SOFTWARE SERVICE AGREEMENTf Osus
December 13, 2021
Chief Daniel W. Slaughter
Clearwater Police Department
645 Pierce Street
Clearwater, FL 33756
Dear Chief Slaughter,
Fusus is honored that the Clearwater Police Department is considering our organizations to support its
community safety initiatives by providing a platform to view public and community video sources for
incident situational awareness and investigations.
Fusus will provide the Clearwater Police Department with a video and data collaboration platform to
expedite intelligence gathering and efficiency of response to situations as they unfold throughout the
community. Further, the platform is tied to a community -facing website portal for video camera registry,
providing a tool for identifying the location of cameras in proximity to incidents, as well as a means for
efficient outreach to collect recorded video and image files from both public and community cameras.
Fusus is offering the Clearwater Police Department the following package:
1. System Deliverables:
• FOsusONE Enterprise Package - fOsusONE SaaS for up to 3,000 data points, including
up to 1,500 simultaneous public/private video feeds, fOsusREGISTRY, fususOPS,
fOsusVAULT, fOsusTIPS, fususALERT, 10 TB indefinite cloud storage, and forty-three
(43) fususCORE Pro and six (6) fOsusCORE Lite included appliances.
• One (1) fOsusCORE Elite Al appliance
• Unlimited fususOPS user licenses
• Subscription Price: $95,000 Per Year
• Subscription Term: 3 years
The quote (Attachment A — Quotation 0456) provides details on the fususONE Enterprise
Software price and part numbers.
2. Implementation Plan
Upon execution of this agreement, the project will initiate and consist of the following two
phases:
Phase 1- Initial Configuration:
a. Provide and install five (5) fOsusCORE Pro appliances to support up to twenty-five (25)
video streams per Core and necessary fususOPS app licenses.
b. Integration to the Clearwater Police Department's Computer Aided Dispatch and AVL
System
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c. Integration of Flock LPR system
d. Training of Real Time Crime Center personnel
At the conclusion of ninety (90) days from implementation kick off call or upon agency approval
(Notice to Proceed), Phase 2 will commence.
Phase 2 — Full Implementation:
a. Provide remaining fususCORE appliances
b. Provide software managed access to all subscribed current and planned video and loT
feeds into fususONE
c. Implementation of remaining FOsusONE functionality including integration of drone feeds,
covert cameras, and license plate readers, as available, into fOsusONE
d. Training remaining departmental users.
Implementation includes necessary project management, video feed configuration for the
fususONE application, setup and training for fOsusONE and fususOPS, and Phone (Tier 2) and
onsite (Tier 3) technical support.
3. Payment and Subscription Terms:
a. Payment 1: Invoiced upon 90 days from implementation kick off call or
upon Notice to Proceed to Phase 2 $95,000
b. Payment 2: Due upon anniversary of Payment 1 Invoice Date (Year 2) $95,000
c. Payment 3: Due upon anniversary of Payment 1 Invoice Date (Year 3) $95,000
Annual subscription period begins on Invoice date of Payment 1. Payment terms are net 30.
Note: Additional CORE Light/Pro/Elite/Elite Al Appliances can be purchased for
$200/$600/$4,000/$5,000 each.
4. Statement of Work: The following capabilities will be delivered to the Clearwater Police
Department as part of this agreement.
Fusus will:
a. fususONE: Setup and implement users, provide access to, and training on the
fususONE enterprise data fusion and map -based situational awareness platform
b. fususCORE: Provision all required fususCORE(s) appliances for live video sharing
through fususONE. To supplement this, FOsus will add Artificial Intelligence capabilities
for any fususCORE Elite Al connected cameras.
c. fOsusREGISTRY: Fusus will create a custom website portal for community members
can register their cameras along with contact information to empower users to quickly
identify the location of privately -owned surveillance cameras and easily request and
have owners easily share recorded video with investigators.
d. fususVAULT: The fususONE subscription includes the investigator portal, fususVAULT,
for secure request and receipt by investigators of fususREGISTRY user -owned videos,
along with fOsusTIPS SMS text -based videos and photos, to assist with secure data
collection in support of its investigations.
