HomeMy WebLinkAboutLeads Online 110711 Twin Falls ID Police Department Agency Agreement_C217116D•c-05 08 02:02P P.08
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10.1 Provider may assign or delegate all or pad of Provlder's rights or dories under this Agreement withoul
notice 1o Principal Prln¢ipal may not make any assignment of this Agreement without Prov•der's prior
written consenl,which wilt not be unreasonably withheld.
10.2 ff any provision of 1his Agreement is held to be unenforceable,in whole or in port,such holding will
rot ogecl the varldTty oF 1he o•ber provisions of this Agrgemenh unless Provider deems He
unenforceable provision 1o be essentlol re this Agreement,in which case Provider m0"/terminate this
Agreement,effective immediatgly epan notice to Principal
10.3 Neither porly wifl be liable for any failure or de•oy in pedorming an obhgation under this Agreement
,hot is dul•to causes beyond ifs reasonable control,such as nalurol catastraphe$,governmental oc•s or
omissions,lows or regulations,lobar slrikes or difficulties,transportation slopl:•ges or slow'owns.
10.4 This Agreement shall be governed by a•d con;Irued in accordance wi•h 1he laws of the State of Texas,
wJt•o•JI reg0rd Io conflicts of laws provisions Sole end exclusive jurisdlctlan for any action or
proceeding arising out o}or relared to this Agreement shall be in on appropriate s•ote or federal court
located in the Slate eF Texas
10.5 This Agreement conslirules the entire agreemenl I:•l•veen the parties,and shall SUlaer•etde all prior
agreements and undersK•ndings,it any,b•tween the parties rsspecting the subject matter hereof
LeadsOnlina LLC
Print Name:David K.Finley
Title:Presldenl &CEO
Address:15660 N.Dallas Pkwy.,Suite 800
Dallas,Texas 75248
TWin Falls Police Department
print Name:T•o•,,S •..•'•'•
Address:356 Third Ave.IE
Twin I•11•,ID 33303
Federal Tax I.D.#42-1720332 Federal Tax I.D.#
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AGENCY AGREEMENT
This LeQdsOnline,Inc.AGENCY AGREEMENT ("Agreemenl"),dated,D•omber I,2gOB,is made between
Twin FoIII,ID Police •rtmenl ("Principal")and l•adJOnllnu LLC ("Provider"].
SCOPE OF AGREEMENT
Provider operales and mointatas at its web sire a confidenliat database occBssiblo el6clronically exclusively by
Low Enforcemonl Agencies for the sole purpose of identi•ing merchandise and/or persons suspected in crimes
against property or in cdme•,againsl persons in which property is involved
Principal desires to utilize +h0 ePectronic database c•l Provider's web sil0.
Subject to lhe terms of this Agreement and in consideration oP the mutual covenants stated below,the parties
agree as follows:
Iq
1.1 "Authortx•l Officials"means duly authorized law en•orcemenl personnel of Principal.
1.2 "l)oto"includes the ticket number,i•m number,make,model,property descrlpl•on and 5eliot number
of merchandise sold to a Porticipcml or u•ed os loan collateral by a Participant,as well as the name
and address of any cuslomerls ]involved in the aforementioned transaclions as required by low in
Participant's jurisdiction
1.3 "Law IBnf•rcamant Agency"means any municipal,couely,state or federal government staffed
and operated agency whose primary purpose is criminal investigation and/or Ic•v •nforcement,as
contemplated by the Gramm.Leach-Bliley Ac•oF 1999 {15 U.S.C.§6801,et seq.,and 15 U,S,C.§
6821,et seq.)(the "GLBA"]."Law Enforcement A.gwncies"means two or more oF such agencles.
1.4 "Parth:Jp•nt"means any person or entity thrsl purchases pre•wned personal property and/or uses
personal properly as loan collateral end turnishgs Data relative them•o to Provider for inclusion at
Provider's web site.
2,1
IL
Subject to lhe terms of this Ag;eemenl,Principal hereby appoints Provider as its agent,as such term is
utilized in the GLBA,for Ihe sole purpose of collecting,mainloining and disseminating Data From
Participants This agency appointmenl is effective as of the registralian date of Principal's initiof user.
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III,
AGRI•EMIE•AND •ESPONSIBIUTIES IDF PRINCIPAL
Principal agrees that Principal's use at the Date displayed at Pravider's web site will be far the sole
purpose oF identi•ing merchandise and/or persons suspected in crimes agolnst property or in crimes
agalng persons in which property is involved.
