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DogTeamPro; 2022-04-12;
Attachment A The terms and conditions on this attachment supersede/control the terms and conditions on the DogTeamPro Website. DOGTEAMPRO TERMS OF USE DogTeamPro, LLC (referred to as “DogTeamPro”, “us” or “we”) provides the dogteampro.com and various related services (together referred to as this “Site”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Agreement”), as well as any other written agreement between DogTeamPro and the Customer (referred to as “Customer” or “you”). DogTeamPro will provide Customer with access to and use of certain cloud-based software-as-a-service offering(s) for electronic content and relational database management of a Customer’s proprietary or public documents, data, policies, procedures and/or materials utilizing DogTeamPro’s software application (“Software”). The Services will be deemed to include updated versions of same that are made available to Customer as part of maintenance and support services. 1. Definitions. “Administrator(s)” means the User(s) designated by Customer who are responsible for administering the Service and who are issued an Administrator login by DogTeamPro. “Affiliates” means any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a party to this Agreement, by way of majority voting equity ownership. “Agreement” means these terms and conditions, together with any and all Order Forms referencing these terms and conditions, the Schedules attached hereto and any other statements of work or exhibits. “Content” means any information, data, materials, templates, examples, forms, text, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by Users. “Customer” means the customer entity that has executed an Order Form with DogTeamPro. “Customer Data” means all electronic data or information submitted by Customer or its Affiliates to and stored by the Software, Services or Site. “Fees” means all amounts, charges, costs, or fees charged by DogTeamPro to Customer for the Services and/or access to the Software or Site. “Initial Term” means the initial subscription term specified in the applicable Order Form, excluding any renewals terms. “Intellectual Property Rights” means all copyrights, trademarks, service marks, patents or other proprietary rights and laws relating to the protection of intellectual property. “Order Form” means an DogTeamPro order form, quotation, or proposal for initial purchase, add-on purchase, or renewal in the name of and executed by Customer and accepted by DogTeamPro that specifies DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 the Services and professional services to be provided by DogTeamPro subject to the terms of this Agreement. The Order Form will be: (a) used by Customer to order such Services; (b) executed by the Customer and DogTeamPro; and (c) subject to this Agreement. The Order Form together with this Agreement forms a binding contract between Customer and DogTeamPro. “Site” means the access controlled, server-based site made available to Customer and Customer’s Users of the Software and Services located on the Internet at http://app.DogTeamPro.com. “Term” means the Initial Term specified in the applicable Order Form and any renewal terms. “Third Party Applications” means online, Web-based applications or services, and offline software products that are provided by third parties and may operate in conjunction with the Services. “Users” means individuals who are authorized by Customer to use the Services, for whom subscriptions to a Services have been purchased on an Order Form, and who have been supplied user identifications and passwords by Customer. 2. General Terms of Access to the Services (a) License. Subject to the terms of this Agreement and payment of the applicable Fees, DogTeamPro grants to Customer during the Term a non-exclusive, non-transferable license to permit Users to use the Services in accordance with the use parameters, pricing, and payment terms described in this Agreement and the applicable Order Form solely for Customer’s own internal business purposes. The provision of the Services and license hereunder is not contingent upon the delivery of any future features or functionality of the Software, nor dependent on any verbal or written promises made by DogTeamPro regarding future features, use or functionality of the Software. (b) Customer Must Have Internet Access. DSL, cable, or another high-speed Internet connection is required for proper transmission of the Services. Customer is responsible for procuring and maintaining the network connections and all software and equipment that may be necessary to connect the Customer network to the Services, including, but not limited to, “browser” software that supports protocols utilized by the Services. DogTeamPro assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by DogTeamPro. (c) Accuracy of Customer’s Contact Information. Customer shall provide DogTeamPro with accurate, current, and complete information on Customer’s legal business name, address, email address, and phone number, and throughout the Term maintain and promptly update this information if it should change. (d) Users, Passwords, Access, and Notification. Customer, through its Administrator, shall authorize access to and assign unique passwords and user names up to the number of Users purchased by Customer on the Order Form. User logins are for designated Users and cannot be shared or used by more than one User. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify DogTeamPro of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any User’s usernames or passwords. Customer is responsible for maintaining the security and confidentiality of all User’s username and passwords. (e) Use of the Services. Customer is responsible for all activities conducted by its Users and for its Users’ compliance with this Agreement, including the content of all Customer Data. Customer shall be solely responsible for the following obligations: DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 (i) Customer and its Users shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Software, Services, or Site, including without limitation those related to privacy, electronic communications, and anti-spam legislation. (ii) Customer shall not transmit or store infringing material in the Software, Services or Site. (iii) Except as permitted by this Agreement, no part of the Software, Services or Site may be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means. Customer and Users shall not “frame” or “mirror” the Software, Services or Site or create Internet links to the Services that include log-in information, user names, passwords, and/or secure cookies. (iv) Customer shall not sublicense, resell, or supply the Software, Services or Site for use in or for the benefit of any other organization, entity, business, enterprise or third party without DogTeamPro’s advance written consent. Customer shall not share Software-specific license codes, usernames, or passwords with any third-parties. Use, resale, or exploitation of the Software, Services or Site except as expressly permitted hereunder is prohibited. (v) Customer’s use of the Site is subject to all applicable laws and regulations, and Customer is solely responsible for the contents of its communications through the Site. By posting information in or otherwise using any communications service or interactive service that may be available on or through the Site, Customer agrees that it shall not upload, share, post, or otherwise distribute or facilitate distribution of any content (“Prohibited Content”) — including text, communications, software, images, sounds, data, or other information — that: (A) is unlawful, threatening, abusive, harassing, defamatory, fraudulent, invasive of another’s privacy, sexually explicit, discriminatory, or otherwise violates our rules or policies; (B) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (C) contains software viruses or any other computer code, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (D) impersonates any person or entity, including any of our employees or representatives; or (E) is protected by the Health Insurance Portability Accountability Act (“HIPAA”). (vi) Customer shall not use its account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 to Customer or other Users. Customer shall not interfere with anyone else’s use of the Site or Services. Users who violate systems or network security may incur criminal or civil liability. (vii) Customer shall not take any actions that could or would reverse engineer, decompile, disassemble, or duplicate the Software, Services, or Site, or any other DogTeamPro technology. Customer and Users shall not attempt to derive any of the of Software’s source code. Customer shall not use its access granted hereunder to (A) build a competitive product or service; (B) make or have made a product or service using similar ideas, features, functions, or concepts as the Software, Services, or Site; or (C) make derivative works based upon the Software, Services, or Site; or (D) copy any ideas, features, functions, or concepts as the Software, Services, or Site. (f) DogTeamPro’s Rights and Obligations. (i) DogTeamPro shall use commercially reasonable efforts to make the Software, Services and/or Site available to Customer twenty-four (24) hours per day, seven (7) days per week, subject to the following exceptions: (A) Any planned downtime for which DogTeamPro gives four (4) hours or more notice. (B) Any unavailability caused by circumstances beyond DogTeamPro’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving DogTeamPro employees, hosting facility employees, or security company employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within DogTeamPro’s possession or reasonable control, and network intrusions or denial of service attacks, which, in any such case, could not have been prevented through reasonable precaution (“Force Majeure”). (ii) Customer and Users understand and agree that temporary interruptions of the Software, Services, or Site may occur as normal events, and further understand and agree that DogTeamPro may have no control over third party networks Customers or Users may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond DogTeamPro’s control. Any interruptions or downtime of less than one (1) hour will not be considered a violation of this Agreement. (iii) Customer and Users understand and agree that DogTeamPro assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Customer or User communications or personalization settings. DogTeamPro neither endorses nor assumes any liability for the contents of any material uploaded or submitted by Users. We generally do not pre- screen, monitor, or edit the content posted by Users. (iv) DogTeamPro reserves the sole right to either modify the Software, Services, or Site, including any features therein, at any time with or without notice to Customers or Users. DogTeamPro shall not be liable to Customers, Users or any third party should it exercise such right. Subject to the other terms of this Agreement, modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 limitations on allowable file sizes. Any new features that augment or enhance the then-current Software, Services or Site will also be subject to this Agreement. (g) Security. DogTeamPro shall maintain commercially reasonable administrative, physical, and technical safeguards for the protection, confidentiality, and