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e. fususOPS: The Clearwater Police Department will have the ability to deploy the
fususOPS smart -phone app for live video and data sharing from the field, viewing of live
camera feeds, and setting up and transmitting the location of teams for special events
and critical incident management.
f. fususTIPS: The 10 -digit SMS service that allows for sending text, pictures, audio and
video directly into fususVault for use in investigations.
g. fususAlert: The iOS/Android application that provides panic alerting to fususONE along
with geolocation of person in distress and automatic docking of nearby camera assets in
the fususONE platform.
h. fususANALYTICS: Crime and incident heat mapping capabilities to provide location
and day of week/time of day frequency analytics over specified search periods for data -
driven decision making.
5. Bill of Materials Included with the Service: As part of the annual subscription price, each system
will include the following: fosusONE SaaS with unlimited video alerts, access, and video
download. fOsusCORE warranty and technical support for the life of the agreement.
Subscription to fususONE includes all of the following:
a. Unlimited Users to fususONE — Enterprise Real -Time Crime Center in the Cloud
b. Unlimited Access to the fususONE Dashboard for Clearwater Police Department
designated users
c. Setup of provided Floorplans for designated locations in fususONE
d. Ongoing Integration Services with the Clearwater Police Department's CAD System
e. Installation and Technical Phone Support
f. Provide a full solution warranty for the life of the agreement
g. Live U.S.-Based Phone Technical Support for the Life of the Agreement
6. Fusus Technical Requirements:
a. Camera live -sharing compatibility will be assessed for each location before CORE
delivery.
b. The customer will designate a primary POC for the deployment of fususONE.
c. CORE deployed locations will be required to provide a minimum network speed of
.5mb/s per viewed camera for live video sharing through the system.
7. Terms and Conditions:
The use of and access to Fusus products and services is subject to the Fusus Terms of Service
V070121 found at https://bit.ly/3rp6gez.
8. Termination for Convenience:
The Termination for Convenience Clause Asserts that the customer may, at its sole discretion,
terminate the agreement with 30 days of notice to Fusus. Services will be reimbursed on a pro-
rated basis from the last day of the term through the agreement's remainder at a daily rate. The
cost of any unreturned or unserviceable fususCORE(s) will be deducted from the refund due on
a $200/$600/$4,000/$5,000 fususCORE Lite/Pro/Elite/Elite Al basis.
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9. Indemnification:
The Contractors' covenants and agrees to indemnify and save harmless the City from any and
all claims, suits, actions, damages and causes of action, including attorney's fees and any cost
incurred as a result of enforcing this indemnity agreement, which arise during the term of the
contract for any personal injury, loss of life or services by the Contractor pursuant to this
contract, excluding claims arising from the City's own negligent or intentional acts or omissions,
and to defend any action or proceeding brought thereon, and from and against any orders,
judgment and decrees as may be entered therein. Notwithstanding anything contained herein
to the contrary, this indemnification provision shall not be construed as a waiver of any immunity
to which City is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida
Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in
any way affecting any defense City may have under § 768.28, Florida Statutes or as consent to
be sued by third parties.
11. Public Records:
Fusus (hereinafter "contractor' in this section 10 only) will be required to comply with Section
119.0701, Florida Statutes, as may be amended from time to time, specifically to:
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite
600, Clearwater, FL 33755.
Contractor shall comply with the following:
a. Keep and maintain public records required by the City of Clearwater (hereinafter "public
agency") to perform the service being provided by the contractor hereunder.
b. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided for in
Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise
provided by law.
c. Ensure that the public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract, the contractor shall destroy any
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duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
12. E -Verify:
Fusus and its subcontractors shall register with and use the E -Verify system to verify the work
authorization status of all newly hired employees. Fusus will not enter into a contract with any
subcontractor unless each party to the contract registers with and uses the E -Verify system.
Subcontractor must provide Fusus with an affidavit stating that subcontractor does not employ,
contract with, or subcontract with an unauthorized alien. Fusus shall maintain a copy of such
affidavit. The City may terminate this contract for any violation of this subsection (g). See Section
448.095, Florida Statutes (2020).