Principal agrees not to divuJge Data or information obloteed 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 stotete,rule or regulation,including specgically the GLBA
Principal agrees nol to access information from outside of Prtecipal's iurisdiction from Provideds web
site for purposes of gathering information for any third pony,including private parties and other law
enforcemenl agencies
Principal agrees that passwords provided by Provider 1o Principal enc•bling Principal to utilize
Frovider's web site will be mode known only to Authorized Officials of Principal and that only those
Authorized Officials will be permi•d la use the passwords or otherwise access the electronic
database ol Provider's web s•le.Principal's failure to slriclly odbere to the terms af this P0regroph will
result in the immediate termination of Prlncipal's access to Provider's websire.
Principal agrees not To use Ibe Data or informalian di='.p[ayed at Providerqs w•b si•e for any unlawJu¢
purpose,or in any manner,which may create liability for Provider or Porticipanls.Principal agrees its
use of the Date or information contateed at Provider's web site will nal be other than as permffted by
law or lbe rights duly granted to Principal in carrying out Prindpal's official duties.
Princlpol agrees to oct in accordance with Jaws and procedures within PodicipunCs jurisdiction,and
agrees to notiflf the designated Law Enforcement Agency for Prtecipal's iurisdiction prior to requesting
add•tianoJ informatian about Data,to place on item on hold states,or to confiscate an item found in a
business outside of Principal's jurisdiction.
Principal agrees to submit accurate informallon,including bul not limited to redid Principal case
numbers for specific items and/or suspects as well a•the identi•/of Ihe Authorized Official,in
conducting any search or use of Pmvider's web site.
Principal agrees it has no ownership rights to any password or user name that may"be utilized by
Principal pursuant to this Agreement.I:or security purposes,Principal agrees to change it•password(s I
every go days¸
Principal is respansible for insuring that Principal's hardware can cannecl te Provider's website via the
Irdernel,
Principal is responsible for insLsring compliance among businesses in Principal's jurisdiction.Principal
agrees to not discourage entities •hat purchase pre•wned personal properly and/or use persanal
property as loan collateral from becoming Partteipanls,and to hal di•ourczge Participants from
•umishteg Oola to Provider.
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•lV,
AORE F.MEhrlr S AND RISPONSIBILri"IES OF PROVIDI•w
4,1 Provider agrees to operate and mothtein on electronic data6ase ol its wob site for the purpose of
receiving and dissemimating Ooto from Perliciponts For the sole use o•low Enforcement Agencies
4,2 Providor ogrees to provide dorobcse •eotures in accordance with Attachment "A"off'ached to this
Agresme•t,
4.3 Provider agrees to implememt commercialfy reasonable efforts to maintain PrincipaPs access to
Provlde•*•web :,fie through Provider's se•er.However,from rime to time,molnten•nce will be
reqvired to be performed,rs•well as developmenls and modifications •o Provid•r*s wob •ite and an
Provlder's se•er Principa•acknawledges thol Providel has no responsibility for the service or
opurefion of she Intemet,end thol Provider mokes no repr•Bntations in this regord.Internet sewice is
subject Io limffotions caused by local landlines,atmospheric or technical conditions and may be
rempororily unavailable,limited,interrupted or ¢u•oiJed
4,4 Provider agrees to facilitate Principal's access Io the Dose by passwords and user names selected by
Principal {within reasonable parameters established by Provider),allowing Principal Io search and
relriew Data for the sole purpose o•identifying slolen merchandise and persons s•spacl•d of crimes
invo/ving property,
4.5 ProvidBr agrees to provide Principal's designated Department Head wilh a monthly report detailing the
usage oF ProvJder's web site by PrlncipaI's Authorized Officials,which includes the number of searches
by math Authorized o•ficial,property searched,nor'n•s of suspects searched,along with Principal's
case numbers associated with those searches.
V,
CoNom•cs FOR PRJNCIPAL*S ACCESS AND USE OF •RO•IDIER•S W|m S rlrl[
S*1 By entering into this Agreement,Pcloclpal represents it is o Low [nforcernenl Agency as that term is
defined in Section I.PrJ0eipal's appointment of Provider as og•nl is made in order to obtain
inFormolion of a financial institution in connectiom with the performance of the officiar dulles of
Primcipol,as is contemplated by the GLBA.
