force Advanced actions
Action Credits Included: 20
Renewal for Serial Numbers: 68059dead441101e
11/12/2021 11/11/2022 GK-EXP-20 1.00 8,295.00 8,295.00
TOTAL: 18,290.00
Page 1 of 2
Quote Terms
• Delivery of GrayKey requires the end-user's prior acceptance of Grayshift's End User License Terms Agreement ("EULA")
• Your acceptance of this quotation will indicate your acceptance of the terms of Grayshift's EULA, without exception or reservation.
The EULA is available at https://grayshift.com/terms
• License Term includes unlimited extractions and software updates during the license term
• The final invoice may include tax if applicable
• Please reference quote number on payment method
Payment Terms
• Non-payment thirty days after issuance of your invoice may result in a suspended license
• Credit Cards: Major credit cards accepted including Visa, Mastercard, and American Express
• Additional Information: Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local income, use, sales,
value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Grayshift’s net income). In the case
of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Grayshift on account
thereof. As an example, if the price to be paid is $100 but there is, for example, 10% withholding, Grayshift will still directly be paid $100. The payor
may need to “gross up” the overall payment so the amount due Grayshift after any withholding is $100
Terms & Conditions
For online licenses only (not acceptable for the purchase of expansion packs), a signed quote is acceptable in lieu of a purchase order to execute this order under the
following conditions:
a. The intended licensor identified in the quote does not require the issuance of a Purchase Order, and
and
b. The above quote is of a total value less than $50,000 USD
By signing this quote, you certify that the above is accurate and that you are an authorized representative of the intended licensor identified in this quote with the
authority to enter into this agreement.
Signature:
/SI1/
Effective Date:______/______/______
Name (Print):
/PN1/
Title:
/TI1/
Please sign and email to Stephen Murray at smurray@grayshift.com
Grayshift LLC
THANK YOU FOR YOUR BUSINESS!
Page 2 of 2
the attached Agreement.
the attached Agreement
Dana Ralph Mayor
20210111