13. Governing Law and Venue:
This Agreement shall be governed and construed according to the laws of the State of Florida
without regard to conflict of laws. Any action brought by either Party shall lie in Pinellas County
Florida.
We are privileged to work with you on this project. Should you have any questions at any time, please
feel free to call (916) 425-3451 or email me at srh@fusus.com.
Respectfully,
Dr. Scott Howland
Public Safety Director
Approved (Signature):
See Signature Page / Page 6
By (Print Name/Title): Date
51 Page
Signature Page - Fusus
Countersigned: CITY OF CLEARWATER, FLORIDA
-1—°"'es /d}d By: YG.-
Frank Hibbard Jon P. Jennings
Mayor City Manager
Approved as to form:
David Margolis
City Attorney
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Attest:
Rosemarie Call
City Clerk
fOsus
Company Address 5550 Triangle Pkwy NW
Suite 100
Peachtree Comers, GA 30092
US
Account Name
Bill To Name
Bill To
Clearwater Police Department
Clearwater Police Department
645 Pierce St.
Clearwater, FI 33756
Created Date
Expiration Date
Quote Number
Prepared By
Ship To Name
Ship To
Sales Quote
12/13/2021
3/13/2022
00456
Scott Howland
Clearwater Police Department
645 Pierce St.
Clearwater, FI 33756
Pioduct
Description
Quantity Sales Price Total Price
FUSE -E-1-1001
FUSE -E-1-1002
FUSE -E-1-1003
CORE -AI -2001
CORE -P-2001
CORE -L-2001
Year 1 - FususONE Enterprise SaaS - 1 Year
Year 2 - FususONE Enterprise SaaS -1 Year
Year 3 - FususONE Enterprise SaaS - 1 Year
Enterprise package included Core Elite Al appliance
Enterprise package included Core Pro appliances
Enterprise package included Core LITE appliances
Total Price
Terms and Conditions
1.00
1.00
1.00
1.00
43.00
6.00
$285,000.00
$95,000.00
$95,000.00
$95,000.00
$0.00
$0.00
$0.00
$95,000.00
$95,000.00
$95,000.00
$0.00
$0.00
$0.00
The use of and access to Fusus products and services is subject to the Fusus Terms of Service V070121 found at https://bit.ly/3rp6gez.
fOsus
Fusus Terms of Service
Terms and Conditions Governing a Subscriber's Use of the Fusus Software, and all Fusus Solutions and Services
Provided via the Software, including but not limited to the FususONE, FususREGISTRY, FususOPS, FususALERT,
FususTIPS, FususNOTIFY, FususCORE, and FususVAULT product offerings.
1. Introduction:
A. Subscribers to the Terms.
The following Terms of Service Agreement (the "Terms" or the "Agreement") is a binding agreement between
Fusus LLC ("Fusus") and you, a user of the Fusus Software ("Software") and/or a Subscriber to the FususONE Real
Time Interoperability Solution ("Solution"), as presented in the accompanying Offer Letter, which You agree to,
either as an individual of at least eighteen years of age, or as an organizational entity, or as an associational
entity, in accordance with your status and existence ("You" or "Subscriber"). These Terms governYour use of the
Fusus Software, the Solution, and all other solutions, services and networks owned or controlled by Fusus (all of
which are included in the definition of "Content" provided in Section 1 below), which are provided to You via the
Software. When You accessed this Software, and/or when You registered Your account on the Software
("Account") and/or when You clicked the "AGREED" box on the Software login page, You acknowledged Your
understanding of these Terms and Your voluntary consent to be bound by theseTerms.
(1) Individual Subscribers.
If You are an individual, You hereby represent and warrant to Fusus that You are at least eighteen (18) years of age
or and otherwise capable of entering into and performing legal agreements, and that You agree to be bound by
the Terms.
(2) Entity Subscribers.
