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HomeMy WebLinkAboutItem 04 Approval to Enter into a 30-Day Trial Period with Software Company FususOne 4kr ocoee florida AGENDA ITEM COVER SHEET Meeting Date: November 17, 2020 Item # 04 Reviewed By: ` Contact Name: Deputy Chief Department Director: Chief Charle- 'i o Vincent Ogburn /4riit. Contact Number: X3038 City Manager: Robert Frank Subject: Approval to enter into a 30-day trial period agreement with FususOne to provide the Police Department with aplatform to view Real Time'Crime Video. Background Summary: The City of Ocoee Police Department desires to enter into a 30-day trial period agreement with FususOne to provide the Police Department with Real Time Crime video and a platform to expedite intelligence gathering and efficiency of response to situations as they unfold throughout the community. This platform is tied to a community-facing website portal for video camera registry allowing officers a tool for identifying the location of cameras in proximity to incidents as well as a means for efficient outreach by officers to collect recorded video and image files from camera owners both public and private. During this trial period FususOne will provide and configure up to five (5) FususCore appliances to support up to thirty (30) cameras per core and the necessary FususOPS app licenses, for a thirty (30) day trial. They will provide full project management, setup and training for FususOne and FususOPS, provide necessary project management and implementation services for video feeds to be configured for the FususONE application, and the integration of the City's Dispatch software. Issue: Should the Honorable Mayor and Board of City Commissioners authorize the City to enter into an agreement with FususOne, to provide the Police Department with Real Time Crime video? Recommendations: It is staff recommendation that the Honorable Mayor and Board of Commissioners authorize the City to enter into an agreement with FususOne, to provide the Police Department with Real Time Crime video. Attachments: FususOne Agreement Financial Impact: This is a no cost trial period. Type of Item: (please mark with an "x') Public Hearing For Clerk's Dept Use: Ordinance First Reading )(' Consent:Agenda Ordinance Second Reading Public Hearing Resolution Re_gularAgenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Scott Cookson N/A Reviewed by Finance Dept. N/A Reviewed by N/A 2 fuses October 12, 2020 Charles Brown Chief of Police Ocoee Police Department 646 Ocoee Commerce Parkway Ocoee, FL 34761 Dear Chief Brown, Fusus is honored that the Ocoee Police Department is considering our organization to support its community safety initiatives by providing a platform to view both public and community video sources for incident situational awareness and investigations. FususONE will provide the Ocoee Police Department with a Real Time Crime video, dispatch, and loT fusion platform to expedite intelligence gathering and efficiency of response to situations as they unfold throughout the community. Further, the platform is tied to a community-facing website portal for video camera registry allowing officers a tool for identifying the location of cameras in proximity to incidents, as well as a means for efficient outreach by officers to collect recorded video and image files from camera owners both public and private. Upon execution of this agreement, the project will initiate and consist of two phases. Phase 1 will begin with the integration of video including up to five (5) community locations, the Department's video assets, and integration to the Department's Computer Aided Dispatch system for thirty(30)days. At the conclusion of the thirty(30) days, and with the Department's approval, the balance of ten (10) locations will commence. 1. System Deliverables to the Ocoee Police Department: Phase 1: (No Cost Trial Period) a. Provide, configure, and installation of up to five (5)fususCORE appliances to support up to thirty(30) cameras per Core and necessary fususOPS app licenses, for a thirty (30) day trial b. Provide full project management, setup and training for fususONE and fususOPS c. Provide necessary project management and implementation services for video feeds to be configured for the fususONE application d. Integration of the City's Dispatch Software Phase 2: a. Provide and install access to all then-current and planned video feeds into fususONE (up to 500 feeds)with a Marquee Customer Discount of(-$60,000) if the contract is executed by 11/30/2020 for a period of three (3)Years for: $135,000 b. Period of Subscription: 3 Years c. Provide full project management, setup, and training for fususONE and fususOPS www.fusus.com 5550 Triangle Parkway,Ste 385, Peachtree Corners,GA 30092 USA (844)226-9226 d. Provide necessary project management and implementation services for video feeds to be configured for fususONE application e. Provide a full solution warranty for the life of the agreement f. Provide Phone (Tier 2)and onsite (Tier 3)technical support g. Support for Mutual Aid with existing and future County and Local Agency Subscribers h. Provision of ten (10) COREs at no cost, fora total of fifteen (15) COREs i. The quote (Attachment A—Quotation 20620) provides details on the fususONE Software price and part number. 