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Home My WebLink About5.887 Original Contract '. 5.887 leadsonline.com . . ' , , ' 15660 N DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.3112656 AGENCY AGREEMENT This leadsOnline, Inc. AGENCY AGREEMENT ("Agreement"L dated, May 5, 2008, is made between Port Angeles, WA Police Department ("Principal"l and LeadsOnline LLC ("Provider"l. SCOPE OF AGREEMENT Provider operates and maintains at its web site a confidential database accessible electronically exclusively by law Enforcement Agencies for the sole purpose of identifying merchandise and/or persons suspected in crimes against property or in crimes against persons in which property is involved. Principal desires to utilize the electronic database at Provider's web site. Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows: 2.1 .. DEFINITIONS 1.1 "Authorized OHicials" means duly authorized law enforcement personnel of Principal. 1.2 "Data" includes the ticket number, item number, make, model, property description and serial number of merchandise sold to a Participant or used as loan collateral by a Participant, as well as the name and address of any customerlsl involved in the aforementioned transactions as required by law in Participant's jurisdiction. 1.3 "Law Enforcement Agency" means any municipal, county, state or federal government staffed and operated agency whose primary purpose is criminal investigation and/or law enforcement, as contemplated by the Gramm-leach-Bliley Act of 1999 (15 U.S.c. 96801, et seq., and 15 U.S.c. 9 6821, et seq.l (the "GlBA"I. "Law Enforcement Agencies" means two or more of such agencies. 1.4 "Participant" means any person or entity that purchases pre-owned personal property and/or uses personal property as loan collateral and furnishes Data relative thereto to Provider for inclusion at Provider's web site. II. ApPOINTMENT Subject to the terms of this Agreement, Principal hereby appoints Provider a~ its agent, as such term is utilized in the GlBA, for the sole purpose of collecting, maintaining and disseminating Data from Participants. This agency appointment is effective as of the registration date 6f Principal's initial user. ) Page 1 of 8 @ 2000.2007 LeadsOnlme, LLC. All rights reserved AA US 070107 leadsonline.com 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311 2656 Notwithstanding any limited agency relationship that exists pursuant to this agreement, Provider's relationship to Principal is that of an independent contractor such that Provider, its officers, employees and agents, shall not be entitled to any City benefits which Port Angeles provides to its employees III. AGREEMENTS AND RESPONSIBILITIES OF PRINCIPAL 3.1 Principal agrees that Principal's use of the Data displayed at Provider's web site will be for the sole purpose of identifying merchandise and/or persons suspected in crimes against property or in crimes against persons in which property is involved. 3.2 Principal agrees not to divulge Data or information obtained through Principal's access to Provider's web site to anyone other than Authorized Officials and persons with Principal's agency entitled to receive the Data or information pursuant to statute, rule or regulation, including specifically the GLBA Principal agrees not to access information from outside of Principal's jurisdiction from Provider's web site for purposes of gathering information for any third party, including private parties and other law enforcement agencies. 3.3 Principal agrees that passwords provided by Provider to Principal enabling Principal to utilize Provider's web site will be made known only to Authorized Officials of Principal and that only those Authorized Officials will be permitted to use the passwords or otherwise access the electronic database at Provider's web site. Principal's failure to strictly adhere to the terms of this Paragraph will result in the immediate termination of Principal's access to Provider's website. 3.4 Principal agrees not to use the Data or information displayed at Provider's web site for any unlawful purpose, or in any manner, which may create liability for Provider or Participants. Principal agrees its use of the Data or information contained at Provider's web site will not be other than as permitted by law or the rights duly granted to Principal in carrying out Principal's official duties. 3.5 Principal agrees to act in accordance with laws and procedures within Participant's jurisdiction, and agrees to notify the designated Law Enforcement Agency for Principal's jurisdiction prior to requesting additional information about Data, to place an item on hold status, or to confiscate an item found in a business outside of Principal's jurisdiction. 