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2 SECURUS"Video Visitation Agreement
<br />TECHNOLOGŒS (Kittitas County (WA)-Site ID 05243)
<br />This Video Visitation Agreement (this "Agreement")is by and between the Kittitas County Sheriffs Office ("Customer")and
<br />Securus Technologies,Inc.,("we,""us,"or "Provider").This Agreement shall be effective as of the last date signed by either
<br />party (the "Effective Date").
<br />Whereas the Customer desires and Provider has agreed to install a video visitation system and to provide maintenance
<br />services according to the terms and conditions in this Agreement and in the attached Schedule,which is incorporated by
<br />reference into this Agreement;
<br />Now therefore,in consideration of the mutual promises and covenants contained herein,the parties agree as follows:
<br />1.Applications.This Agreement specifies the general terms and conditions under which we will perform certain inmate-
<br />related services and applications (the "Application(s)")for you.Additional terms and conditions with respect to the
<br />Applications will be specified in the schedules entered into by the parties and attached hereto (the "Schedules").The
<br />Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement.In the event
<br />of any conflict between this Agreement and a Schedule,the terms of the Schedule shall govern.In the event of any conflict
<br />between any two Schedules for a particular Application,the latest in time shall govern.
<br />2.T_er_m.The "Term"shall begin on the Effective Date and shall continue through February 23,2019.Unless one party
<br />delivers to the other written notice of non-renewal at least ninety (90)days before the end of the then current term,this
<br />Agreement shall automatically renew for successive periods of twelve (12)months each.Notwithstanding anything to the
<br />contrary,the terms and conditions of this Agreement shall continue to apply to each Schedule for so long as we continue to
<br />provide the Application to you after the expiration or earlier termination of this Agreement.
<br />3.Warranty Disclaimer.WE DISCLAIM ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING THE WARRANTIES
<br />OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ANY IMPLIED WARRANTY ARISING FROM A
<br />COURSE OF DEALING OR USAGE OF TRADE,AND NONINFRINGEMENT.
<br />4.Software License.We grant you a personal,non-exclusive,non-transferable license (without the right to sublicense)to
<br />access and use certain proprietary computer software products and materials in connection with the Applications (the
<br />"Software").The Software includes any upgrades,modifications,updates,and additions to existing features that we
<br />implement in our discretion (the "Updates").Updates do not include additional features and significant enhancements to
<br />existing features.You are the license holder of any third-party software products we obtain on your behalf.You authorize us
<br />to provide or preinstall the third-party software and agree that we may agree to the third-party End User License Agreements
<br />on your behalf.Your rights to use any third-party software product that we provide shall be limited by the terms of the
<br />underlying license that we obtained for such product.The Software is to be used solely for your internal business purposes
<br />in connection with the Applications at the Facilities.You will not (i)permit any parent,subsidiary,affiliated entity,or third
<br />party to use the Software,(ii)assign,sublicense,lease,encumber,or otherwise transfer or attempt to transfer the Software
<br />or any portion thereof,(iii)process or permit to be processed any data of any other party with the Software,(iv)alter,
<br />maintain,enhance,disassemble,decompile,reverse engineer or otherwise modify the Software or allow any third party to do
<br />so,(v)connect the Software to any products that we did not furnish or approve in writing,or (vi)ship,transfer,or export the
<br />Software into any country,or use the Software in any manner prohibited by the export laws of the United States.We are not
<br />liable with regard to any Software that you use in a prohibited manner.
<br />5.Claims.To the fullest extent allowed by applicable law,each party by itself and/or its employees,agents,or contractors
<br />agrees to be responsible for any loss,cost,claim,liability,damage,and expense (including,without limitation,reasonable
<br />attorney's fees and expenses)(collectively "Claims")arising out of (i)a breach of its own representations,warranties,and/or
<br />covenants contained herein,or (ii)gross negligence or willful misconduct,or (iii)actual or alleged intellectual property
<br />infringement.
<br />Furthermore,the parties understand and agree that each one is subject to federal,state,and local laws and regulations,and
<br />each party bears the burden of its own compliance.The Provider agrees to install and implement the Inmate Telephone
<br />System according to the law governing the Provider,the instruction it receives from the Customer as to the Customer's
<br />requirements under the law,and according to the Customer's facility's demographics.The Customer agrees to indemnify
<br />the Provider against any and all Claims arising out of or related to instruction Provider receives from the Customer.
<br />6.Insurance.We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the
<br />aggregate.You agree to provide us with reasonable and timely written notice of any claim,demand,or cause of action
<br />made or brought against you arising out of or related to the utilization of the Applications in which the Provider is brought in
<br />as a co-defendant in the Claim.We have the right to defend any such claim,demand,or cause of action at our sole cost and
<br />expense and within our sole and exclusive discretion.You agree not to compromise or settle any claim or cause of action
<br />arising out of or related to the use of the Applications or System without our prior written consent,and you are required to
<br />assist us with our defense of any such claim,demand,or cause of action.
<br />7.Default and Termination.If either party defaults in the performance of any obligation under this Agreement,then the
<br />non-defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the
<br />default.If the defaulting party fails to cure its default within thirty (30)days after receipt of the notice of default,then the non-
<br />defaulting party shall have the right to terminate this Agreement upon thirty (30)days written notice and pursue all other
<br />remedies available to the non-defaulting party,either at law or in equity.Notwithstanding the foregoing,the thirty (30)day
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<br />©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10
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