Crimer, LLC Subscription Agreement

 

This Software as a Service (“SaaS”) Subscription Agreement ("Agreement") between Crimer, LLC, a Louisiana limited liability company, with offices at 929 Government Street, Baton Rouge, LA 70802 ("Crimer, LLC") and ____________________ (Client"). This Agreement is effective when signed by both Parties (the "Effective Date"). This Agreement governs Client's access to and use of the Services.

 

1.                  Definitions. (for terms that may appear either in this Agreement or in an attachment hereto)

 

A)    Admin Account(s)” means the administrative account(s) provided to Client by Crimer, LLC for the purpose of accessing the Services. The use of the Admin Account(s) requires an API key, which Crimer, LLC will provide to Client.

 

B)    Administrators mean the Client-designated technical personnel who administer the Services to End Users on Client's behalf.

 

C)    "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

 

D)    "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Crimer, LLC, respectively, as secured by such party from time to time.

 

E)    "Emergency Security Issue" means either: (a) Client's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other Client's use of the Services; or (iii) the Crimer, LLC network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

 

F)    "End Users" means the individuals Client permits to use the Services.

 

G)    "End User Account" means a Crimer, LLC-hosted account established by Client through the Services for an End User.

 

H)   "Fees" means the amounts invoiced to Client by Crimer, LLC for the Services as described in the Statement of Work.

 

I)       "Initial Services Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration of the Initial Services Term as set forth in the Statement of Work.

 

J)      "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

 

K)    Service Commencement Date" is the date upon which Crimer, LLC makes the Services available to Client.

 

L)     "Services" means the applicable Crimer, LLC product or service, as described in this Agreement or the Statement of Work.

 

M)   "Services Term" means the applicable Initial Services Term and all renewal terms for the applicable Services as set out in the Statement of Work.

 

N)    "Statement of Work" means one or more fully-executed statements containing the terms and conditions for the provision of Services to or for the benefit of a specific Client.

 

O)    "Subscription Terms" means the order document reflecting the financial terms of the subscription, including: (i) the Services being ordered; (ii) Fees; and (iii) Initial Services Term.

 

P)     "Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

 

Q)    "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the Services Term or (ii) termination date of the Agreement (or Statement of Work) as set forth herein.

 

 

2.                  Product and Payment.

 

Product. In consideration of the pricing and other obligations described herein, Client shall receive Crimer, LLC Services that are focused on crime predictions.  Although Crimer, LLC can provide predictions as to whether crime will occur or not, Crimer, LLC cannot guarantee that there will or will not be crime somewhere on any given day as individual human behavior can be unpredictable and no level of computer analysis can be one hundred percent accurate.

 

Client shall receive Crimer, LLC Services for the Services Term set forth in the Statement of Work, executed by the Parties and attached hereto. The Subscription Terms, including the Fees that Client agrees to pay for Crimer, LLC Services, are as described in the Statement of Work.

 

A)     Payment The first payment is due upon the execution of this Agreement. The Client will be invoiced ________ after the first payment. Fees for orders where Crimer, LLC issues an invoice are due upon Client's receipt of the invoice and are considered delinquent thirty days after the date of the applicable invoice. Payments shall be made in U.S. Dollars by either wire transfer or check.

 

B)    Commencement of Service. The Service Commencement Date is the date upon which Crimer, LLC makes the Services available to Client. This date will follow receipt of the payment.

 

C)    Invoices. Crimer, LLC shall furnish to Client invoices for all services to be delivered. The first invoice shall be issuable upon full execution of this Agreement. Client will make all required payments to Crimer, LLC within thirty (30) days of receipt of a Crimer, LLC’s invoice.

 

D)    Revising Rates. Rates may not be changed during the Initial Services Term of this Agreement without consent of both Parties. Following the end of the Initial Services Term, Crimer, LLC may revise its rates by providing Client written notice (which may be by email) at least thirty days prior to the effective date of the revision.

 

E)    Delinquent Payments. Delinquent payments shall bear interest at the rate of one-and- one-half percent per month (or the highest rate permitted by law if less) from the payment due date until paid in full. Client will be responsible for all reasonable expenses (including attorneys' fees) incurred by Crimer, LLC in collecting such delinquent amounts except where such delinquent amounts are due to Crimer, LLC's billing inaccuracies.

