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HomeMy WebLinkAboutLeads Online 110711 Twin Falls ID Police Department Agency Agreement_C217116 DQc-05-OB OZ :OOP P. 03 leadsonfine.,com 166dOH.DALIAS PAS KWAY,5UITE 600 DAtLA5,TEXAS 712AM 1,072-361.09W .972.361,oPo1 ►+OW,311.2656 AGENCY AGREEMENT This LeadsOnline, Inc. AGENCY AGREEMENT ("Agreement"), dated, December 1, 2008, is mode between Twin Falls, ID Police Departnwnt("Principal") and LeadsOnline LLC ("Provider"], Provider operates and maintains of its web site a confidential database accessible electronically exclusively by low Enforcement Agencies for the sole purpose of identifying merchandise and/or persons suspected in crimes against property or In crimes against persons in which property is involved. Principal desires to utilize the electronic database at Provider's web silo. Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows_ I. DIPINITIOHs 1.1 "Authorized Officials"means duly authorized low anforcement personnel of Principal. 1.2 "Data" includes the ticket number, item number, make,model, property description and serial number of merchandise sold to a Participant or used as loan collateral by a Participant, as well as the name and address of any customers) involved in the aforementioned transactions as required by low in Participant's jurisdiction_ 1.3 "Low Enforcement Agency" means any municipal, county, state or federal government staffed and operated agency whose primary purpose is criminal investigation and/or low enforcement, as contemplated by the Gramm•leoch-Bliley Act of 1999 (15 U.S.C. § 6801, et seq., and 15 U.S.C. § 6B21, et seq.) (the "GLBA"). "Law Enforcement Agencies"means two or more of such agencies. 1.4 "participant" means any person or entity that purchases preowned personal property and/or uses personal property as loan collateral and furnishes Dvto relative therein to Provider for inclusion at Provider's web site. 11. �Cf�EKi 2.1 Subject to the terms of this Agreement, Principal hereby appoints Provider us its agent, as such term is utilized in the GLBA, for the sole purpose of collecting, maintaining and disseminating Data From Partiripanfs. This agency appointment is effective as of the registration date of Principal's initial user. `nor 1 8 'J+:;111 1r1U.'L+•:i{�i;�,rlir�.'.:Lf- A��rr,�li",i ,•i✓r:l AA 1):,�;-'O 10) DQc-05-08 02 :01P P. 04 . , 15660 H.DAt.tAS PAMWAY,SUITF 800 DAUAS•TFXAS 75245 1 972-361-09M /772-361-090t Tr 800.31 t.1654 III. 3.1 Principal agrees that Principal's use of the Data displayed at Provider's web site will be for the sole purpose of identifying merchandisa and/or persons suspected in crimes against property or in crimes against persons in which property is involved. 3.3 Principal agrees not to divulge Data or information obtained through Principal's access to Provider's web site to anyone other than Authorized Officials and persons with Principal's agency entitled to receive the Data or information pursuant to statute, rule or regulation, including specifically the GIBA. Principal agrees not to access information from outside of Principal's jurisdiction from Provider's web site for purposes of gathering information for any third party, including private parties and other low enforcement agencies- 3,3 Principal agrees that passwords provided by Provider to Principal enabling Principal to utilize Provider's web site will be made known only to Authorized Officials of Principal and that only those Authorized Officials will be permitted to use the passwords or otherwise access the electronic database at Provider's web site. Principal's failure to strictly adhere to the terms of this Paragraph will result in the immediate term!notion of Principal's access to Provider's wel3sile. 3.4 Principal agrees not to use the Data or information displayed at Provider's web site for any unlawful purpose, or in any manner, which may create liability for Provider or Participants. Principal agrees its use of the Data or information contained at Provider's web site will not be other than as permitted by law or the rights duty granted to Principal in carrying out Principal's official duties. 3.3 Principal agrees to act in accordance with laws and procedures within Porticipani's jurisdiction, and agrees to notify the designated law Enforcement Agency for Principal's jurisdiction prior to requesting additional information about Data, to place on item on hold status, or to confiscote an item found in a business outside of Principal's jurisdiction. 