Amendment No. 2 JusticeTrax
Extracted text (via pymupdf)
114851 characters
1
05/10/2023
C20-0847-3
AMENDMENT NO. 2
SERVICES AGREEMENT
(JusticeTrax Inc., Contract No. C20-0847)
This Amendment No. 2 (“Amendment”) to the Services Agreement (“Agreement”) is made this
______ day of ________, 2023, (“Effective Date”), by and between the City of Glendale, an Arizona
municipal corporation (“City”) and JusticeTrax Inc., an Arizona corporation, authorized to do
business in Arizona (“Contractor”).
RECITALS
A.
City and JusticeTrax Inc. (“Contractor”) previously entered into a Services Agreement,
Contract No. C20-0847, dated November 20, 2020 (“Agreement”); and
B.
The Agreement originally had a one (1) year term with no renewals and expiring on November
13, 2021; and
C.
Amendment One extended the contract for one-year period from November 14, 2021 through
November 13, 2022 and add three (3) additional one-year periods to the contract and increased
the compensation of the Agreement to $41,000; and
D.
The City and Contractor extended the contract from November 14, 2022 and November 13,
2023; and
E.
City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.
AGREEMENT
In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree
as follows:
1.
Recitals. The recitals set forth above are not merely recitals but form an integral part of this
Amendment.
2.
Term. The term of the Agreement is extended for a one-year period from November 14,
2023 through November 13, 2024, unless otherwise terminated or canceled as provided by the
Agreement. All other provisions of the Agreement except as set forth in this Amendment
shall remain in their entirety.
3.
Scope of Work. The Contractor provided the City JusticeTrax LIMS-Plus v3 Software as an
on-premise installation, and the Contractor is now providing the same application but as a
cloud based solution. Previously the City only had 7 licenses and in the new subscription closed
based solution the Contractor authorizes 11 users.
2
05/10/2023
4.
Compensation. The total purchase price for the supplies and/or services purchased under
this agreement is amended to increase by $50,000 and shall no exceed $91,000 for the entire
term of this Agreement (extended term plus any renewals).
5.
Insurance Certificate. Current certificate will expire on November 13, 2023 and a new
certificate applying to the extended term must be provided prior to this date to Materials
Management and the Contract Administrator.
6.
Non-discrimination. Contractor must not discriminate against any employee or applicant
for employment on the basis of race, color, religion, sex, national origin, age, marital status,
sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S.
military veteran status or any disability. Contractor will require any Sub-contractor to be bound
to the same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.
7.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.
8.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:
(a)
the forced labor of ethnic Uyghurs in the People’s Republic of China;
(b)
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
(c)
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.
9.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.
10.
Ratification of Agreement. City and Contractor hereby agree that except as expressly
provided herein, the provisions of the Agreement shall be, and remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions
of this Amendment shall prevail.
[Signatures on the following page.]
EXHIBIT A
JUSTICETRAX SAAS AGREEMENT
Head Agreement
Page 1 of 48
AGREEMENT
between
Glendale Police Department Criminal Investigations Division
-and-
JusticeTrax, Inc.
for the supply of a Software as a Service for the Forensic Laboratory as
described herein.
Agreement #
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 2 of 48
This Agreement, made on the last date listed in the signature page (the “Effective Date”)
BETWEEN:
JusticeTrax, Inc., a corporation duly incorporated under the laws of the state of Arizona
having its office located at 1 North Macdonald, Suite 500, Mesa AZ 85201
(Hereinafter referred to as “JusticeTrax”)
AND:
Glendale Police Department Criminal Investigations Division, a city government agency
duly incorporated under the laws of Arizona and having its office located at 6835 North
57th Drive, Glendale, AZ 85301.
(Hereinafter referred to as the “Customer”)
WHEREAS the Customer wishes to acquire a Computer System through a combination of On-Site Application
Software, Onboarding Services, and SaaS Services, including training, support, and related services for the
Customer including Laboratory (hereinafter referred to as the “Forensic Laboratory”);
AND WHEREAS JusticeTrax has represented that it has the capacity and is authorized and willing to supply
the On-Site Application Software, Software as a Service, and Professional Service on the terms set out in
the Agreement.
NOW THEREFORE in consideration of the mutual covenant herein contained, the Customer and JusticeTrax
(hereinafter collectively referred to as the “Parties”, or individually as a “Party”) agree as follows:
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 3 of 48
1.
Definitions
1.1
"Agreement" means this agreement, all exhibits attached hereto, all documents incorporated by
reference herein or therein and all instruments supplemental and/or amendments hereto or
thereto.
1.2
"Application Software" means JusticeTrax’s proprietary programs, including both object code and
source code, as described by the JusticeTrax-provided Documentation, any subsequent release notes
and other pertinent documentation, which JusticeTrax has covenanted to license to the Customer to
use pursuant to the terms of this Agreement.
1.3
“Authorized Person” means an employee, or independent contractor of JusticeTrax who has a
legitimate need to know or otherwise access Customer Data to enable JusticeTrax to perform its
obligations under this Agreement, and who is bound in writing by confidentiality obligations
sufficient to protect Customer Data in accordance with the terms and conditions of this Agreement.
1.4
“Authorized User(s)” means an employee, or independent contractor of Customer (solely to the
extent such contractor is providing services to Customer), who has been authorized by Customer to
use the Product.
1.5
“Business Days” for the purposes of this Agreement shall mean weekdays, Monday through Friday,
excluding holidays recognized JusticeTrax.
1.6
“Change Order” means a document, agreed and signed by both Parties, that changes an existing
Statement of Work.
1.7
“CJIS” means Criminal Justice Information Services.
1.8
“Computer System” or “System” includes all aspects of Application Software and Services to be provided
by JusticeTrax to the Customer pursuant to this Agreement, as identified in the Price and Payment Terms
(Exhibit C).
1.9
“Configured and Available for Use” means that JusticeTrax has completed agreed upon configuration
services and made the application(s) available for Customer use.
1.10 “Critical Priority Errors” means complete system failure where the Product is not available for use.
1.11 “Customer Data” means all data (including Personal Data), information, content and other materials
stored or transmitted by Customer and any Authorized User through the SaaS Services, excluding
any Third-Party Data and any JusticeTrax Data.
1.12 “Customization” means an extension or modification of a Product feature that requires custom
coding and/or implementation.
1.13 “Documentation” means the user guides and administration guides (found under the help files in
each application), release notes, technical information, and training materials, and any other
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 4 of 48
documentation provided by JusticeTrax throughout the Agreement, for the On-Site Application
Software and SaaS Services that JusticeTrax provides the Customer.
1.14 “Fees” means the monetary amount to be paid by the Customer to JusticeTrax for the rights granted
and services provided under this Agreement, as mutually agreed upon and listed in Exhibit C.
1.15 “High Priority Errors” means a serious problem that materially affects the operational use of the
Product.
1.16 “Interface Control Document” means the terms, if applicable, governing any integrations with Third
Party Applications, as defined in Exhibit D.3.
1.17 “Intellectual Property Rights” means all intellectual and industrial property rights, whether now
existing or existing in the future, including without limitation, (i) all patent rights, including any rights
in pending patent applications and any related rights; (ii) all copyrights and other related rights
throughout the world in works of authorship, including all registrations and applications therefor;
(iii) all trademarks, service marks, trade dress or other proprietary trade designations, including all
registrations and applications therefor (iv) all rights throughout the world to proprietary know-how,
trade secrets and other confidential information, whether arising by law or pursuant to any
contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual
property recognized in any jurisdiction.
1.18 “Major Enhancement Release” means a change or new release of the Product then in use by the
Customer containing new functions, features and enhancements that have become part of the
standard system.
1.19 “Minor Enhancement Release” means a change or new release of the Product then in use by the
Customer designed to correct Problem(s) and/or provide minor functionality additions.
1.20 “Onboarding Period” means the period during the Term before the Production Period during which
JusticeTrax will provide Onboarding Services.
1.21 “Onboarding Services” means the evaluation, consultation, implementation, customization,
configuration, development of interfaces, and other services provided by JusticeTrax in connection
with the Product. This is including, but not limited to, project management, re-
engineering/implementation, training, conversion, and installation as listed in the Price and Payment
Terms (Exhibit C) and as further described in the Statement of Work (Exhibit D.2), and related
onboarding documentation, which are detailed in Exhibits D through D.7.
1.22 “On-Site Application Software” means JusticeTrax’s proprietary software programs as described in
sub-section 1.2 that are installed and used on Customer’s own systems or premises, on the terms
set out in Exhibit A.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 5 of 48
1.23 “Open-Source Software Components” means software programs, libraries, or distributables
(commonly known as “public”, “open source” or “free” software) made publicly available by the
copyright holders.
1.24 “Open-Source Software Component Licenses” means licenses applicable to the particular Open-
Source Software Components, either supplied by JusticeTrax or the Customer, that may be part of
the Product.
1.25 “Personal Data” means the Customer Data provided to JusticeTrax by or at the direction of the
Customer, or to which access was provided to JusticeTrax by or at the direction of the Customer, in
the course of JusticeTrax’s performance under this Agreement that identifies or can be used to
identify an individual (including, without limitation, names, signatures, addresses, telephone
numbers, e-mail addresses and other unique identifiers).
1.26 “Problem” means a failure of the Product to function substantially in accordance with the
Documentation.
1.27 “Product” means the combination of the SaaS Services, On-Site Application Software, and
Documentation, which the Customer is authorized under the Terms in Exhibit A to use in the course of
their normal operations. The term “Product” includes sort of any Major and Minor Enhancement
Releases, and Customization.
1.28 “Production Environment” means the live environment for the product used by the Customer.
1.29 “Production Period” means the period during the Term following Configured and Available for Use
of the Product(s).
1.30 "Production Use" means the use of one or more functional application components to collect and
manage real laboratory information for the purpose of serving actual stakeholder needs; this is in
contrast to "testing mode", where real laboratory information may be used, but only for the purpose
of evaluation and testing.
1.31 “Services” means the services provided or required to be provided by or through JusticeTrax,
including without limitation, Onboarding Services and SaaS Services.
1.32 “Software as a Service” or “SaaS Services” means the Application Software, and related software-as-
a-service, hosting, maintenance and/or support services made available by JusticeTrax for remote
access and use by the Customer, including any Documentation hereto.
1.33 “Source Code” means a collection of computer instructions written using a human-readable
programming language. Source Code shall include all material including, but not limited to, design
documentation, Software Documentation, reference manuals, libraries for the Software, and
interface software, in any form (printed, electronic, or magnetic).
