HomeMy WebLinkAboutCAG2024-072 - Original - Cellebrite, Inc. - Cellphone Extraction Subscription - 02/14/2024 rvn m i T yr nciv t vrris_IHL UaC vtMcr
Sup/Mgr:
eo Agreement Routing Farm DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
EN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
E. Hemmen Police
Date Sent: Date Required:
> 02/14/2024 02/14/2024
0
CQ Mayor or Designee to Sign. Date of Council Approval:
a
Q Interlocal Agreement Uploaded to Website
Budget Account Number: Grant? YesE NOR]
10002100. (0 3600 .3lI 0
Budget?ZYes❑No Type: N/A
Vendor Name: Category:
Cellebrite Inc. Contract
Vendor Number: Sub-Category:
= 227995 Original Q
0
0 Project Name: Cellphone extraction subscription
CProject Details: Product has been used for years. This year price went up and required a
= contract to be signed. Each year subscription will need to be renewed.
Basis for Selection of Contractor:
E Agreement Amount: $38 369.85 Direct Negotiation
N r *Memo to Mayor must be attached
Start Date: 02/155/2024 Termination Date: 02/14/2025
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a No' IfineetsrequirementsperKCC3.70.100,pleasecomplete'VendorPurchase-Loco!Exceptions"form onCityspace.
Local Busil�ess?❑YP.S�
ll� f',ocF:ss�Exempt(KCC 5.01.045) Authorized Signer Verified
Business License Verification: ❑Yes�
Notice 1,equired prior to disclosure? Contract Number:
❑Yesz✓ No CAG2024-072
Comments:
_ _
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Date Received:City Attorney: Zliyl zy Date Routed:Mayor's Office 2/0/2 City Clerk's Office 2/16/24
adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
DocuSign Envelope ID:91678247-5628-4704-8B2C-791DB289993F
Cellebrite Inc.
8065 Leesburg Pike,
Suite T3-302
Vienna,VA22182 i•e Cellebrite orrasaferworldce
USA
Tel.+1 800 942 3415
Fax.+1 201 848 9982
Tax I D#:22-3770059 Quote
DUNS:033095568
CAGE:4C9Q7 Quote# Q-358891-1
Company Website:
h�www.cellebrite.com Date: Nov 22,2023
Billing Information Delivery Information Wire To:
Kent Police Department John Waldo Bank Routing Number:021000021
220 4TH AVE 220 4TH AVE Account Number:761020590
Kent,Washington 98032-5838 Kent,WA 98032-5838 Account Name:Cellebrite Inc.
United States United States
Check Remittance(Only for NA):
Contact:John Waldo Cellebrite Inc.,
Contact:John Waldo Phone:2065731781 PO BOX 23551
Phone:2065731781 New York,NY,10087-3551
End Customer:Kent Police Department
Click here to process with Credit Card payment
By clicking the link above and accepting this quote,
You are expressing your agreement and compliance to and with the terms contained on this quote.
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00070183 Feb 29,2024 Net 30 USD Matt Robinson
Product Code Product Name Qty Start Date End Date Surlal Number Net PrlcelUnit Not Prlce
B-UFD-10-001 UFED 4PC Ultimate 1 Feb 15,2024 Feb 14,2025 1106400166 6,450.00 6,450.00
Subscription
B-PAAS-02-005 Premium as a Service 1 Feb 15,2024 Feb 14,2025 1106400166 0.00 0.00
Pro package
U-AIS-02-135 Premium aaS 140 1 Feb 15,2024 Feb 14,2025 1106400166 28,400.00 28,400.00
Unlocks and Unlimited
Extraction Annual
Subscription
U-AIS-02-139 Premium as a Service 3 Feb 15,2024 Feb 14,2025 1106400166 0.00 0.00
End Point
SubTotal USD 34,850.00
Shipping&Handling USD 0.00
Sales Tax USD 3,519.85
Total USD 38,369.85
Comments:
Quote Number:Q-358891-1
Prepared by Matt Robinson
Panes 1 of 2
DocuSign Envelope ID:91678247-5628-4704-8B2C-791DB289993F
Terms and Conditions:
- This Quote/Proforma Invoice/Tax Invoice,together with the terms and conditions and license agreement listed below that are
incorporated by reference to this Quote/Proforma Invoice(together,the"Agreement'),constitute an offer by Cellebrite.By signing this
the Quote/Proforma Invoice,issuing a purchase order(or other ordering document)in connection with this the Quote/Proforma Invoice,
or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice,the customer agrees to be bound by
the terms of this Agreement.Any additional or different terms or conditions contained in any customer document, purchase order or other
- ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory.
Quote is subject to regulatory approval.
Freight Terms:FCA(NJ)
Limited Warranty:Hardware:12 Months;Software:60 days;Touch Screen:30 days
General:The following terms shall apply to any product at http://legal.cellebrite.com/us/index.htmi
EULA:All Cellebrite Software is licensed subject to the end user license agreement available at hftps://Iegal.cellebrite.com/End-User-
License-Agreement.html
-Advanced Services(CAS):The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.htmi
-Premium:The following terms shall apply only to Cellebrite Premium at http://Iegal.cellebrite.com/intl/PremiumUS.htm
-Pathfinder:The following terms apply to Cellebrite Pathfinder at https://legal.cellebrite.com/PF-Addendum.htm
-Training Services:The following terms apply to Cellebrite Training Services at http://Iegal.cellebrite.com/intl/Training.htm
-SaaS:The following terms apply to Cellebrite SaaS Services at https://Iegal.cellebrite.com/SaaS.htm
-Endpoint Mobile:The following terms apply to Cellebrite Endpoint Mobile at https://Iegal.cellebrite.com/Endpoint-Mobile-Now.htm
In the event of any dispute as to which terms apply,Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
Please indicate the invoice number when remitting payment
'SALES TAX DISCLAIMER:Cellebrite Inc.is required to collect Sales and Use Tax for purchases made from the following certain U.S.
States.Orders are accepted with the understanding that such taxes and charges shall be added,as required by law.Where applicable,
Cellebrite Inc.will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc.Cellebrite Inc.will not
refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax,you must provide us
with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.
Please include the following information on your PO for Cellebrite UFED purchase:
Please include the ORGINAL QUOTE NUMBER(For example-Q-XXXXX)on your PO
CONTACT NAME&NUMBER of individual purchasing and bill to address
-E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality
I,the undersigned,hereby confirm that I am authorized to sign this Quote/Proforma Invoice on behalf the customer identified above,and I
hereby approve that my signature is legally binding u on the customer identified above.
Customer Name: ��i�"T- I'd L.- c+w A L ,-.JL-r T-
Signature: 4 Effective Date:
Name(Print): (� Title:
Please sign and email to Matt Robinson at matt.robinson@cellebrite.com
DocuSlgned by:
A0828�FB31624ED.-
Marque Teegardin
President, Americas
2/13/24
Quote Number:Q-358891-1
Prepared by Matt Robinson
Pane 2 of 2
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED
SOFTWARE (AS PART OF A PRODUCT OR STANDALONE)
CONSTITUTES EXPRESS ACCEPTANCE OF THIS AGREEMENT. CELLEBRITE IS WILLING
TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN
THIS AGREEMENT(THE"EULA"),ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY
BUYER(AS DEFINED BELOW)AND CELLEBRITE, AND ANY"CLICK-ACCEPT"AGREEMENT,
AS APPLICABLE. TO THE EXTENT OF ANY CONFLICT AMONG THIS EULA, ANY
ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE, ANY
"CLICK-ACCEPT" AGREEMENT, ANY TERMS ON A PURCHASE ORDER AND CELLEBRITE'S
TERMS AND CONDITIONS OF SALE, THE ORDER OF PRECEDENCE SHALL BE (A) AN
AGREEMENT SIGNED BY BUYER AND CELLEBRITE; (B) THIS EULA; (C) THE "CLICK-
ACCEPT" AGREEMENT; (D) CELLEBRITE'S TERMS AND CONDITIONS OF SALE; AND (E)
BUYER'S PURCHASE ORDER, TO THE EXTENT SUCH TERMS ARE PERMISSIBLE UNDER
CELLEBRITE'S TERMS AND CONDITIONS OF SALE OR AN AGREEMENT SIGNED BY BUYER
AND CELLEBRITE (COLLECTIVELY, (A)-(E), AFTER APPLYING THE ORDER OF
PRECEDENCE, THE"AGREEMENT").
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE
PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED IN
THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER
ORGANIZATION THAT YOU REPRESENT (THE "BUYER")EXPRESSLY CONSENT TO BE
BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS
CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR
USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS
EMBEDDED), AND (B)WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR,
IF AN AGREEMENT BETWEEN BUYER AND CELLEBRITE PROVIDES A SHORTER TIME
PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER
RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED
RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE, OR,IF SUCH SOFTWARE IS
EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS
CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO
CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF
THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT.
YOUR RIGHT TO RETURN AND REFUND ONLY APPLIES IF YOU ARE THE ORIGINAL END
USER PURCHASER OF SUCH PRODUCT AND/OR LICENSEE OF SUCH SOFTWARE.
This EULA governs Buyer's access to and use of any Software and/or any Product(as defined below)first
placed in use by Buyer on or after the release date of this EULA(the "Release Date").
1. DEFINITIONS—In this Agreement,the following capitalized terms shall have the meaning set forth
below:
"Affiliate"of a party means such party's parent corporation, an entity under the control of such party's
parent corporation at any tier or an entity controlled by such party at any tier. For these purposes,
"control" shall mean the power to direct or cause the direction of the management and policies of the
entity, whether through the ownership of more than 50% of the outstanding voting interests in such
entity or otherwise.
"Agreement" means this EULA, combined with the Cellebrite General Terms and Conditions (the
"GTC")which is incorporated by reference herein,and any additional terms agreed upon in writing and
signed by Buyer and Cellebrite.
"Authorization Product"means a product sold by Cellebrite or an authorized reseller of Cellebrite with
embedded License Authorization Software, including but not limited to a USB dongle with embedded
License Authorization Software.
"Authorized Users"means the number of Users that Buyer is licensed to have access to the applicable
Software,which may include Concurrent Users and/or Named Users, all as set forth in the Agreement.
If the number of Authorized Users is not otherwise set forth in the Agreement, the number of
IF Authorized Users shall be deemed to be equal to the number of Products (other than Authorization
Products)purchased by Buyer.
"Beta Software"means a pre-commercial, evaluation,pilot, "alpha", or"beta"version of the Software.
"Cellebrite" means Cellebrite DI Ltd. or its Affiliate that has an agreement with Buyer and/or issues
invoices to Buyer with respect to any Software and/or Product, as applicable.
"Cellebrite Mobile Elite aaS"means the Cellebrite Mobile Elite as a Service solution to be provided to
You by Cellebrite pursuant to any applicable order form and/or quote issued to you by Cellebrite and/or
purchase order and/or agreement.