3.6 Principal agrees to submit accurate information, including but not limited to valid Principal case numbers for specific items and/or suspects as well as the identity of the Authorized Official, in conducting any search or use of Provider's web site. 3.7 Principal agrees it has no ownership rights to any password or user name that may be utilized by Principal pursuant to this Agreement. For security purposes, Principal agrees to change its password(sJ every 90 days. 3.8 Principal is responsible for insuring that Principal's hardware can connect to Provider's website via the Internet. 3.9 Principal is responsible for insuring compliance among businesses in Principal's jurisdiction. Principal agrees to not discourage entities that purchase pre-owned personal property and/or use personal property as loan collateral from becoming Participants, and to not discourage Participants from furnishing Data to Provider. Page 2 of 8 @ 2000-2007 LeadsOnllne, LLC All rights reserved AA US 070107 leadsonline.com ' 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800,311.2656 ~ IV. AGREEMENTS AND RESPONSIBILITIES OF PROVIDER 4.1 Provider agrees to operate and maintain an electronic database at its web site for the purpose of receiving and disseminating Data from Participants for the sole use of Law Enforcement Agencies. 4.2 Provider agrees to provide database features in accordance with Attachment 1/ A" attached to this Agreement. 4.3 Provider agrees to implement commercially reasonable efforts to maintain Principal's access to Provider's web site through Provider's server. However, from time to time, maintenance will be required to be performed, as well as developments and modifications to Provider's web site and on Provider's server. Principal acknowledges that Provider has no responsibility for the service or operation of the Internet, and that Provider makes no representations in this regard. Internet service is subject to limitations caused by local landlines, atmospheric or technical conditions and may be temporarily unavailable, limited, interrupted or curtailed. 4.4 Provider agrees to facilitate Principal's access to the Data by passwords and user names selected by Principal (within reasonable parameters established by ProviderL allowing Principal to search and retrieve Data for the sole purpose of identifying stolen merchandise and persons suspected of crimes involving property. 4.5 Provider agrees to provide Principal's designated Department Head with a monthly report detailing the usage of Provider's web site by Principal's Authorized Officials, which includes the number of searches by each Authorized Officia" property searched, names of suspects searched, along with Principal's case numbers associated with those searches. V. CONDITIONS FOR PRINCIPAL'S ACCESS AND USE OF PROVIDER'S WEB SITE 5.1 By entering into this Agreement, Principal represents it is a Law Enforcement Agency as that term is defined in Section I. Principal's appointment of Provider as agent is made in order to obtain information of a financial institution in connection with the performance of the official duties of Principa" as is contemplated by the GLBA. 5.2 Provider may modify or upgrade any aspect(sl of Provider's web site at any time without notice to Principal. 5.3 All Data is provided solely by Participants using Participant's proprietary operational software. Therefore, Provider cannot and does not represent or endorse the accuracy or reliability of the Data displayed through Provider's web site, nor the functionality of Participant's operational software. Principal acknowledges that any reliance by Principal or any Law Enforcement Agency upon any Data or other information displayed or distributed through Provider's web site shall be at Principal's sole risk. Upon notice by Participants or Law Enforcement Agencies, Provider reserves the right, in its sole discretion, to correct any errors or omissions in the Data contained in any portion of Provider's web site. 5.4 Provider reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request, or to edit, refuse to post or to remove any Data or information, in Page 3 of 8 @ 2000-2007 LeodsOnlme, LLC All rights reserved AA US 070107 leadsonline.com 15660 N. DAllAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311 2656 whole or in part, that in Provider's sole discretion is deemed to be in violation of local, state and/or federal law. VI. TERM 6.1 The initial term of the contract will be twelve (12) months. 