3.6 Principal agrees to submit accurate information, including but not limited to valid Principal case numbers for specific items and/or suspects as well as the identity of the Authorized Official, in conducting any search or use of Provider's web site. 3.7 Principal agrees it has no ownership rights to any password or user name shot may be utilized by Principal pursuant to this Agreement. For security purposes, Principal agrees to change its password(sl every 90 days. 3.8 Principal is responsible for insuring that Principal's hardware can connect to Provider's websile via the Internet, 3.9 Principal is responsible For insuring compliance among businesses in Principal's jurisdiction, Principal agrees to not discourage entities that purchase pre-owned personal property and/or use personal property as loan collateral from becoming Participants, and to not discourage Participants from furnishing Data to Provider. I'wlr•L„F 7001I)OW IcuJ,-)ii'onr,W .All rntlfii:r,?srn•,rrl. AA l 1-5 EM 1141/ 04ac-05-08 02 :01P P . 05 leadsonline.com 19660 N.DALLAS FARKWAV,5U1TE 600 DALLA$,1EUAS 752A9 r 972.361.0900 r 972.361,0901 tt 500.311.2656 IV. &WEUMPiTS AP4D RISMNSIPILITIE� 4.1 Provider agrees to operate and maintain an electronic database at its web site for the purpose of receiving and disseminating Data from Participants For the sole use of low Enforcement Agencies, 4.3 Provider agrees to provide database features in accordance with Attachment "A" attached to this Agreement, 4.3 Provider agrees to implement commercially reasonable aff+orts to maintain Principof's access to Provider's web site through Provider's server. However, from rime to time, maintenance will he required to be performed, as well as developments and modifications to Provider's web site and on Provider's server. Principal acknowledges that Provider has no responsibility for the service or operation of the Internet, and that Provider makes no representations in this regard. Internet service is subject to limitations caused by local landlines, atmospheric or technical conditions and may be temporarily unavailable, limited, interrupted or curtailed. 4.4 Provider agrees to facilitate Principal's access to the Data by passwords and user names selected by Principal [within reasonable parameters established by Provider), allowing Principal to search and retrieve Data For the sole purpose of identifying stolen merchandise and persons suspected of crimes involving property. 4.5 Provider agrees to provide Principal's designated department Head with a monthly report detailing the usage OF Provider's web site by Principal's Authorized Officials, which includes the number of searches by each Authorized Official, properly searched, names of suspects searched, along with Principal's case numbers associated with those searches. V. COMMONS FOR PIUMIPAVI ACCESS ifitip-Usig Of PROVIDER'S W18 SITE 5.1 By entering into this Agreement, Principal represents it is a low Enforcement Agency as that form is defined in Section 1• Principal's appointment of Provider as agent is made in order to obtain info►mollon of a financial institution in connection with the performance of the official duties of Principal, as is contemplated by the GLBA. 3.2 Provider may modify or upgrade any aspecl(s) of Provider's web site at any time without notice to Principal, 3.3 All Data is provided solely by Participants using Participant's proprietary operational software. Therefore, Provider cannot and does not represent or endorse the accuracy or reliability of the Data displayed through Provider's web site, nor the functionality of Participant's operational software. Principal acknowledges that any reliance by Principal or any Low Enforcement Agency upon any Data or other information displayed or distributed through Provider's web site sholl be at Principal's sole risk. Upon notice by Participants or Low Enforcement Agencies, Provider reserves the right, in its sole discretion, to correct any errors or emissions in the Data contained in any portion of Provider's web site, 5.4 Provider reserves the right at all Pima& to disclose any information as necessary to satisfy any law, regulation, or government request, or to edit, refuse to post or to remove any Data or information, in .-000�qp) L rod:(,),11i 1i•-11(. AI-•i,lld, ci.,I AXL1S.t)iN f 0/ Dec-05-08 O2: 01P P.O6 I360 N_DALI.AS PARKWAY,SUITE 600 DAUAS,TEXAS 73249 f 077.961.0400 1 972-361-WO1 is Soo.311.26Sd whole or in part, that in Provider's sole discretion is deemed to be in violation of locol, slate and/or Federal law. VI. 1M 6.1 The initial term of the contract will be twelve (12) months. 