HomeMy WebLinkAboutCAG2018-1006 - Original - Vintra - Master Subscription Agreement & 2019 FulcrumAI Cloud Team Plan PO - 12/17/2018ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
o Director or Designee o Mayor
Date of Council Approval:
Budget Account Number:
Budget? o Yes o No
Grant? o Yes o No
Type:Review/Signatures/RoutingDate Received by City Attorney:Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
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Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? o Yes o No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
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Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Master Subscription Agreement
Vintra, Inc.
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF SERVICES MADE AVAILABLE BY
VINTRA, INC. (“WE,” “US” OR “VINTRA”).
BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT,BY CLICKING A BOX
INDICATING YOUR ACCEPTANCE,YOU AGREE TO THE TERMS OF THIS AGREEMENT.IF YOU
ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES
TO THESE TERMS AND CONDITIONS,IN WHICH CASE THE TERMS "YOU"OR "YOUR"SHALL
REFER TO SUCH ENTITY AND ITS AFFILIATES.IF YOU DO NOT HAVE SUCH AUTHORITY,OR IF
YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST NOT ACCEPT THIS
AGREEMENT AND MAY NOT USE THE SERVICES.
1.DEFINITIONS
“Agreement” means this Master Subscription Agreement.
“Content”means information obtained by Vintra from publicly available sources or third party content
providers and made available to You through the Services or pursuant to an Order Form,as more fully
described in the Documentation.
“Documentation”means the applicable Service’s Trust and Compliance documentation,and its usage guides
and policies, as updated from time to time, accessible via login to the applicable Service.
“Non-Vintra Application”means any application,process,functionality,software or service that is provided by
You or a third party and interacts with a Service,including an application that is developed by or for You or
Your video management system.
“Order Form”means an ordering document or online order specifying the Services to be provided under this
Agreement,and that is entered into between You and Us,including any addenda and supplements thereto.If
Your affiliate enters into an Order Form hereunder,such affiliate agrees to be bound by the terms of this
Agreement as if it were an original party hereto.
“Services”means the products and services that are ordered by You under an Order Form,and made available
to You by Us as described in the Documentation.The term “Services”excludes Content and Non-Vintra
Applications.
“User”means an individual who is authorized by You and Us to access any Services and may include Your
employees, consultants, contractors and agents, and third parties with which You transact business.
“You”or “Your”means the customer whose name appears on the Order Form,including affiliates of such
customer which have entered into Order Forms.
“Your Data”means all data,video and infrared footage and other information submitted by or for You to the
Services, excluding Content and Non-Vintra Applications.
2.USE OF SERVICES AND CONTENT
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2.1.Subscriptions.Unless otherwise provided in the applicable Order Form or Documentation, Services and
access to Content are purchased as subscriptions.
2.2.Usage Limits.Services and Content are subject to usage limits, including the quantities specified in Order
Forms. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it
conforms to that limit. If You are unable or unwilling to abide by a contractual usage limit, You will execute an
Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or
pay any invoice for excess usage in accordance with Section 4.2.
2.3.Usage Restrictions.You will not (a) make any Service or Content available to anyone other than Users, or use
any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order
Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent, lease, copy,
modify or create derivative works based on any Service (including any user interfaces) or Content, or include
any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Vintra Application
to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in
violation of third-party privacy rights, (d) use a Service or Non-Vintra Application to store or transmit
malicious code or viruses, (e) interfere with or disrupt the integrity or performance of any Service or
third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its
related systems or networks, (g) frame or mirror any part of any Service or Content, other than framing on
Your own intranets or otherwise for Your own internal business purposes or as permitted in the
Documentation, (h) permit Users’ to use the Service in a manner that breaches this Agreement, (i) attempt to
access, upload, distribute or make available for distribution any proprietary or confidential data to any
Services, unless You have sufficient rights and proper authorizations to do so, or (j) disassemble, reverse
engineer, decompile or extract any element of or otherwise discover any source code embodied in a Service,
Content or any software provided to you by Us, or access it to (1) build a product or service that is competitive
with or similar to any Service, including its features, functions or graphics or (2) determine whether the
Services are within the scope of any patent. Any use of the Services in breach of this Agreement,
Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or
availability of Our services, may result in Our immediate suspension of the Services, however We will use
commercially reasonable efforts to provide You with notice and an opportunity to remedy such violation or
threat prior to such suspension.
2.4.Removal of Content and Non-Vintra Applications.If We are required by a licensor to remove Content, or
receive information that Content provided to You may violate applicable law or third-party rights, We may so
notify You and in such event You will promptly remove such Content from Your systems. If We receive
information that a Non-Vintra Application hosted on or used in conjunction with a Service by You may violate
Our Acceptable Use and External-Facing Services Policy or applicable law or third-party rights, We may so
notify You and in such event You will promptly disable such Non-Vintra Application or modify the Non-Vintra
Application to resolve the potential violation. If You do not take required action in accordance with the above,
We may disable the applicable Content, Service and/or Non-Vintra Application until the potential violation is
resolved.
