SIGNED BY LEADSONLINE AND OPS LEADS ORDER FORM NO. S-18664 (12-31-28) (698232CD2E) ADD SIGN PAGE.PDF
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PAGE 1 LEADSONLINE ORDER SUMMARY NO. S-18664 AGENCY ID: 4275 | ORDER TOTAL: $185,073.82 CUSTOMER: UNIT: MARICOPA COUNTY, ARIZONA SHERIFF'S OFFICE YEAR ONE (Due Now) DUE DATE SCOPE OF SERVICES RATE QTY AMOUNT 01/01/2026 PowerPlus Investigations System $59,877.00 1 $59,877.00 Total: $59,877.00 YEAR TWO DUE DATE SCOPE OF SERVICES RATE QTY AMOUNT 01/01/2027 PowerPlus Investigations System $61,673.31 1 $61,673.31 Total: $61,673.31 YEAR THREE DUE DATE SCOPE OF SERVICES RATE QTY AMOUNT 01/01/2028 PowerPlus Investigations System $63,523.51 1 $63,523.51 Total: $63,523.51 PAYMENT TERMS &TAXES Unless otherwise specified on the Order Form(s), Customer must pay all fees within 30 days of each anniversary during the Initial Term and any subsequent renewal term. Eligible credits will be reviewed, assessed, and applied following the full execution of the Agreement and Order Form(s). FEES ARE EXCLUSIVE OF SALES, USE, WITHHOLDING, VAT, AND OTHER SIMILAR TAXES, AND IF REQUIRED BY LAW CUSTOMER IS RESPONSIBLE FOR PAYMENT OF SUCH TAXES. ANY TAXES REFERENCED AND/OR QUOTED ARE ESTIMATES ONLY, AND NOT ALL SERVICES AND/OR HARDWARE MAY BE SUBJECT TO TAXATION. FINAL TAX AMOUNTS WILL BE DETERMINED BASED ON APPLICABLE LAWS AT THE TIME OF INVOICING. CUSTOMER SHOULD PROVIDE A TAX EXEMPTION CERTIFICATE, IF APPLICABLE. PAGE 1 SUBSCRIPTION SERVICES AGREEMENT This Subscription Services Agreement (Agreement) is between LeadsOnline, LLC, a Delaware limited liability company (LeadsOnline), Maricopa County, Arizona (Customer), and is effective as of the date of the last signature below. This Agreement contemplates one or more Order Forms for Services, which are governed by the terms of this Agreement. 1. SERVICE a. This Agreement and the applicable Order Form provide Customer access to and usage of solution services involving hardware devices provided by LeadsOnline with accompanying software needed to operate such hardware and/or an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, which may be limited to a set number of Eligible Users, as defined and specified on an Order Form (Service). 2. USE OF SERVICE a. Customer Owned Data. All data, information, images, and files uploaded or otherwise entered by Customer into the Service remains the property of Customer, as between LeadsOnline and Customer (Customer Property), unless otherwise specified in the applicable Order Form regarding licensing terms for the Service offered under said Order Form. b. Responsibilities for Customer Property. Customer represents and warrants to LeadsOnline that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Property for use within the Service under this Agreement. Customer grants LeadsOnline the right to use the Customer Property solely for purposes of performing under this Agreement (which includes, without limitation, the right for LeadsOnline to enhance its technology and offerings). LeadsOnline will purge any or all Customer Property upon written request. Customer may export its Customer Property as allowed by functionality within the Service. c. General Responsibilities. Customer must (i) ensure that access to Service and information produced by or derived from it is limited to the Purpose defined in the Order Form, (ii) maintain any data accessed, received or otherwise derived from Service according to all applicable statutes, laws and regulations for use and disclosure of non-public personal information, (iii) connect to Service only using devices and browsers with proper encryption, (iv) promptly notify LeadsOnline (within the Service or by email to support@leadsonline.com) when an Eligible User is no longer employed by Customer or is no longer authorized to access Service, (v) ensure that each Eligible User is acting within the bounds of their authority from Customer and within their legal rights to search, possess, enter, analyze and use, all information and data submitted to and received from the Service, (vi) refrain from any use, misuse or actions related to Service or data that infringe, misappropriate, or otherwise violate any right of anyone, or that violate any applicable law, and ensure that any instructions or directives Customer gives to or regarding anyone do not conflict with applicable laws, (vii) use any hardware provided by LeadsOnline solely for the Purpose defined in the Order Form and in accordance with all applicable instructions, policies, and documentation provided by LeadsOnline, (viii) ensure that the hardware is used only by Eligible Users authorized under this Agreement and is not transferred, loaned, or sublicensed to any unauthorized person or entity, (ix) keep all hardware provided as part of the Service in good working condition, refrain from any unauthorized repairs, modifications, or tampering, and promptly notify LeadsOnline of any malfunction, damage, or loss, and (x) verify the accuracy, timeliness, context and relevance of information or communication from Service or personnel prior to