2. Payment Terms: a. Payment 1: Paid Upon Conclusion of Phase 1 $22,500 b. Payment 2: Paid Upon Conclusion of Phase 2 $22,500 c. Payment 3: Paid Upon Anniversary of Contract Signing (Year 2) $45,000 d. Payment 4: Paid Upon Anniversary of Contract Signing (Year 3) $45,000 3. Statement of Work: The following capabilities will be delivered to the Ocoee Police Department as part of this agreement. Fusus will: a. fususONE: Setup and implement Ocoee Police Department users, provide access to, and training on the fUsusONE enterprise data fusion and map-based situational awareness platform with up to 500 simultaneous video sources and unlimited Fusus app (location/CAD) data sources throughout the City b. fususCORE: Provision at the discretion of Fusus network engineers, and on behalf of the Ocoee Police Department, fususCORE(s)for live video sharing through fususONE. c. fususREGISTRY: Fusus will create a custom website portal for the Department where empowered users can easily identify the location of privately-owned surveillance cameras along with the owner's contact information and share recorded video with Department investigators to assist in investigations. d. fususVAULT: The Department's fususONE subscription includes the investigator portal, fususVAULT, for secure request and receipt by investigators of fususREGISTRY user- owned videos to assist with secure data collection in support of its investigations. e. fususOPS: The Department will have the ability to deploy the fususOPS smart-phone app for live video sharing from the field, viewing of video and to setup and transmit the location of teams for special events and critical incident management. f. Subscription Price: $45,000/year(including a -$20,000 per year Marquee Customer Discount) g. Period of Subscription: 3 Years h. Standard Terms and Conditions of the Service are included (Attachment B). Note: Additional CORE Light/Pro Appliances can be purchased for$300/$600 each, respectively. 4. Bill of Materials Included with the Service: As part of the annual subscription price, each system will include the following: fususONE SaaS with unlimited video alerts, access, and video download. fususCORE warranty and technical support for the life of the agreement. www.fusus.com 5550 Triangle Parkway,Ste 385, Peachtree Corners, GA 30092 USA (844)226-9226 Subscription to fususONE comes with the following: a. Unlimited Users to the fususONE—Real-Time Crime Center in the Cloud (RTC3) b. Unlimited Access to the fususONE Dashboard for Ocoee Police Department designated users c. Unlimited fususOPS user licenses d. Setup of floor plans for locations provided by Ocoee Police Department in fususONE e. Integration with the Department's CAD System f. Installation and Technical Phone Support g. Full Warranty on all CORE devices, and system software h. Live U.S.-Based Phone Technical Support for the Life of the Agreement 5. Fusus Technical Requirements: a. Camera live-sharing compatibility will be assessed for each location prior to CORE delivery b. The Department will designate a primary POC for the deployment of fususONE. c. CORE deployed locations will be required to provide a minimum network speed of.5mb/s per viewed camera for live video sharing through the system. 6. Termination for Convenience: The Termination for Convenience Clause Asserts that the customer may, at its sole discretion, terminate the agreement with 30 days of notice to Fusus. Services will be reimbursed on a pro- rated basis from the last day of the term through the remainder of the agreement. The cost of any unreturned or unserviceable fususCORE(s)will be deducted from the refund due on a $600/CORE Pro$300/CORE Light basis. • We are privileged to work with you on this project. Should you have any questions, at any time, please feel free to call (770)500-2494 or email me at crl@fusus.com. Respectfully, Christopher Lindenau Chief Executive Officer Approved (Signature): By(Print Name/Title): www.fusus.com 5550 Triangle Parkway,Ste 385, Peachtree Corners,GA 30092 USA (844)226-9226 Sales Quote USUS Created Date October 12 2020 Quote Number 20630 Account Name Ocoee Police Department Expiration Date November 30, 2020 5550 Triangle Parkway NW Prepared By Rachel Miller Suite 385 Manager Rich Ring Peachtree Corners, GA 30092 (844) 226-9226 Bill To Name Ship To Name Ocoee Police Department Ocoee Police Department 646 Ocoee Commerce Parkway 646 Ocoee Commerce Parkway Ocoee, FL 34761 Ocoee, FL 34761 Product Line Item Description Qty Sales Price Total Price FususONE SaaS-SaaS for up to 1,000 data points, FUSE-S-1-1002 including up to 500 simultaneous public/ private 1 $195,000 $195,000 video feeds, and fususONE- 1 Year Marquee Customer Discount (Must Sign by Discount 11/30/2020) 1 ($60,000) ($60,000) Total Price $135,000 fusus REAL-TIME CRIME CENTER A D Integration Services ✓ ✓ •or Plan Integration ✓ ✓ pport for Fixed IP Surveillance Cameras ✓ ✓ pport for Doorbell Cameras ✓ ✓ .lestration (Video Graphic Markup) X ✓ tegrate with Gunfire Detection ✓ tegrate with License Plate Recognition ✓ pport for UAV, Robot& Helicopter Video X tegrate with Access Control Systems X tegrate with Burglar Alarm Systems S Integration Services X ificial Intelligence ,PF VIDEO ?".'TGRATION rtal Number of Managed Data Points, Incl.Video 300 1,000 3,000 aximum Simultaneous Video Feeds 150 500 1,500 definite Cloud Storage Enabled 1TB 3TB 10TB chided COREs/Locations with Setup 5 15 45 .ditional Cost per CORE (Standard/Recording Buffer) $300/$600 $300/$600 $300/$600 INTFr rz r,r'' susOPS iOS&Android App Users Up to 30 Up to 100 Up to 1,000 susOPS Incident Based Video Access pport for iOS and Android Cell Phone Video susALERT ergency Chat 0 INVESTIGATIONS susTIPS susVAULT 'mriaviJNITY TOOLS susREGISTRY X OU Creation X ess Release X :nd-Out Cards omotional Poster troductory Video 'tonal Video SUPPORT �x7 Technical Support -Site Support or Training $1,500/Day $1,500/Day $1,500/Day immunity Engagement nnual Subscription Price $25,000 $65,000 $100,000 • Fusus Terms of Service Terms and Conditions Governing a Subscriber's Use of the Fusus Software,and all Fusus Solutions and Services Provided via the Software, including but not limited to the FUsusONE, FususREGISTRY, FususOPS, FususALERT, FususCORE,and FususVault product offerings. Introduction: a.Subscribers to the Terms. The following Terms of Service Agreement(the"Terms"or the"Agreement") is a binding agreement between Fusus LLC("Fusus")and you,a user of the Fusus Software ("Software")and/or a Subscriber to the FususONE Real Time Interoperability Solution ("Solution"),as presented in the accompanying Offer Letter,which You agree to,either as an individual of at least eighteen years of age,or as an organizational entity,or as an associational entity,in accordance with your status and existence("You"or"Subscriber").These Terms govern Your use of the Fusus Software,the Solution, and all other solutions,services and networks owned or controlled by Fusus(all of which are included in the definition of"Content"provided in Section 1 below), which are provided to You via the Software.When You accessed this Software,and/or when You registered Your account on the Software("Account") and/or when You clicked the"AGREED" box on the Software login page,You acknowledged Your understanding of these Terms and Your voluntary consent to be bound by these Terms. (1) Individual Subscribers. If You are an individual,You hereby represent and warrant to Fusus that You are at least eighteen (18)years of age or and otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the Terms. (2) Entity Subscribers. If You are going to use the Solution on behalf of a public entity, business entity,corporate entity,organizational entity,or associational entity,You hereby represent to Fusus that You have the authority to bind that entity to these Terms as the Subscriber,and Your acceptance of these Terms will be treated as acceptance by that public, business,corporate,organizational,or associational entity as the Subscriber. In that event,You acknowledge and understand that"You"and"Your"will refer to that public, business, corporate, organizational,or associational entity as the Subscriber,which Subscriber is bound to these Terms,along with all officers,directors,employees,contractors,agents,or volunteers in and under Subscriber's control and/or supervision,who are also bound to these Terms. b. Updates to the Terms. When using the Software,the Solution, and/or any others solutions and/or services provided by Fusus via the Software,You will be subject to any updates and revisions to these Terms. Fusus reserves the right, at Fusus's sole discretion and without prior notice to You,to update,amend,change,modify,add,or remove portions of these Terms at any time by posting the updated Terms ("Updates"). Unless otherwise stated in Updated 09182020 writing by Fusus,all Updates shall be effective immediately upon posting on the Software,and Your continued use of the Fusus Software after the posting of any Updates to these Terms constitutes Your binding acceptance of such changes.You acknowledge and agree that it is Your responsibility to ensure that You are current and up-to-date in Your understanding of and compliance with these Terms, notwithstanding whether or not Fusus has posted any notice of Updates to these Terms on the Software,and you acknowledge, understand,and agree that You must periodically check these Terms for Updates.Additional posted policies,guidelines or rules applicable to specific services and features, may be posted from time to time("Policies").All such Policies are hereby incorporated by reference into these Terms. In the case of any inconsistency between these Terms and any other document that has been incorporated by reference herein, these Terms shall control. 