"Cellebrite PaaS" means the Cellebrite Premium as a Service solution to be provided to You by
Cellebrite pursuant to any applicable order form and/or quote issued to you by Cellebrite and/or
purchase order and/or agreement.
"Concurrent Users" means the number of Authorized Users (whether Named Users or not) of Buyer
concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit(except
reviewing results of analyses generated by Software)of Software, either directly or indirectly from a
remote location. If a single User connects to Software using multiple concurrent log-ins or connections,
each such active logical connection or log-in is counted toward the number of Concurrent Users.
"Documentation"means any documentation related to any Software provided by Cellebrite.
"Embedded Software"means a copy of Software delivered embedded in or loaded onto a Product when
such Product is sold by Cellebrite. Any Updates or Upgrades to Embedded Software are also deemed
"Embedded Software", notwithstanding being separately delivered from the applicable Product.
"Law" shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance,
regulation,rule or other binding restriction or requirement of or by any governmental authority,as may
be amended, changed or updated from time to time.
"License Authorization Software"means Software that is provided together with hardware on which it
is embedded that is used to validate the authorized use of standalone Software.
"License Term"means the term of a paid subscription to an instance of Software or a unit of Product.
"Named Users" means a User authorized by Buyer to access or use the Software through the
assignment of a single user ID, regardless of whether such User is using Software at any given time. A
non-human device capable of accessing or access Software is counted as a Named User.
"Product" means a product (hardware and Software) manufactured by Cellebrite. The term "Product"
includes without limitation the UFED Pro series, UFED field series and Analytics series of products.
"Product"includes Authorization Products.
"Remote Access Protocol"means any remote access application, including without limitation Remote
Desktop Protocol(RDP)and Windows Remote Management(WinRM),used to connect a single remote
computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an Authorization Product
directly connected to such host computer for each Authorization Product then licensed by Buyer, as
long as such Authorized User, single remote computer and single host computer with an Authorization
Product are all located in the Territory.
"Software" means an instance of a program, module, feature, function, service, application, operation
or capability of any Cellebrite-supplied software. The term"Software"includes without limitation any
Embedded Software,Upgrade,Update, standalone software or any License Authorization Software.
"Territory" means the country (not including external territories) in which Product was purchased or
Software was licensed from Cellebrite or an authorized reseller of Cellebrite.
"Third Party"means an individual or entity other than Buyer, Cellebrite and Cellebrite's Affiliates.
"Third Party Software" means certain software provided by a Third Party embedded in any Product,
either as a standalone feature or as part of any Software, and which may be subject to additional end
user license restriction and agreements.
"Update"means an update to any Software that is provided by Cellebrite and that may incorporate (i)
corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of
Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third
Parties; and/or(iv) at the sole discretion of Cellebrite, minor enhancements to the Software; provided,
however, that Updates shall not include Upgrades. Updates are generally identified by Cellebrite by a
change to the version number to the right of the first decimal point(e.g.,version 4.1 to 4.2).
"Upgrade"means a new release of any Software that incorporates substantial changes or additions that
(i)provide additional value and utility; (ii) may be priced and offered separately as optional additions
to any Software; and/or (iii) are not generally made available to Cellebrite's customers without a
separate charge. Upgrades are generally identified by Cellebrite by a change to the version number to
the left of the first decimal point(e.g., version 4.2 to 5.0).
"User" means an individual able to gain access to any Software functionality.
"You" means the Buyer and any individual on the Buyer's behalf seeking the benefit of or evaluating
this EULA.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA, during the License Term, Cellebrite
grants Buyer, and Buyer accepts, upon delivery of any Software, a non-exclusive, non-
transferable, royalty free, and non-sublicensable license to the Software to (i) allow Authorized
Users to use such Software, in executable form only, and any accompanying Documentation, only
for Buyer's internal use in connection with the Products, in the Territory (or any other location
specifically authorized by Cellebrite in writing) and only as authorized in the Agreement, and
subject to the terms hereof, ii)make a reasonable number of copies of Software, (except with
respect to Embedded Software),for use only as licensed in this EULA,though in no case more than
the number of Authorized Users; and (iii) make one (1) copy of Software, (except with respect to
Embedded Software), for backup, archival or disaster recovery purposes.
i. Embedded Software Limitations. Buyer may only use Embedded Software for execution on
the unit of Product originally delivered to Buyer with such Embedded Software installed or any
replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade of such
Embedded Software that Cellebrite has licensed to Buyer may be loaded and executed only on
the unit of Product on which any originally licensed Software is authorized to execute.
ii. License Exclusion. Notwithstanding anything to the contrary, except as may otherwise be
required by applicable Law,no license is granted for installation or use of any Software on any
Product resold by anyone who is not an authorized reseller of Cellebrite for such Product.
iii. Single Product,• Single Authorization Product. Buyer's license to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product
_ purchased from Cellebrite or Cellebrite's authorized reseller. Buyer's license to any License
Authorization Software is limited to a license to use such License Authorization Software on
one(1)Authorization Product for each license to such standalone Software the authorized use
of which is validated by such License Authorization Software and where such license is
purchased from Cellebrite or Cellebrite's authorized reseller.
iv. Authorization Products. Without limiting Section 2.1), Buyer shall not, and shall not permit
- any User to, use any Authorization Product on a computer other than the computer to which
such Authorization Product is directly connected (i.e. not through a network), except
that an Authorized User may use Remote Access Protocol with Cellebrite's UFED Physical
Analyzer. Buyer shall ensure that multiple users cannot use Remote Access Protocol to access
UFED Physical Analyzer simultaneously. For the avoidance of doubt, subject to the terms and
conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted.
v. Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein each
computer running an Authorization Product will be configured or at least limited to serve only
one remote connection at a time. In other words, only one Authorized User can use a Remote
Access Protocol at the same time. For example, if a host computer is installed with multiple
instances of Cellebrite's UFED Physical Analyzer, Buyer will ensure that it is not possible for
multiple remote users to connect to the host computer and/or ensure that the foregoing does not
occur. Regarding any other Cellebrite products or software other than Cellebrite's UFED
Physical Analyzer,Buyer may not use a Remote Access Protocol unless expressly agreed to in
writing by Cellebrite. Regarding Endpoint Inspector and/or Endpoint Mobile, it is hereby
clarified and agreed that: (i) Buyer may use Remote Access Protocol and allow Authorized
and Concurrent Users to use outside of Territory, as detailed in the Agreement; and
(ii) Cellebrite may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint
Mobile's custodian about the nature of the use of the Endpoint Inspector and/or Endpoint
Mobile application that will be installed and/or operated on or in relation to the custodian's
device.
vi. Ahmed Users. If the Agreement specifies that any Software may be used by Named Users,
Buyer shall(i) assign a unique login credential for access and use of the Software to each
Named User, (ii) ensure that the Software is used only by the applicable Named Users, (iii)
ensure that Users do not share login credentials, and (iv)maintain the security and
confidentiality of its Named User login credentials.
vii. Concurrent Users. If the Agreement specifies that any Software may be used by Concurrent
Users, Buyer may install one instance of such Software on one (1) designated host server for
concurrent and simultaneous use and/or access by the applicable number of Concurrent Users.
The number of Concurrent Users accessing such Software at any time may not exceed the
number of Concurrent Users specified in the Agreement. Buyer must keep a record of all
Authorized Users who are Concurrent Users.
viii.Former BlackBag Software Users. Each copy of the Inspector, Digital Collector,Mobilyze,
or SoftBlock Software may only be used, executed, or displayed by one (1) Authorized User
and on one Licensed System at any given instance. The term "Licensed System" means a
computer to which an activation key provided by B1ackBag has been connected or accessed,
as authorized by B1ackBag in the applicable License Confirmation.
ix. Cellebrite PaaS and Mobile Elite aaS Access and Use. Subject to Your compliance
with the terms and conditions contained in this EULA and/or in any applicable
order form and/or quote issued to You by Cellebrite and/or purchase order
and/or agreement, Cellebrite hereby grants to You, during the relevant Cellebrite
PaaS or Mobile Elite aaS (either services, for the purpose of this Section, the
"Service") License Term, a limited, non-exclusive, non-transferable (a) right to
access and use the Service in accordance with any relevant printed, paper,
electronic or online user instructions and help files made available by Cellebrite
for use with the Service, as may be updated from time to time by Cellebrite, and
(b) license to download any relevant software if software is offered by Cellebrite
for the purpose of using the Service, in each case solely for Your internal business
purposes and not for the benefit of any other person or entity. By accessing
and/or using the Service, You expressly acknowledge and agree that certain
operational required information shall be shared with Cellebrite for the purpose
of providing the service. Such information may include the number of unlocking
actions purchased by You and/or left for Your use,types of software downloaded
by You for the purpose of using the Service, etc. The Service may be affected by
factors beyond Cellebrite's control and may not be continuous and uninterrupted.
You acknowledge that the service may be subject to limitations and/or delays
inherent in the use of the internet and electronic communications, and Cellebrite
is not responsible or liable for any delays, delivery failures or other damage
resulting from those technical difficulties beyond its control.
x. Premium and Mobile Elite Placement and Use. Any Premium and Mobile Elite
Product, including Products connected by the Buyer to the Premium and/or
Mobile Elite Product, may only be placed and used inside a room, lab, office.
Premium Mobile may be placed and used anywhere in the Territory where
security measures are consistent with sensitive activities. Cellebrite recommends
to the Buyer having its Authorized Users certified for using and operation
Premium and/or Mobile Elite, as applicable, and offers the top valued
certifications in the field.
B. Software Provisions.
i. Any use or operation of the Product, including the Software, with any product and/or mobile
device developed, manufactured, produced, programmed, assembled and/or otherwise
maintained by any person or entity shall be permitted only after the User has obtained any
consents or approvals required(to the extent required)pursuant to applicable Law.
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES
OR REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY
" UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY OR OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY
ARISING OUT OF OR RELATING TO THE USE OF ANY OF THE CELLEBRITE
SOFTWARE IN CONNECTION WITH ANY PRODUCT AND/OR MOBILE DEVICE
DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED
AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY, WITHOUT
OBTAINING EACH APPLICABLE CONSENT AND APPROVAL.
iii. No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Buyer or Buyer to accept such Updates or Upgrades.
iv. Trial and Beta Sotware Licenses. Subject to the terms and conditions of this Agreement,
Cellebrite may grant Buyer with, and Buyer accepts, a nonexclusive, time-limited and
nontransferable license, effective upon delivery, to use a copy of Software or a Beta Version
of the Software, in executable form only, and any accompanying Documentation, only for
Buyer's internal use to test, trial or evaluate such Software and/or provide feedback to
Cellebrite with respect thereto,in the Territory,and not for any business or productive
purposes, for a period as specified by Cellebrite at its sole discretion, and subject to the
restrictions in Section 2.
