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p+sishtl-abs
<br />DocuSign Envelope lD: E6745C80-3643-41 99-8951-82695AFFBBFB
<br />MASTER SERVICES ACREEMENT
<br />This Master Services Agreement ('MSA") is entered lnto
<br />effective as of
<br />-
<br />("Effectlve Date"), and made by
<br />and between 4sight Labs, lnc., ('?Sight"l and the Kittitas
<br />County Sherifl's Office, WA ("Company" or "Customer").
<br />4sight and Company shall be collectlvely referred to as the
<br />"Parties" or lndividually as a "Party". company has elected
<br />to purchase services from 4Sight, described in an Ordering
<br />Document (defined below) referencing thls MSA, Company
<br />agrees by executing such Ordering Document, company
<br />agrees to the terms and condltlons of this MSA as well as
<br />any related exhibits or schedules.
<br />Section 1. DEFINITIONS. ln addition to those
<br />definitlons contained ln any applicable Ordering
<br />Document, the following terms shall have the meanings
<br />set forth belowl
<br />1,1 "Afflllate" means, with respect to any entity, any
<br />other entity that, directly or indlrectly through one or
<br />more intermediarles, controls, ls controlled by, or ls under
<br />common control with, such entity,
<br />t,2 "Monltorlng Pacltage" which includes but is not
<br />limlted to bands, sensors, charglng docks and related
<br />supplies described in the appllcable Ordering Document.
<br />1.3 "Monltored lndivldual" means the indivldual
<br />whom is banded wlth monitorlng devlce under the care
<br />and supervision of Cornpany.
<br />L,4 "Documentatlon" means In dlgltal, prlnted, or
<br />other form, the technical, user and reference manuals,
<br />notes, lnstructions and summaries, technical release notes,
<br />speclflcation and any other supporting documentatlon
<br />related to the Licensed Software.
<br />1.5 "Licensed Software" means the control statlon,
<br />software and related servlce and support described in the
<br />orderlng Document. Licensed Software shall Include
<br />Documentatlon.
<br />1,5 "Ordering Document" means a mutually agreed
<br />upon document containlng mutual collaboration, and
<br />other informatlon applicable to the Services (defined
<br />below), attached hereto and incorporated herein by
<br />reference.
<br />Sectlon 2. SERvlCEs.
<br />2.L Deq$ipfiqn, nt,Servlces,. 4Slght will provide the
<br />Monitorlng Package and Licensed Software (collectively
<br />hereln after the "servlces") as descrlbed hereln and as set
<br />forth in each Ordering Document attached hereto and as
<br />agreed upon by the Parties. ourlng the Terrn of this MSA,
<br />the Parties may agree on additlonal Ordering Documents,
<br />and 4Sight shall provide Company with such Services, if
<br />appllcable, as set forth ln such additlonal Orderlng
<br />Document. Each party hereby agrees that by referencing
<br />this MSA each Ordering Document will be understood as
<br />implicitly incorporatlng by reference the terms herein,
<br />including deflnitions, even if the Ordering Document does
<br />not expressly do so,
<br />2,2 Licen$e Grant. Subject tothe terms of thls MSA" during
<br />the Term, 4Sight grants the Company a nonexclusive,
<br />non-assignable license to use the Services at its facilities.
<br />Company may not (a) use the Licensed Software for any
<br />purpose, at any location or in any manner not specifically
<br />authorized by this MSA lb) create or recreate the source
<br />code for the Licensed Software, or re-enBineel reverse
<br />engineer, decompile, copy or disassemble the Services, (c)
<br />modify, adapt, translate or create derivatlve works based
<br />upon the Services, (dl refer to or otherwise use the
<br />Services as parl of any effort to develop a program having
<br />any functional attributes, visual expressions or other
<br />features similar to those of the Services to compete with
<br />4Sight, or (e) remove, erase or tamper with any copyrlght
<br />or other proprietary notice printed or stamped on. afflxed
<br />to, or encoded or recorded in the Services or
<br />Documentatlon or fail to preserve all copyright and other
<br />proprietary notices. No right or license shall be implied
<br />other than the rights and licenses expresslygranted in this
<br />MSA. 4Sight shall retain all ownership rights, title, and
<br />interest in the Services, subject only to the rights and
<br />licenses granted herein, Company may make copies of the
<br />Documentation for use and distrlbution in accordance with
<br />the terms of this MSA.
<br />2.3 SubcB0tractors. 4slght may engage
<br />subcontractors to asslst with the performance of the
<br />Services,
<br />2.4 Accentable Use. Company and its users may use
<br />the Servlces only ln accordance with the Documentation,
<br />Each time materlal modlflcations are made to the Services,
<br />4Sight will make available to Company electronic updates
<br />to the Documentation. lf Company continues to use the
<br />Servlces and makes no obJectlons to the changes ln the
<br />Documentatlon within ten (10) days of posting all changes
<br />and updates shall be deemed accepted. Company is
<br />responsible for all acts and omissions of lts users in
<br />connection with the Services who do not complywith the
<br />terms set forth in said Documentation. During the Term,
<br />4Sight will provide Support Servlces for the Licensed
<br />Software. 4Slght may ln its sole discretlon discontlnue,
<br />rnodify or replace the Licensed Software,
<br />Section 3.COMPENSATlON.
<br />3.1 Pevment,
<br />Company shall pay 4Slght fees as per the Ordering
<br />Document for Services. After the lnitial Term, 4Slght may
<br />lncrease the Total Annual Fees, no more than once every
<br />twelve (12) months, based upon the percentage increase
<br />ln the Consumer Price lndex for all Urban Consumers, U,S,
<br />6735516v.4
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