END USER LICENSE AGREEMENT
Law Enforcement Support Services, Inc., d/b/a Secure Warrant (hereinafter “SECURE WARRANT”), is a statutory closely held corporation of the State of Montana, that is engaged in the business of developing computer software (hereinafter “SOFTWARE”) for the exclusive use of duly sworn law enforcement officers, law enforcement agencies, prosecutors, and judges. The end user (“hereinafter “USER”) means the individual or entity that is licensed or authorized to use the SOFTWARE under the terms of this End User License Agreement (hereinafter “EULA”).
By using the SOFTWARE: (1) the USER warrants that they are a duly sworn law enforcement officer, authorized member of a law enforcement agency, prosecutor, or judge, and that they are operating within the legal and jurisdictional limitations of their office; (2) the USER agrees to each and every term contained in this EULA unless otherwise agreed in accord with § 30, below.
1. LICENSE: SECURE WARRANT hereby grants to the USER a limited, terminable, nonexclusive, and non-assignable license to use the SOFTWARE in connection with law enforcement activities. No right or license is being conveyed to the USER to use the SOFTWARE for any other purpose. The USER acknowledges that the SOFTWARE is provided under license, and not sold, to the USER, and that the USER acquires no ownership interest in the SOFTWARE, or rights other than those granted under the terms, conditions and restrictions of this EULA.
2. TERM: Unless otherwise agreed by SECURE WARRANT in writing, the terms of this EULA, and as revised from time to time, shall exist in perpetuity.
3. CONFIDENTIALITY: The USER recognizes that the SOFTWARE is the proprietary and confidential property of SECURE WARRANT. The USER further agrees to take all reasonable precautions to protect and preserve the confidentiality of the SOFTWARE.
4. COMPENSATION: In consideration for the license granted herein, all judges and prosecutors may use the SOFTWARE without cost subject to the terms of this EULA. In consideration for the license granted herein, all duly sworn law enforcement officers and authorized members of a law enforcement agency may use the SOFTWARE in accord with the fees and costs established in a separate written Software License Agreement.
5. LOGIN CREDENTIALS: The USER shall be responsible for keeping user account login credentials (username and password) confidential and shall not share them with unauthorized users. If the USER discloses login credentials to an unauthorized user, the USER is solely responsible for any use, disclosure, additions, deletions and modifications of the SOFTWARE, or any end user data, and the damages that may arise therefrom. In addition, if the disclosure results in a third-party acquiring the source code or other confidential and proprietary information owned by SECURE WARRANT, the USER shall be liable to SECURE WARRANT for all damages arising therefrom. In the event of such a disclosure, inadvertent or otherwise, the USER shall immediately notify SECURE WARRANT of the disclosure and shall cooperate with SECURE WARRANT to rectify the same. SECURE WARRANT shall not disclose login credentials to third parties.
6. TRANSFER: The USER may not rent, lease, lend, sell, redistribute, or sublicense the SOFTWARE. The USER assumes responsibility that its employees shall be similarly prohibited. The provisions of this clause are perpetual and shall survive termination of the EULA and any Software License Agreement.
7. REVERSE ENGINEERING: The USER may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the SOFTWARE. The USER assumes responsibility and warrants that its employees shall be similarly prohibited. The provisions of this clause are perpetual and shall survive termination of this EULA and any Software License Agreement.
8. WARRANTIES: All electronic information located at https://securewarrant.com and the SOFTWARE is provided “as is” without representation or warranty of any kind, including as to suitability, reliability, applicability, merchantability, fitness, non-infringement, result, outcome, or any other matter. SECURE WARRANT does not warrant that such information is or will always be up-to-date, complete, or accurate. Any representation or warranty that might be otherwise implied is expressly disclaimed. The SOFTWARE is provided to the USER “as is” and “as available.” SECURE WARRANT does not guarantee or warrant continuous, uninterrupted or secure access to the Software. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USER also acknowledges that every business decision involves an assumption of risk and that SECURE WARRANT does not and will not, in furnishing the SOFTWARE and related service to USER, underwrite that risk in any manner whatsoever. USER therefore agrees that SECURE WARRANT shall not be liable for any loss, damage or injury caused in whole or in part by SECURE WARRANT’s negligence in procuring, compiling, interpreting or delivering the SOFTWARE and related service.