Buyer assumes all risks and all costs associated with its use of the Trial and/or Beta Software,
any obligations on behalf of Cellebrite to indemnify, defend, or hold harmless under this
Agreement are not applicable to Buyer's use of any Trial and/or Beta Software. Buyer's sole
and exclusive remedy with respect to such Trial and/or Beta Software is termination of the
license thereto. There is no guarantee that features or functions of the Trial and/or Beta
Software will be available, or if available will be the same, as in the general release version of
the Software. Cellebrite will be under no obligation to provide Buyer any maintenance or
support services with respect to the Trial and/or Beta Software.
IT IS CLARIFIED THAT THE LICENSE UNDER THIS SUB-SECTION IV IS PROVIDED
"AS IS", WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS
ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS IN
RELATION TO THE TRAIL AND/OR BETA SOFTWARE, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, DURABILITY OR NON-INFRINGEMENT. IN NO EVENT
WILL CELLEBRITE BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSS,
DAMAGE, COST, INJURY OR EXPENSE, INCLUDING LOSS OF TIME, MONEY OR
GOODWILL, OR FOR DAMAGES OF ANY KIND, WHETHER DIRECT, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL IN RELATION TO THE TRAIL
AND/OR BETA SOFTWARE.
v. Buyer represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who have
obtained any necessary consents and approvals pursuant to applicable Law shall be permitted
to use any of the Products and/or Software; (b) Users of Buyer shall only use any of the
Products and/or Software in compliance with the terms of service, terms of use or other
agreement with a Third Party; and (c) Buyer and its Users shall only use any of the UFED
family of Products in compliance with all applicable Laws.
C. License Prohibitions. Notwithstanding anything to the contrary, Buyer shall not, and shall not
permit, authorize or engage any Third Party to:
i. modify, reverse compile, reverse assemble, reverse engineer or otherwise translate all or any
portion of any Software, or create derivative works thereof,
ii. assign,pledge, rent, lease, sublicense, share, distribute, sell or otherwise transfer the Software,
any copy thereof, or any rights granted hereunder, to any third party, including without
limitation selling any Product in a secondhand market;;
iii. use any Software to provide service to any Third Party including by use on a time sharing,
service bureau, application service provider (ASP), software as a service
(SAAS), cloud services,rental or other similar basis;
iv. make copies of or reproduce of any Software and/or Documentation, except as provided for in
the license grant above;
v. remove, alter, deface, cover, obfuscate or destroy any proprietary markings, copyrights
notices, proprietary legends, labels or marks placed upon or contained within any Products
and/or Software (including, without limitation, any copyright or other attribution statements
such as for open source software);
vi. use any Embedded Software other than with Products provided by Cellebrite or an authorized
reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an
authorized reseller of Cellebrite;
vii. disclose any results of testing or benchmarking of any Software to any Third Party;
viii.use any Update or Upgrade beyond those to which Buyer is entitled or with any Software to
which Buyer does not have a valid,current license;
ix. deactivate,modify or impair the functioning of any disabling code in any Software;
x. circumvent or disable Cellebrite's copyright protection mechanisms or license management
mechanisms;
xi. use the Product, any Software or any Third Party Software,alone or in combination with other
activities, products or services, in any activity or manner that violates or supports, assists,
facilitates, enables, constitutes or is otherwise deemed to be in violation of:
(1) any order, regulation or Law (including but not limited to any Law with respect to
human rights or the rights of individuals) or to support any illegal activity;
(2) any human rights standards of any person, group, or community, and best practice
including internationally recognized human rights instruments, such as the Universal
Declaration of Human Rights,the International Covenant on Civil and Political Rights,
and the International Labor Organization Declaration on Fundamental Principles and
Rights at Work;
(3) any rights of any Third Party.
xii. use any Product for any training purposes, other than for training Buyer's employees, where
Buyer charges fees or receives other consideration for such training, except as authorized by
Cellebrite in writing;
xiii.combine or operate any Products or Software with other products or software, without prior
written authorization of Cellebrite or its Affiliates,including without limitation any installation
of any software on any Product; or,
xiv. attempt any of the foregoing.
The licenses set out hereunder are at all times subject to these prohibitions and any contravention
thereof shall constitute a material breach of this Agreement. Cellebrite 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.
For the purpose of this Section, it is hereby clarified that "Third Party" shall include: Buyer's
affiliates, employees, contractors, licensors, suppliers or customers. If the event that the Buyer is a
governmental body the followings shall also be included: any federal, state, local,judicial or other
governing body having jurisdiction over any of the foregoing.
D. Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs)
grants Buyer the right to reverse engineer any Software to make it interoperable without
Cellebrite's consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite of such
desire and, no later than sixty (60) days following receipt of such request, Cellebrite may decide
either to: (a) perform the work to achieve such interoperability and charge its then-standard rates
for such work to Buyer; or(b)permit Buyer to reverse engineer parts of such Software only to the
extent necessary to achieve such interoperability. Only if and after Cellebrite,at its sole discretion,
partly or completely denies Buyer's request, shall Buyer exercise its statutory rights.
E. Network Usage. Buyer understands and agrees that Cellebrite may use Buyer's internal network
and Internet connection for the limited purpose of transmitting license-related data at the time of
installation,registration,use or update of Software to a Cellebrite-operated license server. At such
time, Cellebrite may validate the license-related data in order to protect Cellebrite against
unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of
Software upon exchange of license related data between Buyer's computer and the Cellebrite
license server.
F. Third Party Software. Buyer acknowledges and agrees that the access and use of any Software (or
certain features thereof)may involve access and/or use of Third Party Software.
G. No Im lied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any
license to Buyer, whether by implication or otherwise.
H. Open Source Software.
i. Software may use and/or be provided with third party open source software, libraries or other.
components("Open Source Component"), including those detailed in the open source notices
files separately conveyed to You. To the extent so stipulated by the license that governs each
Open Source Component ("Open Source License"), each such Open Source Component is
licensed directly to Buyer from its respective licensors and not sublicensed to Buyer
by Cellebrite, and such Open Source Component is subject to its respective Open Source
License, and not to this Agreement. If, and to the extent, an Open Source Component requires
that this Agreement effectively impose, or incorporate by reference, certain disclaimers,
permissions, provisions, prohibitions or restrictions,then such disclaimers, permissions,
provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by
reference into this Agreement,as required,and shall supersede any conflicting provision of this
Agreement, solely with respect to the corresponding Open Source Component which
is governed by such Open Source License.
ii. If Buyer or another party on its behalf, modifies, replaces or substitutes any Open Source
Component used in or provided with this Software,Buyer hereby fully, forever, irrevocably
and unconditionally releases and discharges Cellebrite, its Affiliates and its and their
employees, officers, directors,resellers, distributors and representatives(collectively,
"Released Parties") from any and all claims, charges, complaints, demands, actions, causes of
action, suits,rights,debts,covenants, liabilities,warranties,performance and maintenance and
support obligations(collectively, "Released Claims"), of every kind and nature, with respect
to such Software, including without limitation any such Released Claims that arise as a matter
of applicable Law.
iii. If an Open Source License requires that the source code of its corresponding Open Source
Component be made available to Buyer, and such source code was not delivered to Buyer
with the Software,then Cellebrite hereby extends a written offer,valid for the period prescribed
in such Open Source License, to obtain a copy of the source code of the corresponding Open
Source Component, from Cellebrite. To accept this offer, Buyer shall contact Cellebrite
at support(ccellebrite.com.
I. Personal Data. The parties acknowledge and agree that: (a)Within the scope of this
Agreement, the Product is an on-premise solution used and operated solely by Buyer without the
involvement of Cellebrite;(b)Cellebrite is not engaged in any processing of`personal data' (as this
term is used in Laws governing data privacy and data protection) that flows through the Product;
and therefore (c) with respect to Cellebrite activities in the scope of this Agreement, Cellebrite is
neither a `data controller' nor `data processor' (as these terms are used in Laws governing data
privacy and data protection).
3. OWNERSHIP
A. Title to Software.Notwithstanding anything to the contrary, Software furnished hereunder is
provided to Licensee subject to and in accordance with the terms and conditions of the EULA. All
title and interest of the Software and and/or any related Documentation and any derivative works
thereof shall remain solely and exclusively with Cellebrite or its licensors,as applicable.Nothing in
this Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any
Software and/or Documentation or any derivative works thereof. Therefore, any reference to a sale
of Software shall be understood as a license to Software under the terms and conditions of the
Agreement. In the event of any conflict between the GTC and the EULA, the EULA shall take
precedence over the GTC in all matters related to the Software.
B. Intellectual Property. All intellectual property rights relating to the Software and/or the Products,
including without limitation, all patents, trademarks, algorithms, binary codes, business methods,
computer programs, copyrights, databases, know-how, logos, concepts, techniques, processes,
methods,models, commercial secrets and any other intellectual property rights, including any new
developments or derivative works of such intellectual property, whether registered or not, are and
shall remain the sole and exclusive property of Cellebrite or its licensors, as applicable. All right,
title and interest in and to any inventions,discoveries,improvements,methods,ideas,computer and
other software or other works of authorship or other forms of intellectual property which are made,
created,developed,written,conceived of or first reduced to practice solely,jointly with Licensee or
on behalf of Licensee shall be and remain with Cellebrite or its licensors, as applicable. Any
suggestions, improvements or other feedback provided by Licensee to Cellebrite regarding any
Products, Software or services shall be the exclusive property of Cellebrite. Licensee hereby freely
assigns any intellectual property rights to Cellebrite in accordance with this Section, including any
i
moral rights, and appoints Cellebrite as its attorney-in-fact to pursue any such intellectual property
rights worldwide.
4. CONFIDENTIALITY—The parties may each disclose to the other proprietary information related to
the subject of the Agreement ("Confidential Information"). Software, Documentation, Trade Secrets,
and any technical information related thereto are Confidential Information of Cellebrite without any
marking requirement, but any other information disclosed in writing must be marked"confidential"or
"proprietary"to be deemed the Confidential Information of a party. Information disclosed orally may
be deemed Confidential Information if the disclosing party says it is proprietary and summarizes it in
a writing to the other party within twenty(20)days of the oral disclosure.
Pursuant to 18 U.S.C. §1833(b) ,Buyer shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of Cellebrite's Trade Secrets (as defined below) only if such
disclosure is made: (i) in confidence to a Federal, State, or local government official or to an attorney,
solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In court
proceedings claiming retaliation by Cellebrite for Buyer's reporting a suspected violation of law,Buyer
may only disclose Cellebrite Trade Secrets to Buyer's legal counsel and may only use the Trade
Secret information, if Buyer (i) files documents containing Trade Secrets under seal; and (ii) Buyer
does not otherwise disclose Cellebrite Trade Secrets, except pursuant to a court order.