6.2 This Agreement will become effective as of the date first set forth above and remain in effect for one year or until cancellation or termination by Provider or Principal as described below. 6.3 This Agreement will be automatically renewed for successive additional one-year terms unless Principal provides Provider written notice of cancellation at least (30) days prior to the expiration of the initial term or any renewal term thereafter. In the event of renewat Principal agrees to pay Provider an annual subscription fee for the renewal period within 30 days of invoice. 6.4 Provider may terminate this Agreement for convenience by providing (30) days written notice. In the event of termination, Provider must remit to Principal on a pro-rated basis that portion of the annual subscription fee paid by Principal from the date Provider terminates this Agreement for convenience until the end of the applicable one-year term. Principal may terminate this Agreement for convenience by providing (30) days written notice, provided such termination shall not relieve Principal of its payment obligations to Provider hereunder or entitle Principal to any refund of a prepaid annual subscription fee. 6.4 Provider may immediately and without notice, terminate this Agreement for cause, at Provider's sole option, if Principal: (a) fails to pay any annual subscription fee owed to Provider under this Agreement; (b) fails to perform in accordance with its responsibilities contained in Section III of this Agreement; (c) fails to perform any other obligation required of Principal under this Agreement; or (d) violates any laws, rules or regulations. If termination occurs, Provider shall be entitled to receive from Principal all amounts and charges owed under this Agreement, in addition to all other legal and equitable remedies then and there available under Washington law. 6.5 Provider's client support and training is available to Principal at no additional cost when performed by telephone or emai!. Principal may request Provider to travel to Principal's location for specialized training and support. These special services will be provided at agreed upon rates for time, materials, travel, lodging, and miscellaneous expenses. 6.6 Principal may immediately and without notice, terminate this Agreement, at Principal's sole option, if Provider: (a) fails to perform in accordance with its responsibilities to Principal contained in Section IV of this Agreement; (b) fails to perform any other obligation required of Provider under this Agreement; or (c) violates any laws, rules or regulations. If termination occurs, Provider shall remit to Principal on a pro-rated basis that portion of the annual subscription fee paid by Principal from the date Provider commits any breach described above until the end of the applicable one year term. VII. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 7.1 PROVIDER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF Page 4 of 8 @ 2000.2007 LeadsOnllne, LLC All rights reserved AA US 070107 leadsonline.com 15660 N. DALLAS PARKWAY, SUITE 800 DAllAS, TEXAS 75248 '972.361.0900 F 972.361.0901 IF 800.311 2656 LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PROVIDER'S WEB SITE AND PROVIDER'S SERVICES TO BE ACCESSED, USED OR DELIVERED PURSUANT TO THIS AGREEMENT. PROVIDER'S WEB SITE, INCLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH PROVIDER'S WEB SITE IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN PROVIDER'S WEB SITE OR ANY DATA, MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROVIDER'S WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER SHALL NOT BE LIABLE IN ANY MANNER OR IN ANY RESPECT FOR THE USE OF PROVIDER'S WEB SITE BY PRINCIPAL, INCLUDING, WITHOUT LIMITATION, FOR THE ABSENCE OR PRESENCE OF DATA OR CONTENT OR ANY ERRORS CONTAINED THEREIN. VIII. INDEMNIFICATION 8.1 Provider shall not be liable for any claims, damages and attorney fees arising from the negligent or illegal acts of Principal's employees arising out of or related to Principal's use of Provider's web site. Principal shall not be liable for any claims, damages and attorney fees arising from the negligent or illegal acts of Provider's employees arising out of or related to operation or use of Provider's website. If both Provider and Principal are liable for any claims, damages or attorney fees arising from the negligent or illegal acts of the employees of Provider and Principal under this Agreement, Provider and Principal shall be liable for the portion of the claims, damages and attorney fees that arise from the negligent or illegal acts of that party as determined by the court adjudicating the matter or as agreed in any settlement. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. IX. COPYRIGHT 9.1 Provider's web site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws. The contents of Provider's web site are only for the purpose described herein. All materials contained on Provider's web site are protected by copyright, and are owned or controlled by Provider or the party credited as the provider of the content. Principal will abide by any additional copyright notices, information, or restrictions contained in any content on Provider's web site. Page 5 of 8 @ 2000.2007 LeadsOnllne, LLC All rights reserved AA US 070107 leadsonline.com 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 f 972.361.0901 Tf 800 311 2656 x. MISCELLANEOUS 10.1 Provider may assign or delegate all or part of Provider's rights or duties under this Agreement without notice to Principal. Principal may not make any assignment of this Agreement without Provider's prior written consent, which will not be unreasonably withheld. 10.2 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless Provider or Principal deems the unenforceable provision to be essential to this Agreement, in which case Provider or Principal may terminate this Agreement, effective immediately upon notice to Principal or Provider. 10.3 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slow-downs. 10.4 This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state .or federal court located in the State of Washington. 10.5 This Agreement constitutes the entire agreement between the parties, and shall supersede all prior agreements and understandings, if any, between the parties respecting the subject matter hereof. PROVIDER PRINCIPAL LeadsO~ By: /~ ~ / Port Angeles Police Department BY:~ ~.f#'~_ Print Name: MI+/l., ~ RJ~u....A.J Print Name: David K. Finley Title: President & CEO Title: 'fY1'\) -0""1-. Date: Approved as to Form: 4:: fJlkty Date: ~;6.rt'8" Address: 321 E 5th St. ~/r)li I I Address: 15660 N. Dallas Pkwy., Suite 800 Dallas, Texas 75248 Port Angeles, WA 98362 Federal Tax I.D. # 42-1720332 Federal Tax I.D. # qt- (oDO~l1:J1.1:J Page 6 of 8 @ 2000-2007 LeadsOnllne, LLC All rights reserved AA US 070107 leadsonline.com 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311 2656 AGENCY AGREEMENT - Attachment I AI TOTAL TRACK SERVICE PACKAGE INCLUDES: ~ National Search Capability Transaction records from all Participants located in the Continental United States are available for investigative search. ~ 3 Years of Searchable Data 36 months of transaction records are available for investigative search. ~ NCIC Extract NClC Extract feature produces an electronic report of merchandise from transactions by Participants within Principal's jurisdiction to be sent via Principal's internal processes to the National Crime Information Center (NClC) for comparison to its database. ~ 50 Saved Searches Saved Searches feature automatically runs searches continuously at the discretion of Authorized Officials. ~ Up to SID's for Authorized OHicials Maximum number of Authorized Officers for whom individual accounts are established and access is granted upon registration by Authorized Officials and verification by Provider. ~ eBay First Responder System - 240 Search Units Ell Y' eBay First Responder System provides investigative search access to more than 500 million eBay listings, including seller and buyer contact information and history. ~ Hit Alerts to Email/Cell Hit Alerts provide notification to Authorized Officials via email and/or via an email-enabled cell phone when a new match ('hit') for a saved search is detected in the system. ~ Ticket Assistant Ticket Assistant provides for entry of Data from non-computerized pawn and secondhand stores into the LeadsOnline database. ~ Suspect Tag Suspect Tag facilitates inter-agency communication, enabling Authorized Officials to notify other agencies of suspect activity for sake of collaboration and avoidance of duplication of effort . Page 7 of 8 @ 2000.2007 LeadsOnlme, LLC All rights reserved AA US 070107 . ' leadsonline.com 15660 N. DALLAS PARKWAY. SUITE 800 DALLAS. TEXAS 75248 T 972.361.0900 F 972 361.0901 TF 800.311.2656 AGENCY AGREEMENT - Attachment 'B' PRICING Fir5t twelve (72) month period TOTALTRACK SERVICE PACKAGE: .$2.148 PAYMENT TERMS Payment is due upon execution of this Agreement. Page 8 of 8 @ 2000.2007 leadsOnhne, llC All rights reserved AA US 070107