integrity of Customer Data. DogTeamPro uses US based Microsoft Azure government data centers with high availability servers and their automatic daily backup systems to protect all data contained in the Software and Site. If the Software, Services, or Site is impacted by any failure or incident involving data loss, DogTeamPro shall take all commercially reasonable actions to restore the data. NOTWITHSTANDING THE FOREGOING, DogTeamPro MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING RECOVERY FROM DATA LOSS. Customer and Users acknowledge and agree that they are solely responsible for conducting regular backup of the information and data exchanged through the Software or Site. This Site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although DogTeamPro takes reasonable precautions to preserve and protect the material you upload to the Site, you should not rely on the Site as your only storage facility. Customers and Users should preserve backup copies of any digital data, information or other materials that you have uploaded or downloaded from the Site. You agree not to hold us responsible for any damage to, any deletion of, or any failure to store your files, data or information exchanged through the Site. (h) Suspension for Ongoing Harm. If Customer or Users breach this Section 2, or any other term of this Agreement, Customer agrees that DogTeamPro may (i) terminate this Agreement pursuant to Section 8; or (ii) with timely telephonic or electronic notice to Customer, suspend access to the Services if DogTeamPro reasonably concludes that the Services (A) are being used to engage in denial of service attacks or illegal activity; or (B) are causing immediate, material, and/or ongoing harm to DogTeamPro or others. If DogTeamPro suspends Customer’s access to the Services, DogTeamPro shall use commercially reasonable efforts to limit the suspension to the offending portion of the Services and resolve the issues causing the suspension of Services. Customer further agrees that DogTeamPro shall not be liable to Customer nor to any third party for any suspension of the Services under such circumstances as described in this Section. Customer and Users acknowledge that DogTeamPro will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. 3. Confidentiality. (a) Confidential Information. The Customer (the ‘Receiving Party’) and DogTeamPro the “Disclosing Party”), shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). For purposes of this Agreement, “Confidential Information” shall include Customer Data, each party’s proprietary technology, business processes and technical product information, designs, and issues. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party; (iv) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (vi) is aggregate data regarding use of DogTeamPro’s products and services that does not contain any personally identifiable or Customer-specific information. DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 (b) Non-Disclosure Obligations. Each party agrees: (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by the Disclosing Party; (iii) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information); and (iv) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation. 4. Intellectual Property. (a) Limited License to Use Customer Data. Customer hereby grants to DOGTEAMpro a non-exclusive, non-transferable, limited, royalty-free license, without right to sub-license (except to its sub-processors, as required for the provision of the Services), to aggregate, compile, transmit, and otherwise use the Customer Data, as necessary to perform the Services, to create Statistical Data and Anonymized Data for the purposes described in 4(c) below and as otherwise may be agreed in writing by Customer. (b) Responsibility for Customer Data. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and content permissions for all Customer Data. All Customer Data available through the Site by Customer and Users has been created, designed, or provided solely by Customer or third-parties without the participation or involvement of DogTeamPro. DogTeamPro assumes no responsibility and makes no representations, warranties, or guarantees as to the Customer Data or any other content available on the Site as to accuracy, relevance, propriety, legality, or usefulness to the Customer, Users or any third-parties. (c) Statistical Data and Anonymized Data. DOGTEAMpro tracks and collects certain information about how Users use the Services and uses the information collected to obtain general statistics regarding the use of the Services and to evaluate how Users use and navigate the Services (Statistical Data). DOGTEAMpro may use Statistical Data for DOGTEAMpro’s internal analytical purposes, including the improvement and enhancement of the Services and DOGTEAMpro’s other offerings. At times, DOGTEAMpro may review the Statistical Data of multiple customers and may combine, in a non- personally-identifiable format, the Statistical Data with Statistical Data derived from other customers and users to create aggregate, anonymized data regarding usage history and statistics (Anonymized Data). Anonymized Data will not contain information that identifies or could be used to identify Customer or its Users. Customer agrees that Anonymized Data is not Confidential Information of Customer. DOGTEAMpro may use Anonymized Data to create reports that it may use and disclose for DOGTEAMpro’s commercial or other purposes. (d) Samples or Forms. The Software, Services, or Site may include sample or form agreements, policies, procedures, checklists, memoranda, letters, or other documents, including financially or legally significant documents such as contracts and other items (“Forms”). These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting, or other professional advice. Under no circumstances will DogTeamPro or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 Site, including your use of any of the Forms. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms, or other Content available on or through Site. In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this Site. (e) DogTeamPro Intellectual Property. Customer agrees that all rights, title, and interest in and to all intellectual property in the Services and documentation (including all updates, enhancements, and derivative works thereof and thereto) are owned exclusively by DogTeamPro or its licensors. Except as provided in this Agreement, the time-limited access license, in the nature of a subscription, granted to Customer does not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. In addition, DogTeamPro shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Users, relating to the operation of the Services. Any rights not expressly granted herein are reserved by DogTeamPro. DogTeamPro service marks and trademarks, logos, and product and service names are marks of DogTeamPro (the “DogTeamPro Marks”). Customer agrees not to display or use the DogTeamPro Marks in any manner without DogTeamPro’s express prior written permission. The trademarks, logos, and service marks of Third Party Application providers (“Marks”) are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party who may own the Mark. By accepting this Agreement, you acknowledge and agree that all Content presented to you on this Site is protected by Intellectual Property Rights, and is the sole property of DogTeamPro and/or its Affiliates. You are only permitted to use the Content as expressly authorized by DogTeamPro. Except as otherwise permitted expressly herein, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from DogTeamPro, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither DogTeamPro nor its Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. In compliance with the Digital Millennium Copyright Act, Users and other persons can report an infringement of intellectual property rights to support@DogTeamPro.com. 5. Charges and Payment of Fees. (a) Fees and Charges. Customer shall pay all Fees in accordance with the Order Form which outlines Fees and billing terms that are in effect at the time a fee or charge is due and payable. Customer may be required to provide DogTeamPro with valid credit card, EFT or approved purchase order information as a condition to signing up for the Services. DogTeamPro reserves the right to modify its Fees and charges and to introduce new charges prior to the next term year, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail, and agreement shall be constituted by payment of invoice by the City of Carlsbad. If Customer elects to add additional products, services, features, functionalities, or service levels, DogTeamPro may increase the Fees or amounts due from Customer, subject to the agreement of both parties (b) Billing. DogTeamPro charges and collects in advance for use of the Services, which are provided on an annual basis. DogTeamPro will invoice you on a yearly basis (or as otherwise specified in the Order Form). All payments shall be made to DogTeamPro in U.S. dollars within thirty (30) days of the DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 date of invoice. If Customer elects to pay DogTeamPro by credit card, Customer shall provide DogTeamPro with complete and accurate credit or debit card, EFT information, billing and contact information and shall maintain and update such information as needed. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. (c) Renewal. Fees for any renewals will not exceed more than one hundred and ten percent (110%) to the Fees for Services in effect during the prior Term, which shall be effective upon renewal and thereafter. Fees for services other than the Services will be charged on an as-quoted basis. (d) Taxes. The Fees payable by Customer hereunder are net amounts to be received by DogTeamPro, exclusive of all sales, use, withholding, excise, value added, and ad valorem taxes incurred by Customer or imposed on DogTeamPro (other than taxes based on DogTeamPro’s income) in the performance of this Agreement or otherwise due because this Agreement. Customer shall pay any and all such taxes and duties, customs fees and similar charges, whether directly to the appropriate taxing authority or by reimbursing DogTeamPro for payments it made on Customer’s behalf. If DogTeamPro has a legal obligation to pay or collect taxes for which you are responsible, DogTeamPro shall invoice Customer for such amounts and Customer shall pay DogTeamPro for the taxes unless Customer provides DogTeamPro with a valid tax exemption certificate issued by the appropriate taxing authority. (e) Failure to Pay; Suspension. DogTeamPro reserves the right to either terminate this Agreement and/or suspend Customer’s and any Users’ access to and/or use of the Software, Services or Site for any accounts for which any payment is due but unpaid but only after DogTeamPro has provided Customer at least two (2) delinquency notices and at least thirty (30) days have passed since the transmission of the first notice. Customer agrees that DogTeamPro shall not be liable to Customer or to any Users or other third party for any suspension of the Services pursuant to this Section. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer shall continue to be charged for all Fees during any period of suspension. DogTeamPro may impose a reconnection fee in the event Customer’s account or access is suspended and thereafter Customer requests access to the Software, Services or Site. 6. Warranties. (a) Warranty of Functionality. DogTeamPro warrants that the Services will conform to the Order Form applicable to the Services purchased by Customer. DogTeamPro also warrants that the Software, Services and Site will be free of viruses, Trojan horses, worms, spyware, or other such malicious code (“Malicious Code”), except for (i) any Malicious Code contained in Customer-uploaded attachments or otherwise originating from Customer or its Users, and (ii) any Malicious Code contained in any Third- Party Applications. (b) DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, SERVICES, AND ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DOGTEAMPRO MAKES NO WARRANTY THAT: (i) THE SOFTWARE, SERVICES, AND SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SOFTWARE, SERVICES, AND SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, SERVICES, AND SITE WILL BE DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 EFFECTIVE, ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SOFTWARE, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM DogTeamPro OR ITS AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS; (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE SOFTWARE, SERVICES, SITE OR THE SERVER(S) THAT MAKE THE SOFTWARE, SERVICES, OR SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE, SERVICES OR SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. DOGTEAMPRO MAY MAKE CHANGES TO SERVICES OR SOFTWARE AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN. THE SOFTWARE OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND DOGTEAMPRO MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES, UNLESS THE VERSION OF SOFTWARE CONTAINS A SECURITY ISSUE. THE SOFTWARE, SERVICES OR SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DOGTEAMPRO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TO THE BEST OF DOGTEAMPRO’S KNOWLEDGE, THIS SITE IS SAFE. THE USE OF THE SOFTWARE OR SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES. (c) Warranty Breach. Customer’s sole and exclusive remedy for DogTeamPro’s breach of an express warranty relating to the functionality of the Software, Services, or Site shall be that DogTeamPro shall be required to use commercially reasonable efforts to modify the Software, Services, or Site to achieve in all material respects the functionality described in the Order Form and, if DogTeamPro is unable to restore such functionality, Customer shall be entitled to terminate the Agreement and receive a prorated refund of any prepaid Fees for the remaining terminated portion of the Term. DogTeamPro shall have no obligation with respect to such a warranty claim unless notified of such claim within thirty (30) days of the first instance of any material functionality problem. 7. Limitation of Liability. CUSTOMER AGREES THAT THE CONSIDERATION DogTeamPro IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY DogTeamPro OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW). EXCEPT WITH REGARD TO (a) AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT; or (b) THE INDEMNIFICATION OBLIGATIONS IN SECTION 11 THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, INCLUDING THE USE OF THE SOFTWARE, SERVICES, OR SITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE PURPOSE OF THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT. THE FOREGOING LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED FOR THE SERVICES TO CUSTOMER. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 8. Termination With or Without Cause, Expiration. (a) Term. This Agreement will remain in effect for the Initial Term. The agreement may be extended by mutual agreement via City’s payment of the yearly invoice. (b) Termination. Otherwise, this Agreement will be valid as of the effective date of the Order Form will continue unless terminated as follows: (i) DogTeamPro may, in its sole discretion, terminate this Agreement if Customer does not pay any amounts owed to DogTeamPro, including without limitation, all Fees, subject to Section 5(e) of this Agreement. (ii) DogTeamPro, in its sole discretion, may terminate or suspend Customer or Users access to all or part of the Software, Services or Site, after reasonable notice and chance to cure any suspected fraudulent, abusive or illegal activity, which may be referred to appropriate law enforcement authorities. (iii) Customer may terminate this Agreement at any time, in whole or in part, for any reason, provided that Customer shall pay any Fees accrued prior to the date of termination. (iv) by either party upon the giving of written notice in the event that the other party fails to discharge any nonmonetary obligations or remedy any nonmonetary default under this Agreement for a period continuing more than thirty (30) days after the non-breaching party shall have given the other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the non-breaching party gives such notice so terminating this Agreement; or DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 (v) by either party upon the giving of written notice in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium. (c) Termination Policies. Subject to the requirements of Section 8(b) above, the following policies apply to any termination or expiration of this Agreement: (i) Upon termination or expiration of this Agreement for any reason, DogTeamPro shall be entitled to all of the Fees due under this Agreement for the entire Term. All Fees paid to DogTeamPro in advance are non-refundable in all circumstances. (ii) Upon termination or expiration of this Agreement for any reason, Customer shall have no rights to continue use of the Services. (iii) Upon termination or expiration of this Agreement, unless this Agreement is terminated