The term "Trade Secret" means all forms and types of financial, business, scientific, technical,
economic, or engineering information, including patterns, plans, compilations, program devices,
formulas,designs,prototypes,methods,techniques,processes,procedures,programs,or codes,whether
tangible or intangible,and whether or how stored,compiled,or memorialized physically,electronically,
graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep
such information secret; and (b) the information derives independent economic value, actual or
potential,from not being generally known to,and not being readily ascertainable through proper means
by, another person who can obtain economic value from the disclosure or use of the information.
The receiving party shall: (a) hold Confidential Information in confidence using the same degree of
care as it normally exercises to protect its own proprietary information but at least reasonable care, (b)
restrict disclosure and use of Confidential Information to only employees (including any agents,
contractors or consultants) with a need to know who are advised of their obligations with respect to
Confidential Information, (c) not copy, duplicate, reverse engineer or decompile Confidential
Information,(d)use Confidential Information only in furtherance of performance under the Agreement,
and (e)upon expiration or termination of the Agreement, at the disclosing party's option, destroy or
return all Confidential Information to the disclosing party.
The receiving party shall have no obligation regarding Confidential Information that: (a)was previously
known to it free of any confidentiality obligation, (b) was independently developed by it, (c) is or
becomes publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by
the disclosing party without restriction, or (e) is received from a third party without violation of any
confidentiality obligation.
If a party is faced with legal action or a requirement under applicable Law to disclose or make available
Confidential Information received hereunder,such party shall promptly notify the disclosing party and,
upon request of the latter, cooperate in contesting such action or requirement at the disclosing party's
expense. Neither party shall be liable for damages for any disclosure or unauthorized access pursuant
to legal action or applicable Law or for inadvertent disclosure, access, or use if the customary degree
of care as it uses with respect to its own proprietary information has been exercised and if, upon
discovery of such inadvertent disclosure, access, or use the receiving party has endeavored to prevent
any further(inadvertent or otherwise) disclosure or use.
Notwithstanding anything to the contrary herein, City and Vendor will disclose Confidential
Information in accordance with judicial action, federal or state public disclosure requirements, state or
federal regulations,or other governmental order or requirement of law. In the context of public records
requests, City will give the Vendor reasonable notice prior to Vendor's records being released
consistent with City's rules to allow Vendor a reasonable opportunity to seek injunctive or other
applicable judicial relief preventing such disclosure.
5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this
Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers; and "damages"
shall be deemed to refer collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies. Cellebrite's entire liability and Buyer's exclusive remedies against Cellebrite
for any damages caused by any Product or Software defect or failure, or arising from the
performance or non-performance of any obligation under the Agreement,regardless of the form of
action, whether in contract,tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by Cellebrite, Buyer's direct
damages; and
ii. Except for a party's indemnification obligations, a party's liability shall be limited to direct
damages that are proven, in an amount not to exceed the total amount paid by Buyer to
Cellebrite during the twelve (12) month period that immediately preceded the event that gave
rise to the applicable claim.
C. Limitation of Liability. EXCEPT FOR CLAIMS ALLEGING EITHER PARTY'S BREACH OF
THIS AGREEMENT'S CONFIDENTIALITY PROVISIONS AND EXCEPT FOR LICENSEE'S
INDEMNIFICATION OBLIGATIONS AND CELLEBRITE'S INDEMNIFICATION
OBLIGATIONS UNDER ARTICLE 7 OF THIS AGREEMENT,NEITHER PARTY SHALL BE
LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER
INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SAVINGS
OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN
THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY.
D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE
DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE
BY,ANYONE OTHER THAN BUYER.
E. Third Party Software Liability. Notwithstanding anything to the contrary, Cellebrite shall not be
liable to Buyer or any User for any damages due to use of any Third Party Software.The limitations
and exclusions from liability under the terms and conditions applicable to any Third Party Software
(which are applicable to the arrangement between Buyer and the applicable provider of such Third
Party Software) shall govern and apply with respect to the use of each such Third Party Software.
Additionally, Cellebrite does not provide any warranty with respect to any Third Party Software.
The warranty provided by the terms and conditions applicable to any Third Party Software(which
are applicable to the arrangement between Buyer and the applicable provider of such Third Party
Software) shall apply to Third Party Software.
i
6. BUYER INDEMNITY— To the maximum extent permitted by applicable Law, Buyer shall, at its
expense: (i) indemnify and hold Cellebrite and its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and
against any damages, claim, liabilities and expenses (including without limitation legal expenses)
(whether brought by a Third Party or an employee, consultant or agent of Buyer's) arising out of any
(a)misuse or use of any Product or Software furnished under the Agreement in a manner other than as
authorized under this EULA, including without limitation using the Product or Software in a manner
that violates applicable Law including without limitation a person's Fourth Amendment rights under
the United States Constitution(or its equivalent in the Territory); (b)misappropriation of any personal
information, (c)failure to obtain consents and approvals required by applicable Law for the use of any
of the Cellebrite's Products or Software,or; (g)use of any Product or Software in breach of or to violate
the terms of any other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs
and liabilities(including without limitation legal expenses)incurred relating to such claim;and(iii)pay
all settlements, damages and costs assessed against Cellebrite and attributable to such claim.
7. CELLEBRITE INDEMNITY—Cellebrite will, at its expense: (i) indemnify, defend and hold Buyer
and its Affiliates and its and their officers and directors harmless from any Third Party claim to the
extent alleging that any Software furnished under this Agreement infringes any patent, copyright or
trademark or misappropriates any trade secret, in each case having legal effect in the Territory; (ii)
reimburse Buyer for any expenses, costs and liabilities (including reasonable attorney's fees) incurred
relating to such claim; and (iii) pay all settlements, damages and costs assessed against Buyer and
attributable to such claim.
In connection with satisfying its obligations hereunder, Cellebrite may, at its option and expense: (a)
procure for Buyer and/or its customers the right to continue using such Software or any Product on
which such Software is embedded; (b) replace or modify any such Software or any Product on which
such Software is embedded, to be free of such infringement; or (c) require return of such Software or
any Product on which such Software is embedded, and refund the purchase price or license price
depreciated on a straight-line basis over a three (3)year period from the delivery date.
Cellebrite shall have no obligations under this Section 7 with respect to any Excluded Item.
Cellebrite's obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite
reasonably prompt written notice(within sixty (60)days, or such other time as is reasonable under the
circumstances) after any such claim has been raised to the Buyer, unless Cellebrite would not be
materially prejudiced thereby; (2) Cellebrite having complete control of the defense and settlement of
such claim; (3) Buyer cooperating fully with Cellebrite to facilitate the defense or settlement of such
claim; and(4) Buyer's substantial compliance with the Agreement.
The sale of any Product by Cellebrite shall not in any way confer upon Buyer,or upon anyone claiming
under Buyer, any license (expressly, by implication, by estoppel or otherwise)under any patent claim
of Cellebrite or others covering or relating to any combination, machine or process in which such
Product is or might be used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF
THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY
INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU
OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.
8. DISABLING CODE
A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable
such Software. Except as provided in Section 8.13, Cellebrite will not invoke such disabling code
without Buyer's prior consent.
B. Invocation of Disabling Code.Notwithstanding anything to the contrary,Cellebrite may invoke the
disabling code without Buyer's consent if(i)Cellebrite reasonably believes that such Software has
been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a
court or regulatory order; (Ili)Buyer has not paid an outstanding invoice more than sixty(60) days
after such invoice is due, or; (iv) Buyer has used the Software other than as authorized by Buyer's
license. Cellebrite shall have no liability to Buyer for any good faith invocation of any such
disabling code.
9. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Buyer's control or possession. The
License Term shall be determined in a separate agreement between Cellebrite and the Buyer.
B. Termination. Cellebrite may terminate this EULA(i)upon thirty(30) days' prior written notice to
Buyer if Buyer has not cured any material breach of this EULA by the end of such thirty(90) day
notice period or(ii)if Buyer has not paid any invoice sixty(60)days after such invoice is due. The
City may terminate this EULA for convenience upon the giving of ninety (90) days' notice to
Cellebrite. Upon termination or expiration of this EULA, (a) Buyer shall be responsible for
payment for all purchase orders delivered to Buyer by Cellebrite before the effective date of
termination and (b) Buyer shall destroy all copies of any Software under Buyer's control or
possession. Termination of this Agreement will not entitle Licensee to any deduction of the Quoted
Price or any refund of any prepaid fees unless the Agreement is terminated for Cellebrite's
convenience, or the Agreement is terminated for Cellebrite's breach.
C. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any
termination or expiration of this EULA.
10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. .Choice of Law-Jurisdiction.
i. The City and Cellebrite desire, if possible, to resolve disputes, controversies and claims
(Disputes) arising out of this Agreement without litigation. To that end, upon written
notification of dispute by a party to the other, each party shall appoint a knowledgeable,
responsible management representative to meet and negotiate in good faith to resolve any
Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the
exclusive means of resolving that Dispute shall only be by filing suit as provided for under
Section 10.A(ii),unless the parties agree in writing to an alternative dispute resolution process.
ii. This Agreement and any disputes or claims arising hereunder are governed by the Laws of,and
subject to the exclusive jurisdiction of the Buyer in King County,Washington,without giving
effect to any choice of Law rules or principles. Cellebrite irrevocably consents to the exclusive
personal jurisdiction and venue of the federal and state courts located in King County,
Washington, with respect to any dispute arising out of or in connection with the Agreement
and agrees not to commence or prosecute any action or proceeding arising out of or in
connection with the Agreement other than in the aforementioned courts.
B. Litigation Support. Cellebrite will only provide litigation support or testimony related to this
Agreement if Cellebrite is compensated for its participation,including all travel expense,attorneys'
I
fees, lost opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a
quote.
C. Goyeming Language. The parties hereto have required that this EULA be drawn in the English
language,and that the English language version shall control over any translations thereof. If Buyer
is located in Quebec, the following sentence shall apply: Les
parties conviennent que cette EULA soient rediges en anglais.
11. ASSIGNMENT— Except to the extent otherwise required by applicable Law or expressly provided
for assignment generally in the Agreement, no license provided to Buyer is sublicensable, transferable
or assignable by Buyer, including by operation of Law, change of control, merger, purchase or
otherwise, without the prior written consent of Cellebrite in each instance. Other than as expressly
permitted by the foregoing,any attempted sublicense,transfer or assignment by Buyer shall be null and
void.
12. NO-WAIVER—No course of dealing or failure of either party to strictly enforce any term, right or
condition of the Agreement shall be construed as a waiver of such term,right or condition.
13. ENTIRE AGREEMENT—The terms and conditions contained in this EULA supersede all prior oral
or written understandings between the parties and shall constitute the entire agreement between the
parties with respect to the subject matter of this EULA, except as provided for in the preamble to this
EULA.
14. CONSTRUCTION; SEVERABILITY—The headings used in this EULA are for reference purposes
only and will not be deemed to limit, expand or in any way affect the interpretation of any term
or provision hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason,
the validity, legality, and enforceability of the remaining provisions will not be affected or impaired.