 

3.                  Term

 

A)    Term. This Agreement will remain in effect for the Term as laid out in the Statement of Work.

 

B)    Renewal. The renewal process is laid out in the Statement of Work.

 

4.                  Services.

 

A)    License to Use. Client shall be licensed and authorized to use the Services as provided as a SaaS (software as a service). The license is non-transferable, non-assignable and non- exclusive.

 

B)    Modifications to the Services. Crimer, LLC may make commercially reasonable changes to the Services. If Crimer, LLC materially changes the Services, Crimer, LLC will inform Client.

 

5.                  Additional Client Obligations.

 

Client agrees to provide the information and take the steps requested by Crimer, LLC to facilitate setup and implementation of the Services.

 

A)    Client shall (i) obtain access to the Internet at Client’s expense from a provider selected by Client so that Client can communicate with the System, (ii) select, obtain and maintain all equipment necessary to permit Client to communicate with the Web based interfaces of the Software. Crimer, LLC will have no obligations with respect to any hardware, software, or services chosen and/or used by Client to access the Client Installation. Crimer, LLC will not have any liability if Client is unable to access or utilize the Client Installation due to a fault or failure in any such hardware, software and/or services.

 

B)    Internet.  Client acknowledges that internet sites, and use of the internet, might consist of, include and/or provide access to images, sound, messages, text, services or other content and material that may be illegal or unsuitable for minors and that may be objectionable to many adults.  Client acknowledges that Crimer, LLC is not responsible for any such content or material and that access to such content and material through the service is at Client’s sole risk.

 

C)    Compliance. Client will use the Services in accordance with this Agreement, the Statement of Work and all applicable laws.

 

D)    Login IDs and Passwords: Client is solely responsible for monitoring and protecting the confidentiality of all Login IDs and Passwords issued to it and its End Users.

 

E)    Administration of the Services. Client is responsible for: (i) maintaining the confidentiality of the password and Admin Account(s); (ii) designating individuals authorized to access the Admin Account(s); and (iii) ensuring activities that occur in connection with the Admin Account(s) comply with this Agreement. Client agrees that Crimer, LLC's responsibilities do not extend to Client's internal management or administration of the Services.

 

F)    Unauthorized Use. Client will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Client will promptly notify Crimer, LLC of any unauthorized use of or access to the Services of which it becomes aware.

 

G)    Restrictions on Use. Unless Crimer, LLC specifically agrees in writing, Client will not, and will use commercially reasonable efforts to make sure a third party does not: (i) modify any software programs on the System or compromise or gain unauthorized access to the Crimer platform; (ii) use any programs on the System other than the Application as installed and maintained by Crimer, LLC or compromise or gain unauthorized access to the Crimer platform; (iii) access the System in any manner other than via the Software's Web based administrative, user and mobile interfaces; (iv) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the System, or features that enforce limitations on the use of the System; (v) attempt to gain unauthorized access to the System, or any part of it, other accounts, computer systems or networks connected to the System through hacking, password mining or any other means; (vi) assign, sell, resell, rent, lease, distribute, delegate or otherwise transfer any rights or obligations under or in connection with this Agreement or the System; (vii) use the System, or sell access to the System, on a time-sharing, service bureau, application service provider, or similar basis; (viii) reverse engineer, decompile, reverse compile, disassemble, or reverse assemble, any aspect or element of the System, or attempt to do so, except if and to the extent permitted by relevant law applicable to Client; (ix) take any action the intent or likely result of which would be to reveal or reconstruct all or any portion of the design of the System; (x) use the System in a manner that violates any applicable law; (xi) use the facilities or capabilities of the System to conduct any business or activity or solicit the performance of any activity which is prohibited by law; (xii) create any liability for, or imposes any obligations upon, Crimer, LLC (viii) violates any legal requirement, violates any rights of any person or entity or violates any duty to any person or entity, (xiv) damage any person or entity, (xv) infringe, misappropriate or violate any intellectual property right or any personal right of any person or entity anywhere at any time, including, but not limited to, rights arising out of, or related to, copyright, patent, trade secret, trademark, service mark, privacy and publicity or (xvi) give rise to any claims by any person or entity anywhere at any time for slander, liable, false light, invasion of privacy, unfair competition or misappropriation.