5.2 Provider may modi•/or upgrade any aspect(s)o•Provider's web site el any •ime without halite to
Principal,
$.3 A(I Data is provided solely by Participants •sing Participant's proprietary oparationc•f software
There}ore,Provider cannot and does not r•present or endorse the accuracy or reliobi{ity of the Dole
deep{eyed through ProvideT•s web site,nor the functionality of Participant's operational sof•ore.
Prthcip•l acknowledges thai any reliance by Principal or any L•w En•orcemenl Agency upon any Data
or other information displayed or distributed through Provider's web site shall be al PrheipaJ's sole
risk Upon notice by Padlclpants or Law EnForcement Agencies,Provider resoles the right,in its sole
discretion,to correct any errors or omissions in )he Do)o confined in any portion ef Provid•ds web
site,
5.4 Provider reserves the right al all times ro disclose any telormofion as necessary to satofy any law,
regL•ration,Or government request,or to edit,retiree to posl ar to remo'.•any Data or in/ormalion,i,•
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whole or in part,that in Ptovider's sole discretion is deemed to be in vtalalion o[local,stai•and/or
Federal low.
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6.1 The initial 1era of the contracl will be t'.vel•(12)months.
6.2 Th;s Agreement will become effective as o}the dote (irsl set forth above and remain in effect for one
year or until cancel]orion or termination by Provider ar Principal as described below
6.3 This Agreemenl will be automatically renewed for successive additicmo•on,year term5 unless Principal
provides Provider written halite of cgncellallon al lea•11301 days prior to the expiration of the inilial
lerm ar any renewal term thereobe•.In the event of renewal,Principal agrees to pay provider an
annual subscription fee for the renewal period within 30 days of invoice.
6.4 Provider may terminate this Agreement •or convenience by providing (30)days written natice.In the
evenl of •ermination,Provider musl remit to principal on a pro-rated bells that portion o(the annual
subscriplian lee paid by Principal from the dale Provider terminates this Agreement for convenience
until Ihe end of the applicabfe one-year term.Principal may terminate this Agreemeel for canvenlence
by providing (30J days written notice,provided such termination shall not relieve Principal of its
paymenl abligallons to Provlder hereunder ar entitle Principal to any refurbd of a prepaid annual
subscription fee.
6,5 Provider may immediately and without notice,lerrninate this Agreemenl Jar cause,al Pravideds so•e
option,if Principal:(o)foils to pay any annual svbscrip/ian fee awed 10 Provider under this Agreement;
(b}Foils Io pedorm in accordance with its respon•ibililtes contained in Secltan III of this Agreemtsnt;[c)
fails ta perform any other obligalion required of Principal under this Agreement;or {d}vialatss any
laws,rules or regulations.II terminalian occurs,Provider shall be entitled ta receive from Principal all
amounts and charges owed under thls Agreemenl,in addition 1o al•other legal and equiloble
remedies then end there c•vaJlable undel 1"axes law,
6.6 Provider's client support and training is available to Principal at no additional cost when pedarmed by
telephone or emoiL Principal may request Provider •o travel to Principal's location [or spectehzed
training and support These special se•ices will be provided al ogreed upon rates for 11mo,materials,
travel,lodging,and miscellaneous expenses.
6.7 Principal may immedialely and withoul nolice,terminate this Agreement.at PrincipaPs sole option,if
Provider:(a)fails Io perform in accordance with its responsibilities to Principal contained in Section IV
of this Agreement;•b)fai•s to perform any other obligation r•quired of provider under this Agreemgnl;
or (cI violates any lows,rules or regulations,ff termination occurs,as Principal's sole and exclusive
remedy,Provider shall remit ta Principal on a prorated basis thai podion af the annual subscription *ee
paid by Principal from the date Provider commits any breach described above until the end of the
applicGblB one year term
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VII.