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 6 of 48
1.34 “Support” means services which are provided by JusticeTrax to the Customer, as described herein,
regarding Problem(s) encountered with standard, unmodified Product, and with JusticeTrax’s
modifications to or interfaces with the Products, and which are necessary to:
i. resolve Problems and provide temporary “work around” solutions, if necessary;
ii. assist with data manipulation, duplication or restoration where data has been affected by
defects under paragraph (i) immediately above, but not by hardware defects or operator error
or misuse of any of the software or hardware;
iii. periodically review all Products to identify and resolve Problems on a preventative basis; and
iv. provide, in a timely manner, all Major and Minor Enhancement Releases.
1.35 “Support Authority” means the Customer’s designated employee(s) authorized to approve
additional, separately billable time & materials support work, beyond that included within this
Agreement.
1.36 “Support Contact” means Customer’s designated employee, a consultant providing services directly
to the Customer, or another designated Customer representative with whom JusticeTrax will
communicate when providing Support. The Support Contact must be knowledgeable about how the
Product is being used and must be familiar with the operating environment under which it is being
used.
1.37 “Term” means the Initial Term and any Renewal Term.
1.38 “Third Party Application” means a third-party service by a Third-Party Provider(s) approved by
JusticeTrax to which the Customer and any Authorized User facilitates JusticeTrax’s Vendor access
to, and use of the SaaS Services, via an application programming interface or other means.
1.39 “Third Party Components” means any components of the Product provided by third parties, including
Open-Source Components and third-party proprietary software or services (e.g. Microsoft Azure
Cloud (Azure)).
1.40 “Third Party Data” means any data owned by a third party that the Customer accesses via the
Product.
1.41 “Third Party Providers” means third parties, including other vendors, federal agencies,
state/provincial agencies, and local agencies that control products and/or databases with which the
Product are to be interfaced but for the avoidance of doubt shall not include any Third-Party
Suppliers.
1.42 “Third Party Suppliers” means any party who provides products and/or services, including Open-
Source Software and Third-Party Components that contribute to the overall Product provided to the
Customer by JusticeTrax.
1.43 “Transition Assistance” has the meaning given in Section 12.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 7 of 48
1.44 “JusticeTrax Data” means data, information, content, and other materials provided, stored or
transmitted through the SaaS Services, which are the property of JusticeTrax, including, without
limitation, Documentation and standard forms.
1.45 “JusticeTrax Certified Browsers” means acceptable browsers on which JusticeTrax shall operate its
Software. This internal list shall be maintained by JusticeTrax.
2.
Contract Documents
2.1
This Agreement consists of the following documents:
2.2
This document setting forth Sections 1 through 25, inclusive, as the main body of this Agreement
(also known to the Parties as the “Head Agreement”) as duly executed by both Parties and reflecting
any subsequent mutually endorsed changes to or extensions of this document.
2.3
The attached Exhibits forming part of the Agreement:
Exhibit A: License Terms
Exhibit B: Annual Subscription Support Terms
Exhibit C: Price & Payment Terms
Exhibit D: Onboarding Terms & Conditions
Exhibit E: Minimum Client and Peripheral Specification
Exhibit F: Customer Supplied Hardware and Third-Party Software
2.4
These documents are incorporated by reference and are an integral part of this Agreement, their
precedence being in the order of presentation described above, recognizing the Change Control Log
(Exhibit D.9) or any amendments expressly stated to supersede all contract documents.
2.5
Each party shall notify the other of any error, omission, ambiguity, discrepancy, or inconsistency that
the respective party may find in any of the documents comprising this Agreement. Neither party
shall be entitled to take advantage of any known error, omission, ambiguity, discrepancy, or
inconsistency and, without limitation, neither party shall be permitted to use any such error,
omission, ambiguity, discrepancy or inconsistency as the basis of a claim for additional payment or
extension of time. Upon discovery of such error, omission, ambiguity, discrepancy or inconsistency
in this Agreement, the Parties shall take such measures as are required to overcome the problem
and, if necessary, shall negotiate necessary amendments to cure or correct same.
2.6
It is not uncommon for changes to be identified and mutually agreed to as necessary during the term
of an agreement, such as this Agreement. This may involve changes to software, hosting services,
functionality, training, etc. with an associated additional cost, or it may entail changes to schedules,
sequences, staff, etc. that do not involve changes to costs. In either event, such changes must be
documented in writing. Changes without financial impact will be documented in the form of project
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 8 of 48
status reports. All changes with financial impact or that result in any amendment to the terms of
this Agreement will follow the change order process set forth in Change Control Log (Exhibit D.9).
3.
Term of Agreement
3.1
This Agreement shall be effective from the Effective Date and shall expire on the date of Configured
and Available for Use (the “Initial Term”), as indicated in the Statement of Work (Exhibit D.2). Subject
to termination in accordance with Section 10, automatic one (1) year subscription extensions (each
a “Subscription Renewal Term”) shall continue thereafter, unless either party provides advance
notice of the intention to not renew at least ninety (90) days prior to the otherwise automatic
renewal date.
3.2
The Subscription Renewal Term may be subject to pricing increases, which shall be provided in
writing at least sixty (60) days prior to the extension date.
3.3
Renewal of the subscription shall be offered to the Customer at the prevailing commercial rates for
such product and services as charged to other clients of JusticeTrax at that time and in accordance
with the terms set forth in the Agreement. Additional charges may be incurred if the continuity of
support status is interrupted at any time.
4.
Security
4.1
Background Screening. JusticeTrax agrees that all personnel JusticeTrax employs pursuant to this
Agreement shall be subject to JusticeTrax’s background and security checks and screening
(collectively “Background Screening”) at JusticeTrax's sole cost and expense as set forth in this
paragraph. The Background Screening shall include, as a minimum, criminal record checks, local
police record checks, and credit checks. Any additional Background Screening required by the
Customer may be at additional cost.
4.2
FBI CJIS Security Addendum. JusticeTrax agrees to the terms and requirements set forth in the
Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Addendum
for the Term of this Agreement.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 9 of 48
5.
Price and Payment Terms
5.1
In consideration of JusticeTrax supplying the described Product and Services in accordance with this
Agreement, the Customer agrees to pay unto JusticeTrax the dollar amount identified as the Total
Agreement Price in the Price and Payment Terms (Exhibit C) under the terms and conditions as set
out in sub-sections 5.2 to 5.3 below and according to the Price and Payment Terms (Exhibit C).
5.2
This Total Agreement Price is calculated assuming there are no sales or use taxes or tariffs payable.
In the event that additional sales or use taxes or tariffs are payable as determined by an authorized
taxing authority, the Customer is responsible for remitting the appropriate state, local or federal)
sales or use tax or tariff due. If the Customer claims exemption from such taxation, upon execution
of this Agreement, JusticeTrax requires evidence of such tax exemption from the Customer.
5.3
Invoices submitted to the Customer shall be due thirty (30) calendar days after the invoice date
(electronic delivery accepted). If the Customer wants to dispute an invoice, it must notify JusticeTrax
in writing within fifteen (15) calendar days of receiving the invoice. Unless disputed, accounts not
paid within 30 calendar days of invoice date shall bear interest at the rate of the lesser of 1.5% per
month (the equivalent of 18% per annum, compounded annually) or the highest interest rate
permitted by law to be charged of the Customer on the overdue balance. Where there are
inconsistencies between this Section 5 and the Price and Payment Terms (Exhibit C), the latter shall
prevail.
6.
Confidentiality
6.1
Definition of Confidential Information. For the purposes of this Agreement, “Confidential
Information” means:
i.
With respect to JusticeTrax, the Product and Services and any and all Application Software
relating thereto, as well as Documentation and non-public JusticeTrax Data, including
information or materials regarding JusticeTrax’s legal or business affairs, financing, customers,
properties or data; and
ii.
With respect to the Customer, any non-public information or material regarding the
Customer’s legal or business affairs, financing, customers, property, data, or Customer Data.
iii.
Notwithstanding any of the forgoing, Confidential Information does not include information
which: (i) is or becomes public knowledge without any action by or involvement of, the party
to which the Confidential Information is disclosed (the “Receiving Party”); (ii) is documented
as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing
Party”); (iii) is independently developed by the Receiving Party without reference or access to
the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 10 of 48
by the Receiving Party without restrictions on use or disclosure from a third person without
an obligation to maintain its confidentiality.
6.2
Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any
Confidential Information disclosed by the Disclosing Party before or after the effective data: (i) use
such Confidential Information only in connection with the Receiving Party’s performance of this
Agreement; (ii) subject to Subsection 6.5 below, restrict disclosure of such Confidential Information
within the Receiving Party’s organization to only those of the Receiving Party’s employees and
independent contractors who have a need to know such Confidential Information in connection with
the Receiving Party’s performance of this Agreement; and (iii) except as provided herein, not disclose
such Confidential Information to any third party unless authorized in writing by the Disclosing Party
to do so.
6.3
Protection of Confidential Information. The Receiving Party will protect the confidentiality of any
Confidential Information disclosed by the Disclosing Party using at least the degree of care that it
uses to protect its own confidential information (but no less than a reasonable degree of care). Each
Party shall notify the other Party as soon as reasonably practicable in the event that Confidential
Information of the Party is believed to have been compromised.
6.4
Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing any
employee or independent contractor access to any Confidential Information of the Disclosing Party,
inform such employee or independent contractor of the confidential nature of such Confidential
Information and require such employee or independent contractor to comply with the Receiving
Party’s obligations under this Agreement with respect to such Confidential Information.
6.5
Required Disclosures. In the event that either Party is requested or required, for the purpose of this
paragraph, each, a “Request”, (by oral questions, interrogatories, requests for information or
document in legal proceedings, subpoena, civil investigative demand or similar process or by any
law, rule, or regulation of any governmental agency or regulatory authority) to disclose any of the
Confidential Information of the other Party, such Party shall provide the other Party with prompt
written notice of any such Request or requirement so that such other Party may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
If, in the absence of a protective order or other remedy or the receipt of a waiver, and if one Party is
nonetheless, legally compelled to disclose Confidential Information, such Party may, without liability
hereunder, disclose to such tribunal only that portion of the Confidential Information which such
counsel advises it is legally required to be disclosed, provided that such Party shall use its best efforts
to preserve the confidentiality of Confidential Information, including, without limitation, by
cooperating with the other Party to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be afforded the Confidential information by such tribunal.
6.6
The Parties agree that a violation of this Section 6 shall be deemed to cause irreparable harm
justifying equitable relief in court, without waiving any additional rights or remedies available at law
or in equity or by statute.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 11 of 48
7.
Warranties
7.1
Power and Authority. Each party represents and warrants that it has the full right, power, and
authority to enter into this Agreement, and to discharge its obligations hereunder and that the
person signing this Agreement on behalf of the party has the authority to bind that party. The
Customer represents and warrants that it has obtained, and shall have, all necessary approvals,
consents, and authorizations necessary for procurement under this Agreement, and that its
obligations under this Agreement do not, and shall not, exceed any budget authority limitations
during the Term of this Agreement.