2.5.Protection of Your Data.We will maintain administrative,physical, and technical safeguards for protection of
the security, confidentiality and integrity of Your Data that is in our possession. Those safeguards will include,
but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data in our
possession by Our personnel except (a) to provide the Services and prevent or address service or technical
problems, (b) as compelled by law in accordance with Section 6.2 below, or (c) as You expressly permit in
writing, including pursuant to Section 5 below.
3.NON-VINTRA PROVIDERS
3.1.We or third parties may make available third-party products or services. Any acquisition or use by You of such
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products or services is solely between You and the applicable Non-Vintra provider. We do not warrant or
support Non-Vintra Applications or other Non-Vintra products or services, unless expressly provided otherwise
in an Order Form. You agree to comply with terms of service of any Non-Vintra Applications with which You
use Services or Content.
3.2.Non-Vintra Applications and Your Data.If You choose to use a Non-Vintra Application with a Service, You
grant Us permission to allow the Non-Vintra Application and its provider to access Your Data as required for
the interoperation of that Non-Vintra Application with the Service. We are not responsible for (i) the
performance of the Services to the extent such Services are affected by any Non-Vintra Application, including
any disclosure, modification or deletion of Your Data resulting from access by such Non-Vintra Application or
its provider, and (ii) any effects our Services may have on any Non-Vintra Application.
3.3 Interoperation with Non-Vintra Applications.The Services may contain features designed to, but not
guaranteed to, interoperate with Non-Vintra Applications. To use such features, You may be required to obtain
access to such Non-Vintra Applications from their providers and may grant Us access to Your account(s) on
such Non-Vintra Applications. We cannot guarantee the continued availability of such Service features, and
may cease providing them without entitling You to any refund, credit, or other compensation.
4.FEES AND PAYMENT FOR SERVICES
4.1.Fees.You will pay all fees specified in Order Forms.Except as otherwise specified herein or in an Order Form,
(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be
decreased during the relevant Subscription Term.
4.2.Invoicing and Payment.If You provide credit card information to Us, You authorize Us to charge such credit
card for all Services listed in the Order Form for the initial Subscription Term and any renewal Subscription
Term(s) as set forth in Section 10.2. Unless otherwise stated in the Order Form, such charges shall be made in
advance annually. If the Order Form specifies that payment will be by a method other than a credit card, We
will invoice You in accordance with such Order Form. Unless otherwise stated in the Order Form, invoiced
charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate
billing and contact information to Us.
4.3.Overdue Charges.Any invoiced amount not paid when due shall accrue interest at the rate of 1.5% per
month, or the maximum rate permitted by law, whichever is lower.
4.4.Suspension of Service and Acceleration.If any amount owing by You under this or any other agreement for
Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have
authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies,
accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately
due and payable, and suspend Our services to You until such amounts are paid in full.
4.5.Taxes.Our fees do not include any taxes, levies,duties or similar governmental assessments (collectively,
“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the
legal obligation to pay or collect Taxes for which You are responsible under this Section 4.6, We will invoice
You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by
the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on
Our income, property and employees.
4.6.Future Functionality.Your purchases are not contingent on the delivery of any future functionality or
features, or dependent on any public comments made by Us regarding future functionality or features.
5.PROPRIETARY RIGHTS AND LICENSES
5.1.Reservation of Rights.Subject to the limited rights expressly granted hereunder, We and Our licensors and
Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including
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all of Our/their related intellectual property rights. You own Your Data and any intellectual property rights
therein.
5.2.Access to and Use of Content.You have the right to access and use applicable Content subject to the terms of
applicable Order Forms, this Agreement and the Documentation.
5.3.License to Host Your Data and Applications.You grant Us and Our applicable contractors a worldwide,
limited-term license to host, copy, display and use any Non-Vintra Applications and Your Data, each as
reasonably necessary for Us to provide, and ensure proper operation of, our Services and associated systems.
5.4.License to Your Data on Services.Upon the completion of any case or investigation involving Your Data that
is video footage, audio data, infrared footage, or time series data, or otherwise upon receiving Your consent,
You hereby grant Us the right to access, use, analyze, modify and disclose any such video footage, audio data,
infrared footage, and time series data that You upload or provide to any online Service, and to provide it to
third party vendors or other third parties to use, analyze and modify, in each case for the purpose of training
Our algorithms, improving our Services, and creating new Services. You hereby represent and warrant that you
will promptly inform us of the completion of any case or investigation involving Your Data that is uploaded to
a Service, and that You have obtained all necessary consents to allow Us to use any uploaded video footage,
audio data, infrared footage, and time series data in accordance with this Agreement.