If You are going to use the Solution on behalf of a public entity, business entity, corporate entity, organizational
entity, or associational entity, You hereby represent to Fusus that You have the authority to bind that entity to
these Terms as the Subscriber, and Your acceptance of these Terms will be treated as acceptance by that public,
business, corporate, organizational, or associational entity as the Subscriber. In that event, You acknowledge and
understand that "You" and "Your" will refer to that public, business, corporate, organizational, or associational
entity as the Subscriber, which Subscriber is bound to these Terms, along with all officers, directors, employees,
contractors, agents, or volunteers in and under Subscriber's control and/or supervision, who are also bound to
these Terms.
B. Updates to the Terms.
When using the Software, the Solution, and/or any other solutions and/or services provided by Fusus via the
Software, You will be subject to any updates and revisions to these Terms. Fusus reserves the right, at Fusus's
sole discretion and without prior notice to You, to update, amend, change, modify, add, or remove portions of
these Terms at any time by posting the updated Terms ("Updates"). Unless otherwise stated in writing by Fusus,
all Updates shall be effective immediately upon posting on the Software, and Your continued use of the Fusus
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Software after the posting of any Updates to these Terms constitutes Your binding acceptance of such changes.
You acknowledge and agree that it is Your responsibility to ensure that Youare current and up-to-date in Your
understanding of and compliance with these Terms, notwithstanding whether or not Fusus has posted any notice
of Updates to these Terms on the Software, and you acknowledge, understand, and agree that You must
periodically check these Terms for Updates. Additional posted policies, guidelines or rules applicable to specific
services and features, may be posted from time to time ("Policies"). All such Policies are hereby incorporated by
reference into these Terms. In the case of any inconsistency between these Terms and any other document that
has been incorporated by reference herein,these Terms shall control.
2. CONTENT.
A. Content Defined.
The Software contains the Solution and may contain other solutions and products and services, as well as a
variety of materials and other items relating to the Solution and to Fusus's other products and services, and
similar items from our licensors and other third parties, including all layout, information, text, data, files, images,
scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds,
pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" ofthe
Software and of the Solution, and the compilation, assembly, and arrangement of the materials of the Software
and any and all copyrightable material (including source and object code), trademarks, logos, trade names,
service marks, company names, and trade identities of various parties, including those owned by Fusus and those
owned by third parties and licensed to Fusus for use on the Software (collectively, `Trademarks"), and other
forms of intellectual property included in the Software, in the Solution, and/or in any other product or solution or
service provided by Fusus. All of the foregoing, including the Solution and any other solutions, products, and/or
services provided by Fusus through the Software is defined and referred to collectively in these Terms as
"Content".
B. Ownership.
The Software (including any past, present, and future versions) and the Content are owned by Fusus or controlled
by Fusus through licenses granted to Fusus by its licensors. All right, title, and interest in and to the Content
available via the Software is the property of Fusus or of our licensors, and is protected by U.S. federal copyright,
trademark, patent, and trade secrets laws and by other federal and state intellectual property, and unfair
competition laws. In addition to Fusus's copyright ownership of the Content, Fusus owns a copyright in the
selection, compilation, assembly, arrangement, and enhancement of the Content on the Software. "Intellectual
Property Rights," as used in these Terms, means any and all rights belonging to Fusus and existing under patent
law, copyright law, semiconductor chip protection law, trade secret law, trademark law, unfair competition law,
publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications,
renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide,in any intellectual
property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets,
trademarks, trade names, copyrightable works, and any confidential information. As between You and Fusus,
Fusus retains all its respective titles, interests, and ownership in the Software and the Content, and You
understand and acknowledge that neither You nor any other Subscriber acquires any ownership in any
Intellectual Property Rights regarding the Software or the Content under these Terms.
C. Limited License Granted to You.
Subject to Your strict and ongoing compliance with Your Subscription Agreement and with these Terms, Fusus
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grants You a limited, non-exclusive, revocable, non -assignable, and non -transferable license to use the Software
and the Solution (the "Limited License"). The foregoing Limited License does not give You any ownership of, or
any other intellectual property interest in, any Content (including, but not limited to, the Solution), and Fusus
reserves the right to suspend or terminate, at any time and for any reason, Your Limited License without any
advance notice to You, and without any liability. This Agreement and any Additional Terms include only narrow,
limited grants of rights to Content and to use and access the Software. No right or license may be construed,
under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to
You are reserved by Fusus. Any unauthorized use of any Content or the Software for any purpose is strictly
prohibited.