7.2
Service Warranties. For Onboarding and SaaS Services, JusticeTrax warrants that the work under this
Agreement shall be performed in a good and workmanlike manner and in accordance with applicable
industry standards. Except as provided for herein, JusticeTrax’s liability and Customer’s remedy
under this Section are limited to JusticeTrax’s prompt correction for such services, provided that
written notice of such alleged defective services shall have been given by the Customer to
JusticeTrax. The Customer agrees to provide JusticeTrax reasonable access to its facilities and third-
party vendor software if necessary for the provision of Services by JusticeTrax.
7.3
Software Warranties.
JusticeTrax warrants for a period of one year after the Onboarding Period, the On-Site Application
Software and SaaS Services hereunder shall be free from significant software errors and when used
in accordance with this Agreement shall operate and conform to the prevailing Documentation and
all supplemental information provided by JusticeTrax.
JusticeTrax warrants that any licensed software provided to the Customer by JusticeTrax will, when
provided to the Customer by JusticeTrax, be free from intentional viruses, disabling code or other
intentional programming defects.
7.4
Warranty Limitations. The warranties in sub-sections 7.2 and 7.3 shall be contingent upon the
existence of all the following conditions: (i) the Product is implemented and used by the Customer
in accordance with the Documentation; (ii) the Customer notifies JusticeTrax of any warranty defect
as promptly as reasonably possible after becoming aware of such defect; (iii) the Customer has
properly used all Major and Minor Enhancement Releases made available with respect to the
Product, and any updates recommended by JusticeTrax with respect to any third-party software
products that affect the performance of the Product; (iv) the Customer has properly maintained all
associated equipment and software, as applicable, and provided the environmental conditions in
accordance with written specifications provided by the applicable manufacturer of such equipment
and software; (v) the Customer has not introduced other equipment or software that causes an
adverse impact on the Product; (vi) the Customer has paid all amounts due hereunder and is not in
default of any provision of this Agreement; (vii) any legacy software with respect to which the
Product is to operate contains clearly defined interfaces and correct integration code, and (viii) the
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 12 of 48
Customer has made no changes (nor permitted any changes to be made other than by or with the
express approval of JusticeTrax) to the Product except as may be permitted herein.
7.5
NO OTHER WARRANTIES. THE PRODUCT IS NOT INTENDED TO BE A SUBSTITUTE FOR THE
PROFESSIONAL JUDGMENT OF AUTHORIZED USERS. THE PRODUCT DOES NOT PROVIDE LEGAL
ADVICE. JUSTICETRAX ASSUMES NO RESPONSIBILITY OR RISK FOR THE CUSTOMER’S MISUSE OF THE
PRODUCT. EXCEPT AS EXPRESSLY SET FORTH UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY IN CONNECTION WITH THE PRODUCT, SERVICES, THIRD PARTY COMPONENTS, THIRD
PARTY DATA, THIRD PARTY SUPPLIERS, OR THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL
IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, NO INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR
UNINTERRUPTED OPERATION, OR THAT THE SERVICES, THIRD-PARTY DATA ARE UP TO DATE,
ACCURATE OR COMPLETE, SECURE FROM LOSS OR DAMAGE, OR FREE OF HARMFUL COMPONENTS,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT
THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE
SCOPE, AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH
LAW. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, BEYOND THE WARRANTIES SET
FORTH IN THIS AGREEMENT.
8.
Indemnities
8.1
JusticeTrax Indemnity for IP Breach. Subject to Sections 8.3 and 8.4, in the event of a claim that
Customer’s authorized use of the Application Software infringes upon any copyright, patent, or other
intellectual property right of any third party under the laws of Canada or the United States,
JusticeTrax agrees that it will defend and indemnify the Customer from and against all damages and
costs awarded in a final judgment (from which no further appeal is taken or possible) against
Customer in such proceeding or amounts agreed by JusticeTrax in a settlement with the third party
claimant, provided that:
a.
the Customer promptly notifies JusticeTrax in writing upon receiving notice of a claim, and
in no event later than 7 days;
b.
JusticeTrax has sole control of the defense and all related settlement negotiations; and
c.
the Customer provides JusticeTrax with the assistance, information, and authority necessary
to perform JusticeTrax’s obligations under this section.
8.2
Subject to Sections 8.3 and 8.4 but without limiting JusticeTrax’s obligations under Section 8.1, in the
event of a claim that the Customer’s authorized use of the Application Software infringes upon any
copyright, patent, or other intellectual property right of any third party under the laws of the United
States or Canada, and such claim is sustained in a final judgment from which no further appeal is
taken or possible, and such final judgment includes an injunction prohibiting the Customer from
continued use of the Application Software or portions thereof, then JusticeTrax shall, at its option
and expense, either:
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 13 of 48
a.
procure for the Customer the right to continue the use of the Application Software; or
b.
replace or modify the Application Software to make its use non-infringing, or
c.
direct the Customer to cease use of the Application Software or of the specific portion(s)
thereof that resulted in the final judgment.
8.3
If JusticeTrax directs the Customer to cease use of the Application Software or of specific portion(s)
thereof, then the Customer, to the exclusion of all other remedies available to the Customer (except
as set forth in Section 8.1), may terminate the Service for that portion of the Application Software
which JusticeTrax directed the Customer to cease use and JusticeTrax shall pay the Customer (and/or
credit against any amounts owed, or becoming owed, to JusticeTrax by the Customer) the amount
of the Fees paid in the previous twelve (12) months.
8.4
Notwithstanding Sections 8.1 and 8.2, JusticeTrax shall have no obligation for any claim based upon:
a.
the Customer’s use of Application Software other than a current, unaltered release of the
Application Software, if such infringement would have been avoided by the use of a current,
unaltered release of the Application Software; or
b.
the combination, operation, or use of any Application Software furnished hereunder with
non-JusticeTrax programs or data, if such infringement would have been avoided by the
combination, operation, or use of the Application Software with other programs or data.
c.
Third Party Components, which are warranted solely by the individual Third Party Supplier.
8.5
This Section 8 states the entire obligation of JusticeTrax with respect to any claim that the Product
infringe upon any copyright, patent, or other intellectual property right of any third party and
represents Customer’s sole remedy in respect of any claim covered by this Section 8.
8.6
Customer Indemnity for IP Breach. Customer will defend, indemnify, and hold harmless JusticeTrax,
and each of their officers, directors, managers, shareholders, members, and employees from and
against all damages and costs awarded in a final judgment in connection with:
I.
any third party claim arising from or relating to:
i. any allegation that any data, product specifications, information, or materials provided
by Customer hereunder, including, without limitation, the Customer Data and Third Party
Applications, when used in connection with the Product or any customization or
configuration made to the Product proposed by or provided by Customer under a
statement of work that:
a. infringes or misappropriates any Intellectual Property Rights of a third party, or
b. violates any applicable laws;
ii. the actual violation of applicable laws by Customer, any Authorized User, or any Affiliate,
employee, agent, or independent contractor of Customer; or
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 14 of 48
iii. Customer’s breach of this Agreement, provided, however, that the foregoing obligations
shall be subject to Contractor promptly notifying Customer in writing upon receiving
notice of the claim, and in no event, later than 7 days,
a. providing Customer with reasonable cooperation in the defence of the claim and
b. providing Customer with sole control over the defense and negotiations for a
settlement or compromise; provided, however, that Customer shall not enter into
any such settlement without JusticeTrax’s prior written consent, which consent will
not be unreasonably withheld, and that JusticeTrax shall be permitted to
participate in the defense of any such claim, at its own expense, with counsel of its
choosing;
II. Disabling a connection to a Third Party Application at Customer’s request;
III. Customer’s actions or failure to act, resulting in any third-party claim for personal injury or
death, damage to personal property or reputation, environmental damage, interference with
contract or employment, or violation of privacy.
8.7
Customer Indemnity for Third Party Applications. In the event that Customer fails to properly obtain
the grant of rights to JusticeTrax to access and use Third-Party Data as required for the interoperation
of that Third-Party Application, Customer shall defend, indemnify, and hold harmless JusticeTrax
from any and all claims based on JusticeTrax’s use of such Third-Party Application. Customer, and
not JusticeTrax, is solely responsible for establishing any required agreement(s) and/or statement(s)
of work with Third Party Providers in connection with the interfaces, and for paying all fees, costs
and expenses of Third Party Providers.
9.
Limitation of Liabilities
9.1
LIABILITY EXCLUSION. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE
OF, OR FAILURE OF THE PRODUCT, THE THIRD PARTY COMPONENTS OR THE THIRD PARTY DATA
PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DEATH,
DAMAGE TO PRIVACY, REPUTATION OR GOODWILL OR UNAVAILABILITY OF THE SERVICES,
REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER
REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, NOTWITHSTANDING THE
FOREGOING, JUSTICETRAX SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THIRD
PARTY COMPONENTS COMPLY WITH THIS AGREEMENT AND TO CURE ANY BREACH RESULTING
FROM THE THIRD PARTY COMPONENTS, AND THE LIMITATION OF LIABILITY SHALL NOT EXTEND TO
JUSTICETRAX’S FAILURE TO USE SUCH EFFORTS.
9.2
LIMITATION OF DAMAGES. JUSTICETRAX’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE PRODUCT OR SERVICES, PROVIDED HEREUNDER, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 15 of 48
NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO JUSTICETRAX BY THE
CUSTOMER DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
9.3
EXCEPTION FOR IP BREACH. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY
SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM EITHER PARTY’S
INDEMNITY OBLIGATION UNDER SECTION 8 OF THIS AGREEMENT, BREACH OF THE LICENSES
GRANTED OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10. Termination
10.1 This Agreement may be terminated at any time by mutual consent of the Parties, or by either party
upon written notice to the other party, if the other party breaches a material term of this Agreement
and such breach remains uncured for thirty (30) days after the other party’s receipt of such notice.
10.2 If JusticeTrax should be adjudged bankrupt or should make a general assignment for the benefit of
its creditors, or if a receiver should be appointed on account of its insolvency, the Customer may
terminate this Agreement.
10.3 If JusticeTrax reasonably determines that Customer’s use of the Product either: (i) fails to comply
with the Restrictions on Use defined in the Software Licensing Terms (Exhibit A), Section 6; (ii) poses
a security risk to the Product or any third party, (iii) creates or is likely to create an adverse impact
on JusticeTrax’s systems, the Product, or the systems or content of any other subscriber; or (iv)
subjects JusticeTrax or its Affiliates to possible liability, then JusticeTrax may immediately upon
notice temporarily suspend Customer’s and any Authorized User’s right to access any portion of the
Product, pending remedial action by Customer, or after a period of 30 days, terminate the
Agreement.