taking action. Customer acknowledges that LeadsOnline does not enforce laws, does not provide legal advice, and does not claim to have authority or expertise in legal or law enforcement matters. d. Governmental Agency Public Records Clause. If Customer is a government agency and is required by law to permit the inspection and copying of public records, Customer acknowledges the Service contains information protected by exemptions to public disclosure laws in many states, and if Customer searches the Service in response to a request for Public Records, Customer is acting on its own accord. LeadsOnline does not grant Customer access to the Service for the Purpose of searching for or creating records to respond to a public records request when Customer did not have the record in its possession at the time of the request. e. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices, and ensure that any credentials related to the hardware under the Service are protected from unauthorized access; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, and the legality and accuracy of any data submitted to the Service, may not share any access credentials and must also prevent unauthorized access, tampering, or misuse of any hardware provided under the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify LeadsOnline promptly of any such unauthorized access; (iv) may use the Service and any associated hardware only in accordance with the Service's technical PAGE 2 documentation (including without limitation, video tutorials) and applicable law; and (v) must follow all provided guidelines for hardware setup, maintenance, and operation to ensure compliance and functionality under the Service. f. LeadsOnline Support. Unless otherwise specified in the applicable Order Form, LeadsOnline must provide Customer support for Service under the terms of LeadsOnline's Customer Support Policy (Support), which is located at leadsonline.com/customer-support. 3. WARRANTY DISCLAIMER a. WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE LEADSONLINE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. b. While Customer acknowledges that the Service may not be error-free and may not LeadsOnline does warrant that the Service is free from defects that will substantially affect performance, and that it has used commercially available tools designed to discern that no viruses or other security defects are present. LeadsOnline further warrants that the Service will function substantially in accordance with the Order Form. LeadsOnline will not intentionally introduce any virus, Trojan horse, spyware, programs. Notwithstanding the foregoing, Customer acknowledges and agrees that the Service may contain functionality that allows LeadsOnline to remotely disable or limit the hardware's operation in accordance with this Agreement, including but not limited to instances of non-payment or material breach by Customer. c. LeadsOnline cannot control the decisions and actions of Customer. LeadsOnline expressly disclaims and does not undertake or assume any duty, obligation or responsibility for any decisions, actions, reactions, responses, inaction by Customer as a result of or reliance on, in whole or in part, any use of the Service or information derived from it, or for any consequences or outcomes including death, injury, loss or damage to any property arising from or caused by any such actions decisions, reactions, responses, or inaction. 4. PAYMENT a. Fees and Payment. Customer must pay all fees as specified on the Order Form, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT, and other similar taxes, and if required by law Customer is responsible for payment of such taxes. b. Nonpayment. LeadsOnline will provide electronic notice (within the Service) and notice to the email registered with LeadsOnline (Customer is responsible for maintaining an updated email address with LeadsOnline) of the non-payment of an open invoice. If the payment is not made within 7 days of the first notice, then LeadsOnline may suspend Service and Support until the amount is paid in 5. MUTUAL CONFIDENTIALITY a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). LeadsOnline's Confidential Information includes, without limitation, the Service. Customer's Confidential Information includes, without limitation, the Customer Property. b. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any Purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its obligation under law or policy regarding confidentiality or have signed confidentiality Agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this Agreement. c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently PAGE 3 developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order unless otherwise directed by the court. 