3. SUBSCRIBER -GENERATED CONTENT: CONTENT YOU SUBMIT.
A. Your Ownership of Subscriber -Generated Content.
Fusus may provide a Subscriber the opportunity to post, upload, display, publish, distribute, transmit, broadcast,
or otherwise make available on or submit through the Software (collectively, "submit") messages, text,
illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings,
reviews, data, questions, suggestions, personally identifiable information, or other information or materials
created by a Subscriber (collectively, "Subscriber -Generated Content"). Subject to the rights and license You
grant to Fusus under these Terms (see below), You retain whatever legally cognizable right, title, and interest that
You have in Your Subscriber -Generated Content. You understand and acknowledge that Fusus has no obligation
to monitor or enforce Your intellectual property rights to Your Subscriber -Generated Content. (hereinafter, "PII").
B. Fusus's Enforcement Rights in Subscriber -Generated Content.
You grant Fusus the exclusive right to protect and enforce its licensed rights to Your Subscriber -Generated
Content while it is posted on the Software, including the right to bring and control enforcement actions in Your
name and on Your behalf at Fusus's cost and expense.
C. Your Representations and Warranties and Your Indemnification Obligations for Your Subscriber -Generated
Content.
Each time You submit any Subscriber -Generated Content, You represent and warrant that You are the sole author
and owner of the intellectual property and other rights to the Subscriber- Generated Content, or You have a
lawful right to submit the Subscriber -Generated Content.
4. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT.
DMCA Notice for Copyright Infringement.
Fusus will respond appropriately to notices of alleged copyright infringement that comply with the Digital
Millennium Copyright Act ("DMCA"), as set forth below. If You own a copyright in a work (or represent such a
copyright owner) and believe that the copyright in that work has been infringed by an improper posting of it as
part of Subscriber -Generated Content on the Software, then You may send us a written notice that includes allof
the following:
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(1) a subject line that says: "DMCA Copyright Infringement Notice"; and
(2) a description of the copyrighted work that You claim has been infringed or, if multiple copyrighted worksare
covered by a single notification, a representative list of such works; and
(3) a description of the location of the infringing material on the Software; and
(4) Your full name, address, telephone number, and e-mail address; and
(5) a statement by You that You have a good faith belief that use of the allegedly infringing material in themanner
complained of is not authorized by the copyright owner; and
(6) a statement by You, made under penalty of perjury, that all the information in Your notice is accurate, andthat
You are the copyright owner (or, if You are not the copyright owner, then Your statement must indicate that You
are authorized to act on the behalf of the owner); and,
(7) Your physical signature or, if sent within an email (rather than in a physical document or a digital document
attached to an email), the characters "//s/1" followed by Your full typed name, which will serve asYour electronic
signature.
Fusus may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing
requirements, and Fusus may elect to remove allegedly infringing material that comes to its attention via notices
that do not substantially comply with the DMCA.
B. Mode of Communication.
Fusus will only respond to DMCA Notices that it receives by mail or e-mail at the addresses below:By Mail:
Fusus
ATTN: DMCA Notice
5550 Triangle Pky, Suite 100 Peachtree Corners, GA 30092
By E -Mail:
helpdeskCcilfusus.com
We may send the information that You provide in Your DMCA Notice to the person who provided theallegedly
infringing work. That person may elect to send us a DMCA Counter -Notification.
Without limiting Fusus's other rights, Fusus may, in appropriate circumstances, terminate a repeat infringer's
access to the Software and any other Software owned or operated by Fusus.