The parties shall interpret the affected provision in a manner that renders it enforceable while attempting
to closely approximate the intent and effect of the affected provision.
_ 15. GOVERNMENT USE
A. U.S. Government End Users. The Software was developed exclusively at private expense and
qualifies as a"commercial item"consisting of"commercial computer software"and/or"computer
software documentation" as such terms are defined and used at FAR (48 C.F.R.) 2.101. Use,
duplication or disclosure of the Software by the U.S. Government are subject to restrictions set
forth in this Agreement,in accordance with FAR 12.212 and/or DFARS 227.7202-4,as applicable.
B. Incorporation of FAR.If the Licensee is a U.S. federal government entity(or agency thereof),these
Terms incorporate the following FAR provisions by reference:
52.222-50 52.233-3 52.222-54 52.222-21 52.222-26 52.203-6
52.204-10 52.209-9 52.212-4 52.222-40 52.222-41 52.203-13
52.222-36 52.222-37 52.233-4 52.212-5 52.209-10 52.222-35
52.222-53
16. INAPPLICABLE TERMS AND PROVISIONS— VOID AB INITIO. This Section only applies to
U.S. local,county, state,governmental agencies and other U.S. law enforcement agencies that are state
or federally funded by the United States Government. Subject to the foregoing statements,to the extent
that any term or provision of the Agreement,is considered void ab initio, or is otherwise unenforceable
against the Licensee pursuant to applicable U.S. Law that expressly prohibits Licensee from agreeing
to such term or condition, then such conflicting term or provision in this Agreement shall be struck to
the extent to make such term or provision enforceable,and the remaining language,if any,shall remain
in full force and effect.
Any Licensee policies or procedures which are not expressly required by U.S. Law, shall not apply or
be incorporated into the Agreement.
This Section does not apply to any private enterprise, public or private corporation, law firm,
consulting company, digital forensics company, non-law enforcement agency,private person, or
any other corporate entity that is a Licensee.
Last Updated:November 29, 2022
Appendix 1
CELLEBRITE'S STANDARD WARRANTY
A. Hardware Warran
Subject to the remaining Sections of this Appendix I, Cellebrite warrants that each Product,
including all firmware but excluding 1) Software,for which the warranty is only as provided under
Section B, 2) other Accessories, for which the warranty shall be as provided below, and 3)related
services or prototypes of any Product, shall perform in substantial conformance with its
Documentation for twelve (12) months after delivery (the "Warranty Period"). If any failure to
conform to such specification("Defect") is suspected in any Product during the Warranty Period,
Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected
defective samples of the Product to Cellebrite in accordance with Cellebrite's instructions at
Licensee's expense. No Product will be accepted for repair, replacement, credit or refund without
the written authorization of Cellebrite. Cellebrite shall analyse the Defect and any technical
information provided by Licensee to verify whether any Defect appears in the Product.
If a returned Product does not have a Defect, Licensee shall pay Cellebrite all costs of handling,
inspection, repairs, and transportation at Cellebrite's then-prevailing rates. If a returned Product
has a Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the
same or equivalent Product without charge. If, after a period of thirty days following Cellebrite's
receipt of the returned Product, repair or replacement has not occurred then Cellebrite will credit
or refund (at Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in
writing of the claimed Defect within thirty (30) days after Licensee knows or reasonably should
know of the claimed Defect, and (ii) the Defect appears within the Warranty Period. Cellebrite
shall ship any replacement Product DAP, excluding Import VAT (Incoterms 2010), to Licensee's
destination. Title to any replaced Product or replaced parts of any Product shall pass to Cellebrite
upon delivery.
In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product or for
the expenses thereof. Repairs and replacements covered by the above warranty will perform in
substantial conformance with the Documentation for a period of(i) six(6)months from the date of
repair or replacement or(ii)until the expiration of the original Warranty Period,whichever is later.
Accessories shall perform in substantial conformance with their Documentation for six(6)months
after Licensee's receipt (the "Accessories Warranty Period"). If any Defect is suspected in any
accessories during the Accessories Warranty Period, Licensee, after obtaining return authorisation
information from Cellebrite, shall ship suspected defective Accessories to Cellebrite in accordance
i
i
" with Cellebrite's instructions. No Accessories will be accepted for repair or replacement without
the written authorisation of Cellebrite. If returned Accessories do not have a Defect,Licensee shall
pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite's then-
prevailing rates. If returned Accessories have a Defect, Cellebrite shall either repair or replace the
defective Accessories with the same or equivalent Accessories without charge.Title in any replaced
Accessories shall pass to Cellebrite upon delivery of the replacement Accessories.
"Accessories" shall mean using any peripheral equipment which accompanies, or is used in
conjunction with, the Products, including without limitation, cables, kits, connectors or other
accessories.
B. Software Warranty:
Cellebrite warrants to Licensee that for a period of one year after the date of shipment,the Software
will perform substantially in conformance with its Documentation. As Purchaser's sole and
exclusive remedy, Cellebrite will, at its sole expense, and as its sole obligation,promptly repair or
replace any Software that fails to meet this limited warranty .Software shall be provided with an
initial twelve(12)months license which may be renewed by Purchaser for additional terms against
payment of the applicable subscription fees to Cellebrite(the"Software License Period"). During
the Software License Period Cellebrite shall provide Purchaser with periodical Software Updates,
at Cellebrite's sole and absolute discretion.
C. Exclusions:
Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee's use
of the Products or Software in violation of Section 2(C)("License Prohibitions"); (b)placement of
the Products or Software in an operating environment contrary to specific written instructions and
training materials provided by Cellebrite to Licensee;(c)Licensee's intentional or negligent actions
or omissions, including physical damage, fire, loss or theft of a Product; (d) cosmetic damage to
the outside of a Product, including ordinary wear and tear, cracks or scratches; (e) for any Product
with a touch screen,any Defect in such a touch screen after thirty(30)days from the date of receipt
of such Product, or any Defect caused in a touch screen by Licensee's negligence or wilful
misconduct; (f) maintenance of the Products or Software in a manner that is contrary to written
instructions provided by Cellebrite to Licensee; (g) a product or service not provided, authorised
or approved by Cellebrite for use with the Products or Software; (h) any repair services not
authorised or approved by Cellebrite; (i) any design, documentation, materials, test data or
diagnostics supplied by Licensee that have not been authorised or approved by Cellebrite; 0)usage
of any test units, experimental products, prototypes or units from risk lots (each of which is
provided "AS IS" to the maximum extent permissible by law); (k) any third party original
equipment manufacturer's restrictions on individual phones or models of phones that prevent the
phones or models of phones from working with the Products or Software; (1) any damage to a third
party device alleged to or actually caused by or as a result of use of a Product or Software with a
device; (m) any Products that have had their serial numbers or month and year of manufacture or
shipment removed, defected or altered; (n) any interactions or other effects relating to or arising
out of the installation of copies of the Software beyond the number of copies authorised by an
agreement between Cellebrite and Licensee; (o) use of Products or Software incorporated into a
system, other than as authorised by Cellebrite; or(p)any Products or Software that has been resold
or otherwise transferred to a third party by Licensee(any Product or Software affected by the cases
in(a)-(p)is referred to hereinafter as an"Excluded Item"). The warranties herein do not apply to,
and Cellebrite makes no warranties with respect to the computer or other platform on which the
Software is installed or otherwise embedded.
D. Warranty Limitations:
EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED
BY LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS
AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS,
WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, AT COMMON LAW OR BY
STATUTE, AND SPECIFICALLY DISCLAIM ANY WARRANTY AND/OR CONDITION
RELATING TO THE PRODUCTS, SERVICES, OR THE CONFIDENTIAL INFORMATION,
INCLUDING THOSE OF MERCHANTABILITY, ACCURACY, PATENT SUFFICIENCY,
FITNESS FOR A PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF PRIVACY
RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A
THIRD PARTY, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING
OR PERFORMANCE OR USAGE OF TRADE,AND THE EQUIVALENTS THEREOF UNDER
THE LAWS OF ANY JURISDICTION OR THAT THE PRODUCTS WILL BE OF
SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO
CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S OBLIGATION (i) TO
REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY
FEASIBLE, TO CREDIT OR REFUND (AT CELLEBRITE'S OPTION) SUCH ITEM AS SET
FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE
EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
Cellebrite expressly disclaims and renounces any warranty or representation that the Products
and/or the Software can work with all types of devices,any particular device,or with any particular
version of any operating system. Licensee assumes the entire risk and all liabilities that the Product
and/or the Software will not work with respect to any such device. THE LICENSEE'S BENEFITS
FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN"AS-IS" AND "WHERE
IS"BASIS AND WITH ALL FAULTS.
E. Repaired or Replaced Products:
Before returning a Product for service, Licensee will back up any data contained in such
Product. IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE
TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND
WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO, LOSS OF, OR
CORRUPTION OF,ANY RECORDS,PROGRAMS,DATA OR INFORMATION RESULTING
FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER THIS
WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A PRODUCT.
CELLEBRITE INC.
GENERAL TERMS AND CONDITIONS
1. Definitions
1.1. In addition to the definitions contained in the End User License Agreement available
at httl)s://Ieg_al.cellebrite.com/End-User-License-A,greement.html ("EULA"), the terms of which
are incorporated by reference herein, in these General Terms and Conditions(the"GTC"):
1.1.1. "Licensee" shall mean the contracting party of the which purchase from Cellebrite the
Products under the Purchase Order.
1.1.2. "Person" shall mean and include an individual, a partnership, a joint venture, a
corporation, a limited liability company, a limited liability partnership, a trust, an
incorporated organization and a governmental or regulatory authority.
1.1.3. "Personal Information" means any information that can identify an identifiable
person, and includes, but is not limited to: (a) an individual's name together with
address, Social Security Number, Tax identification number, driver's license number,
identification card number, phone number, date of birth, password or other security
credentials or other information that can identify an individual;(b)credit,debit or other
payment card information, bank account or other financial institution information,
credit history, credit reports or other financial information; (c) Licensee proprietary
network information, including without limitation call and message detail, type and
use of products or services, account numbers, identifying numbers of wireless devices
or other information related to telecommunications usage; and, (d) compensation or
benefits information, protected health information, marital status, number of
dependents, background checks, disciplinary action or other information related to
employment.
1.1.4. "Purchase Order" or "PO" shall mean a purchase order submitted by Licensee to
Cellebrite.
1.1.5. "Quote"shall mean a Quote issued by Cellebrite pursuant to this Agreement.