6.2 This Agreement will become effective as of the date first set forth above and remain in effect for one year or until cancellation or termination by Provider or Principal as described below, 6.3 This Agreement will be automatically renewed for successive additional one-year lerms unless Principal provides Provider written notice of cancellation of least (30) days prior to the expiration of the initial term or any renewal term thereafter. In the event of renewal, Principal agrees to poy Provider an annual subscription fee for the renewal period within 30 days of invoice. 6.4 Provider may terminate this Agreement for convenience by providing (30) days written notice. In the event of termination, Provider must recoil to Principal on o pro-rated basis that portion of the annual subscription Fee paid by Principal from the date Provider terminates this Agreement for convenience until the end of the applicable one-year term. Principal may terminate this Agreement for convenience by providing (301 days written notice, provided such termination shall not relieve Principal of its payment abligolions to Provider hereunder or entitle Principal to any refund of o prepaid annual subscription Fee. 6.5 Provider may immediately and without notice, terminate this Agreement for cause, at Provider's sole option, if Principal: (a) foils to pay any annual subscription fee owed to Provider under this Agreement; (b) Foils to perform in accordance with its responsibilities contained in Section lit of this AgreemaM (c) Fails to perform any other obligation required of Principal under this Agreement, or (d) violates any )aws, rules or regulations. If termination occurs, Provider shall be entitled to receive from Principal all amounts and charges owed under this Agreement, in addition to all other legal and equitable remedies then and there available under Texas low. 6.6 Provider's client support and training is available to Principal at no additional cost when performed by telephone or email. Principal may request Provider to travel to Principal's location for specialized training and support. These special services will be provided at agreed upon rates for time, materials, travel, lodging, and miscellaneous expenses. 6.7 Principal may immediately and without notice, terminate this Agreement, at Principal's sole option, if Provider: (a) faiis to perform in accordance with its responsibilities to Principal contained in Section IV of this Agreement; (b) foils to perform any other obligation required of Provider under this Agreement; or (cl violates any laws, rules or regulations. if termination occurs, as Principal's sole and exclusive remedy, Provider shall remit to Principal on o pro-rated basis that portion of the annual subscription fee paid by Principal From the dote Provider commits any breach described above unlit the end of the applicable one year term. VC Igo a,••l l; iok.J% 7iiii•v I I;. All i:rliir;rr:'-E•l%-u-d AA I IS IJ.'()1 f)/ Dec-05-08 02 :01F P ' 07 • . • 15660 N.DALLAS►AFKWAV,SUITE NO DALLAS,TEXAS 752AS 1972.261.0900 r P72.361.0901 tF 000,31 1.2656 V ll. 7.1 PROVIDER SPECIFICALLY DISCLAIMS ALL REPRMWATIONS, CONDITIONS, AND WARRANTIES., WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAOE OF TRADE, COURSE OF DEALING, OR OTHERWISE, 1NCLUDINO BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY DUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PROMER'S WEB SITE AND PROVIDER'S SERVICES TO BE ACCESSED, USED OR DELIVERED PURSUANT TO THIS AGREEMENT. PROVIDER'$ WEB SITE, INICLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH PROVIDER'S WEB SITE IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER DOES NOT WARRANT THAT THE IFUNCTION$ CONTAINED IN PROVIDER'S WEB SITE OR ANY DATA, MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROVIDER'S WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE 15 FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER SHALL NOT BE LIABLE IN ANY MANNER OR IN ANY RESPECT FOR THE USE OF PROVIDER'S WEB SITE BY PRINCIPAL, INCLUDING, WITHOUT LIMITATION, FOR THE ABSENCE OR PRESENCE OF DATA OR CONTENT OR ANY ERRORS CONTAINED THEREIN. VIII. INDEMwFICATtON 8.1 Provider shall not be liable for any claims, damages and attorney feas arising from the negligent or illegal acts of Principal's employees arising out of or related to Principal's vse of Provider's web site, Principal shall not be liable for any claims, damages and attorney fees arising from the negligent or illegal acts of Provider's employees arising out of or related to operation or use of Provider's website. If both Provider and Principal are liable for any claims, damages or attorney fees arising from the negligent or illegal acts of the employees of Provider and Principal under this Agreement, Provider and Principal shall be liable for the portion of the claims, damages and attorney fees that arise from the negligent or illegal octs of that party as determined by the court adjudicating the matter or os agreed in any settlement. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. IX. COtxY111410 f 9.1 Provider's web site is protected by copyright as a collective work and/or compi lotion, pursuont to U.S. copyright laws. The contents of Provider's web site are only for the purpose described herein. All materials contained on Provider's web site are protected by copyright, and are owned or controlled by Provider or the parry credited as the provider of the content. Principal will abide by any additional copyright notices, information, or restrictions contained in any content on Provider's web site. PLIl jr-.I III H Jilll!i:'i(}, f,;ti l.r 5„;-,,. I I:; All iyf!,y ll•.c„ •,I AA I.1 i,;g 107 Dec-05-08 02 : 02P P . 08 . • 13660 N.OALUS►AItKWAY,SUITT 800 D&M.TEXAS 732AB r 973.361.0900 ►972.361.0901 tr 800.311.2656 X. MW M�MOU rrt-. 10.1 Provider may assign or delegore all or part of Provider's rights or duties under this Agreement without notice so Principal. Principal may not make any assignment of this Agreement without Provider's prior written consent, which will not be unreasonably withheld. 10.2 11 any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not offect the volidity of the other provisions of this Agreement, unless Provider deems the unenforceable provision to be essential ro this Agreement, in which case Provider may terminate this Agreement, effective immediately upon notice to Principal_ 10.3 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such os natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slow-downs. 10.4 This Agreement shall be governed by and construed in accordance with the laws of the Store of Texas, without regord to conflicts of lows provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in on appropriate state or federal court located in the State oFTexas. 10.5 This Agreement constituted the entire agreement between the parties, and shall supersede ail prior agreements and understandings, if ony, between the parties respecting the subject matter hereof. PROVIDER PRINC PAL LeadsOnline)LLC Tw1n Fall's Police Department Br Print Name: David K. Finley Print Name: �>r OM-4,S Title: Presidenl&CEO Title: Dotei Date: Lz v foe Address: 13660 N. Dallas Plcwy., Suite 800 Address: 336 Third Ave. E Dallas, Texas 73248 Twin Falls, ID 913303 federal Tax I.D. 4 42-1720332 Federal Tax I.O. N 7{100.J00! cirt.(/ui.,r lW Ailnrllr'.rrr.rr .if AA I IS 0.{1 107 Dec-05--08 02 :02P P_09 13660 N.DAL LAS PARKWAY,SulTE$00 DAL LA5,TEKAs 75249 t 972.361.09W r 971361,MI tt'W0.311.2654 AGENCY AGREEMENT - Attachment 'A' TQTALTkACK Saw=PACKAGE INCLUM Y National Search Capability Transaction records From all Participants located in the Continental United States are available for investigative search. Y 3 Years of Searchable Data 36 months of transaction records are available for investigative search. Y NCIC Extract NCIC Extract Feature produces an electTonic report of merchandise from transactions by Participants within Principal's jurisdiction to be sent via Principal's internal processes to the National Crime Information Center (NCIC) for comparison to its database. 60 Saved Searches Soved Searches feature automatically runs searches continuously at the discretion of Authorized Officials. I- Up to 10 10's for Authorized Officials Maximum number of Authorized Officers for whom individual accounts are established and access is granted upon registration by Authorized Officials and verification by Provider. y e8oy First Responder System — 240 Search Units ab' e8oy First Responder System provides investigative search access to more than 500 million eSay listings, including seller and buyer contact information and history. Y Hit Alerts to Email/Cell Hit Alerts provide notification to Authorized Officials via email and/or via an email-anobled cell phone when a new match ('hit') for a saved search is detected in the system. y Ticket Assistant Ticket Assistant provides for entry of Data from non-computerized pawn and secondhand stores into the LeadsOnline database. A Suspect Toe Suspect Tag facilitates interagency communication, enabling Authorized Officials to notify other agencies of suspect activity forsake of collaboration and avoidance of duplication of effort. 2oXi-206;'LrtirtcOnIi�ir. III_ All lighr, rar:w[al. AA 1.1=i°}i U 1 U7 P. 10 Dec--05-08 02 :02P leadsonfine.corn 13000 N•DAL LAS PAI KWAY,SUITE ADO DALLA3,TEXA3 732I8 T 972.9a 1,0400 P V72.361.0901 TP 000 111,2636 AGENCY AGREEMENT - Attachment W PRICING First"Ive [12) month period TOTALTRACK SERVICE PACKAGE: PAYMENT TERMS Payment is due upon execution of this Agreement. f)iJr.J•IS1U1 :ii 1'..7�i i«, 1.1C All iiillil+ c.�1v,•1 AA 11:i 0/(11 S '