C. DMCA Counter -Notification regarding Copyright Infringement.
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If access on the Software to a work that You submitted to Fusus is disabled or the work is removed as a resultof a
DMCA Notice, and if You believe that the disabled access or removal is the result of mistake or misidentification,
then You may send us a DMCA Counter -Notification to the addresses above. Your DMCA Counter -Notification
should contain the following information:
(1) a subject line that says: "DMCA Counter -Notification"; and
(2) a description of the material that has been removed or to which access has been disabled and thelocation at
which the material appeared on the Software before it was removed or disabled; and
(3) a statement made under penalty of perjury that You have a good faith belief that the material wasremoved or
disabled as a result of mistake or misidentification; and
(4) Your full name, address, telephone number, e-mail address, and the username of Your Account; and
(5) a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which
Your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the UnitedStates
District Court for the District of Georgia), and that You will accept service of process from the person who
provided DMCA notification to us or an agent of such person; and
(6) Your physical signature or, if sent within an email (rather than in a physical document or a digital document
attached to an email), the characters "//s//" followed by Your full typed name, which will serve asYour
electronic signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or
activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter -Notification, then we may replace the material that we removed (or stop disabling
access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter -
Notification. However, we will not do this if we first receive notice at the addresses above that the party who
sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the
person who provided the material from engaging in infringing activity relating to the materialon the Software.
You should also be aware that we may forward the DMCA Counter -Notification to the partywho sent us the
DMCA Copyright Infringement Notice.
D. Reporting Infringement of Other Intellectual Property.
If You own intellectual property other than a copyright and believe that Your intellectual property has been
infringed by an improper posting or distribution of it on the Software, then You may send FOsus a written notice
to one of the addresses set forth in Section 4.A. above that includes all of the following:
(1) a subject line that says: "Intellectual Property Infringement Notice"; and
(2) a description of the intellectual property that You claim has been infringed, or a list of the intellectual
(3) property if multiple works have been infringed; and a description of the location of the infringing material on
the Software; and
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(4) Your full name, address, telephone number, and e-mail address; and
(5) a statement by You that You have a good faith belief that use of the allegedly infringing material in themanner
complained of is not authorized by the owner; and
(6) a statement by You, made under penalty of perjury, that all the information in Your notice is accurate, andthat
You are the owner (or, if You are not the owner, then Your statement must indicate that You are authorized to
act on the behalf of the owner); and,
(7) Your physical signature or, if sent within an email (rather than in a physical document or a digital document
attached to an email), the characters "//s//" followed by Your full typed name, which will serve asYour electronic
signature.
Fusus will act on such notices in its sole discretion. Any User of the Software that fails to respond satisfactorilyto
fusus with regard to any such notice is subject to suspension or termination. We may send the informationthat
You provide in Your notice to the person who provided the allegedly infringing material.
4. YOUR ACCOUNT AT FOSUS.
A. Registration.
To access the Solution through the Software, You not only must execute a Subscription Agreement, but also You
must become a registered user of the Software by establishing an Account. The Software's practices governing
any resulting collection and use of Your personal information in Your Account are disclosed in its Privacy Policy.
B. Usernames and Passwords.
If You register for any feature of the Software that requires a password and/or username, such as the Solution,
then You will select Your own password at the time of registration (or we may send You an email notification with
a randomly generated initial password) and You agree to the following:
(1) You will not use a username (or e-mail address) that is already being used by someone else, that may
impersonate another person, that belongs to another person, that violates the intellectual property or otherright
of any person or entity, or that is offensive (Fusus may reject the use of any password, username, or email
address for any reason in our sole discretion); and
(2) You will provide accurate, current, and complete registration information about Yourself in connection with
the registration process and, as permitted, to maintain and update it continuously and promptly to keep it
accurate, current, and complete for as long as You use the features to which the registration relates; and
(3) You are solely responsible for all activities that occur on the Software under Your Account, password, and
username, whether or not You authorize the activity (except to the extent that any activity occurs due to
unauthorized use of Your password and username by another person or entity), and, accordingly, if You are an
entity Subscriber, You are solely responsible for the actions of all persons subject to Your control and/or
supervision who access the Software and the Content through Your subscription; and
(4) You are solely responsible for maintaining the confidentiality of Your password and for restricting access to Your
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computers, phones, pads, tablets, or other Internet Access Devices, so that unauthorized persons may not access
any password protected portion of the Software using Your name, username, or password; and
(5) You will immediately notify Fusus of any unauthorized use of Your Account, password, or username, orany other
breach of security; and
(6) You will not sell, transfer, or assign Your Account or any Account rights.