10.4 The Customer’s failure or inability to pay Fees as they become due shall be considered a breach of a
material term under this Agreement. JusticeTrax shall have the right to terminate this Agreement
upon thirty (30) days written notice should the Customer fail to or is unable to pay any amount due
hereunder.
10.5 Effect of Termination. Upon termination of this Agreement, JusticeTrax shall immediately cease all
activities under this Agreement, expect as provided for under Section 11, Transition Assistance. In
the event of any termination or expiration of this Agreement:
i.
Customer will pay all JusticeTrax invoices for the Product and Services that were provided up
to the termination date. In the event of termination pursuant to Subsection 10.1, JusticeTrax
shall be compensated on a percentage basis for work in progress, but not completed as of
the date of termination. The termination date is the later of (a) the date when JusticeTrax
receives a written termination notice from the Customer or (b) the date on which the
Customer stops using the Product;
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 16 of 48
ii.
All rights and licenses granted hereunder to Customer and its Authorized Users will
immediately cease, including, but not limited to, all use of the Product;
iii.
JusticeTrax will provide records to Customer in accordance with its transition assistance
services (“Transition Assistance”) as set forth in Section 11; and
10.6 The Parties will, upon written request of the other Party, either returning to the requesting Party or
destroy any Confidential Information of requesting Party that are in other Parties possession or
control.
11. Transition Assistance
11.1 Upon termination of the Agreement for any reason, and subject to Fees due being paid in full,
JusticeTrax will return Customer’s data in a CSV or other mutually agreed upon format for each
record (“Record”) and provide them to the Customer for download. Records can be uploaded to
Customer’s new system by the Customer or its new vendor. The Transition Assistance outlined in this
sub-section is included in the Fees charged to Customer for the Product. Fees are due and payable
up to the Cutoff Date.
11.2 As an optional Transition Assistance, JusticeTrax shall provide, at an additional fee, the database and
install the licensed Application Software, along with the accompanying license and license
agreement.
11.3 As an optional Transition Assistance, JusticeTrax shall provide, at an additional fee, the database and
other managed services, as mutually agreed upon.
11.4 Notwithstanding the foregoing, JusticeTrax reserves the right to retain Customer Data on audit logs
and server system logs and in support tickets, support requests, and direct communications with
JusticeTrax.
12. Survival
12.1 All rights and obligations shall cease upon termination or expiration of this Agreement, except for
the rights and obligations set forth in applicable Exhibits listed in Section 2.3, Section 6
(“Confidentiality”), Section 8 (“Indemnities”), Section 9 (“Limitation of Liabilities”) Section 10
(“Termination”), Section 11 (“Transition Assistance”), Section 12 (“Survival”), and Section 14
(“Dispute Resolution”).
13. Insurance
13.1 JusticeTrax shall secure and maintain the following insurance throughout the Term of this
Agreement:
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 17 of 48
1. Commercial General Liability in the minimum amount of $1,000,000 per occurrence and
$2,000,000 aggregate.
2. Non Owned Automobile Liability insurance coverage for all hired vehicles with a minimum
combined single limit of $1,000,000.
3. Workers Compensation insurance that meets the statutory obligations.
4. Technology Errors & Omissions insurance including coverage for Network Security, Data Breach
and Privacy (“cyber”) Liability for the duration of this Agreement. The insurance policy provides
coverage in the amount of $5,000,000. The limit is an annual aggregate. The policy is written on
a Claims-Made basis, the policy will remain in continuous effect for at least 3 years after the
service is provided, or includes a 3-year extended reporting period.
14. Dispute Resolution
14.1 The Customer and JusticeTrax agree that disputes related to the project and this Agreement should
first be addressed by negotiations between the Parties. If direct negotiations fail to resolve the
dispute, each Party (the Customer and JusticeTrax) shall appoint a representative to attempt to
arbitrate the differences between the Parties within 15 elapsed Business Days of such recognition
that direct negotiations have failed. If the two appointed arbitrators cannot reach an agreement to
resolve the issue within 10 further elapsed Business Days, the two arbitrators shall jointly agree on
the selection of a third arbitrator. The three arbitrators shall then have a further 10 elapsed Business
Days to make an arbitration decision, by simple majority, that shall be binding on both Parties. The
costs for such arbitration shall be equally and jointly assumed by the two Parties to this Agreement.
14.2 This Section 14 shall not restrict or prejudice either party’s right to seek injunctive relief in a court of
competent jurisdiction or right to enforce any arbitrator decisions made in accordance with this
Section 14 in a court of competent jurisdiction.
15. Assignment
This Agreement shall be binding upon the successors and assigns of both Parties, provided, however,
that no assignment, delegation, or other transfer (except to a third party acquiring all or substantially
all of JusticeTrax’s assets or by merger of JusticeTrax with a third party) shall be made by either party
without the prior written approval of the other party, which approval shall not be unreasonably
withheld.
16. Severability
Any provision of this Agreement or part thereof found to be illegal or unenforceable shall be deemed
severed and the balance of this Agreement shall remain in full force and effect.
17. Waiver
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 18 of 48
The failure of a party to enforce a provision, exercise a right, or pursue a default of this Agreement
shall not be considered a waiver. The express waiver of a provision is to be effective only in the
specific instance, and as to the specific purpose, for which it was given. Unless stated otherwise, all
remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of,
any other remedies available to either party at law, in equity or otherwise.
18. Headings
The titles and headings contained in this Agreement are for reference purposes only and shall not in
any manner limit the construction or interpretation of this Agreement.
19. Entire Agreement
This Agreement shall supersede all previous communications, negotiations, and other agreements
whether written or oral in relation thereto, unless the same are expressly incorporated into this
Agreement by reference either at the time of execution, or subsequently, as a result of a Change
Order (as per Exhibit D.9), or amendment.
20. Counterparts
This Agreement may be executed in counterparts and delivered to each of the Parties by facsimile
or electronic mail. Electronic, facsimile, or photocopy signatures are deemed as legally enforceable
as the original. Each such counterpart is deemed an original instrument, but all such counterparts
taken together constitute one and the same agreement. The Parties stipulate that a photocopy of an
executed original will be admissible in evidence for all purposes in any proceeding as between the
Parties.
21. Notices
Any formal notice or communication given or required to be given under this Agreement, (other than
routine operational communications) shall be in writing and will be served either in person or by
registered mail, certified mail, or courier services that provide proof of delivery and package tracking
capability, in each case with postage or shipping fees prepaid, to the other party at the address stated
below or at the latest changed address given by the party to be notified as hereinafter specified.
Notices will be considered effective on the day of actual delivery. Alternatively, written notices sent
by electronic mail to the other party and then acknowledged back by electronic mail by the other
party shall be deemed to have been given when the acknowledgment of receipt is received by the
sender.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 19 of 48
To Customer:
To JusticeTrax:
Glendale Police Department
Criminal Investigations
Division
6835 North 57th Drive
Glendale, AZ 85301
asteinmetz@glendaleaz.com
JusticeTrax, Inc.
1 N Macdonald
Suite 500
Mesa AZ 85201
David.Epstein@justicetrax.com
22. Force Majeure
This section applies in the event that either party is unable to perform the obligations of this
Agreement because of a Force Majeure event as defined herein. A Force Majeure event is an event
that prohibits performance and is beyond the control of the party. Such events may include natural
or man-made disasters, or an action or decree of a superior governmental body, which prevents
performance.
Force Majeure under this Section shall only apply to the extent that performance is rendered not
possible by either party or its agents. Should either party be unable to perform this Agreement as
the result of a Force Majeure event, such party shall give notice to the other party as soon as practical
and shall do everything possible to resume performance.
Upon receipt of such notice, the party shall be excused from such performance as is affected by the
Force Majeure Event for the period of such Event. If such Event affects the delivery date or warranty
of this Agreement, such date or warranty period shall automatically be extended for a period equal
to the duration of such Event.
23. Choice of Law
This Agreement shall be governed by, construed and enforced in accordance with the laws of the
State of Arizona.
24. UN Exclusion
Pursuant to Article 6 of the United Nations convention on contracts for the International Sale of
Goods ("UN Convention"), the Parties agree that the UN Convention shall not apply to this
Agreement.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Head Agreement
Page 20 of 48
25. No Third Party Beneficiaries
Customer and JusticeTrax are the only Parties to this Agreement and are the only Parties entitled to
enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give
or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such
third persons are individually identified by name herein and expressly described as intended
beneficiaries of the terms of this Agreement.
IN WITNESS WHEREOF the parties hereto have caused these presents to be executed as of the day
and year first above written.
Glendale Police Department Criminal Investigations
Division
_________________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
JusticeTrax, Inc.
_________________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
David M. Epstein
Business Development Manager
30 Nov 23
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit A: License Terms
Page 21 of 48
Exhibit A: License Terms
1.
Compliance
The Customer will be responsible to JusticeTrax for compliance with the restrictions on use and other
terms and conditions of this Agreement by Customer and all of its Authorized Users.
2.
License for Use (SaaS Services)
Subject to the terms and conditions of this License Agreement and the payment of the applicable
license fee, JusticeTrax hereby grants to Customer, for use by its Authorized Users, a non-exclusive,
non-transferable, non-sublicensable license to access the SaaS Services (as described in Exhibit C).
The SaaS Services shall be accessible through a designated secure internet platform during the Term
of this Agreement solely for the Customer’s use in conjunction with Customer operations (and not
for resale, access by third-parties, or for other commercial purposes). Apart from the rights
enumerated in this Agreement, the SaaS Services do not include a grant to the Customer of any right
to use, nor any ownership right, title, or other interest, in or relating to SaaS Services, nor in any copy
of any part of the SaaS Services.
3.
License for Use (On-Site Application Software) (IF APPLICABLE)
Subject to the terms and conditions of this License Agreement and payment of the applicable license
fee, JusticeTrax hereby grants to the Customer, for use by its Authorized User, a non-exclusive license
to use the On-Site Application Software solely for the Customer’s use in conjunction with Customer
operations. Apart from the rights enumerated in this License Agreement, the License does not
include a grant to the Customer, of any right to use, nor any ownership right, title or other interest,
in or relating to the On-Site Application Software, nor in any copy of any part of the On-Site
Application Software.
4.
Copies of Documentation
JusticeTrax will provide Customer with access to the Documentation, as may be updated from time
to time. The Customer may use the Documentation solely in connection with the use of Product, and
may reproduce the Documentation, provided that each copy thereby produced shall be marked with
JusticeTrax’s proprietary markings as delivered to the Customer. The Customer shall not use, print,
copy, translate or display the Documentation in whole or part for any reason other than those
expressly authorized in this License Agreement.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit A: License Terms
Page 22 of 48
5.
