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PulsePoint License Agreement

This PulsePoint Software As A Service (SaaS) Agreement ("Agreement"), is entered into by and between PulsePoint Foundation ("PulsePoint" or "Licensor"), a non-profit organization with an address of PO Box 12594, Pleasanton, CA 94588-2594, and the Agency as identified in the Agency Registration submitted by you ("Licensee"). This Agreement sets forth the terms and conditions under which Licensor will license to Licensee the use of Licensor’s PulsePoint software as provided by Licensor via the Internet or cloud. In consideration of the mutual promises and upon the terms and conditions below, the parties agree as follows:

1.         Software As A Service; License Grant; Restrictions.   

1.1        License Grant.  Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a personal, nontransferable, nonsublicensable, nonexclusive limited license to remotely access and use, through authorized users, the PulsePoint software including updates, bug fixes, or other minor enhancements or improvements that are made generally available by Licensor to its licensees, at Licensor’s discretion (hereafter the “Services”); such access and use is solely for the purposes of integrating the Services with Licensee’s existing computer aided emergency dispatch system.  Subject to the terms and conditions of this Agreement, Licensor also grants to Licensee a personal, nontransferable, nonsublicensable, nonexclusive limited license to use of the certain software, namely, the PulsePoint Application Programming Interface (API) (hereafter the “API Software”) solely for use by Licensee in integrating or implementing the Services with Licensee’s existing computer aided emergency dispatch system.  Licensee agrees that as a condition to the license grants herein, it will use the Services and API Software for Licensees’ own use, in accordance with any documentation provided by Licensor, if any. Licensor retains the sole and exclusive right to control and direct the manner or means by which Services are performed, and may employ or subcontract others with respect to such services. Nothing herein obligates Licensor to provide consulting services to integrate the Service or API Software with Licensee’s computer aided dispatch system. Licensee is responsible for any and all fees and costs associated with such integration.

1.2        Additional Restrictions.  Licensee further agrees, and represents and warrants, that as a condition to the license grants hereinthat it shall not directly or indirectly: i) distribute, rent, sell, lease, license,  assign or otherwise transfer all or any part of the Services or API Software (including any associated documentation) and Licensee’s rights to use such Services and API Software ii) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas or algorithms of the Services or API Software, iii) modify or create derivative works based on the Services or API Software, and iv) permit access to, or use of, the Services of API Software by persons other than those employees or agents of Licensor who are reasonably necessary to effectuate the purposes of this Agreement.

1.3        Fee.  Licensor may charge an annual fee ("Fee") for the license granted in this Agreement. Any such Fee shall be set forth in an Exhibit to this Agreement or on Licensor’s website. Licensee agrees to pay this Fee to Licensor upon entering into this Agreement and upon any renewal (see Section 6). The Fee is subject to change upon any renewal term.

2.         Ownership.   Licensee acknowledges that except for the limited access rights expressly granted herein, all ownership, rights, title and interest in the Services and API Software, and any other Licensor materials furnished or made available hereunder, and all modifications, enhancements and improvements thereof, including all rights under copyright and patent and other intellectual property rights, belong to and are retained solely by Licensor, or Licensor’s licensors and providers, if any.  There are no implied rights.  Licensee understand and agrees that as to any data received by Licensor from Licensee through the Services such as incident data, Licensee may use this data in connection with other applications and services that may be provided by Licensor.  Licensee hereby grants to Licensor a perpetual, irrevocable, sublicensable, royalty-free license to such data. 

3.         Licensee’s Duties and Responsibilities.

3.1        Data and Information. Licensee shall provide Licensor with all necessary and reasonable cooperation to enable Licensor to perform its obligations under this Agreement, and shall make available in a timely manner at no charge to Licensor all technical data, programs, files, documentation, sample output, or other information and resources reasonably required by Licensor for the provision of the Services to Licensee.  Licensee will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Licensee. Licensee shall cooperate with Licensor and provide such assistance as Licensor may reasonably request in connection with Licensor’s efforts to obtain all consents, approvals and authorizations of and cooperation from third parties which may be necessary or required in order to use the materials or information provided by Licensee.  Licensee shall bear any of its own costs (including those above and beyond Licensor’s quoted costs) including added time resulting from Licensee’s failure to meet its obligations. 

3.2        Compliance With Laws; Security. Licensee further agrees, and represents and warrants, that as a condition to the license grants herein, that it shall: i) comply with all applicable laws, including, but not limited to HIPAA and other privacy or data security laws in connection with the use of the Services and API Software hereunder, ii) employ commercially reasonable measures to maintain the privacy of individuals; and iii) employ commercially reasonable measures to maintain the security and confidentiality of the Services and API Software, and shall promptly notify Licensor of any actual or suspected information security breaches, of which it becomes aware.

3.3        Taxes. Licensee agrees that it shall pay or reimburse any and all federal, state, dominion, provincial or local sales, use, personal property, excise, or other taxes, fees or duties that may from or relate to this Agreement (other than taxes based on Licensor’s net income).

3.4        Government Use.  If Licensee is a unit or agency of the government, or licensing use of the Services or API Software through or in connection with government funds, the Services and API Software are provided subject to Licensor’s standard terms and conditions which are set forth in this Agreement.  Licensee agrees that the terms and conditions of this Agreement govern.