Fusus shall have no liability for any loss or damage (of any kind and under any legal theory) to You or any third
party arising from Your inability or failure for any reason to comply with any of the foregoing security obligations.
C. Termination in the Event of Non -appropriation.
If You are a public entity and do not appropriate funds for this agreement, then this agreement and all Your
obligations terminate. A refund will be provided for any unused portion of the paid subscription, after the 30 -day
notice period through the remainder of the term.
D. Software Access Charges.
Fusus reserves the right, upon reasonable notice, to charge for access to some or all of the Software, charge for
access to premium functionality or Content on some or all of the Software, or require a subscription or
registration to access some or all of the Software. Fusus further retains the right to changethe terms and
conditions for accessing the Software or portions of the Software; and the right to restrict access to the Software
or portions of the Software, in whole or in part, based on any lawful eligibility requirements Fusus may elect to
impose (e.g., geographic or demographic limitations). Fusus may modify,revalue, or make the registration free at
its sole discretion without advance notice or liability.
E. Your Use of an Internet Access Device and Third -Party Components.
You understand and agree that Your use of any Internet Access Device and/or all third -party hardware, software,
services, telecommunication services (including Internet connectivity), or other items used by You to access the
Software ("Third -Party Components") are the sole and exclusive responsibility of You, including all costs of Your
use of such Third -Party Components, and that Fusus has no responsibility for such third- party components,
services, or Your relationships with such third parties. You agree that You shall at all timescomply with the lawful
terms and conditions of Your agreements with such third parties. Fusus does not represent or warrant that the
Software and the Content are compatible with any specific third -party hardware or software or any other Third -
Party Components. You are responsible for providing and maintaining an operating environment as reasonably
necessary to accommodate and access the Software.
F. Wireless Features.
The Software may offer certain features and services that are available to You via Your wireless Internet Access
Device. These features and services may include the ability to access the Software's features and upload content to
the Software, receive messages from the Software, and download applications to Your wireless Internet Access
Device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by Your
carrier to participate in Wireless Features. Fees and charges may appear on Your wireless bill or be deducted from
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Your pre -paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features
may be incompatible with Your carrier or wireless Internet Access Device. You shouldcheck with Your carrier to
find out what plans are available and how much they cost. Contact Your carrier directly with questions regarding
these issues. You understand and acknowledge that Fusus has no responsibility or liability for Your ability or
inability to access or take advantage of any Wireless Features due to Your carrier, Your phone service plan, Your
Internet Access Device, or any other Third -Party Component.
G. Customer Service.
Fusus acknowledges the importance of response times for critical systems when technical issues arise. As such,
Fusus shall provide technical support during normal business hours from 9am to 5pm ET, and via an on-call after-
hours support team which is available on a 24/7/365 basis. When technical issues arise, Subscriber may contact
Fusus Technical Support via phone at: (844) 226-9226 ext. 2 or via email at: helpdesk@fusus.com. Fusus will make
every effort in all circumstances to respond to Subscriber technical support inquiries in a timely fashion. For after-
hours support requests, Subscriber shall notify Fusus of the priority of their request when it is submitted. The
priority shall determine the guaranteed response time as detailed below:
(1) Priority 1 — Technical concerns impacting a single or multiple users that require immediate resolution during
critical incidents or major events at the Agency/Organization. Fusus to return customer's call or email within 2
hours, including holidays and weekends.
(2) Priority 2 —Technical concerns impacting multiple users, non-critical/major events. Fusus to return customer's
call or email within 24 hours.
(3) Priority 3 —Technical concerns impacting a single user, non-critical/major events. Fusus to return customer's
call or email within 1 business day.