1.1.6. "Restricted Territories"shall mean any of those jurisdictions or territories that are(i)
subject or target of sanctions or terrorist-supporting territories, including, without
limitation, Iran, Iraq, Somalia, Syria, Libya, Lebanon, Palestinian territories, North
Korea, Sudan, Yemen, Cuba, Venezuela, Pakistan and the Crimea region, or (ii)
regulated territories in which Licensee does not have the licences, permits,
authorizations and approvals that are required by all applicable laws issued by the
relevant regulatory authority to carry out Licensee's business activity using the Product
and/or the Software.
1.2. In these GTC, unless the context otherwise requires: (i) words expressed in the singular shall
include the plural and vice versa, (ii) words expressed in the masculine shall include the
feminine and neutral gender and vice versa; (iii) references to Sections are references to
sections of these GTC,and; (iv)references to"day"or"days"are to business days,which shall
be any day, other than a Saturday or Sunday or a day on which banks located in the United
States shall be authorised or required by law to close.
2. Scope and Purpose
2.1.The Agreement shall apply to any acquisition of Products by Licensee from Cellebrite.In the event
of any conflict,ambiguity,or inconsistency between the provisions of the Agreement and any other
document, such as a Licensee-issued PO, the following order of precedence shall apply: (1) the
Agreement; and(2)a Confirmed PO. Neither party's preprinted terms,URL's,or hyperlinks in any
document shall not be binding on the Parties nor modify this Agreement,and are expressly rejected,
regardless of when issued and/or received. Should such document contain language that purports
to supersede and/or control over this Agreement,the Parties expressly acknowledge and agree that
such document shall have no such legal effect between the Parties. Any deviations from the
Agreement,unless they are made in writing and executed by a duly authorised officer of each party,
shall be void and unenforceable.
2.2. Services for Premium ES' Licensees:
2.2.1. "Included Annual Services" shall mean services to be provided to Premium ES' Licensees
with respect to Premium ES' Licenses issued under Quotes dated 1 November 2021 onwards;
Such services may include installation assistance and/or guidance, all as defined and/or as
shall be defined from time to time by Cellebrite's at its sole and absolute distraction.
2.2.2. During the License Term, Premium ES' Licensee shall be entitled to up to 2 (two)
consecutive days (maximum 8 hours per each day)of Included Annual Services per year, on
a non-accumulative basis. The Included Annual Services shall be provided to Premium ES'
Licensee remotely or on-site - at Cellebrite's sole and absolute discretion. Upon Premium
ES' Licensee written request to receive the annual Included Annual Services,Cellebrite's and
the Premium ES' Licensee shall mutually determine regarding the dates of executions of the
annual Included Annual Services.Non-consumption of any Included Annual Services by the
Premium ES'Licensee during the License Term,for any reason,shall not entitle the Premium
ES' Licensee to any refund and/or reduction of the quoted price and/or any other rights
deriving from the non-consumption of the Included Annual Services.
2.2.3. Premium ES' —Enterprise Vault Service. Access to the Enterprise Vault Service device
("EVS") shall be restricted only to such personnel of the Licensee that were certified by the
Licensee to access and operate the EVS. Licensee shall not,in any way,alone or through any
third party, resell, copy, modify, reverse compile, reverse assemble, reverse engineer or
otherwise translate all or any portion of the EVS.
2.3 Services for Pathfinder Teams Licensees:
2.3.1. "Included Pathfinder Teams Annual Services" shall mean services to be provided to
Pathfinder Teams Licensees with respect to new (other than renewals) Pathfinder Teams
Licenses issued under Quotes dated 1 January 2022 onwards; Such services may include first
installation assistance and/or web-based training or guidance and/or implementation, all as
defined and/or as shall be defined from time to time by Cellebrite's at its sole and absolute
distraction.
2.3.2. During the License Term, Pathfinder Teams Licensee shall be entitled to up to 2 (two)
consecutive days (maximum 8 hours per each day) of Included Pathfinder Teams Annual
Services per year, on a non-accumulative basis. The Included Pathfinder Teams Annual
Services shall be provided to Pathfinder Teams Licensee remotely or on-site - at Cellebrite's
sole and absolute discretion. Upon Pathfinder Teams Licensee written request to receive the
annual Included Pathfinder Teams Annual Services, Cellebrite's and the Pathfinder Teams
Licensee shall mutually determine regarding the dates of executions of the annual Included
Pathfinder Teams Annual Services. Non-consumption of any Included Pathfinder Teams
Annual Services by the Pathfinder Teams Licensee during the License Term, for any reason,
shall not entitle the Pathfinder Teams Licensee to any refund and/or reduction of the quoted
price and/or any other rights deriving from the non-consumption of the Included Pathfinder
Teams Annual Services.
3. Purchase Orders
3.1. Purchase Order. Licensee will issue Purchase Orders to Cellebrite specifying: (i) quantities of
each Product; (ii) price per unit for each Product (in accordance with the terms agreed upon
hereunder)("Price per Unit")and license fees; (iii)desired date for collection of the Products;
(iv) shipping instructions; and(v) any other data or information requested by Cellebrite.
3.2. Purchase Order Amendments. Changes to any Purchase Order require: (i) sufficient advance
notice for Cellebrite to make the necessary modifications and (ii) written confirmation from
Cellebrite for such modification to the Purchase Order. The Parties will confirm in writing any
changes in the Price per Unit or delivery schedule of the Product. The Licensee will reimburse
Cellebrite for all costs and expenses incurred by Cellebrite in connection with amendment of
the Purchase Order.
3.3. Purchase Order Confirmation. Cellebrite shall provide a written response to each Purchase
Order within seven (7) business days following the receipt of a Purchase Order. In the event
Cellebrite fails to respond to Licensee within said period, the Purchase Order shall be deemed
accepted("Confirmed PO").
3.4. Purchase Order Cancellation and Reimbursement of Charges. Licensee may cancel a Purchase
Order in whole or in part by giving Cellebrite a written notice in this respect no later than forty-
five (45) days prior to the designated delivery date. In the event Licensee cancels a Purchase
Order or any part thereof, Cellebrite shall reimburse Licensee for the relative part of the Total
Purchase Price (as defined below) paid by Licensee for the Products. Cellebrite may reduce
any sums to be reimbursed to reflect the costs of material which cannot otherwise be consumed
or used in the next three (3)months by Cellebrite in the course of its business.
4. Prices and Purchase Price
4.1. Price List. Cellebrite may,at its sole discretion,change its price lists or add or remove products
from the price lists. Changes in price lists shall take effect within thirty(30)days from the date
of notification to Licensee. It is hereby clarified that changes in price lists shall not apply to
Products underlying a Confirmed PO,however,price list changes will apply to any Confirmed
PO if Licensee has requested an amendment to the Confirmed PO and the amendment has not
been accepted by Cellebrite at the time of the price list change.
4.2. Total Purchase Price. Licensee shall pay Cellebrite the total price as set forth in the Purchase
Order("Total Purchase Price"). Cellebrite may charge Licensee for any modifications to an
accepted Purchase Order, including changes in the proposed delivery schedule.
4.3. Quoted Price. Unless otherwise agreed in writing, all prices quoted in the Purchase Order
("Quoted Price") shall be paid by Licensee to the account(s) indicated by Cellebrite. All
payments shall be made in US currency or other currency mutually agreed by the Parties. The
payment is considered made at the date when the amounts effectively reach Cellebrite's bank
account. The Quoted Price does not include transportation, insurance, federal, state, local,
excise, value-added, use, sales, property (ad valorem), and similar taxes or duties In addition
to the Quoted Price,Licensee shall pay all taxes, fees,or charges imposed by any governmental
authority. If Cellebrite is required to collect the foregoing, Licensee will pay such amounts
I
i
promptly unless it has provided Cellebrite with a satisfactory valid tax exemption certificate
authorized by the appropriate taxing authority.
4.4. Terms of Payment and Default Interest. Payment for the Products under any confirmed PO shall
be in accordance with the payment terms set forth in the Quote. Failure to make due payment
in accordance with the terms of the Quote may cause Cellebrite to apply an interest charge of
up to one and one-half percent(1.5%)per month(but not to exceed the maximum lawful rate)
on all amounts which are not timely and duly paid, accruing daily and compounding monthly
from the date such amounts were due. Licensee shall reimburse Cellebrite for all costs and
expenses incurred by Cellebrite in connection with the collection of overdue amounts,including
attorneys' fees. Licensee shall not be permitted to set off any deductions against any amounts
due to Cellebrite.
5. Delivery
5.1. Delivery Obligations. Delivery obligations of Cellebrite (including the delivery location and
time period) shall be as set forth in the Quote. The Product shall be free from any pledge, lien,
charge, hypothecation, encumbrance or other security interest upon its delivery to Licensee.
5.2. Transfer of Risk and Title. The transfer of the risk regarding the hardware (not the Software)
shall pass to Licensee upon delivery. Only upon full payment of Licensee to Cellebrite the title
of the hardware (not Software) shall pass to Licensee.
6. Represell(ations and warranties
6.1. Each Party warrants,represents,and undertakes that it has and shall continue to have full ability,
capacity,and authority required by law or otherwise to enter into and to perform its obligations
under the Agreement in a reliable and professional manner.
6.2. Licensee warrants,represents and undertakes that: (i)it has obtained,prior to the consummation
of this Agreement, all approvals, permits, licences, consents, authorisations, registrations,
permissions, notices, certifications, rulings, orders,judgements and other authorisations from
any applicable data subject, employee, employee representative body, regulatory authority, or
third party entity or person necessary for the use of the Product and/or the Software by Licensee
- or for Cellebrite to perform or provide any services related to the Product and/or the Software
("Permissions")which include,rights for Cellebrite to use,access,intercept,analyse,transmit,
copy,modify,and store,all of the intellectual property rights,Personal Information("Personal
Data"), confidential information, or other data or information that may be used, accessed,
intercepted, transmitted, copied, modified or stored by Cellebrite to perform or provide any
Services; (ii) the execution, delivery and performance of this Agreement have been duly
authorised by all necessary corporate actions; (iii) neither the execution and delivery of this
Agreement,nor compliance by it with the terms and provisions hereof and thereof,will conflict
with, or result in a breach of any judgment, order, writ, decree, statute, rule, regulation or
restriction; (iv) its performance of its obligations in accordance with the terms of the
Agreement will not breach any agreement by which it is bound, or violate or infringe any law
or any copyrights; (v) it shall use reasonable endeavours to provide such information and
assistance which is reasonably required to fulfil Cellebrite's obligations under the Agreement;
and (vi) it has the right to be in possession of, access, interact with and otherwise use, all
devices,equipment,programmes,data and media(including any telecommunications systems)
that are being used in connection with the Product and/or the Software and that the use of the
Product and/or the Software, including any instructions given to Cellebrite in connection with
the same,is made in compliance with all applicable laws; and(vii)all information provided by
it to Cellebrite during the term of the Agreement shall be complete and accurate in all material
respects, and that it is entitled to provide the information to Cellebrite for its use as
contemplated under the Agreement.