3.5        Indemnification.  Licensee shall defend, indemnify and hold Licensor harmless from any and all claims, injuries, damages, losses or suits arising out of a claim (i) of any breach of this Agreement by Licensee or violation of law by Licensee, its affiliates, employees agents, successors and assigns; or (ii) relating to or based on the activities conducted by Licensee, its employees, contractors and agents, using or that used the Services or API Software; and Licensee shall pay any final judgment entered against Licensor in any such proceeding or agreed to in settlement.  Licensor agrees to provide Licensee with: i) reasonably prompt written notification of the claim or action; ii) sole control and authority over the defense or settlement thereof; and iii) at no cost to Licensee, all reasonably available information and  assistance reasonably necessary to settle or defend any such claim or action.

4.         Confidential InformationEach party (“Receiving Party”) agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information related to the other party’s (“Disclosing Party”) technology or business, including, but not limited to:  information relating to products or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions, and other technical, business, financial, and product development plans, forecasts, strategies and information (all of the foregoing, “Confidential Information”). Each party shall use reasonable precautions to protect the other’s Confidential Information.  Confidential Information shall not include information that  (a) is in or enters the public domain including in reasonably available public or government databases through no improper action or inaction by the Receiving Party; (b) was rightfully in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by another person without restriction; or (d) was independently developed by the Receiving Party by persons without access to such information and without use of any Confidential Information of the Disclosing Party.  Each party may disclose Confidential Information that is required to be disclosed by a court or other adjudicative body provided that reasonable measures are taken to minimize disclosure and guard against further disclosure, and also provided that the party gives the other party prior written notice of the proposed disclosure to allow the other party to seek protection for the Confidential Information.

5.         Warranty Disclaimer; Limitation of Liability.  LICENSOR WILL USE REASONABLE COMMERCIAL EFFORTS TO PROVIDE THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. LICENSOR MAKES, AND LICENSEE RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES THEREUNDER, AND LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN ADDITION, LICENSEE AGREES THAT LICENSOR’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SERVICES, IF ANY, OR TERMINATION OF THE AGREEMENT BY CONVENIENCE BY LICENSEE.  IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION. LICENSOR WILL NOT BE LIABLE FOR LOSS, CORRUPTION OR COMPROMISE OF THE CONFIDENTIALITY OF LICENSEE-PROVIDED DATA.

6.         Term and Termination. This Agreement will take effect on the Effective Date and will remain in effect, unless earlier terminated in accordance herein, for one year.  At the end of each one-year term, this Agreement shall renew automatically for additional one (1) year terms unless either party provides written notice of termination to the other at least thirty (30) days before the end of the then current term. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement if Licensor determines that Licensee has failed to materially comply with any of the terms and conditions of this Agreement, or may terminate for convenience with ninety (90) days written notice. This Agreement may be terminated by either party if the other party commits a material breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days of written notice of termination. Termination by any means will not affect the provisions of this Agreement relating to the payment of amounts due, or the provisions of Sections 1.2, 2, 3.5, 4, 5, 6, and 8 of this Agreement, all of which will survive termination of this Agreement, regardless of the reason for termination.  Upon termination, all of Licensee’s licenses and rights to the Services and API Software that shall terminate, and Licensee shall immediately cease use of the Services and API Software, and return to Licensor, Licensor’s proprietary and confidential information, and documentation regarding use of the Services or API Software, if any, along with a signed, written statement certifying that Licensee has returned to Licensor, and is no longer in possession of the foregoing items.  Upon termination and written request from Licensee, Licensor will return to Licensee any proprietary data or information of Licensee.

7.         Reference; Sponsorship:  Licensee agrees that Licensor may identify Licensee as a customer or user of the Services on its website, iTunes AppStore page and similar webpages, and other marketing materials, and describe the project and the Services provided by Licensor to Licensee.  Nothing herein constitutes an endorsement of Licensor by Licensee.  Licensee further and agrees that Licensor may enter into agreements under which third parties may sponsor the launch or ongoing implementation of the Services, and Licensee consents to such sponsorship.

8.          General Provisions.  This Agreement is not assignable or transferable by Licensee, and any such attempted assignment or transfer shall be void and without effect.  Each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, and applicable federal law, without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on the International Sales of Goods.  Each party hereby irrevocably submits to the jurisdiction and venue of any state or federal court in or for Contra Costa county, California, in any action or proceeding brought to enforce or otherwise arising out of or related to this Agreement and irrevocably waives to the fullest extent permitted by law any objection which such party may now or hereafter have to the resting of such jurisdiction and venue in such forum, and any claim that such forum is an inconvenient forum.  The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right.  If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties hereto related to the subject matter hereof, and any and all written or oral agreements are expressly cancelled.  Any modifications of this Agreement must be in writing and signed by both parties hereto. Pre-printed purchase order terms and any other additional terms, and any terms in conflict with this Agreement, shall be void and of no effect.   Neither Party will be responsible for failure of performance, due to causes beyond its reasonable control, including, without limitation: acts of God or nature; labor disputes; sovereign acts of any federal, state or foreign governments; network and/or computer failure or shortage of supplied materials; provided that, the affected Party makes a reasonable attempt to remove the impact of the force majeure occurrence as soon as reasonably possible.  Either Party shall have the right to terminate this Agreement if a force majeure occurrence continues to impact performance of the other for more than thirty (30) consecutive days.


By selecting the check box below, you agree to the above PulsePoint Software As A Service (SaaS) Agreement:

Accessed from: 54.91.163.224     Effective Date: Sun, 23 Nov 2014 00:37:32 +0000