Title
As between JusticeTrax and Customer, JusticeTrax retains title to and ownership of the SaaS Services,
On-Site Application Software, and Documentation, including Source Code, and all Intellectual
Property Rights relating thereto (collectively, “JusticeTrax Intellectual Property”). JusticeTrax’s
licensors retain title to and ownership of the Third-Party Data and the Third-Party Components,
including all copyrights and other Intellectual Property relating thereto. Customer will have no rights
with respect to SaaS Services, On-Site Application Software, and Documentation, including Source
Code, the Third-Party Data or the Third-Party Components, other than those expressly granted under
this Agreement. Any suggestions for changes or improvements to the Product that Customer
provides to JusticeTrax, whether solicited by JusticeTrax or not, shall be owned by JusticeTrax, and
Customer hereby irrevocably assigns, and shall assign, to JusticeTrax all rights, title, and interest in
and to such suggestions. JusticeTrax shall have no obligation to incorporate such suggestion into its
products or Services.
6.
Restrictions on Use
The Customer and its Authorized Users will not (and will not knowingly permit any third party to): (i)
share the Customer’s or any Authorized User’s login credentials; (ii) reverse engineer, decompile,
disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file
formats, or interface protocols of the Product or any files contained in or generated by the Product;
(iii) copy, modify, adapt, translate, or make derivative works of the Product, Third Party Data, or Third
Party-Supplied Components, or otherwise make any use, resell, distribute or sublicense the Product,
Third Party Data or Third Party-Supplied Components other than in connection with this Agreement;
(iv) make the SaaS Service available on a “service bureau” basis or knowingly allow any unauthorized
users to use the SaaS Service; (v) remove or modify any proprietary marking or restrictive legends
placed on the Product, Third Party Data, or Third Party-Supplied Components; (vi) create or augment
any mapping-related dataset including a mapping or navigation dataset, business listings database,
mailing list, or telemarketing list for use in an implementation that is not connected to the services;
(vii) introduce into the Product any viruses, worms, defects, Trojan horses, malware, or any items of
a destructive nature; (viii) hide or obscure any Authorized User’s location with malicious intent or
purpose; (ix) permit access or use of the Product for any activities other than to enhance the
Customer’s own services, where reliance solely on or failure to use the Product could lead to death,
personal injury, or property damage. The Customer and its Authorized Users will not access the
Product if in direct competition with JusticeTrax and will not allow access to the Product by any party
who is in direct competition with JusticeTrax, except with JusticeTrax’s prior written consent.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit A: License Terms
Page 23 of 48
7.
Third Party Applications
7.1
If Customer installs or enables a Third-Party Application for use with the Product, Customer grants
JusticeTrax permission to access Customer Data stored on that Third Party Application as required
for the interoperation of that Third Party Application with the Product. In no event will JusticeTrax
be responsible for any Third-Party Application, or any failure of a Third-Party Application to properly
interoperate with the Product. If JusticeTrax receives information that a Third-Party Application may
violate any applicable laws or third-party rights, Customer will, promptly upon receiving notice of the
foregoing from JusticeTrax, disable any connection between such Third-Party Application and the
Product to resolve the potential violation (and if Customer fails to promptly disable such connection,
JusticeTrax shall have the right to do so).
8.
Third Party Components
8.1
Usage of Third-Party Components. Where there are any inconsistencies or conflict between the
terms and conditions of Third-Party Components and the terms of this Agreement, such additional
terms shall govern the Customer’s use of the applicable Third-Party Component. JusticeTrax-supplied
Third Party Component license(s) are restricted for use solely with JusticeTrax Application Software.
8.2
Disclaimer Regarding Third-Party Components. JUSTICETRAX, NOT BEING THE PROVIDER OR
MANUFACTURER OF THE THIRD-PARTY COMPONENTS, NOR THE PROVIDERS' OR MANUFACTURERS’
AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO
THE THIRD-PARTY COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE
EXIST.
9.
Third-Party Data
Customer shall access and use the Third-Party Data in accordance with the terms and conditions of
the agreement between the Customer and the provider of such Third-Party Data. JUSTICETRAX, NOT
BEING THE PROVIDER OR MANUFACTURER OF THE THIRD-PARTY DATA, NOR THE PROVIDERS OR
MANUFACTURERS’ AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER
WITH RESPECT TO THE THIRD-PARTY DATA AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT
OTHERWISE EXIST.
10. Customer Data
As between JusticeTrax and Customer, Customer owns and shall retain all rights, title, and interest,
including, without limitation, all Intellectual Property Rights, in and to Customer Data. Customer shall
have the sole responsibility for the accuracy, quality, and legality of the Customer Data, including
obtaining all rights and consents necessary to share the Customer Data with JusticeTrax as set forth
in this Agreement. JusticeTrax shall not access Customer user accounts or Customer Data except: (i)
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit A: License Terms
Page 24 of 48
in the course of data center operations, (ii) in response to services or technical issues, (iii) as required
by the express terms of this Agreement, or (iv) at Customer’s written request. JusticeTrax shall not
collect, access, or use user-specific Customer information except as strictly necessary to provide the
Product to the Customer. Notwithstanding anything to the contrary contained herein, Customer
hereby grants to JusticeTrax an irrevocable, worldwide, royalty free, non-exclusive license to use the
Customer Data to: (a) provide the Product to Customer and other JusticeTrax subscribers; (b) analyze
the Customer Data in anonymized and/or aggregate form in order to operate, maintain, manage,
and improve the Product, create new products and services; and (c) for JusticeTrax’s internal
purposes to improve the Product.
11. Software Enhancements and Optional Modules
JusticeTrax shall supply the following, subject to the Customer’s payment of applicable fees, and
subject to and in accordance with the license rights, restrictions, terms, covenants, conditions,
warranties, limitations, exclusions, and other provisions set forth in the Agreement:
a. Major Enhancement Release(s) and/or Minor Enhancement Release(s) if any, to the
Customer at no additional charge.
i.
In the event of a Major Enhancement Release, JusticeTrax will deploy such upgrades to
the Customer’s systems, as scheduled in advance, with appropriate notification to the
Customer. Customer shall have 60 days to test the Major Enhancement Release, after
which, it becomes part of the System.
ii.
In the event of a Minor Enhancement Release, JusticeTrax will deploy such updates to
the Customer’s system, as scheduled in advance, with appropriate notification to the
Customer. With the goal of keeping such environments reasonably current, the
Customer shall have 5 days to test the update, after which, the update shall become
part of the System.
b. Interface modules that are developed by JusticeTrax for interfacing the Product to other
software products; provided, that such modules are specifically included in the Agreement.
c. Changes to SaaS Services. JusticeTrax software operates on a variety of common web browser
types. JusticeTrax reserves the right to provide the SaaS Services using only JusticeTrax
Certified Browsers.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 25 of 48
Exhibit B: Annual Subscription Support Terms
1. Site Access
When requested by JusticeTrax, the Customer is obliged to provide access to its premises, staff, and
authorities, provided JusticeTrax staff meet the security requirements noted in Section 4 of the Head
Agreement.
2.
Product Support
PURPOSE\SCOPE
This document represents the Service Level Agreement (SLA) between JusticeTrax, Inc. and
its Customers for the provisioning of software and IT services required to support and sustain
JusticeTrax products and services.
The purpose of this SLA is to ensure that the proper elements and commitments are in place
to provide consistent customer service support and delivery to the Customer(s) under their
current SMA.
The objectives of this SLA are to:
•
Provide clear reference to service ownership, accountability, roles and/or responsibilities.
•
Present a clear, concise and measurable description of service provision to the
customer.
•
Match perceptions of expected service provision with actual service support & delivery.
•
Clearly delineate the different services provided by JusticeTrax under a subscription-
based contract compared to a maintenance agreement.
This SLA remains valid unless superseded by a customer contract or agreement mutually
endorsed by both JusticeTrax and the customer.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 26 of 48
Standard Maintenance Agreement
All Customers that have access to JusticeTrax continued support and maintenance
are under the Standard Maintenance Agreement (SMA). Portions of this agreement,
executed between JusticeTrax and all our Customers, are mentioned in this
document and the template agreement is provided here for your reference. Each
customer should refer to their specific Agreement, as it may have been modified to
meet your specific contract requirements.
Your specific SMA may have been modified during the course of contract
negotiations. Please refer to your executed agreement if you believe it differs from the
standard agreement provided here.
Product Implementation Support
Certain contracted support and maintenance services are provided prior to the SMA
taking effect. These services are typically provided during product implementation.
Product implementation projects will be documented in Basecamp, including the
status of all deliverables and services. Contract closing will also be documented in
Basecamp. Where services differ under a subscription or maintenance plan,
subscription services are denoted with “Subscription”, while maintenance plan
services are denoted with “Maintenance”. If services are not labeled in this manner,
then they are provided under both plans.
Server Configuration and Installation
Subscription: JusticeTrax will provide a hosted environment, including the installation
of all purchased products, and performance based on Exhibit E of the originally
executed contract. JusticeTrax will also aid in installing any client based JusticeTrax
software on the Customer’s computers as necessary.
Maintenance: JusticeTrax will provide server configuration and set-up assistance to all
customers to provide for the proper installation of JusticeTrax products. After
installation, server or hardware assistance will be provided per the SMA.
Administrative and End User Training
All Administrative, End User and Report Training will be provided as contracted. When
contracted training time has been exhausted, a quote will be provided for any
additional customer requested training and carried out upon agreement of the
quote.
Configuration Services
All Configuration Service hours will be provided as contracted. Configuration Service
hours can include design, configuration, and reporting services for any of the
purchased applications. Use of hours, as well as documentation of remaining hours at
any given time in the project, will be tracked in the Basecamp project.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 27 of 48
Crystal Reports and SSRS Reports
Crystal Report Templates will be provided as contracted, either as a line item or
through Configuration Services. Once a Crystal Report Template has been designed
per customer specifications and provided to the customer, the report will be
considered “delivered.” It is expected that the customer will test the report to confirm
functionality and verify that specifications are met. Once the report is tested and
verified, the customer will accept the report and document such in the Basecamp
project. If no response is received from the customer within two weeks of the report, it
will be considered “accepted” by default.
Any requests for changes, modifications, or re-design of an “accepted” report due to
a customer modification will be performed only upon the reallocation of resources
from another line item on the contract, or upon the issuance of a PO for additional
report development time.
Customer Standard Support for LIVE Product
After a Product is deemed Configured For Use in a Customer’s environment, their
support is transitioned to JusticeTrax Standard Support. All support that is provided at
that point is per the SMA. The areas of support that are included in the SMA follow:
Business Hours of Support
Customer Care’s regular business hours are 8 am to 5 pm, Arizona time. Please note
that Arizona does not observe daylight savings time.