5. YOUR GENERAL REPRESENTATIONS AND WARRANTIES.
A. You represent and warrant the following in respect of this Agreement:
(1) You have the necessary authority to enter into this Agreement; and
(2) If You are an individual, You are over the age of eighteen; and
(3) You shall cooperate with all of the instructions, rules, and procedures that apply to Your Fusus Account;
(4) You have provided and will continue to provide true, accurate, current, and complete Accountregistration
information; and
(5) You will respect and abide by all of Your obligations under this Agreement, and You will performYour obligations
under this Agreement diligently; and
(6) If You are an entity Subscriber, You will monitor and closely supervise all of the persons under Your
employment, including all officers, directors, employees, contractors, agents, and legal representatives who
access the Software and the Content through Your subscription to ensure their compliance with theseTerms,
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and You understand, acknowledge, and agree that You are entirely responsible for such complianceby all
persons subject to Your control and/or supervision; and
(7) You will comply with all laws and regulations applicable to this Agreement and to the Softwareand Content,
include all laws regarding personal rights of privacy and publicity.
B. Expressed Warranty.
Products manufactured by Fusus are warranted to be free from defects in material and workmanship under normal
use and service. This warranty is applicable to any of Fusus's products provided as part of the Software as a Service
agreement with Subscriber, or purchased by Subscriber for use with their subscription, that Subscriber returns to
Fusus during the period of the initial term of the agreement.
(1) Real -Time Crime Center in the Cloud Subscribers (RTC3): All equipment issued as part of a RTC3 project,
including fususCORET"" appliances and peripherals, are warranted for the duration of the initial agreement and
will be repaired or replaced at Fusus's cost with an appropriate Request to Merchant (RMA) authorization.
(2) Security Operations Center in the Cloud Subscribers (SOC2): All equipment issued as part of a SOC2 project,
including fususCORETM appliances and peripherals, are warranted for one (1) year from the original date of
shipment to Subscriber or its authorized reseller. Extended annual warranty periods purchased by Subscriber
for coverage after the first year must be purchased prior to the original shipment of hardware to be
considered valid. All warrantied hardware will be repaired or replaced at Fusus's cost with an appropriate
Request to Merchant (RMA) authorization.
Fusus's obligations, with respect to such applicable warranty returns, are limited to repair, replacement, or refund
of the purchase price actually paid for the product, at Fusus's sole option. Fusus shall bear round-trip shipment
costs of defective items found to be covered by this warranty. Defective products or parts thereof may be replaced
with either new, factory refurbished, or remanufactured parts. Defective parts, which have been replaced, shall
become Fusus property. This warranty does not extend to any product sold by Fusus which has been subjected to
misuse, neglect, accident, improper installation by a non -authorized 3rd party, or a use for purposes not included or
not in accordance with installation procedures and instructions furnished by Fusus, or which has been repaired or
altered by persons other than Fusus or which has been damaged by secondary causes, including but not limited to,
improper voltages, adverse environment conditions, improper handling, or products which have had their serial
number or any part thereof altered, defaced, or removed.
6. GENERAL PROVISIONS.
A. Severability and Interpretation.
If any provision of this Agreement, is for any reason deemed invalid, unlawful, void, or unenforceable by a court of
competent jurisdiction, then that provision will be deemed severable from this Agreement, and theinvalidity of the
provision will not affect the validity or enforceability of the remainder of this Agreement which will remain in full
force and effect.
B. Communications.
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Whenever You communicate with Fusus electronically, such as via e-mail, You consent to receive communications
from Fusus electronically. Please note that, except as set forth in the provisions of thisAgreement regarding the
DMCA, Fusus is obligated to respond to inquiries that it receives.
C. Assignment.
Fusus may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without
any notice. This Agreement may not be assigned by You, and You may not delegate Your duties underthese Terms,
without the prior written consent of an officer of Fusus.
D. No Waiver.
Except as expressly set forth in this Agreement, no failure or delay by You or Fusus in exercising any rights or
remedies under this Agreement will operate as a waiver of that or any other right or remedy.
E. No Partnership or Joint Venture.
Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a
partnership, joint venture, franchise or agency relationship between You and Fusus.
F. Complete Agreement.
This Agreement contains Your entire understanding with Fusus with respect to the subject matter and supersedes
any and all prior oral or written proposals or understanding.
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