6.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or
Software, Licensee authorises Cellebrite to:
6.3.1. access all devices and all programmes, data and media contained on them;
6.3.2. obtain and retain personal data on the devices and programmes, data and media
contained on them;
6.3.3. access and intercept communications on the devices and programmes, data and media
contained on them; and
6.3.4. use technology or other means to circumvent measures designed to prevent
unauthorised access to devices and all programmes,data and media contained on them,
including where such measures are designed to protect copyright works.
6.4. Licensee shall provide to Cellebrite
6.4.1. evidence that Licensee's has obtained all Permissions required to permit Cellebrite to
perform its service obligations under the Agreement such as a search warrant.
6.5. Licensee shall also:
6.5.1. implement appropriate measures and policies to mitigate the risks of the Licensee's
employees,agents,subcontractors or consultants reporting any activities that form part
of the services provided by Cellebrite under this Agreement directly to any law
enforcement authority; and
6.5.2. immediately notify Cellebrite if Licensee becomes aware that any of Licensee's
employees,agents,subcontractors or consultants have reported any activities that form
part of the services provided by Cellebrite under this Agreement directly to any law
enforcement authority.
7. Responsibility
7.1. Subject to the terms of the Agreement and any ancillary documents thereto, each Party is
responsible to the other Party for damages it may cause to the other Party by its willful acts and
for its failure to fully or duly perform the conditions hereof.
7.2. Licensee will not, directly or indirectly, use, resell, deliver, transfer, lend, or otherwise make
available the Product and/or the Software to any of Cellebrite's competitors.
7.3. Licensee will not directly or indirectly use the Product and/or the Software, or otherwise resell,
deliver, transfer, lend, contribute or otherwise make available the Product and/or Software to
any party, person or entity in connection with any terrorist activity or activity or business in
any of the Restricted Territories in violation of sanctions administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of
State (including, without limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council ("UNSC"), the European Union, Her
Majesty's Treasury or other relevant economic sanctions authority.
7.4. Cellebrite may modify the list of Restricted Territories in its sole discretion. Cellebrite will
notify Licensee of any such modifications.
7.5. Both Parties shall comply with Cellebrite's Business Conduct Policy available
at litti):Hlegal.cellebrite.com/int]/Business_Conduct Policy.htm. If a Party breaches the
Business Conduct Policy,the non-breaching Party may terminate this Agreement by giving ten
(10) days' prior written notice to the breaching Party.
8. Com lip ance
8.1. Licensee is obligated to comply with the law applicable in connection with the business
relationship with Cellebrite. Licensee will comply with Cellebrite's Business Conduct Policy.
1 8.2. Licensee represents warrants and covenants that it shall not engage in any deceptive,
misleading, illegal or unethical practices that may be detrimental to Cellebrite or to any of
Cellebrite's products, including but not limited to the Product or the Software and shall only
use the Products or Software in compliance with all applicable laws and regulations (including,
without limitation, data protection, privacy, computer misuse, telecommunications
interception, intellectual property, and import and export compliance laws and regulations or
the applicable foreign equivalents).
8.3. Licensee and its subsidiaries and Affiliates will not (i) offer, promise or grant any benefit to a
public official for that person or a third party for the discharge of a duty; (ii) offer, promise or
grant an employee or an agent of a business for competitive purposes a benefit for itself or a
third party in a business transaction as consideration for an unfair preference in the purchase of
goods or commercial services; (iii) demand, allow itself to be promised or to accept a benefit
for itself or another in a business transaction as consideration for an unfair preference to another
in the competitive purchase of goods or commercial services, and; (iv) violate any applicable
anticorruption regulations and, if applicable, not to violate the US Foreign Corrupt Practices
Act (FCPA) and the UK Bribery Act or any other applicable antibribery or anti-corruption
law. Licensee further represents, covenants and warrants that it has, and shall cause each of its
subsidiaries and/or Affiliates to, maintain systems of internal controls (including, but not
limited to, accounting systems, purchasing systems and billing systems)to ensure compliance
with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption
law.
8.4. Upon Cellebrite's request, Licensee will confirm in writing that it complies with Section and is
not aware of any breaches of the obligations under this Section.
8.5. In the event Licensee is in contact with a Government Official concerning Cellebrite,discussing
or negotiating, or Licensee engages a third party to do so, Licensee is obligated (i) to inform
Cellebrite in advance and in writing, clearly defining the scope of the interaction, (ii) upon
request, to provide Cellebrite with a written record of each conversation or meeting with a
Government Official and(iii)to provide Cellebrite monthly a detailed expense report, with all
original supporting documentation. A"Government Official" is any person performing duties
on behalf of a public authority, government agency or department, public corporation or
international organization.
8.6. Cellebrite may immediately terminate this Agreement and any applicable Purchase Orders if
Licensee violates its obligations under this Section. Nothing contained in this Section shall
limit any additional rights or remedies available to Cellebrite.
8.7. Licensee shall indemnify Cellebrite and Cellebrite's employees from any liability claims,
demands, damages, losses, costs and expenses that result from a culpable violation of this
Section by Licensee.
8.8. Licensee will pass on the provision of this Section to its affiliates and bind its affiliates
accordingly and verify the compliance of its subsidiaries or affiliates with the provisions of this
Section.
9. Force Maieure
9.1. Neither party will be liable for delays in performance caused by any unforeseeable and
unpreventable circumstance or event beyond the party's reasonable control that interferes with
the performance of the Agreement ("Force Majeure"). Force Majeure includes, but is not
limited to, acts of God, war (whether declared or undeclared), terrorism, strikes, fires,
accidents, floods, civil disturbance and natural disasters. Upon the ceasing or termination of
Force Majeure, the Parties shall resume their responsibilities under the terms of the Purchase
Order and related agreements within 7 days (or, if the same is not possible, within reasonable
period of time).
9.2. A party seeking the protection of Section 9.1 shall provide written notice to the other party
within five(5)days of the beginning of the Force Majeure event.
�0.Export
10.1. The Parties acknowledge that the Product and/or the Software is or may be subjected to
regulations on customs, export or import control and/or re-export regulations applicable in the
United States, the European Union and its member countries, and/or other countries. Said
regulations include but are not limited to the provisions of the US Export Administration
Regulations (EAR)and the provisions of the regulations of the European Union.
10.2. Licensee expressly warrants, represents and covenants that it shall comply fully with all
applicable export laws and regulations of the United States and other jurisdictions to ensure
that neither the Product nor the Software are exported or reexported in violation of such laws
and regulations, or used for any purposes prohibited by such laws. As the Products and the
Software are subject to export control laws and regulations, Licensee shall not export or "re-
export" (transfer) the Product and/or the Software unless the Licensee has complied with all
applicable controls.
11.Miscellaneous
11.1. Publicity. Cellebrite may list Licensee as one of Cellebrite's customers. This Agreement and
any Purchase Order are considered Cellebrite's Confidential Information. Licensee shall not
make any public disclosure or announcements concerning this Agreement,any Purchase Order,
Cellebrite, the Products, and/or the Software, except as required by the Public Records Act,
Ch. 42.56 RCW,without the prior written consent of Cellebrite.
11.2. Lan, uW. Except where the context otherwise requires, the terms "including" and"includes"
shall mean "including without limitation" and "includes without limitation", respectively. If
any term hereof shall be held to be invalid or unenforceable for any reason, then the meaning
of such term shall be construed so as to render it enforceable to the extent feasible.If no feasible
interpretation would save such term hereof, it shall be severed herefrom, but without in any
way affecting the remainder of such term or any other term contained herein, unless such
severance effects such a material change as to render the terms of these GTC unreasonable.
11.3. Termination. Cellebrite may terminate this Agreement: (i) for its convenience by giving the
other sixty (60) days' prior written notice; (ii)by giving the other Party a written notice to be
immediately effective in case the other causes a material or continuous breach hereof
("continuous" meaning two or more occurrences of the same breach). All of Licensee's
obligations under this Agreement shall survive the expiration or termination of the Agreement.
Termination of this Agreement will not entitle Licensee to any deduction of the Quoted Price
or any refund of any prepaid fees unless the Agreement is terminated for Cellebrite's
convenience, or the Agreement is terminated for Cellebrite's breach. Upon termination of the
Agreement, for any reason, Licensee shall allow Cellebrite to access its premises for the
purposes of de-installation and transfer of the Product. Termination of the Agreement in
accordance with this Section shall not impose any liability on Cellebrite. Cellebrite may
terminate the Agreement and revoke the license granted hereunder by giving the other Party a
written notice to be immediately effective in case Cellebrite reasonably determines that it can
no longer comply with the terms of the Agreement in accordance with the requirement of any
applicable law,rule and/or regulations. Termination of the Agreement in accordance with this
Section shall not impose on Cellebrite liability of any kind.
11.4. Third Party Rights. A person who is not a party to the Agreement shall not acquire any rights
under them or be entitled to benefit from any of their terms.
11.5. HankruptC . If a voluntary or involuntary petition is filed under Title 11 of the United States
Code or its analogue in any jurisdiction or country,all debts that Licensee may owe to Cellebrite
shall be considered"administrative expenses"within the meaning of 11 U.S.C.Sec.503(b)(1)(a)
(as amended)or its analogue,and Cellebrite's claim or claims for those administrative expenses
shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(1) (as amended) or its
analogue. Licensee will use its best efforts to classify those claims as administrative under
applicable Law.
11.6. Relationship. The Parties intend to create an independent contractor relationship and nothing
contained in this Agreement shall be construed to make either the Licensee or Cellebrite
partners,joint venturers,principals,representatives, agents or employees of the other. Neither
Party shall have any right,power, or authority, express or implied,to bind the other.
11.7. Counterparts. This Agreement may be executed in any number of counterparts,including using
digital signatures or exchange of scanned copies of signed pages(e.g., in PDF format), each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
11.8 Public Records. Any provision of the Agreement that prohibits the City's disclosure of
information or records is not applicable to the extent it conflicts with Washington state law or
court rule. The City will give Cellebrite reasonable notice prior to disclosure to allow Cellebrite
a reasonable opportunity to seek injunctive or other applicable judicial relief preventing such
disclosure. If such relief is not obtained by Cellebrite, the City will not be in breach of this
Agreement by disclosing records as required by state law or court order. Notwithstanding the
foregoing, Cellebrite may request the City apply an exemption if Cellebrite believes an
exemption exists. However,the sole decision as to whether an exemption applies is the City's,
absent a court order.
Business Conduct Policies
1. Prevention of Internal Corruption
1.1. Purchaser shall not offer to Cellebrite or its representatives as a variation of the
Agreement or as a collateral agreement to it any advantage other than a cash discount.
1.2. Purchaser,or any person employed by Purchaser or acting on its behalf(whether with
or without the knowledge of Purchaser) shall not offer or give, or agree to give,to any
person any gift or consideration of any kind as an inducement or reward for doing or
forbearing to do,or having done or forborne to do,any action in relation to the obtaining
or execution of any agreement with Cellebrite, or for showing favor or disfavor to any
person in relation to any agreement with Cellebrite.