as a result of Customer’s material breach, upon written request, DogTeamPro shall make available to Customer a copy of the Customer Data within thirty (30) days of termination. Customer and Users agree and acknowledge that after thirty (30) days following a termination or expiration of this Agreement, DogTeamPro has no obligation to retain the Customer Data or any Content related to Customer or Users and may delete or destroy such Customer Data or Content in its sole and absolute discretion in accordance with industry standards. (iv) Upon termination of this Agreement caused by Customer’s or Users’ material breach of this Agreement, Customer and Users acknowledge and agree that DogTeamPro may, after reasonable notice and chance to cure, deactivate or delete Customer’s or Users’ account and all related information and files in that account and/or bar any further access to such files, Customer Data or this Site. (v) Customer further agrees that DogTeamPro shall not be liable to Customer nor to any third party for deletion or destruction of Customer Data, provided that DogTeamPro is in compliance with the terms of this Section. 9. Implementation. Implementation and training services ordered by Customer as set forth in the applicable Order Form shall be performed in accordance with DogTeamPro’s customary practices for the level of services purchased. DogTeamPro does not provide dedicated project management for Customer during implementation unless separately purchased. Implementation is performed remotely unless otherwise specified. DogTeamPro is not responsible, and shall not be liable, for Customer’s configuration decisions or the Services’ ability to allow Customer to comply with all laws and regulations in Customer’s unique circumstances, nor for any delays in implementation caused by Customer, including but not limited to, Customer delays in providing clean and validated data, if needed, or Customer delays in making necessary business decisions with respect to the configuration of the Services. 10. Third Party Websites, Products, and Services. DogTeamPro or third party providers may offer Third Party Applications and related services to Customer or Users hereunder. Customer and Users acknowledge and understand that the use of such Third Party Applications or services shall be subject to separate terms and conditions as set forth on an Order Form or as otherwise provided to Customer. Except as expressly set forth in the Order Form, DogTeamPro does not warrant any such Third Party Applications or services. If Customer installs or enables Third Party Applications or services for use with the Software, Services, or Site Customer agrees that DogTeamPro may allow such third party providers to access DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 Customer Data as required for the interoperation of such Third Party Applications with the Services, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. Finally, the continuing availability of the Third Party Application is subject to the continued effectiveness and terms of the contract between DogTeamPro and the third party provider. 11. No Indemnification. 12. Representations and Warranties. (a) Each party represents and warrants, individually, that (i) it has the legal power and authority to enter into this Agreement; and (ii) entering into this Agreement does not conflict with or result in any breach or violation of any of the terms and provisions of any agreement, judgment, order, statute or other instrument or restriction of any kind binding that party. (b) Customer and Users represent and warrant that (i) they have not falsely identified themselves nor provided any false information to gain access to the Software, Services or Site; (ii) that all billing information provided to DogTeamPro is correct. 13. General Provisions. (a) Notices. Notices between the parties will be by personal delivery, overnight delivery, or certified or registered mail, return receipt requested, and will be deemed given upon receipt at the address of the recipient party or five (5) days after deposit in the mail, or via email with confirmation of receipt. Addresses used will be the ones set forth above or such other address as a party hereto will notify the other in writing. (b) Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision. (c) Headings; Merger; Entire Understanding; Waiver; and Severability. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This document and any exhibit attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. The parties agree that in the event Customer utilizes a purchase order, any term therein that purports to modify or supplement the terms of this Agreement will be void with no force or effect. No amendments, change, or modification of this Agreement shall be valid unless in writing signed by the parties. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. No waiver by either party of any default will be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. (d) No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it. DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 (e) Assignment. Customer shall not assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorized representative of DogTeamPro. Any assignment in violation of this Agreement will be void and of no force and effect. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns. (f) Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent, or employee of the other. This Agreement sets forth the Parties’ entire liability and exclusive remedies relating to this Agreement and the Services provided to Customer under this Agreement. (g) Publicity. With Customer’s prior written consent, Customer agrees that DogTeamPro may reference Customer’s execution of this Agreement and its status as a user of the Site or Services on DogTeamPro’s website, in marketing materials and in sales presentations. DogTeamPro may use Customer’s trade names and trademarks in connection with such usage. (h) Force Majeure. Neither party will be liable to the other for any Force Majeure, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible. (i) Counterparts and Electronic Signatures. If this Agreement is manually signed by the parties, (i) it may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement; and (ii) a signature transmitted via facsimile, scanned original, or third party e-signature system will be deemed an enforceable signature for the purpose of demonstrating the signing party’s assent to the Agreement. (j) Applicable Terms. If DogTeamPro wishes to amend modify, alter, revoke, or otherwise changes any material terms of this Agreement (“Amendment”), DogTeamPro shall notify Customer The Amendment will be effective upon the renewal of the Agreement unless the Customer notifies DogTeamPro that it does not accept the Amendment within thirty (30) days after receiving notice of thereof. If Customer notifies DogTeamPro as required, Customer will remain governed by the Agreement terms in effect immediately prior to the Amendment. The Customer may not modify this Agreement unless approved in writing by a duly authorized representative of DogTeamPro. (k) Governing Law. Any claims or disputes asserted against DogTeamPro will be governed by and construed in accordance with the laws of the State of Indiana without regard to its rules regarding conflict of laws and will be subject to the exclusive jurisdiction of the federal or state courts of Hamilton County, Indiana, and the parties hereby consent to personal jurisdiction and venue in such courts and waive any and all objections thereto or to the convenience of any such forum. Any claims or disputes asserted against Customer will be governed by and construed in accordance with the laws of the state in which Customer is located, without regard to its rules regarding conflict of laws and will be subject to the exclusive jurisdiction of the federal or state courts of the state in which the Customer is located, and the parties hereby consent to personal jurisdiction and venue in such courts and waive any and all objections thereto or to the convenience of any such forum. (l) International Use. Although this Software or Site may be accessible worldwide, DogTeamPro makes no representation the Services, Software or Site are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Software or Site from other locations do so on their own DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 initiative and are solely responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services, Software or Site is void where prohibited. (m) Survival. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration. The provisions entitled “Confidentiality,” “Intellectual Property,” “Warranties,” Limitation of Liability,” “Indemnification” and “General Provisions” will survive the termination of this Agreement in accordance with their terms. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 14. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) IT Director (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Assistant City Attorney DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 Matthew Molter Founder for 4/12/2022 QUOTE Carlsbad Police Department Attention: Lt. Gary Marshall 2560 Orion Way CARLSBAD CA 92010 USA DateMar 3, 2022 Expiry Apr 3, 2022 Quote NumberQU-0094 DogTeamPRO 12175 Visionary Way #104 FISHERS IN 46038 1-855-575-4998 Description Quantity Unit Price Tax Amount USD DogTeamPro annual subscription 4.00 300.00 Tax Exempt 1,200.00 Setup & Onboarding Fee 1.00 500.00 Tax Exempt 500.00 Subtotal 1,700.00 TOTAL USD 1,700.00 Terms The terms and conditions of Attachment A supersede/control the terms and conditions on the DogTeamPro Website. Registered Office: 12175 Visionary Way #104, Fishers, IN, 46038. DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC OTHER 10SBMAR6KCJ 03/28/2022 03/28/2023 EACH OCCURRENCE $1,000,000.00 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000.00 MED EXP (Any one person) $10,000.00 PERSONAL & ADV INJURY $1,000,000.00 GENERAL AGGREGATE $2,000,000.00 PRODUCTS - COMP/OP AGG $2,000,000.00 AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE Each occurence Aggregate B WORKERS COMPENSATION AND EMPLOYERS` LIABILITY ANYP ROPRIETOR/PARTNER/EXECUTIV OFFICER/MEMBER EXCLUDED? Y/N N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 10WECAR6LPV 03/28/2022 03/28/2023 PER STATUTE OTHER E.L. EACH ACCIDEN $1,000,000.00 E.L. DISEASE - EA EMPLOYEE $1,000,000.00 E.L. DISEASE - POLICY LIMIT $1,000,000.00 C Cyber Liability,Errors & Omissions C-4LRY-071804-CYBER-2022 03/28/2022 03/28/2023 $ 1,000,000 per occ $1,000,000 in agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad is included as an Additional Insured on the above referenced policy where required by written contract. CERTIFICATE HOLDER CANCELLATION COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: Hartford Fire Insurance CoINSURER B : 19682 North American Capacity Ins CoINSURER C : 25038 INSURER D : INSURER E : INSURER F : INSURED DogTeamPro 12175 Visionary Way Fishers, Indiana, 46038 CONTACT NAME: 646-854-1058PHONE (A/C No. Ext): FAX (A/C No): E-MAIL ADDRESS: coi@foundershield.com INSURER(S) AFFORDING COVERAGE NAIC # Hartford Underwriters Ins Co (Hartford)INSURER A : 30104 PRODUCER Millennial Specialty Insurance LLC dba Founder Shield 122 W 26th Street, 2nd Floor New York, New York, 10001 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/29/2022 DocuSign Envelope ID: 712578B5-76DE-422D-9547-765D29274D30