Agreement between KCSO & Integrity I

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reseryes the right to suspend or terminate access to the Software and the Monitoring Services by any Authorized User who breaches or threatens to breach the terms and conditions of this Agreement or the applicable Electronic Terms of Use or who lntegrity reasonably believes is a threat to the safety or security of lntegrity's systems or the systems of any third party. 2.3. Ownership and Use of Data. As between lntegrity and Customer, Customer retains all right, title and interest in and to all data generated by the use of the Monitoring Services ('Customer Oata"). lntegrity may, at its option, use de-identified Customer Data ('Oe-lOentlIieglOata") for any purpose permitted by applicable law, and Customer shall, as necessary, provide lntegrity with access to Customer Data for this purpose. All aggregated and statistical data, reports, documentation and other materials prepared by lntegrity, its personnel, representatives or agents based on or incorporating De-ldentified Data shall be solely owned by lntegrity. lntegrity agrees to make available and promptly provide to the County any data in its possession, regardless of ownership, the County determines is needed to comply with the Washington Public Records Act (RCW 42.56) or any other legal requirement. 3. Software License. The lntegrity Equipment and the lntegrity web portal ("lnteqritv Portal") and the lntegrity app ("lnteoritv App", together with the lntegrity Equipment and the lntegrity Portal the "lnteqritv System")) which may be provided for use with the lntegrity Equipment incorporate and/or use software ('Softwarc") that is licensed, not sold. Subject to Gustomer's compliance with the terms and conditions of this Agreement, lntegrity hereby grants to Customer and its end users a non-exclusive, non-transferable, non-sublicensable and royalty-free license to access and use the Software, solely in connection with the use of the lntegrity Equipment at the Project Location and during the Service Period. lntegrity may, from time to time, develop and install updates to the Software rupdates"). All Updates developed and installed by lntegrity shall be deemed part of the Software. Customer's access to and use of Updates depends on Customer's maintenance at all times of lntegrity's connection by internet to the lntegrity Equipment. The Software may incorporate or access software provided by third parties ("Third-Partv Products"). Third-Party Products provided under this Agreement are licensed for use solely with the Software and the Monitoring Services and may not be used on a stand-alone basis or with any other third-party products except as part of the Software and the Monitoring Services. Third-Party Products may be subject to additional license terms and restrictions, and Customer agrees to comply with any and all such terms upon written notice by lntegrity. 4. General Gustomer Obligations 4.1. No Reverse Enqineerinq. Customer shall not, and shall ensure that its affiliates and their respective employees and representatives (including Authorized Users) do not, reverse engineer, disassemble, decompile, or otheruvise attempt to discover the source code, algorithms, methods, processes, or underlying ideas of the lntegrity System or any component thereof. 4.2. Feedback. Any feedback provided by Customer with respect to the lntegrity System ("Feedback") is voluntary. Customer hereby assigns all right, title, and interest in Feedback to lntegrity. lntegrity may use Feedback for any purpose without any attribution or compensation to Customer. 4.3. Data Privacv Law Compliance. For purposes of this Agreement, "Personal Data" means data relating to identified or identifiable natural persons and "Data Privacy Laws" means any applicable law governing the processing of Personal Data. Customer acknowledges that Customer bears the sole responsibility as between the parties for determining whether any consents or authorizations are needed for the processing of individuals' Personal Data through the lntegrity System and Monitoring Services in compliance with Data Privacy Laws as well as the sole responsibility for any disclosures required for such processing. Customer represents and warrants that it at all times will have obtained the necessary consents or other authorizations necessary under Data Privacy Laws for lntegrity to process Personal Data of Customer (including Personal Data within the Customer Data) on Custome/s behalf under this Agreement. Command shall have no obligations or liability with respect to data collection, storage, processing, or compliance with Data Privacy Laws; all such obligations shall rest exclusively with lntegrity and Customer. 5. Term 2 4925-8427-0782\77