TERMS OF SERVICE AGREEMENT

This TERMS OF SERVICE AGREEMENT (“Agreement”) is made between The City of Oklahoma City, a municipal corporation; hereinafter referred to as “CITY” and your PARTNER organization, with its principal address indicated within the Registry Portal, hereinafter referred to as “PARTNER”. CITY and PARTNER are collectively referred to as the “PARTIES”.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING, OR GRANTING ACCESS TO VIDEOS, VIDEO SOURCES, OR CAMERAS OWNED BY OR UNDER MANAGEMENT OF PARTNER, PARTNER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF PARTNER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED.

The goal of this Agreement is to set forth guidelines for sharing of Partner’s video sources with the City.

PURPOSE OF AGREEMENT: The purpose of this Agreement is to grant video access to City by Partner to video sources designated by Partner that are owned by or under management by Partner. Cameras shared must also be approved by City as appropriate for sharing and deemed useful for purposes of enhanced situational awareness and safety of Partner and areas surrounding Partner’s location(s). It is neither intended nor expected that Partner’s cameras will be routinely monitored in real-time by City. Video sharing by Partner with City is intended to be done in the spirit of partnership for improved situational awareness and efficiency of emergency response by City. Video access by City does not constitute commitment on the part of City that video will be viewed in emergencies or when requested by Partner. The purpose of this agreement shall hereinafter be referred to as the “Service”.

RESPONSIBILITIES OF CITY: City will only access video sources designated by Partner for fusion into City’s video fusion software. City will not share access to Partner’s camera views with members of the public, or outside of City, without the prior written consent of Partner. However, if City is required, by law, to release access to Partner’s camera views or information contained therein, City may do so without the prior written consent of Partner. City will ensure video access is strictly limited to personnel responsible for monitoring the system, and authorized login metadata will be tracked and logged. Finally, City will ensure any employee responsible for video access is trained regarding system use and security of access. The City will direct any inquiries related to Partner or Partner’s video sources to the appropriate designee of Partner.

RESPONSIBILITIES OF PARTNER: Partner will provide City at least one point of contact or designee who has a basic understanding of Partner’s inventory and locations of surveillance cameras as may be required for video sharing. Typical configuration should take less than an hour and may require installation of additional hardware at Partner location(s). Partner will provide information needed by the City for the system to operate; including but not limited to, camera make, model, IP address, and Camera and/or associated DVR/NVR login information.

LIMITATION OF LIABILITY: IN NO EVENT SHALL CITY BE LIABLE TO PARTNER OR ANY OTHER PERSON OR COMPANY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, PARTNER’S USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IF PARTNER IS DISSATISFIED WITH THE SERVICE, PARTNER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR PARTNER TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.

TERMINATION: This Agreement is effective upon Partner’s acceptance as set forth herein and shall continue in full force and effect until terminated. Partner may terminate this Agreement for any reason upon thirty (30) days prior notice to City. City reserves the right, in its sole discretion and without notice, at any time and for any reason to remove or disable Partner’s ability to designate video sources for fusion into City’s video fusion software sources.

DISCLAIMER OF WARRANTIES: Partner’s ability to designate video sources for fusion into City’s video fusion software sources is provided “as is” without warranty of any kind, express or implied and use of this system is at Partner’s sole risk. City does not warrant that the ability to designate videos for fusion into City’s video fusion software sources will be uninterrupted or error free, nor does City make any warranty as to any results that may be obtained. City makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

INDEMNIFICATION: Partner agrees to indemnify, hold harmless and defend City, its employees, officers, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or company, arising out of or relating to this Agreement, the Partner’s use of the Service, including any videos transmitted by Partner, and any unacceptable use of the Service.

MISCELLANEOUS: Partner has no right, power, or authority to act or create any obligation, express or implied on behalf of the City. City shall have the right, at any time, and without notice, to add or modify the terms of this Agreement, simply by delivering such amended terms by email or otherwise to the email address or physical address provided to City by Partner through the Registry Portal. Partner’s access to or use of the Service after the date such amended terms are delivered to Partner shall be deemed to constitute acceptance of such amended terms.