JusticeTrax is closed on the following U.S. holidays: New Year’s Day, Fourth of July,
Thanksgiving Day and Christmas Day (or nearest weekday, if the holiday falls on a
weekend).
Maintenance: An application request or requirement for assistance by JusticeTrax
Support outside of these published business hours will only be fulfilled once a request
has been reviewed and if necessary, a quote for estimated assistance time is
produced and agreed upon by JusticeTrax and the Customer.
Subscription: An environment service request outside of these published business hours
will be handled and governed by Exhibit E of the original contract.
An application request or requirement for assistance by JusticeTrax Support outside of
these published business hours for a subscription customer will only be fulfilled once a
request has been reviewed and if necessary, a quote for estimated assistance time is
produced and agreed upon by JusticeTrax and the Customer.
Zendesk
Requests for assistance or inquiries are made to the JusticeTrax Customer Service
department though the Zendesk Help Center Portal or support email address,
support@justicetrax.Zendesk.com. Per the JusticeTrax SMA, for consistency and
responsibility, only authorized system administrators or back-ups (as defined by
individuals with Zendesk accounts) should be contacting JusticeTrax for support
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 28 of 48
assistance. Customers are asked to inform JusticeTrax if there are additional individuals
that need to be provided Zendesk accounts and are authorized to submit such
requests on behalf of your laboratory or agency.
Each issue logged by JusticeTrax Customer Care receives a unique identifier called a
“Zendesk Issue Tracking Number”, or “ZD Number.” This number should be used in all
correspondence to JusticeTrax Customer Care regarding an open issue. Emails are
automatically sent to the Customer when JusticeTrax representatives add comments
to Zendesk tickets. The Customer may respond directly to the email, which will then
be automatically added as a comment to the same ticket. This process will carry
through until the resolution of the ticket.
Telephone Support
Requests for assistance or inquiries can also be made by telephone at 800-288-5467
opt. 4 during business hours. A message can be left for Customer Care staff outside of
business hours or when all staff is busy.
Per the JusticeTrax SMA, for consistency and responsibility, only authorized system
administrators or back-ups (as defined by individuals with Zendesk accounts) should
be contacting JusticeTrax for support assistance. Customers are asked to inform
JusticeTrax if there are additional individuals that need to be provided Zendesk
accounts and are authorized to submit such requests on behalf of your laboratory or
agency.
Crystal or SSRS Reporting
Crystal Reports and SSRS Reporting are an intricate part of most of the JusticeTrax
products. We encourage Customers and Agencies to obtain training and gain
knowledge in these products to be able to utilize as much of the reporting power that
they can from their product databases.
Support for issues that involve Crystal Reports or SSRS will be provided with the
following guidelines:
−
Modifications of a report, originally delivered under contract with JusticeTrax, due
to improper report functionality because of a recent change to product code or
other JT product/software modifications.
−
General functionality questions and explanations of how to achieve a particular
goal using a Crystal Report template.
−
Short consultations (less than a half hour of time) on Customer created reports
may be provided but at a lower priority.
Server or Database
Maintenance: Customers are ultimately responsible for the maintenance and upkeep
of their server hardware, databases and backups. JusticeTrax can and will provide
guidance or support for certain aspects of server hardware, and to a greater degree,
the JusticeTrax product databases for two Customer environments- one containing
production data and one used for testing new versions and configurations, however
they are named. Any requested JusticeTrax assistance will require the involvement of
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 29 of 48
Customer IT staff or equivalent. Final responsibility for all environmental changes is that
of the Customer representative.
Subscription: JusticeTrax is responsible for the maintenance and upkeep of the
Customer’s server environment, databases and backups according to Exhibit E.
−
−
Service Outside the Scope of Standard Maintenance
The Standard Maintenance Agreement (SMA) includes assistance centered around
the support of JusticeTrax products as well as the limited services stated above. For
customers that are in good standing with their SMA, quotes can be supplied for any of
the individual tasks listed below or other custom support as needed. Please note that
some of these services may be performed and executed under contract during the
implementation of a JusticeTrax product and would not be considered outside the
scope of the SLA. Instead, they would be governed by the Product Implementation
Support section of this document.
Crystal or SSRS Reporting
−
The creation of a new report by JusticeTrax based on customer requirements.
−
Updates or edits to the following types of reports*:
o
Any report NOT originally delivered by JusticeTrax where the report was
originally designed, created, and configured by the customer.
o
Any report that was functional and is now not functioning correctly due
to customer changes to application, database, or environment.
o
Any report that requires the development of custom tools such as
stored procedures, triggers, user defined formulas, Word macros or
Visual Basic code modifications.
*NOTE- assistance may be provided for these types of reports under the previously
mentioned short consultations.
Server or Database Support for Maintenance Customers
−
The configuration and development of custom stored procedures or triggers to
maintain a functional JusticeTrax product due to changes in the customer’s
environment.
−
The monitoring or resolution of poor database backups, filled log files or
assistance when exceeding Customer database data storage capabilities.
−
Remote or onsite assistance in moving of application or database instances to
a new server due to changes in customer IT environment(s) or requirements.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 30 of 48
−
Upgrade of server software or operating systems due to changes in customer
IT environment(s) or requirements.
−
The development of custom scripts, stored procedures or triggers.
−
The movement of database instances to a new server
Notification of Need for Service Outside the SMA
After logging of an issue or request for assistance by Customer Care in our Zendesk
Issue Tracking System, the issue will follow normal issue resolution processes until it is
determined that one of the above conditions is required to resolve the issue.
When necessary, the customer will be notified that the issue’s resolution will require
services outside the scope of the SMA. An estimate of time and costs will be supplied
as a quote for additional services. Quotes will include a per hourly charge and will
include travel expenses, if necessary.
The Customer will need to provide a confirmation for the services and when
necessary, a purchase order before the work will proceed.
If the customer does not approve the required work, the issue/ticket will be closed,
and a note attached that the issue was not covered under standard maintenance.
Purchase of Bulk Support Hours
Customer Care recognizes there are times when Customers do not have adequate
resources to perform services which are outside of JusticeTrax’s supported service –
defined in the Service Outside the Scope of Standard Maintenance section of this
document – and that acquiring purchase orders on an as needed basis can become
difficult. In order assist customers in meeting these challenges, we provide the
opportunity for the purchase of Bulk Support Hours.
These service hours can be optioned in each year as an addition to maintenance or
subscription fees and renewed annually as needed. We offer increments of 10, 20, 50
or 100 hours specifically to be drawn upon for services such as Crystal Report
Configurations, Crystal Report Edits, SSRS Reporting, Server Moves, Configuration
Assistance, New and Repeat training and other out of scope services.
A Zendesk ticket should be submitted for each request as outlined in Notification of
Need for Service Outside the SMA. All out of scope tasks are subject to the approval
of the Customer Care Manager and availability of resources. Also, prior to
decrements being made to Bulk Support Hours, Customer Care will require approval
from the organization’s designee (LIMS Admin, Lab Director, etc.)
All Bulk Support Hours are required to be used within a year of purchase. After this
time, they are considered expired, and a new purchase is required for future Bulk
Support Hours.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 31 of 48
Customer Support Issue Escalation Policy
Customer Support Response Time and Escalation Guidelines
The JusticeTrax Support Escalation Policy ensures our Customers’ issues are handled by
knowledgeable JusticeTrax staff within the most reasonable timeframe. Issues are
escalated through a process that includes our Customer Care staff, Developers and
Management Team. This escalation policy governs both Subscription and
Maintenance customers.
Submission Process
Issues are submitted or reported to JusticeTrax using the Zendesk Issue Tracking
System, email or direct phone calls to a Customer Care representative.
Issues received via JusticeTrax email or phone are logged into Zendesk and
responded to via Zendesk or phone communication.
JusticeTrax Customer Care uses the following issue STATUS to categorize reported
issues:
Open - The issue is open and being worked by JusticeTrax Staff.
On Hold - The issue is submitted for resolution to JusticeTrax Development or database
administrator. The ticket is still active pending the completion by Development or
DBA.
Pending - JusticeTrax is waiting on a response for additional information from the
Customer/Requestor or a resolution has been provided and waiting for their approval.
Solved - Upon customer approval or agreement, the issue has been marked solved
and will be closed. A resolution notice and message are sent to the customer when
tickets have been set to solved.
JusticeTrax Customer Care uses the following issue PRIORITIES to categorize the
current criticality of an issue:
1. Urgent - Customer’s JusticeTrax product/system is down or normal workflow is being
prevented. A workaround cannot be offered or is unsuitable.
2. High - Normal workflow is being affected, but a workaround is available. The issue is
planned to be fixed in the current product in the next release.
3. Normal - Unwanted or unexpected behavior is being observed in the product but
does not affect normal customer wide workflows. Issue will need attention or review
at the next available Development cycle or version number of the product.
4. Low - An enhancement request for other non-immediate need or general question
that only required an answer/response.
Issue Response Times and Escalation
JusticeTrax strives to move all issues to a “solved” status as quickly as possible.
Customers may request an escalation by contacting JusticeTrax.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 32 of 48
All issues/tickets will be evaluated by a Customer Care Representative and given an
initial Priority, as defined above, as soon as feasible.
All issues/tickets will move through different levels of response when necessary. Levels
are defined below along with their escalation timeline. All time references are normal
business hours except for Urgent tickets. Urgent tickets that are received outside of
normal business hours will be addressed as soon as possible once resources can be
addressed. They will not be held until business hours for review.
Level 1: The new issue is received by JusticeTrax and appropriate Staff attempts to
resolve the issue to the satisfaction of the customer. In Zendesk, this would be an issue
OPEN and assigned to a JusticeTrax Representative. A Level 1 issue will be escalated
to Level 2 based on its priority.
Escalation to Level 2
Urgent - within 1 hour
High - within 4 hours
Normal - within 24 hours
Low - 48 hours
Level 2: The issue is escalated to another JusticeTrax staff member with issue specific
knowledge for research and/or resolution. In Zendesk, this would be an issue OPEN
and assigned to the new staff member. A Level 2 issue will be escalated to Level 3
based on its priority.
Escalation to Level 3
Urgent - within 2 hours
High - within 8 hours
Normal - within 24 hours
Low - Only after further review by Product Manager
Level 3: The issue is escalated to the Development team or a DBA for resolution. The
initial JusticeTrax staff member will continue to communicate with the customer
throughout the issue resolution process. In Zendesk, this would be an On Hold issue. A
Level 3 issue will be escalated to Level 4 based on its priority.
Escalation to Level 4
Urgent - within 6 hours
High - within 16 hours
Normal - only after further review by JusticeTrax Management Team
Low - only after further review by JusticeTrax Management Team
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 33 of 48
Level 4: The issue has been escalated to the JusticeTrax Management Team for
review. The possible outcomes of a Level 4 review include but are not limited to: the
issue of a software patch, the confirmation of matter being placed on current
development cycle or an agreed negotiated course for issue resolution between the
Customer and Senior JusticeTrax Management. In Zendesk, this would be an On Hold
issue.