6. INFORMATION SECURITY a. Data Security Measures. To protect Customer Property from unauthorized disclosure, alteration, or misuse, LeadsOnline shall: i. Agree to the terms of the Federal Bureau of Investigation Criminal Justice Information Services (FBI CJIS) Security Addendum. ii. Ensure that LeadsOnline personnel with unescorted access to unencrypted Customer Property and/or physically secure locations have: Completed CJIS Security Awareness Training and have passed the Level Four CJIS Security Test designed for Information technology personnel (system administrators, security administrators, network administrator). Submitted to and successfully passed state of residency and national fingerprint-based record checks. iii. Apply appropriate controls according to the AICPA Trust Services Criteria for Security so as to maintain a secure environment for all Customer Property. iv. Maintain proper encryption of data in transit using 256-Bit Transport Layer Security (TLS) and at rest using FIPS 140-2 standards. v. Maintain advanced firewall and intrusion protection, database partitioning, patch management, account management, identification and authentication, configuration management and third-party application and network penetration tests. vi. Log events relative to access and use of the Services; maintain and protect logs from disclosure, alteration, or misuse. vii. Respond to security incidents; In the event of a data breach (as defined by applicable law), of Customer Property, LeadsOnline will act to eliminate the breach, preserve forensic evidence, and notify Customer without undue delay. LeadsOnline shall have no obligation to notify consumers or regulatory authorities of a breach of Customer data that was not the result of a data security incident experienced by LeadsOnline. viii. Purge any Customer Property upon written request. 7. INSURANCE a. Insurance Policies. LeadsOnline shall maintain insurance policies for property, general liability, auto, workers compensation, errors and omissions/cyber liability insurance. b. Additional Insured. For the purposes of this Agreement, Customer, its officers, officials, employees, and volunteers shall be deemed additional insureds on the general liability policy with respect to liability arising out of work or operations performed by or on behalf of request. 8. PROPERTY a. Reservation of Rights. LeadsOnline and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with LeadsOnline. Title to any hardware provided under this Agreement passes to Customer upon full payment as specified in the Order Form; however, LeadsOnline retains all intellectual property rights related to any software, firmware, or proprietary technology embedded in or used to operate the hardware. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. LeadsOnline reserves all rights that are not expressly granted in this Agreement. b. Restrictions. Customer may not: (i) share, provide, sell, resell, rent, or lease the Service or use it in a service-provider capacity or allow access to the Service, its output, or any associated hardware, software, firmware, or proprietary technology by a third party, except as expressly permitted in this Agreement; (ii) use the Service or any hardware provided as part of the Service, to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third party rights; (iii) interfere with or disrupt the integrity or performance of the Service, including but not limited to tampering with, modifying, or attempting to bypass any security, tracking, or management features within any software or hardware provided as part of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks or use any automated means to monitor, access or copy any data from the Service; (v) reverse engineer, decompile, disassemble, or PAGE 4 otherwise attempt to discover the underlying technology, software, or firmware of the Service or hardware, or modify, alter, or remove any proprietary markings or security features; (vi) resell, transfer, or dispose of the hardware in a manner inconsistent with this Agreement, including attempting to sublicense or lease it to a third party without prior written consent; the Service; or (vii) access the Service to build a competitive service or product, or copy any feature, function, or graphic. LeadsOnline may suspend Service to Customer if LeadsOnline believes in good faith that use of the Service poses threat to the security, availability, or legality of the Service; in such event, LeadsOnline will work with Customer to address the issue and restore Service as quickly as possible. c. Audit Information. LeadsOnline logs events related to user registration, contacts, access, and use of the Services for legal, audit, security, and support Purposes (Audit Information). Audit Information is not Customer Property. 