9. REMEDY: In the event of a claim by the USER under the warranty identified in § 8, SECURE WARRANT shall have the option to either repair or replace the SOFTWARE. In the event that SECURE WARRANT is unable to repair or replace the SOFTWARE within a reasonable period of time, the USER’s sole recourse shall be to terminate the EULA and SECURE WARRANT’s sole obligation shall be to return any fees paid by the USER for that calendar year. In no event shall SECURE WARRANT be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this EULA.
10. IMPROVEMENTS: Any improvements or modifications made by SECURE WARRANT to the SOFTWARE shall be promptly provided to the USER and shall be automatically included in the Software License Agreement. SECURE WARRANT may from time to time in its sole discretion develop and provide SOFTWARE updates, which may include upgrades, bug fixes, patches and other error corrections or new features. Updates may also modify or delete entirely certain features and functionality. The USER agrees that SECURE WARRANT has no obligation to provide any updates or to continue to provide or enable any particular features or functionality; provided, however, that the discontinuance, removal or disengagement of any service, feature or function deemed by the USER to be essential shall be grounds for termination of this agreement by the USER.
11. TERMINATION: This EULA and the license granted hereunder will commence upon the use of the SOFTWARE and shall continue until terminated by either party in accordance with the provisions contained herein. In addition, SECURE WARRANT will have the right to terminate this EULA and the license granted herein immediately upon the USER’s failure to comply with any of the material terms and conditions of this EULA.
12. CRIMINAL JUSTICE INFORMATION: The USER warrants to SECURE WARRANT, that it is a criminal justice USER as defined by § 44-5-103(7), MCA, and that it is permitted to collect, process, and preserve criminal justice information pursuant to § 44-5-201, MCA. The USER agrees that its use of the SOFTWARE shall be in accordance with § 44-5-101 et seq., MCA. SECURE WARRANT agrees that it shall maintain criminal justice information system security in accordance with § 44-5-401, MCA. USER represents and warrants that it will only use the SOFTWARE and related services for lawful purposes.
13. LIMITED INDEMNITY: SECURE WARRANT and the USER recognize and acknowledge that a criminal defendant who is the subject of a warrant procured or arising from USER’s use of the SOFTWARE, or related services, could subpoena SECURE WARRANT’s records and officers, and that responding to such a subpoena would cause SECURE WARRANT to suffer significant financial hardship. In recognition and acknowledgment of this potential risk and financial hardship, the parties recognize and acknowledge that part of the consideration for use of the SOFTWARE and related services provided, and in addition to the present cost as set forth on Schedule A, is that USER shall have a duty to defend and indemnify the fees, costs and expenses that SECURE WARRANT, incurs in responding to such a subpoena.
14. LEGAL ADVICE: The USER acknowledges that all communication of information to or from SECURE WARRANT, or to or from or relating to the use of the SOFTWARE, shall not constitute the practice of law as defined by § 37-61-201, MCA. No communication shall constitute or create an attorney-client relationship. No communication shall constitute solicitation or legal advice.
15. ASSIGNABILITY: The license granted hereunder is personal to the USER and may not be assigned by any act of the USER or by operation of law, unless made in connection with a transfer of substantially all the assets of USER or with the written consent of SECURE WARRANT.
16. COPYRIGHT/TRADEMARK: Unless otherwise noted, all materials, including but not limited to images, illustrations, designs, icons, photographs, video clips, software, software codes, algorithms, data, and written and other materials that are part of any website maintained, owned, or operated by SECURE WARRANT, are protected under copyright laws and are the trademarks and/or other intellectual property owned, controlled or licensed by SECURE WARRANT.
17. MONITORING: The USER acknowledges that SECURE WARRANT may monitor use of the SOFTWARE for all lawful purposes, including to ensure that the USER is authorized, for management of the system, to facilitate protection against unauthorized access, and to verify security procedures, survivability and operational security. Monitoring includes active attacks by authorized entities to test or verify the security of the SOFTWARE. During monitoring, information (with the exception of confidential criminal justice information) may be examined, recorded, copied, and used for authorized purposes. All information, including personal information, placed on or sent over SOFTWARE may be monitored.