6.CONFIDENTIALITY
6.1.“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party
(“Receiving Party”), whether orally or in writing,that is designated as confidential or that reasonably should
be understood to be confidential given the nature of the information and the circumstances of disclosure.
However, Confidential Information does not include any information that (i) is or becomes generally known to
the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing
Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv)
was independently developed by the Receiving Party. The Receiving Party will (i) not use any Confidential
Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as
otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the
Disclosing Party to its and its affiliates’ employees and contractors who need access for purposes consistent
with this Agreement and who will abide by the confidentiality and non-use obligations in this Agreement.
Neither party will disclose the terms of this Agreement or any Order Form to any third party (other than its
affiliates, legal counsel and accountants) without the other party’s prior written consent, provided that a party
that makes any such disclosure to a third party will remain responsible for such third parties compliance with
this Section 6. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any
applicable Order Form to a subcontractor or Non-Vintra Application Provider to the extent necessary to
perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective
as set forth herein.
6.2.Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party to
the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of
the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's
cost, if the Disclosing Party wishes to contest the disclosure.
7.REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
7.1.Representations.Each party represents that it has validly entered into this Agreement and has the legal power
to do so.
7.2.Our Warranties.We warrant that during an applicable Subscription Term (a) this Agreement, the Order
Forms and the Documentation will accurately describe the applicable administrative, physical, and technical
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safeguards for protection of the security, confidentiality and integrity of Your Data that is in our possession, (b)
We will not materially decrease the overall security of the Services, and (c) the Services will perform
materially in accordance with the applicable Documentation. For any breach of a warranty above, Your
exclusive remedies are those described in Sections 10.3 and 10.4 below.
7.3.Disclaimers.EXCEPT AS EXPRESSLY PROVIDED HEREIN,NEITHER PARTY MAKES ANY
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND
EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY
DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR
DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
8.MUTUAL INDEMNIFICATION
8.1.Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought
against You by a third party alleging that any Service infringes or misappropriates such third party’s
intellectual property rights (a “Claim Against You ”),and will indemnify You from any damages, attorney fees
and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved
by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim
Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We
may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all
reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation
claim related to a Service, We may, at Our discretion and expense, (i) modify the Services so that they are no
longer claimed to infringe or misappropriate, (ii) obtain a license for Your continued use of that Service in
accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written
notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The
above defense and indemnification obligations do not apply if a Claim Against You (1) arises from the use or
combination of our Services or any part thereof with software, hardware, data, or processes not provided by
Us, if our Services or use thereof would not infringe without such combination or (2) arises from Content, a
Non-Vintra Application or Your use of the Services in violation of this Agreement.
8.2.Indemnification by You.You will defend Us and Our affiliates against any claim, demand, suit or proceeding
made or brought against Us by a third party alleging that (a) any of Your Data or Your use of Your Data with
our Services, (b) a Non-Vintra Application provided by You, or (c) the combination of a Non-Vintra
Application provided by You and used with Our Services, infringes or misappropriates such third party’s
intellectual property rights, or arising from Your use of the Services or Content in an unlawful manner or in
violation of the Agreement (each a “Claim Against Us”), and You will indemnify Us from any damages,
attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a
settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written
notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against
Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability),
and (c) give You all reasonable assistance, at Your expense.
8.3.Exclusive Remedy.This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s
exclusive remedy against, the other party for any claim described in this Section 8.
9.LIMITATION OF LIABILITY
9.1.Limitation of Liability.IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY AND
ITS AFFILIATES RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU
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AND YOUR AFFILIATES HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST
INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY
WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS
UNDER SECTION 4.
9.2.Exclusion of Consequential and Related Damages.IN NO EVENT WILL EITHER PARTY OR ITS
AFFILIATES HAVE ANY LIABILITY RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS,
REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS
INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT
AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.TERM AND TERMINATION
10.1.Term.This Agreement commences on the date stated on the applicable Order Form and continues until all
subscriptions granted under the Order Form have expired or have been terminated.
10.2.Term of Purchased Subscriptions.The term of each subscription shall be as specified in the applicable Order
Form (together with any renewal term, the “Subscription Term”). Except as otherwise specified in an Order
Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or
one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days
before the end of the then-current Subscription Term. Except as expressly provided in the applicable Order
Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at
the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which
subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal
without regard to the prior term’s per-unit pricing.
10.3.Termination.A party may terminate this Agreement for cause (i) upon 30 days written notice to the other
party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other
party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.