Issue and Ticket Resolution
The goal of the Issue Escalation Policy is to move each issue to a status of “solved” as
quickly as possible. This means that we have offered a resolution and are awaiting
confirmation that the issue is resolved. Issues are considered resolved and closed only
when the customer is in agreement with the resolution or when no further follow up
from the customer is received.
As the initial receiver of all tickets and issues, our customer representatives will be
responsible for updating customers on the status of their issue. In some instances, staff
cannot obtain confirmation of a resolution. While we will make every effort to ensure
you have received a workable solution, there are instances where we will mark an
issue as solved without your direct confirmation.
If a representative has made effort to receive written confirmation from a contact
that an issue is resolved but to no avail, then the issue’s status will be marked as
“Solved”. Tickets that remain “Solved” after 30 days will automatically be marked
“Closed” in the Zendesk application. The issue will be reopened upon request from
the contact prior to the 30-day wait period, or a new ticket will be created if the
original ticket has already reached the “Closed” status.
Satisfaction Surveys
Customer Satisfaction is used by JusticeTrax to gauge the level of support we are
providing as well as an understanding how our assistance is received by our
customers.
With the resolution of each issue, an automated inquiry will be sent to the requestor
confirming that the issue has been set to “Resolved”. It will also include a quick and
easy survey related to that specific issue. Customer feedback is important in allowing
us to continually improve our processes. Please take a minute with each survey to let
us know how we did by replying to the e-mail.
In addition to issue/ticket resolution surveys, JusticeTrax distributes Company
Satisfaction Surveys each year to our customer agencies. The result of this more
inclusive survey is used by JusticeTrax to re-deploy resources or obtain training in those
areas necessary.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit B: Annual Subscription Support Terms
Page 34 of 48
3.
7x24 Emergency Telephone Support
JusticeTrax will provide 7x24 Telephone Support that extends Support for problems identified as Critical
Priority Error and High Priority Error to include all hours not already provided for within Regular Telephone
Support. 7x24 Telephone Support allows the Customer’s internal support staff that are technically capable
and who first troubleshoot the problem, to authorize JusticeTrax to provide 7x24 Telephone Support. An
additional agreement and costs will apply to this enhanced level of application support.
4.
Third Party Applications
4.1
Responsibilities for Planned Updates. Customer shall provide JusticeTrax with prompt notice, and in
no case fewer than forty-five (45) days’ advance notice, of any update by the Third-Party Provider of a
Third-Party Application. JusticeTrax shall undertake commercially reasonable efforts to patch or
update the Product in order to integrate it with the updated Integrated Third-Party Application.
4.2
Responsibilities for Planned Upgrades. Customer shall provide JusticeTrax with prompt notice, and in
no case fewer than ninety (90) days’ advance notice, of any planned upgrade by the Third-Party
Provider of a Third-Party Application. JusticeTrax shall evaluate the time and resources required to
patch or update the Product in order to integrate it with the upgraded Third-Party Application. The
Parties shall engage in good faith negotiations to agree on the terms (including, without limitation,
schedule and price) on which JusticeTrax would develop a patch, update, or upgrade to integrate the
Product with the Third-Party Application.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit C: Price and Payment Terms
Page 35 of 48
Exhibit C: Price and Payment Terms
1.
Pricing and Payment
JusticeTrax shall be paid based on the Fees schedules in this Exhibit.
2.
Fees Schedule for Onboarding Services
The total amount payable for Onboarding Services is $0.00. Invoices for the below shall be issued on
completion of each service. This amount shall be paid in full within thirty (30) Days after the invoice
date.
Contracted Services
SERVICE
Quantity
Unit Cost
Subtotal
Hosted Platform Configuration
1
$5,000.00
$Waived
$ 0.00
3.
Subscription Fees
3.1 Initial Subscription Fees
Application / Service
Number of
Subscribed
Users
User Cost
per Year
Subtotal Cost
per Year
LIMS-plus v3
11
$2,200.00
$24,200.00
Total Cost per Year
$24,200.00
3.2
Increases in the User Cost per Year (UCY) shall not exceed 5% per annual subscription. JusticeTrax
shall notify Customer regarding any pricing increases at least sixty (60) days prior to the beginning of
a Subscription Renewal Term.
4.
Fees Schedule for SaaS Services
4.1
The subscription fee for the first full year of the Production Period shall be paid in full and in advance
within thirty (30) days that the SaaS system is configured, and Customer access granted, which shall
set the date of future annual renewals (the “Subscription Payment Date”). The annual subscription
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit C: Price and Payment Terms
Page 36 of 48
fee for subsequent years of Software as a Service (each a “Subscription Renewal Term”) shall be paid
in full and in advance on each annual Subscription Payment Date.
4.2
During the Production Period, the annual subscription fee for the Software as a Service shall be
calculated as the number of users per application multiplied by their respective UCY as defined in
Section 3.
5.
Data Storage
5.1 Combined production and test instance file share data storage included in the above subscription
prices shall include 1 TB. Data exceeding this level will incur charges of $1,200 / TB / Year, in units
of 1 TB.
6.
Egress and Connectivity
6.1
The customer will provide access in a manner consistent with their security requirements.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit D: Onboarding Terms and Conditions
Page 37 of 48
Exhibit D: Onboarding Terms and Conditions
1.
Documents
1.1
The Onboarding Terms and Conditions shall also include the following sections, where applicable:
i.
Documents
ii.
Statement of Work
iii.
Project Implementation Schedule
iv.
Interface Control / Tailored Work Document (ICTWD) - Not applicable
v.
Data Migration - Not Applicable
vi.
Enhancements Control Document (ECD) – Not applicable
vii.
Acceptance Testing
viii.
Training Course Outlines – Not applicable
ix.
Changes to Onboarding Projects – Not applicable
2.
Statement of Work
Minimum Application Versions for Hosting (JusticeTrax Cloud)
LIMS-plus, ChainLinx and Portal v3.8
3.8.47 or later
LIMS-plus, Portal v5
5.3.38 or later
CIMS
1.0.35 or later
LIMS-plus DNA
1.1.22 or later
On-Premises to JusticeTrax Cloud Move (Customer below minimum versions of any apps being moved)
Upon receipt of signed agreement:
Customer will determine if there are any existing integrations. If there are, then the process must include
an evaluation of each integration to determine the feasibility of continued operation as is or if a rewrite
of that integration is necessary. JusticeTrax is not responsible for any custom integrations not covered
under a maintenance agreement with JusticeTrax.
Customer will need to send the most recent database back up for each application to JusticeTrax. Delivery
method for data transfer will be coordinated with the JusticeTrax Product Delivery Team.
For LIMS-plus 3.x customers they will need to send a copy of their “jtrax share” (customers are
encouraged to use a tool such as 7-zip and compress the archive into multiple files for easier transfer.)
JusticeTrax will create the cloud deployment to include the backups and files mentioned above.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit D: Onboarding Terms and Conditions
Page 38 of 48
JusticeTrax will perform an in-place upgrade of the application(s) to the most current released version
implementing any changes required to make the system operational. This could include
enabling/disabling features. Customer is responsible for any additional configuration required by the
upgrade.
For LIMS-plus v3.7 and below customers, JusticeTrax will perform a “Health Check” on the database and
identify data that could pose issues to the use of the applications to the customer. The Customer is
responsible for determining if the data can be ignored, needs to be corrected, etc. within a 30-day period,
otherwise it will be deemed to be acceptable to use as is. JusticeTrax will assist in the correcting of the
data (running or creating scripts as an example) to facilitate usefulness.
JusticeTrax will convert existing Crystal Reports from ODBC to ADO. At this time, Word reporting for LIMS-
plus v3.x is not supported in JusticeTrax Cloud. The customer is responsible for validating the function of
the reports after the conversion.
JusticeTrax will provide the customer with the URL to access the application(s.)
The customer will access the application(s) and log in.
The customer is responsible for reviewing application release notes to determine functionality introduced
with versions of the application later than the one from which they have upgraded.
The customer is responsible for training their users on any new functionality should they chose not to
engage professional services.
On-premises to JusticeTrax Cloud Move - (Customer at or above minimum versions of all apps being
moved)
Upon receipt of signed agreement:
Customer will determine if there are any existing integrations. If there are, then the process must include
an evaluation of each integration to determine the feasibility of continued operation as is or if a rewrite
of that integration is necessary. JusticeTrax is not responsible for any custom integrations not covered
under a maintenance agreement with JusticeTrax.
Customer will need to send the most recent database back up for each application to JusticeTrax. Delivery
method for data transfer will be coordinated with the JusticeTrax Product Delivery Team.
For LIMS-plus 3.x customers they will need to send a copy of their “jtrax share” (customers are
encouraged to use a tool such as 7-zip and compress the archive into multiple files for easier transfer.)
JusticeTrax will create the cloud deployment to include the backups and files mentioned above.
JusticeTrax may perform an in-place upgrade of the application(s) to the most current released version
implementing any changes required to make the system operational. This could include
enabling/disabling features. Customer is responsible for any additional configuration required by the
upgrade.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit D: Onboarding Terms and Conditions
Page 39 of 48
JusticeTrax will convert existing Crystal Reports from ODBC to ADO. At this time, Word reporting for LIMS-
plus v3.x is not supported in JusticeTrax Cloud. The customer is responsible for validating the function of
the reports after the conversion.
JusticeTrax will provide the customer with the URL to access the application(s.)
The customer will access the application(s) and log in.
The customer is responsible for reviewing application release notes to determine functionality introduced
with versions of the application later than the one from which they have upgraded.
The customer is responsible for training their users on any new functionality should they chose not to
engage professional services.
3. Project Implementation Schedule
Upon receipt of the database backup(s) and file share archive (where applicable):
Within 60 business days JusticeTrax will provide the URL and login credentials for the customer to log in
and begin the system verification process.
If a database upgrade is required, within 60 business days JusticeTrax will provide a restored database to
begin the data verification process.
The customer shall have 60 business days post initial log in to complete the verification process and
schedule a final move of the initial test system into production. At this point in time, the customer would
have a solid understanding of the amount of time taken to perform a back-up and upload of their data to
JusticeTrax. JusticeTrax would have a solid understanding of the amount of time required to restore that
data and repeat the process to make if available to the customer.
A final file repository refresh and database upgrade and restoration will need to be completed just prior
to the system moving into production.