9. TERM &TERMINATION a. Term. This Agreement continues until the 30th day after all Order Forms have expired or earlier terminated as provided below. b. Term of Order Forms. The term of each Order Form is specified in the Order Form. c. Mutual Termination for Material Breach. If either party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written 30-day (30) notice/cure period if the breach has not been cured. d. Termination by Mutual Consent. This Agreement and/or any Order Form may be terminated by the mutual consent of both parties. e. Termination of an Order Form Due to Non-Appropriation of Funds. Government Customers may terminate services in an Order Form by providing sixty (60) written notice to LeadsOnline prior to the next contract year if funding to make the next scheduled payment is not duly appropriated and authorized. f. Return of Customer Property: Within sixty (60) days after termination, upon written or electronic request LeadsOnline will make the Service available for Customer to export Customer Property as provided in Section 2(a). After such a sixty-day (60) period, LeadsOnline has no obligation to maintain the Customer Property and may destroy it unless otherwise required by law or a court order. 10.LIABILITY LIMIT a. Indemnification for Third-Party Claims. LeadsOnline will defend or settle any third-party claim against Customer to the extent that such claim alleges that the LeadsOnline technology used to provide the Service violates a copyright, patent, or trademark (IP Indemnity Claim), if Customer: promptly notifies LeadsOnline of the claim in writing; cooperates with LeadsOnline in the defense; and allows LeadsOnline to solely control the defense or settlement of the claim. Costs. LeadsOnline will pay infringement claim defense costs it incurs in defending Customer, and LeadsOnline-negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then LeadsOnline may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If LeadsOnline determines that none of these are reasonably available, then LeadsOnline may terminate the Service and refund any prepaid and unused fees. Exclusions. LeadsOnline has no obligation for any claim arising from: Custo on; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; reof accessible via the Services including Customer Property; or technology or aspects not provided by LeadsOnline. THIS SECTION CONTAINS EXCLUSIVE REMEDIES AND SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. b. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LEADSONLINE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS. c. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR LEADSONLINE'S INDEMNITY OBLIGATIONS RELATING TO IP INDEMNITY CLAIMS, LEADSONLINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, EXCEPT THAT THE ABOVE LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS FOR THE SERVICE. PAGE 5 11.GOVERNING LAW & FORUM a. Government Customers. This Agreement is governed by the laws of the State where Customer is located (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for the County where Customer is located, and each party submits to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. b. All other Customers. For all other Customers, this agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Collin County, Texas and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. 12.OTHER TERMS a. Entire Agreement and Changes. This Agreement and the Order Form constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or Agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless both parties sign an amendment to this Agreement. b. No Assignment. Neither party may assign or transfer this Agreement to a third party, except that the Agreement and all Order Forms may be assigned without the consent of the other party as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an affiliate. c. Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation. d. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an employee, or partner of the other party or the other party's affiliates. e. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities. f. Money Damages Insufficient. Any breach by a party of this Agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this Agreement. g. No Additional Terms. LeadsOnline rejects additional or conflicting terms of any Customer form-purchasing document unless signed by both parties. h. Order of Precedence. If there is an inconsistency between this Agreement and an Order Form, the Order Form prevails. i. Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights, and such other provisions that by fair implication require performance beyond the term of this Agreement shall survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable. j. Feedback. If Customer provides feedback or suggestions about the Service, then LeadsOnline (and those it allows to use its technology) may use such information without obligation to Customer. k. Customer Specific Terms. In the event there is an inconsistency between the Order Form and these Maricopa County Specific Terms, the Maricopa County Specific Terms prevail. i. Statutory Right of Cancellation For Conflict of Interest. Notice is given that, pursuant to A.R.S. § 38-511, the Customer may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the Customer is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, PAGE 6 pursuant to A.R.S § 38-511, the Customer may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the Customer from any other party to the contract arising as the result of the contract. ii. Non-Discrimination. LeadsOnline agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this Agreement, LeadsOnline shall