1. CONTENT. A. Content Defined. The Software contains the Solution and may contain other solutions and products and services,as well as a variety of materials and other items relating to the Solution and to Fusus's other products and services,and similar items from our licensors and other third parties, including all layout, information,text,data,files, images,scripts,designs,graphics, button icons, instructions, illustrations, photographs,audio clips, music, sounds,pictures,videos,advertising copy,URLs,technology,software,interactive features,the"look and feel"of the Software and of the Solution,and the compilation, assembly,and arrangement of the materials of the Software and any and all copyrightable material (including source and object code),trademarks, logos,trade names,service marks, company names, and trade identities of various parties, including those owned by Fusus and those owned by third parties and licensed to Fusus for use on the Software(collectively, "Trademarks"), and other forms of intellectual property included in the Software, in the Solution,and/or in any other product or solution or service provided by Fusus.All of the foregoing, including the Solution and any other solutions, products,and/or services provided by Fusus through the Software is defined and referred to collectively in these Terms as "Content". B. Ownership. The Software(including any past, present,and future versions)and the Content are owned by Fusus or controlled by Fusus through licenses granted to Fusus by its licensors.All right,title,and interest in and to the Content available via the Software is the property of Fusus or of our licensors,and is protected by U.S.federal copyright,trademark, patent,and trade secrets laws and by other federal and state intellectual property,and unfair competition laws. In addition to Fusus's copyright ownership of the Content, Fusus owns a copyright in the selection,compilation, assembly,arrangement,and enhancement of the Content on the Software. "Intellectual Property Rights," as used in these Terms, means any and all rights belonging to Fusus and existing under patent law,copyright law,semiconductor chip protection law,trade secret law,trademark law,unfair competition law,publicity rights law, privacy rights law,and any and all other proprietary rights,and any and all applications, renewals,extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property,which includes, but is not limited to, patentable inventions, ideas,and processes, trade secrets,trademarks,trade names,copyrightable works,and any confidential information.As between You and Fusus, Fusus retains all its respective titles, interests,and ownership in the Software and the Content, and You understand and acknowledge that neither You nor any other Subscriber acquires any ownership in any Intellectual Property Rights regarding the Software or the Content under these Terms. Updated 09182020 C. Limited License Granted to You. Subject to Your strict and ongoing compliance with Your Subscription Agreement and with these Terms, Fusus grants You a limited, non-exclusive, revocable, non-assignable,and non-transferable license to use the Software and the Solution (the"Limited License").The foregoing Limited License does not give You any ownership of,or any other intellectual property interest in,any Content(including, but not limited to,the Solution),and Fusus reserves the right to suspend or terminate,at any time and for any reason,Your Limited License without any advance notice to You,and without any liability.This Agreement and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Software. No right or license may be construed, under any legal theory, by implication,estoppel, industry custom,or otherwise.All rights not expressly granted to You are reserved by Fusus.Any unauthorized use of any Content or the Software for any purpose is strictly prohibited. 2. SUBSCRIBER-GENERATED CONTENT: CONTENT YOU SUBMIT. A.Your Ownership of Subscriber-Generated Content. Fusus may provide a Subscriber the opportunity to post, upload,display, publish,distribute,transmit, broadcast, or otherwise make available on or submit through the Software(collectively, "submit") messages,text, illustrations,files, images,graphics, photos, comments,sounds, music,videos, information, content, ratings, reviews,data,questions,suggestions, personally identifiable information,or other information or materials created by a Subscriber(collectively, "Subscriber-Generated Content").Subject to the rights and license You grant to Fusus under these Terms(see below),You retain whatever legally cognizable right,title,and interest that You have in Your Subscriber-Generated Content.You understand and acknowledge that Fusus has no obligation to monitor or enforce Your intellectual property rights