4. Interface Control / Tailored Work Document (ICTWD)
5. Enhancements Control Document (ECD)
6. Data Migration
7. Acceptance Testing
The Customer will identify a team of users to take on the role of power users, subject matter experts,
back up administrators (however named by the organization). These people should have technical,
specific, and practical knowledge of at least one Discipline in the Crime Lab as well as evidence handling
and processing. They will act as liaisons between the individual units and the overall implementation
team. They should participate in admin or power use/ SME training during the implementation and
help to make configuration choices for their representative unit.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit D: Onboarding Terms and Conditions
Page 40 of 48
These staff members will be responsible for the acceptance of the individual section workflows and
configuration. They will perform validation testing of all configured screens, administrative data, reports
and any integrations that are needed by the section. Once they have signed off on their workflow, the
application will be configured for use for that discipline. Once all disciplines have been accepted, the
application will be considered Configured for Use and that milestone will be achieved.
8. Training
9. Changes to Onboarding Projects
From time-to-time Project Changes may arise. JusticeTrax staff will propose and post such Changes
to the JusticeTrax electronic project management system where the Customer shall accept or
reject the change. Changes will be deemed acceptable should the Customer not respond within 7
calendar days.
9.1
Amendments
The following types of changes shall require an Amendment Form to be completed, and if approved,
signed by representatives of both Parties authorized to bind each Party in such matters:
•
Adding new product or additional services to the Project.
•
Changes in project scope that result in an increase to the fees.
•
Updates to the Project Implementation Schedule (Exhibit D.2) that impact the “1.9 Configured and
Available for Use” Payment Milestone.
The above types of changes are not meant to be an inclusive list.
In the event of inconsistencies amongst the Main Agreement or the Agreement’s Exhibits and any Change
Order Form, the Change Order Form shall take precedence over the Exhibits contained in the Agreement.
The Main Agreement shall remain unaffected.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit D: Onboarding Terms and Conditions
Page 41 of 48
9.2 Amendment Form
CUSTOMER NAME
AMENDMENT # TO AGREEMENT NUMBER
THIS Amendment, entered into this day of , , by and between the CUSTOMER
NAME (herein called the “Customer”) and JusticeTrax, Inc.”).
WHEREAS, the Customer and JusticeTrax have entered into that certain Agreement identified
above (the “Agreement”); and
WHEREAS, JusticeTrax and the Customer have agreed that a change to the here-mentioned
Agreement is necessary;
NOW, THEREFORE, the parties hereto agree to amend said Agreement as follows:
[Inset amendment language here].
All other terms and conditions of said Agreement are unaltered hereby, shall remain in full force
and effect, and are hereby ratified and reaffirmed.
FOR JUSTICETRAX:
Signed ________________________________ Title __________________________ Date ________
FOR THE CUSTOMER:
Signed ________________________________ Title ______________ _________ Date ________
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit E: System Performance
and Availability Standards
Page 42 of 48
Exhibit E: System Performance
and Availability Standards
1 Overview
This Exhibit sets forth the performance and availability standards to which the JusticeTrax software
applications are expected to perform, providing that the Customer meets JusticeTrax’ recommended
hardware and network specifications, including server, desktop workstation and mobile
configurations, and that the Customer uses the Application Software according to its intended
design.
Server hardware/software requirements, minimum workstation configurations, and network
requirements are defined in Customer Supplied Hardware and Third-Party Software. Specifications
and requirements are subject to change to support future Product Upgrades.
The measured times exclude any factors that may be caused by factors outside of JusticeTrax’
control, such as, but not limited to, the network.
2
Transaction Response Times
JusticeTrax Application Software performance is based on transaction response times, which are
measured from operator action until visual response is observed or until the operation is completed.
Important Note: Expected response times are not for data-dependent transactions, such as, but not
limited to, displaying data lists, displaying dashboards, querying external interfaces,
attaching/downloading files, generating reports, printing, or performing queries or searches. For
such types of data-dependent transactions, including large administrative tasks and large evidence
transfers, the response time results may vary depending on the amount of data involved, the sizes
of the files involved, the complexity of reports, or the types of search criteria entered.
The approach taken will be to measure the performance of transactions from an end user while the
System is under normal and reasonable workload within the Production Use environment. Delays
caused by the network will not be included in the response times.
When measuring response time, no backups, ad-hoc queries against the database, or reports will be
processed. The response times will be measured from workstations that meet the recommended
workstation requirements as defined in Exhibit F.
The expected transaction times for JusticeTrax Software Applications is three (3) seconds or less.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit E: System Performance
and Availability Standards
Page 43 of 48
3
Availability Standards
During the Production Period of the SaaS Services, the Application Software shall be available in the
production environment 98% of the time. The following specifications define both availability and
the method by which it is calculated:
Availability is expressed as a percentage of the maximum expected availability over a given period.
The Application Software shall be available seven days per week, 24 hours per day. The percentage
availability for any period will be calculated as follows:
(Total Hours in Period – Hours System Unavailable) x 100 / Total Hours in Period
"Unavailability" is where the JusticeTrax Software Applications are completely and generally
unavailable for the Customer’s use (but not the use of any one Authorized User, or subset/group of
users; or access from any one workstation, or group of workstations), and does not include any
unavailability attributable to:
a. Scheduled downtime for maintenance;
b. Scheduled downtime for System Upgrades or Updates;
c. scheduled downtime for operating system patch updates;
d. downtime for upgrades or updates to system software components and tools integrated as part of
the Solution;
e. downtime for upgrades or updates to cloud-based Third-Party Software Components and services
integrated as part of the SaaS Services;
f.
downtime related to connectivity issues resulting from Customer or third-party-provided or
managed Direct Connect or VPN access to hosted server or Customer internal network problems;
Customer will be responsible for immediately notifying JusticeTrax of all third-party-managed VPN
access and internal or external (e.g. internet service provider) network problems that arise;
g. an incident resulting from data or infrastructure or network provided and/or performed by the
Customer;
h. acts or omissions of Customer or any Customer user, Authorized User, or any employee, agent or
independent contractor of the Customer;
i.
lack of availability or untimely response from the Customer that require the Customer’s
participation for resolution;
j.
the Customer’s negligence or breach of the Customer’s material obligations under the Agreement;
k. any other cause(s) beyond JusticeTrax’ reasonable control, including but not limited to those
caused by Third-Party Data, Third-Party Applications, Third-Party Provider, or Third-Party software,
service outages by the platform provider, e.g., Microsoft Azure, as well as overall internet
congestion, denial of service attack, or a force majeure.
4
Data Backup and Disaster Recovery
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit E: System Performance
and Availability Standards
Page 44 of 48
During the Production Period of the SaaS Services, JusticeTrax shall provide backup of Customer data
using the tools inherent to the platform, e.g., Microsoft Azure. Platform tools shall also be used to
establish and maintain disaster recovery processes.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit F: Minimum Client and Peripheral Specifications
Page 45 of 48
Exhibit F: Minimum Client and Peripheral Specifications
System Requirements
Below are the system requirements for JusticeTrax Software Applications, separated by systems hosted
in JusticeTrax Cloud and those installed on premises.
1
JUSTICETRAX CLOUD
Supported Platforms
Desktop OS
Windows 10 or 11
Prerequisites
Desktops
.NET 4.7.2 or Higher
Adobe Reader 10 or Higher
JTTray
Compatible Browsers
Microsoft Edge
(Recommended)
Google Chromei
Firefox 51.x or Higherii
Special Considerations
Requirements
All guidelines are the minimum recommendations for suitable performance.
OS
LIMS v3.7.x and v3.8.x do not support file paths that exceed 200 characters.
Barcode Printers
JusticeTrax supports Eltron/Zebra printers currently supported by the manufacturer.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit F: Minimum Client and Peripheral Specifications
Page 46 of 48
2 ON-PREMISES
25 Users
50 Users
100 Users
Processors RAM
Disk
Space
Processors
RAM
Disk
Space
Processors
RAM
Disk
Space
Web Server
4
8 GB
100 GB
4
8 GB
200 GB
8
8 GB
300 GB
Database
Server
4
16 GB 100 GB
4
16 GB
200 GB
8
16 GB
300 GB
Supported Platforms
Server OS
Windows Server Standard Edition or Higher (minimum 2012 R2 or newer)
Database
Microsoft SQL Server (minimum 2016 or newer)
Web Services
IIS 8.5 or Higher
Desktop OS
Windows 10 or 11
Prerequisites
Desktops
.NET 4.7.2 or Higher
Adobe Reader 10 or Higher
JTTray
Servers
.NET 4.7.2 or Higher
.NET Core (if installing Portal)
JTHub
Active Directory
Implementations where the web, file and SQL services are housed on separate physical or
virtual servers will require the configuration of a managed service account, service principle
names (SPN) and delegation.
Domain Functional Level
2008 R2 or Higher
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit F: Minimum Client and Peripheral Specifications
Page 47 of 48
Compatible Browsers
MICROSOFT EDGE
(RECOMMENDED)
Google Chrome0Fi
Firefox 51.x or Higher1Fii
Special Considerations
Requirements
All guidelines are the minimum recommendations for suitable performance.
We recommend allocating additional processing, memory and storage capacity if a large number
of concurrent users is expected (greater than 50) or if the lab will be storing a large number of
images and attachments.
Concurrent corresponds to the number of active users who are making simultaneous requests to
the application. A system may have 200 total users, but only 30 to 50 are concurrently active at
any given moment.
Please contact Sales for information regarding large-scale deployments.
Servers
We recommend dedicated servers for JusticeTrax applications.
Only one instance of the JTHub is needed in most environments.
OS
LIMS v3.7.x does not support file paths that exceed 200 characters.
Database
SQL's memory usage should be limited to allow the OS at least 4GB of RAM.
Initial installs require Microsoft SQL Server 2016; upgrades to existing systems can continue on
the existing database version.
Virtualization
Our applications will run in virtualized environments.
Services may be housed on one or more virtual machines.
Implementation and support of virtualization is not provided by JusticeTrax.
Failover
Our applications are compatible with Windows failover clustering.
Our applications are compatible with SQL Active/Passive clustering.
Implementation and support of fault tolerance is not provided by JusticeTrax.
Clustering
Multiple web server deployments are not required for most scenarios.
Dates and times reflect the time zone of the web server. Labs that span multiple time zones
might consider deploying a web server in each zone to accurately reflect the time of each zone.
Implementation and support of clustering is not provided by JusticeTrax.
JusticeTrax, Inc. & Glendale Police Department Criminal Investigations Division
SaaS Agreement #
Exhibit F: Minimum Client and Peripheral Specifications
Page 48 of 48
Backups
JusticeTrax does not assume any responsibility for backups.
A backup solution will need to be implemented by local support staff.
Barcode Printers
JusticeTrax supports Eltron/Zebra printers currently supported by the manufacturer.
i Google Chrome is compatible with v3.8 products but has not been fully tested
ii Firefox is compatible with v3.8 products but has not been fully tested.