10.4.Refund or Payment upon Termination.If this Agreement is terminated by You in accordance with Section
10.3, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the
effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.3, You will
pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve
You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.5.Your Data Portability and Deletion.Upon request by You made within 30 days after the effective date of
termination or expiration of this Agreement, We will make Your Data available to You for export or download
as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide
any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data
in Our systems or otherwise in Our possession or control, unless legally prohibited.
10.6.Effect of Termination.Upon expiration or termination of this Agreement, You must immediately cease all use
of the Services and destroy all copies of the Service.Sections 2.4, 4, 5.1, 5.4, 6, 7, 8, 9, 10.4, 10.5,10.6, 11
and 12 will survive any termination or expiration of this Agreement.
11.NOTICES, GOVERNING LAW AND JURISDICTION
11.1.Manner of Giving Notice.Except as otherwise specified in this Agreement, all notices related to this
Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after
mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall
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clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be
addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the
relevant Services system administrator designated by You.
11.2.Arbitration; No Class Action; Jury Trial Waiver.The parties shall endeavor to resolve any dispute arising
out of or related to this Agreement (the “Dispute”),by negotiation. Any Dispute which remains unresolved 30
days after either party gives written notice of the existence of such Dispute shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed under such rules.
The place of arbitration shall be San Jose, California. Judgment on the award may be entered in any court
having jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all
materials in the proceedings created for the purpose of the arbitration and all other documents produced by
another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may
be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in
legal proceedings before a court or other judicial authority. Any arbitration will take place on an individual
basis and not in a class, consolidated or representative action. If a claim proceeds in court rather than in
arbitration each party waives any right to a jury trial.
11.3.Governing Law and Jurisdiction.This Agreement will be governed by and construed in accordance with the
laws of California without giving effect to any choice of laws principles. All claims arising out of this
Agreement will upon Our request be adjudicated in the state or federal courts sitting in Santa Clara County,
California, except that either party may seek injunctive or equitable relief from any court of competent
jurisdiction.
12.GENERAL PROVISIONS
12.1.Legal Compliance; Export Administration; and Government Users.By accepting this Agreement You
represent and warrant that You and Your Users (i) are not located in a jurisdiction that is subject to a U.S.
government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country,
and will not use any Service in such jurisdictions; (ii) are not listed on any U.S. government list of prohibited
or restricted parties; and (iii) will comply fully with all relevant export laws and regulations of the United
States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export
Controls”). If You are an agency or instrumentality of the United States Government, any Service and the
software accessed there through constitutes “commercial computer software” and the Documentation
constitutes “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202,
and their successors, as applicable, use, reproduction, and disclosure of any Service, the software accessed
there through and Documentation are governed by the terms of this Agreement.
12.2.Entire Agreement and Order of Precedence.This Agreement is the entire agreement between You and Us
regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its subject matter.
12.3.Assignment.Neither party may assign or transfer any of its rights or obligations hereunder without the other
party’s prior written consent. This Agreement will bind and inure to the benefit of the parties, their respective
successors and permitted assigns.
12.4.Relationship of the Parties.The parties are independent contractors. This Agreement does not create a
partnership, joint venture, agency, or employment relationship between the parties.
12.5.Waiver.No failure or delay by either party in exercising any right under this Agreement will constitute a
waiver of that right.
12.6.Severability.If any provision of this Agreement is held to be contrary to law, the provision will be deemed
null and void, and the remaining provisions of this Agreement will remain in effect.
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Description Ext. Cost Sales TaxUnit CostQuantity Total CostItem #
Subtotal:
Total:
Sales Tax:
Approved by:
Mayor's Signature: ____________________________________
(Required for contracts over $20,000)
Order #:
Ordered By:
Order Date:
Bill to: City of KentShip to: City of Kent
This document is hereby deemed a valid purchase order and authorizes the procurement
of the materials and/or services indicated. Please let us know immediately if you are unable
to ship the complete order.
Accounts Payable
220 4th Avenue South
Kent, WA 98032
Phone: (253) 856-5230
Order number must appear on all invoices, packages, etc.
City of Kent Purchase Order
Vendor:
Line
Payment Terms Net 30
149367
12/13/2018
cwhite@kentwa.govOP
1931709
Vintra Inc
1530 The Alameda Ste 205
San Jose, CA 95126
Police Department
400 West Gowe Street
Suite 122
Kent, WA 98032
Debra Lynn Douglas
Police-Administration
253-856-5874
Kammerzell, Derek V
9,588.00
.00
9,588.00
1 SIU-Video Review Service | Annual Subscription for Svc 1 9,588.00 9,588.00 9,588.00
2 SIU-Video Review Service | Estimate 1059, Dated 12/7/18