to Your Subscriber-Generated Content. (hereinafter, "PII"). B. Fusus's Enforcement Rights in Subscriber-Generated Content. You grant Fusus the exclusive right to protect and enforce its licensed rights to Your Subscriber-Generated Content while it is posted on the Software, including the right to bring and control enforcement actions in Your name and on Your behalf at Fusus's cost and expense. C.Your Representations and Warranties and Your Indemnification Obligations for Your Subscriber-Generated Content. Each time You submit any Subscriber-Generated Content,You represent and warrant that You are the sole author and owner of the intellectual property and other rights to the Subscriber-Generated Content,or You have a lawful right to submit the Subscriber-Generated Content. 3. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT. A. DMCA Notice for Copyright Infringement. Updated 09182020 Fusus will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act("DMCA"),as set forth below. If You own a copyright in a work(or represent such a copyright owner)and believe that the copyright in that work has been infringed by an improper posting of it as part of Subscriber-Generated Content on the Software,then You may send us a written notice that includes all of the following: (1) a subject line that says:"DMCA Copyright Infringement Notice";and (2) a description of the copyrighted work that You claim has been infringed or,if multiple copyrighted works are covered by a single notification, a representative list of such works; and (3) a description of the location of the infringing material on the Software; and (4) Your full name,address,telephone number,and e-mail address; and (5) a statement by You that You have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner; and (6) a statement by You, made under penalty of perjury,that all the information in Your notice is accurate,and that You are the copyright owner(or, if You are not the copyright owner,then Your statement must indicate that You are authorized to act on the behalf of the owner); and, (7)Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email),the characters"//s//"followed by Your full typed name,which will serve as Your electronic signature. Fusus may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements,and Fusus may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. Fusus will only respond to DMCA Notices that it receives by mail or e-mail at the addresses below: By Mail: Fusus ATTN: DMCA Notice 5550 Triangle Pky,Suite 385 Peachtree Corners,GA 30092 By E-Mail: support@FUsus.com Updated 09182020 We may send the information that You provide in Your DMCA Notice to the person who provided the allegedly infringing work.That person may elect to send us a DMCA Counter-Notification. Without limiting Fusus's other rights, Fusus may, in appropriate circumstances,terminate a repeat infringer's access to the Software and any other Software owned or operated by Fusus. B. DMCA Counter-Notification regarding Copyright Infringement. If access on the Software to a work that You submitted to Fusus is disabled or the work is removed as a result of a DMCA Notice,and if You believe that the disabled access or removal is the result of mistake or misidentification,then You may send us a DMCA Counter-Notification to the addresses above.Your DMCA Counter-Notification should contain the following information: (1) a subject line that says: "DMCA Counter-Notification"; and (2) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared on the Software before it was removed or disabled;and (3) a statement made under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (4)Your full name,address,telephone number,e-mail address,and the username of Your Account;and (5) a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located (or,if the address is located outside the U.S.A.,to the jurisdiction of the United States District Court for the District of Georgia),and that You will accept service of process from the person who provided DMCA notification to us or an agent of such person; and (6)Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email),the characters"//s//"followed by Your full typed name,which will serve as Your electronic signature. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. If we receive a DMCA Counter-Notification,then we may replace the material that we removed(or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification. However,we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Software.You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice. C. Reporting Infringement of Other Intellectual Property. If You own intellectual property other than a copyright and believe that Your intellectual property has been infringed by an improper posting or distribution of it on the Software,then You may send Fusus a written notice to one of the addresses set forth in Section 4.A.above that includes all of the following: (1) a subject line that says: "Intellectual Property Infringement Notice"; and (2) a description of the intellectual property that You claim has been infringed,or a list of the intellectual property if multiple works have been infringed; and Updated 09182020 (3) a description of the location of the infringing material on the Software; and (4) Your full name,address,telephone number,and e-mail address; and (5) a statement by You that You have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the owner; and (6) a statement by You,made under penalty of perjury,that all the information in Your notice is accurate,and that You are the owner(or, if You are not the owner,then Your statement must indicate that You are authorized to act on the behalf of the owner); and, (7) Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email),the characters"//s//"followed by Your full typed name,which will serve as Your electronic signature. Fusus will act on such notices in its sole discretion.Any User of the Software that fails to respond satisfactorily to Fusus with regard to any such notice is subject to suspension or termination.We may send the information that You provide in Your notice to the person who provided the allegedly infringing material. 4. YOUR ACCOUNT AT FUSUS. A. Registration. To access the Solution through the Software,You not only must execute a Subscription Agreement, but also You must become a registered user of the Software by establishing an Account.The Software's practices governing any resulting collection and use of Your personal information in Your Account are disclosed in its Privacy Policy. B. Usernames and Passwords. If You register for any feature of the Software that requires a password and/or username,such as the Solution, then You will select Your own password at the time of registration (or we may send You an email notification with a randomly generated initial password)and You agree to the following: (1)You will not use a username(or e-mail address)that is already being used by someone else,that may impersonate another person,that belongs to another person,that violates the intellectual property or other right of any person or entity,or that is offensive (Fusus may reject the use of any password, username,or email address for any reason in our sole discretion); and (2) You will provide accurate,current,and complete registration information about Yourself in connection with the registration process and,as permitted,to maintain and update it continuously and promptly to keep it accurate,current, and complete for as long as You use the features to which the registration relates;and (3) You are solely responsible for all activities that occur on the Software under Your Account, password,and username,whether or not You authorize the activity(except to the extent that any activity occurs due to unauthorized use of Your password and username by another person or entity),and,accordingly,if You are an entity Subscriber,You are solely responsible for the actions of all persons subject to Your control and/or supervision who access the Software and the Content through Your subscription; and (4) You are solely responsible for maintaining the confidentiality of Your password and for restricting access to Your computers, phones, pads,tablets, or other Internet Access Devices,so that unauthorized personsmay not access any password protected portion of the Software using Your name, username,or password;and (5) You will immediately notify Fusus of any unauthorized use of Your Account, password,or username,or any other breach of security; and Updated 09182020 (6) You will not sell,transfer,or assign Your Account or any Account rights. Fusus shall have no liability for any loss or damage(of any kind and under any legal theory)to You or any third party arising from Your inability or failure for any reason to comply with any of the foregoing security obligations. C.Termination in the Event of Non-appropriation. If You are a public entity and do not appropriate funds for this agreement,then this agreement and all Your obligations terminate. A refund will be provided for any unused portion of the paid subscription,after the 30 day notice period through the remainder of the term. D. Software Access Charges. Fusus reserves the right, upon reasonable notice,to charge for access to some or all of the Software, charge for access to premium functionality or Content on some or all of the Software,or require a subscription or registration to access some or all of the Software. Fusus further retains the right to change the terms and conditions for accessing the Software or portions of the Software;and the right to restrict access to the Software or portions of the Software, in whole or in part, based on any lawful eligibility requirements Fusus may elect to impose(e.g.,geographic or demographic limitations). Fusus may modify, revalue,or make the registration free at its sole discretion without advance notice or liability. E. Your Use of an Internet