1.3. Purchaser shall report to Cellebrite if it is aware of any employee of Cellebrite or any
person acting on Cellebrite behalf having offered or given, or agreed to give, to any
person any gift or consideration of any kind as an inducement or reward for doing or
forbearing to do,or having done or forborne to do,any action in relation to the obtaining
or execution of any agreement with Cellebrite or for showing favor or disfavor to any
person in relation to any agreement with Cellebrite.
2. Compliance with Anti-Corruption Laws
2.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all
applicable country, federal, state and local laws, ordinances, codes, regulations, rules,
policies,regulations and procedures,related to anti-bribery/anti-corruption laws("Anti-
Corruption Law(s)").
2.2. Purchaser shall not commit, any offence under any Anti-Corruption Law, or other
offence involving fraud, corruption or moral turpitude, or shall have given any fee or
reward to any officer of Cellebrite which shall have been exacted or accepted by such
officer under cover of his office or employment but is not that officer's proper
remuneration.
2.3. Purchaser shall not take any action or permit or authorize any action which may render
Cellebrite liable for a violation of Anti-Corruption Laws and will not violate or cause
Cellebrite to violate,Anti-Corruption Laws in connection with Purchaser's provisioning
of services to Cellebrite under the Agreement.
3. Compliance with Anti-Money Laundering Laws
3.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all
applicable country, federal, state and local laws, ordinances, codes, regulations, rules,
policies,regulations and procedures,related to anti-money laundering laws,regulations
and rules and practices ("Anti-Money Laundering Laws").
3.2. Purchaser shall not commit,any offence under any Anti-Money Laundering Law,and
shall provide true information and statements to the extent the disclosure of such
information is required under such law.
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3.3. Purchaser shall not take any action or permit or authorize any action which may render
Cellebrite liable for a violation of Anti-Money Laundering Laws and will not violate or
cause Cellebrite to violate, Anti-Money Laundering Laws in connection with
Purchaser's provisioning of services to Cellebrite under the Agreement.
4. Vrevvnliorl ol'C oj-ru (ion of Governmental Officials
4.1. Purchaser shall not make and has not made directly or indirectly any payments or
given anything of value to any government official in connection with its engagement
with Cellebrite, or in obtaining any other business from any government agency or
instrumentality.
4.2. Purchaser will not use money or other consideration paid by Cellebrite for any
unlawful purpose, including any purposes violating Anti-Corruption Laws, such as
direct or indirect payments, for the purpose of assisting Cellebrite in obtaining or
retaining business,to any of the following:
4.2.1. Government officials(including any person holding an executive,legislative,
judicial or administrative office,whether elected or appointed,or of any public
international organization, such as the United Nations or World Bank, or any
person acting in any official capacity for or on behalf of such government,
public enterprise or state-owned business),
4.2.2. Political parties or party officials,
4.2.3. Candidates for political office, or
4.2.4. Any person, while knowing that all or a portion of such money or thing of
value will be offered, given or promised, directly or indirectly, to any of the
above-identified persons or organizations.
5. Prohibition against Forced Labor Child I-ahor•au(I "I Tarn-Shi )Ifient
5.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all
applicable laws pertaining to employment and employment practices,including all laws
relating to labor relations, equal employment opportunities, fair employment practices,
employment discrimination, harassment, retaliation, reasonable accommodation,
disability rights or benefits, immigration, wages, hours, overtime compensation, child
labor, hiring, promotion and termination of employees, working conditions, meal and
break periods,privacy,health and safety,workers'compensation, leaves of absence and
unemployment insurance.
5.2. Purchaser,or any person employed by it or acting on its behalf, shall not manufacture,
assemble or package products, shall not provide any service,and shall not engage in any
activity,in connection with the delivery of its obligation towards Cellebrite,through the
use of forced labor,prison labor or forced or illegal child labor.
5.3. Purchaser, or any person employed by it or acting on its behalf, shall not trans-ship
any products for the purpose of mislabeling evading quota or country of origin
restriction or for the purpose of avoiding compliance with forced labor,prison labor or
child labor laws.
6. Gencrai
6.1. References herein to the term"Purchaser"shall include any of the Purchaser's direct
or indirect parent, subsidiary and affiliated companies, and their respective successors
and assigns.
6.2. The Purchaser acknowledges that the provisions of this Undertaking serve as an
integral part of any agreement,written or oral,with Cellebrite.
6.3. This Undertaking shall be governed by and construed in accordance with the laws of
the State of Washington. excluding that body of law pertaining to conflict of law, and
shall be subject to the sole and exclusive jurisdiction of the competent courts located in
the State of Washington.
Exhibit B
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of the work hereunder
by the Contractor, their agents, representatives, employees, or
subcontractors.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance
Services Office (ISO) occurrence form CG 00 01 and shall cover
liability arising from premises, operations, independent Consultants,
products-completed operations, personal injury and advertising injury,
and liability assumed under an insured contract. The Commercial
General Liability insurance shall be endorsed to provide the Aggregate
Per Project Endorsement ISO form CG 25 03 11 85. The City shall be
named as an insured under the Consultant's Commercial General
Liability insurance policy with respect to the work performed for the
City but only to the extent of the liabilities assumed under the
Agreement using ISO additional insured endorsement CG 20 10 11 85
or a substitute endorsement providing equivalent coverage. If a
general aggregate limit applies, either the general aggregate limit shall
apply separately to this project/location or the general aggregate limit
shall be twice the required occurrence limit.
The Consultant may use Umbrella or Excess Policies to provide the
liability limits as required in this Agreement. This form of insurance
will be acceptable if all the Primary and Umbrella or Excess Policies
shall provide all the insurance coverages herein required. The
Umbrella or Excess policies shall be provided on a true "following form"
or broader coverage basis, with coverage at least as broad as provided
on the underlying Commercial General Liability insurance.
Cyber Liability insurance shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Consultant in this
Agreement.
Workers' Compensation coverage for the employees of Consultant and
subcontractors as required by the Industrial Insurance laws of the
State of Washington.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
Commercial General Liability insurance shall be written with limits no
less than $1,000,000 per occurrence, $2,000,000 general
aggregate.
Primary Non-Contributory Additional Insured coverage for the City of
Kent, et. al. but only to the extent of the liabilities assumed under
the Agreement.
C ber Liability insurance shall be written with limits no less than
$1,000,000 per occurrence or claim, $2,000,000 aggregate.
If the Consultant maintains broader coverage and/or higher limits than the
minimums shown above, the City requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the Consultant.
Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City. The above policy
limits may be obtained with excess liability (umbrella) insurance.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the
following provisions:
The Consultant's insurance coverage shall be primary insurance with
respect to the City but only to the extent of the liabilities assumed
under the Agreement. Any insurance, self-insurance, or insurance
pool coverage maintained by the City shall be in excess of the
Consultant's insurance policies and shall not contribute to the
Consultant's insurance policies but only to the extent of the liabilities
assumed under the Agreement.
1. Consultant must notify the City of any cancellation, non-renewal
or termination of any insurance policy within fourteen (14)
business days of their receipt of such notice, but only if either:
1) Consultant fails to maintain the same level of coverages
required by this Agreement, or 2) Consultant uses an insurance
company with less than A.M. Best rating of A:VII.
2. The City of Kent shall be named as an additional insured on all
policies (except Professional Liability) with respect to work
performed by or on behalf of the Consultant, but only to the
extent of the liabilities assumed under the Agreement and a
copy of the endorsement naming the City as an additional
insured shall be attached to the Certificate of Insurance.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not
less than A:VII.
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of
the Consultant before commencement of the work. The City waives no
rights, and the Consultant is not excused from performance if Consultant
fails to provide the City with a copy of the endorsement naming the City as a
Primary Non-Contributory Additional Insured.
INSURER'S/BROKERS VERIFICATION OF Professional Indemnity, Media, Intellectual Property&
Products Liability, Cyber Liability, Commercial General Liability and Non-Owned and Hired Auto
Liability Insurance
This verification is issued as a matter of information only and confers no rights upon any parties including without
limitation the Verification Holder. The verification does not amend, extend or alter the coverage afforded by the
policy of insurance summarised below,nor does it give the Verification Holder any interest or rights in respect of such
policy.No obligation is imposed herein on the signatory to advise of any alterations.
Name of Insured(s): CELLEBRITE MOBILE SYNCRONIZATION Ltd. &/or CELLEBRITE Inc. &/or
CELLEBRITE GmbH&/or CELLEBRITE ASIA PACIFIC PTE Ltd.&/or
CELLEBRITE SOLUCOES TECHNOLOGICAS LTDA&/or CELLEBRITE U.K.
limited&/or CELLEBRITE FRANCE SAS&/or CELLEBRITE CANADA MOBILE
DATA SOLUTIONS Ltd. &/or CELLEBRITE (BEIJING)MOBILE DATA
TECHNOLOGY CO. Ltd. &/or CELLEBRITE AUSTRALIA PTY LIMITED&/or
CELLEBRITE TECHNOLOGY PRIVATE LIMITED INDIA W or CELLEBRITE
JAPAN K.K BLACKBAG TECHNOLOGIES INC/or BlackBag
Technologies, Limited./or Cellebrite digital
Intelligence LP.
Period of Policy: From: 01 July 2023
To: 31 January 2025
both days inclusive Standard Time at the address of the insured
Coverage: Professional, Media, Intellectual Property& Products Liability, Cyber Liability,
Commercial General Liability Insurance.
Limit of Liability: USD 5,000,000 each and every claim and in the aggregate, including Costs during the
Policy Period
Insured Sections:
A.1 Professional,Media,Intellectual Property&Products Liability Third party claims USD 5,000,000
A.2.1 Breach of Network Security and Privacy USD 5,000,000
A.2.2 Notification Costs and Crisis Management Expenses USD 5,000,000
A.2.3 Network Restoration Costs USD 5,000,000
A.2.4 Theft Not applicable
A.2.5 Cyber Extortion USD 2,000,000
A.2.6 Business Interruption USD 5,000,000
A.2.7 Not applicable
A.3 Commercial General Liability USD 5,000,000
A.4 Non-Owned and Hired Auto Liability Not applicable
Each and every claim and in the aggregate, including Costs during the Policy Period
USD100,000 each and every Claim, including Costs during the Policy Period
Excess: other than as per condition 10, subsection A.
Waiting period—12 hours
Worldwide
Territorial Limits:
Policy Number: FN2310391
Insurer(s) Name(s) CNA Hardy Lloyd's Underwriter Syndicate No. 0382 HDU -100%
and percentage:
Name of Placing
Broker: Howden Insurance Brokers Ltd
howden
Retroactive Date: 23rdAugust 2002.
I certify that the above information is a true and correct statement
Signature
Name of signatory Richard Morrice
Capacity/Title Associate Director
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