•IISCLAIMER OF WAIIIUU4TIES AND EJAqJTAlrlO N {:IF LIAIIILII•
PROVIDER SPECIFICAIJLy DISCLAIMS ALL REpRIESENTAT1ONS,CONDITIONS,AND
WARRANTIES,WHk'TH|R EXPRE5I:OR IMPLIED,ARISING BY SYATUTT,OPERATION OF
LAW•USAOE OF TRADE,COURSE OF DEALING,OR OTHERWI$]•,INCLUDING BUT NOT
LIMITED TO,WARRANTIES OR CONDITIONS OF MERCHANTABILITY,MERCHANTAIILE
QUAUI•,SATISFACTORY QUALITY,OR FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO PROVIDER'S WEB SITE AND PROVIDER'S SERVICES TO IE ACCESSED,USED
OR DIUVERED PURSUANT TO THIS AGREEMENT.PROVIDER'S W1EB SITE,INCLUDING
ALL DATA,CONTENT,SOFTWARE,FUNCTIONS,MATERIALS AhlO INFORMATION MADE
AVAILABLE ON OR ACCESSID THROUGH pROV]OER'S WEB SITE IS PROVIDED "AS IS"
WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.PROVIDER DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN PROVIDER'S WgB SITE OR ANY
DATA,MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR
ERROR FREE,THAT DEFECTS WIIJL BE CORRECTED,OR THAT THE PROViDER'S WEB SlT•
OR THE SERVER THAT MAKES IT AV&II•BLE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.PROVIDER SHALL NOT BE UABLE IN ANY MANNER OR IN ANY
RESPECT FOR 3141 US|OF PROVIDER•S WEB SITE BY PRINCIPAL,INCLUDING,WITHOUT
I.IMITATIONr FOR THE ABSENCE OR PRESENCE OF OATA OR CONTENT OR ANY
ERRORS CONTAINED THEREIN.
Vlll.
8.1 Provider shall nol be liable for any claims,damages and attorney fees arising from the negligent or
ill,gel acts oF Principal's Brnployees arising out of or related to Princi•l's use of Provider'•web site.
Principal shall not be liable for c•ny claims,damages end afforney •es arising from the negligent or
illegal acts oF Provlder's employees arising out of or related to aporalton or use oF Provider's web$ite
IF both Pcovider and Principal are ItobIe for any claims,damages or attorney f•es arising from the
negligenl or illegat acts OF Ih8 employees of Provider and Principal under this Ag;eemenl,Provider end
Pdnclpal shall be liable •r the poriion of the claims,damages end attorney feel thor arise •rom the
negligenl or illegal acls of that pony as determined by the court adjudicating thB mawr or as agreed
in any set•lement.Nothing in this Agreemenl,express or implied,is intended to confer open any
person,other than 1ha p,Grties hereto,any beneflt•,rights,or remedies under or by rea•on of thi•
Agreement.
IX.
9.I Provider'•web site is pralscted by copy6ght as a colleclive work and/or compilalion,pursuant to US
copyright laws.The contents of Provider's web sge are only For the purpose described herein.All
mamriols contained on Provider's web site are prelected by copyright,and are owned or conlrolled by
Provider or the party credited as the provider of the content.Principal will abide by any addilionol
copyright notices,information,or •estricfian5 contained in any content on Provider•web site
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AGENCY AGREEMENT -Attachment 'A'
TOTAI TRAcK SERVICE PACKAGE INCLUDES:
National Smorch Capability
Transaction records from oil Portlcipants located in the Continental United Stales ate
available for investigative search.
3 Years of Searchable Data
36 months of transacliQn records are available for invesligative search.
•-NCfC Extract
NCIC Extract Feature produces an electronic report of merchandise from transactions by
Participants within Principal's jurisdiction to be sent via Principal's interned processe•ta the
National Crime Jnformatlon Center (NCIC)for comparison to its database.
•-60 Saved Searches
Saved Searches feature automatically runs searches conlteuously of Ihe di$ctetlon af
Authorized Officials.
),Up to lO lD's for Authorized Official$
Moxlmvm number of Authorized Officers for whom individual accounts are et*tabhshed and
c•ccess is granted upon registration by Authorized Officials and verification by Provider.
egay Fi•t Res•nder Sysmm -240 Search Units •b'Y
obey First Responder System provides investigative search access to mare than 500 miltlan
eSay listings,TndudTng seller and buyer contacl infarmatlan and history.
Hit Alerls ta Email/¢ell
Hit Alerts provide nolih•ation to Authorized Officials via small •nd/or v•a an small-enabled
cell phone when a new match ('hit')far a saved search is detected in the system.
•-Ticket Assistant
Ticket Assistant provides for enlry of Data From non.computerized pawn and secondhand
slates inlo the LeadsOnline dolobose.
Suspect Tag
Suspect Tag facilitates inter-agency communication,enabling Authorized Offlcia]s to notify
alher agencies of suspect activity Ear sake of collaboration and avoidance of duplication of
effort.
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AGENCY AGREEMENT -Attachment "B'
PRICING
First twelve (12)month period
TOIALTRAcK SERVEE PACKAGE:
PAYMENT TERMS
Payment is due upon ex•culion of this Agreement.
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