 

6.                    Technical Support Services.

 

A)      By Client. Client will, at its own expense, respond to questions and complaints from End Users or third parties. Client will use commercially reasonable efforts to resolve support issues before escalating them to Crimer, LLC.

a.        Should Client need to escalate the issue to Crimer, LLC, contact will be made in accordance with Notices section.

 

B)    By Crimer, LLC. Crimer, LLC will provide the support necessary to resolve Client's issue, to the extent reasonably practicable in Crimer, LLC's discretion.

 

7.                  Suspension Of End User Accounts by Crimer, LLC.

 

If Crimer, LLC becomes aware of an End User's violation of the Agreement, Crimer, LLC may request that Client suspend the applicable End User Account. If Client fails to comply with Crimer, LLC's request, Crimer, LLC may suspend the End User Account. The suspension will continue until the applicable End User has cured the breach.

 

A) Emergency Security Issues. If there is an emergency security issue (determined solely in Crimer, LLC's judgment), Crimer, LLC may automatically suspend the offending use. Suspension will be to the extent and duration required to prevent or terminate the emergency security issue. If Crimer, LLC suspends an End User Account without prior notice to Client, at Client's request, Crimer, LLC will provide Client the reason for the suspension.

 

8.                  Confidential Information.

 

A)    Asset of Crimer, LLC. Client acknowledges and agrees that the System constitutes a valuable, proprietary and confidential asset of Crimer, LLC and its licensors, successors and assigns

 

B)    Obligations. Client will: (i) protect Crimer, LLC's confidential information with the same standard of care it uses to protect its own; and (ii) not disclose confidential information except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Confidential information may only be used to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for the actions of its affiliates' employees.

 

9.                  Intellectual Property Rights; Brand Features.

 

A) Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant Client any rights, implied or otherwise, to Crimer, LLC's content, brand features or intellectual property.

 

10.              Disclaimers.

 

A) Disclaimers. TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN; (i). CRIMER, LLC MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES; AND (ii) THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. CRIMER, LLC AND ITS SUPPLIERS DO NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. CLIENT ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED TELEPHONE NETWORKS. ALTHOUGH CRIMER, LLC CAN PROVIDE PREDICTIONS AS TO WHETHER CRIME WILL OCCUR OR NOT, CRIMER, LLC CANNOT GUARANTEE THAT THERE WILL OR WILL NOT BE CRIME SOMEWHERE ON ANY GIVEN DAY AS INDIVIDUAL HUMAN BEHAVIOR CAN BE UNPREDICTABLE AND NO LEVEL OF COMPUTER ANALYSIS CAN BE ONE HUNDRED PERCENT ACCURATE.

 

11.              Termination.

 

A)    Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or is subject to insolvency proceedings that are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

 

12.              Indemnification.

 

A)    Client will indemnify, defend, and hold harmless Crimer, LLC from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Client Data; or (ii) regarding Client's use of the Services provided by Crimer, LLC; or (iii) arising out of or related to this Agreement or any and all uses of Client’s account.

 

13.              Limitation of Liability.

 

A)    Limitation on Indirect Liability. CRIMER, LLC SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF CRIMER, LLC KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

 

B)    Limitation on Amount of Liability. EXCEPT AS PROVIDED HEREIN, CRIMER, LLC SHALL NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CLIENT TO CRIMER, LLC HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

 

C)    Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of Crimer, LLC’s Intellectual Property Rights by Client, or indemnification obligations of Client to Crimer, LLC.

 

14.              Miscellaneous.

 

A)    Notices. (a) All notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

 

B)    Force Majeure. Crimer, LLC will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war, riot, labor condition, governmental action, and Internet disturbance) beyond Crimer, LLC’s control.

 

C)    No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

 

D)    Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

 

E)    No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

 

F)    Governing Law. This Agreement is governed by Louisiana law.

 

G)    Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

 

H)   Survival. The following sections will survive expiration or termination of this Agreement: Section 10, 11, 12, and 13.

 

I)      Entire Agreement. This Agreement, and all documents referenced herein, is the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

 

J)      Interpretation of Conflicting Terms. If Client signs a physical agreement with Crimer, LLC to receive the Services, the physical agreement will override any online agreement.

 

K)    Counterparts. The Parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

 

 

 

 

Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement.

Each party warrants that it will comply with all laws and regulations applicable to its provision, or use of the Services.