Access Device and Third-Party Components. You understand and agree that Your use of any Internet Access Device and/or all third-party hardware, software,services,telecommunication services(including Internet connectivity),or other items used by You to access the Software("Third-Party Components")are the sole and exclusive responsibility of You,including all costs of Your use of such Third-Party Components,and that Fusus has no responsibility for such third- party components,services, or Your relationships with such third parties.You agree that You shall at all times comply with the lawful terms and conditions of Your agreements with such third parties. Fusus does not represent or warrant that the Software and the Content are compatible with any specific third-party hardware or software or any other Third-Party Components.You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Software. F. Wireless Features. The Software may offer certain features and services that are available to You via Your wireless Internet Access Device.These features and services may include the ability to access the Software's features and upload content to the Software,receive messages from the Software,and download applications to Your wireless Internet Access Device (collectively, "Wireless Features").Standard messaging,data,and other fees may be charged by Your carrier to participate in Wireless Features. Fees and charges may appear on Your wireless bill or be deducted from Your pre-paid balance.Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with Your carrier or wireless Internet Access Device.You should check with Your carrier to find out what plans are available and how much they cost.Contact Your carrier Updated,09182020 directly with questions regarding these issues.You understand and acknowledge that Fusus has no responsibility or liability for Your ability or inability to access or take advantage of any Wireless Features due to Your carrier,Your phone service plan,Your Internet Access Device,or any other Third-Party Component. G.Customer Service. Fusus will respond to consumer service requests and other similar inquiries if properly communicated to Fusus. 5. YOUR GENERAL REPRESENTATIONS AND WARRANTIES. You represent and warrant the following in respect of this Agreement: A.You have the necessary authority to enter into this Agreement; and B. If You are an individual,You are over the age of eighteen; and C. You shall cooperate with all of the instructions, rules,and procedures that apply to Your Fusus Account; D. You have provided and will continue to provide true,accurate,current,and complete Account registration information; and E. You will respect and abide by all of Your obligations under this Agreement,and You will perform Your obligations under this Agreement diligently; and F. If You are an entity Subscriber,You will monitor and closely supervise all of the persons under Your employment, including all officers,directors,employees,contractors,agents,and legal representatives who access the Software and the Content through Your subscription to ensure their compliance with these Terms,and You understand,acknowledge,and agree that You are entirely responsible for such compliance by all persons subject to Your control and/or supervision;and G. You will comply with all laws and regulations applicable to this Agreement and to the Software and Content, include all laws regarding personal rights of privacy and publicity. 6. GENERAL PROVISIONS. A.Severability and Interpretation. If any provision of this Agreement,is for any reason deemed invalid, unlawful,void,or unenforceable by a court of competent jurisdiction,then that provision will be deemed severable from this Agreement,and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement, Updated 09182020 which will remain in full force and effect. B. Communications. Whenever You communicate with Fusus electronically,such as via e-mail,You consent to receive communications from Fusus electronically. Please note that,except as set forth in the provisions of this Agreement regarding the DMCA, Fusus is obligated to respond to inquiries that it receives. C.Assignment. Fusus may assign its rights and obligations under this Agreement, in whole or in part,to any party at any time without any notice.This Agreement may not be assigned by You, and You may not delegate Your duties under these Terms,without the prior written consent of an officer of Fusus. D.No Waiver. Except as expressly set forth in this Agreement, no failure or delay by You or Fusus in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy. E. No Partnership or Joint Venture. Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership,joint venture,franchise or agency relationship between You and Fusus. F. Complete Agreement. This Agreement contains Your entire understanding with Fusus with respect to the subject matter and supersedes any and all prior oral or written proposals or understanding. Updated 09182020