not discriminate against any employee, client, or any other individual in any way because of that person 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) iii. Written Certification Pursuant to A.R.S. § 35-393.01. If LeadsOnline engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, LeadsOnline certifies it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. iv. Verification Regarding Compliance with A.R.S. § 41-4401 And Federal Immigration Laws And Regulations. a). By entering into this Agreement, LeadsOnline warrants compliance with the Immigration and Nationality Act (INA using E- Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). LeadsOnline shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of this Agreement. LeadsOnline and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under this Agreement and verify employee compliance using the EVerify system and shall keep a record of the verification for the duration -9 forms are available for download at https://www.uscis.gov/. b). work under this Agreement to verify compliance with subparagraph a) of this section. LeadsOnline and its subcontractors shall be given re specified. Should the Customer suspect or find that LeadsOnline or any of its subcontractors are not in compliance, the Customer will consider this a material breach of this Agreement and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of this Agreement for default, and suspension and/or debarment of LeadsOnline. All costs necessary to verify compliance are the responsibility of LeadsOnline. v. Forced Labor. a). By entering into this Agreement, LeadsOnline agrees to comply with all applicable portions of A.R.S. § 35-394. b). LeadsOnline certifies that it does not currently, and agrees for the duration of this Agreement, that it will not use: 1). 2). 3). Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the c). If LeadsOnline becomes aware during the term of this Agreement that LeadsOnline is not in compliance with this section, LeadsOnline shall notify the Customer within five business days after becoming aware of the noncompliance. If LeadsOnline fails to provide a written certification to the Customer that LeadsOnline has remedied the noncompliance that if the agreement termination date occurs before the end the 180 day period, this Agreement terminates on the agreement termination date. < < < SIGNATURE PAGE TO FOLLOW > > > PAGE 1 13.SIGNATURES a. Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behalf of its respective party. LEADSONLINE, LLC (LEADSONLINE) Signature: Printed Name: Alexander Finley Title: CEO Date: Address: 6900 Dallas Parkway, Suite 825, Plano, TX 75024, United States MARICOPA COUNTY, ARIZONA (CUSTOMER) Signature: Printed Name: Title: Date: Address: 550 West Jackson Street, Phoenix, AZ 85003, United States a. Law Enforcement Use. Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the juris a. Audit Records means records audit records retained for administrative, legal, audit, or other operational purposes. Audit Records are protected from modification, deletion and unauthorized access and are retained for a minimum of one (1) year. b. Deconfliction Data means the subset of data provided to be made aware of activity by another Law Enforcement Official or Law Enforcement Customer regarding a matching person, person of interest, phone number, device identifier, item of property, location, vehicle or other data element to facilitate the benefits of coordinated investigative efforts by Law Enforcement Officials. c. Law Enforcement Official means a person employed by and authorized by a Law Enforcement Customer to, in their official duties, access or submit data according to the terms of this agreement. d. Reporting Business means any entity that records Transaction Data regarding the receipt or other disposition of merchandise or materials and reports such Transaction Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. e. Repository Data means data and any other information LeadsOnline has received from entities other than the Customer. f. Transaction Data means information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including, but not limited to, the transaction number, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. g. Analysis Files means records electronically submitted by a Customer to the Service for automated analysis. Analysis Files include but are not limited to unstructured images, video, audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, which reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. Analysis Files are Customer Property. a. Service Recipient. An unlimited number of authorized personnel of Customer in its Sheriff's Office, each with a unique login (Eligible Users). i. Eligible User logins may not be shared and individuals who are not Eligible Users may not access the Service. ii. During initial onboarding, Customer may provide LeadsOnline with the names and email addresses of Eligible Users. a. Order Term. This Order Form will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Term) and any renewal Service Periods or until termination by LeadsOnline or Customer as described below. The Effective Date shall be defined as the date of the last signature below. b. Payment Terms. Payment shall be made on or before each anniversary during the Initial Term and any renewal term thereafter. START DATE END DATE RATE QTY TOTAL DUE c. Renewals. Neither party is obligated to renew this Order Form. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Order Form for additional one- renewal Service Period at then- d. CAPABILITY POWERPLUS KEY FEATURES AND CHARACTERISTICS PowerPlus Nationwide Search Nationwide search access through pawn shop, secondhand and scrap metal recycler transactions. Unlimited accounts/searches for your personnel working your cases. Continuous saved searches alert investigators to persons or property after. Results include images of property, sellers, vehicles, thumbprints, etc. as reported. Robust identity resolution to spot suspect activity when identifiers are incorrect or out of date. Possible associates report identifying other leads in cases. Advanced property identification to overcome incomplete descriptions and missing information. Daily Stats (hits and statistics for each user). Nationwide Inter-Agency Deconfliction System Benefit from coordinated investigative efforts through pointers to the records of other Law Enforcement Agencies when users match persons, property, devices, vehicles, and other entities. Phone Forensic Extraction Search Upload files from device extraction tools (i.e., Cellebrite, XRY, Oxygen) to find and identify activity of suspects. NCIC Stolen Property Notification Automated alerts on property including guns, articles and vehicles from your cases found within and outside of your jurisdiction. Person / Property Notification Automatic alerts on suspects, wanted persons and stolen property Compliance Management Free online reporting system for all pawn/secondhand stores. Easy reporting for businesses. Compatible with point-of-sale systems. Property hold management system. Message Inbox for alerts and communication to and from businesses in your jurisdiction. Unlimited technical support for reporting businesses. OfferUp & eBay Marketplace Access Identify persons in your cases when evidence is found in online listings. Unlimited Support Updates, training and support for Customer personnel and businesses. CompStat Mapping System Visualize suspect activity within and outside your jurisdiction. LeadsOnline Toolbox Automated search warrant generation, automated phone lookups, repository of training materials, video tutorials, templates, resources, software, process guides, carrier and network specifications, contacts, subject matter assistance and other content relevant to criminal investigations. Citizen Property Inventory System Community engagement for improved reporting of property crimes via LeadsOnline ReportIt. a. Registration. Eligible Users register for a user account at www.leadsonline.com; Customer may provide lists of Eligible Users for expedited processing. b. Training. LeadsOnline Support will activate Eligible Users and provide training via in-app instructions, videos, and live support. c. Support. Technical support services for non-critical issues, training and general assistance are provided to end-users in the form of unlimited email and/or telephone support, Monday through Friday 7:00 AM 5:30 PM CST via toll-free at (800) 311-2656 or support@leadsonline.com. a. This Order Form is attached to and incorporated into the Subscription Services Agreement between Customer and LeadsOnline dated [qo4dbnz_________] (Agreement). This Order Form is governed by the terms of the Agreement between the parties. All terms not defined in this Order Form have the meanings ascribed to such terms in the Agreement. This Order Form and the Agreement constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this Order Form is effective unless both parties sign an amendment to this Order Form. LeadsOnline may include a purchase order number on response to a quote, order form or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. LEADSONLINE, LLC (LEADSONLINE) MARICOPA COUNTY, ARIZONA (CUSTOMER) Signature: [2tg0w8a_____________________] Signature: [zb20do2_____________________] Printed Name: Alexander Finley Printed Name: [xwcopf9_____________________] Title: CEO Title: [65992rb_____________________] Date: [u6cy4m3_________] Date: [n9gffor_________] Address: 6900 Dallas Parkway, Suite 825, Plano, Texas 75024-4200 Address: 3345 West Durango Street, Phoenix, Arizona 85009, United States LEADSONLINE ORDER SUMMARY NO. S-18664 PAGE 4 Maricopa County Board of Supervisors ________________________________________ Kate Brophy McGee Date Chair of the Board ATTEST: ________________________________________ Juanita Garza, Date Clerk of the Board IN ACCORDANCE WITH A.R.S. §11-952 THIS CONTRACT HAS BEEN REVIEWED BY THE UNDERSIGNED WHO HAS DETERMINED THAT THIS CONTRACT IS IN APPROPRIATE FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO EACH RESPECTIVE PUBLIC BODY. ________________________________________ Maricopa County Attorney Date