18. UNAUTHORIZED USE: Unauthorized use may subject the USER to criminal and/or civil liability. Evidence of unauthorized use collected during monitoring may be used for administrative, civil, criminal, or other adverse action.
19. OPEN SOURCE: The USER acknowledges that the SOFTWARE may include components (including programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model.
NOTICE TO U.S. GOVERNMENT END USERS: The SOFTWARE is considered “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the SOFTWARE and accompanying Documentation by the United States Government will be governed solely by this EULA and will be prohibited except to the extent expressly permitted by this EULA.
21. CHOICE OF LAW/VENUE: This EULA shall be governed and interpreted by the laws of the State of Montana. Unless otherwise agreed by SECURE WARRANT in writing, Missoula County, Montana, shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. SECURE WARRANT and the USER hereby consent to such personal and exclusive jurisdiction.
22. DISPUTE RESOLUTION: SECURE WARRANT and the USER agree to encourage the amicable resolution of disputes involving the SOFTWARE and services related thereto, and to avoid the financial costs of litigation if at all possible. Accordingly, SECURE WARRANT and the USER covenant and agree that all claims, grievances, or disputes between SECURE WARRANT and the USER, including, without limitation, claims, grievances, or disputes arising out of or relating to the interpretation, application, or enforcement of this EULA (collectively “Claim”), shall be subject to the following:
a. Any Party having a Claim (“Claimant”) against any other Party (“Respondent”) shall not file suit in any court or initiate any proceeding before any administrative tribunal seeking redress or resolution of such Claim until it has complied with the following procedures:
i. Notice. The Claimant shall notify each Respondent in writing of the Claim (the “Notice”), stating plainly and concisely:
The nature of the Claim;
The basis of the Claim; and
What remedy the Claimant seeks.
ii. Negotiation. Each Claimant and Respondent (the “Parties”) shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation. Upon receipt of a written request from any Party, accompanied by a copy of the Notice, either Party may appoint a representative to assist the Parties in resolving the dispute by negotiation, if in its discretion it believes its efforts will be beneficial to the Parties and to the welfare of the community.
iii. Mediation. If the Parties do not resolve the Claim through negotiation within thirty (30) days of the date of the Notice (or within such other period as may be agreed upon by the Parties, and described as “Termination of Negotiations”), Claimant shall have thirty (30) additional days within which to submit the Claim to a neutral Mediator. The Mediation procedure shall be as follows: each party shall submit the names of two proposed Mediators, and one (1) Mediator shall be chosen from the names submitted. If the Parties cannot agree upon a Mediator, a Mediator shall be chosen by Scott Gratton, Esq., BROWN LAW FIRM, 406-830-3248.
b. Final and Binding Arbitration. If the Parties do not resolve the Claim through mediation, the Claimant shall have thirty (30) days following termination (as determined by the mediator) of mediation proceedings (“Termination of Mediation”) to submit the Claim to arbitration in accordance with the Montana Uniform Arbitration Act, § 27-5-101, MCA, et. seq. Subsection (d) is an agreement of the Parties to arbitrate all Claims and is specifically enforceable under the applicable arbitration law of the State of Montana. The arbitration award (the “Award”) shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction to the fullest extent permitted under the laws of the State of Montana.
23. SEVERABILITY: If any provision of this EULA is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the EULA.
24. WAIVER: A party’s failure or delay in enforcing any provision of this EULA will not operate as a waiver of the right to enforce that provision or any other provision of this EULA at any time. A waiver of any provision of this EULA must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.
25. NOTICES: Any notice required to be given pursuant to this EULA shall be in writing and mailed by certified mail, or delivered by a national overnight express service, to:
The registered agent for SECURE WARRANT on file with the Montana Secretary of State.
The USERS’s address in their official capacity as a duly sworn law enforcement officer, authorized member of a law enforcement agency, prosecutor, or judge.
26. AGREEMENT BINDING ON SUCCESSORS: This EULA shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
27. HEADINGS: Headings used in this EULA are for convenience only and shall not be used to interpret or construe its provisions.
28. LABELS: The term “parties” shall include SECURE WARRANT, and the USER.
29. MCA: Any reference to the laws of the State of Montana are for the laws that are in effect as of the date of this EULA.
30. ENTIRE AGREEMENT: This EULA contains the entire understanding of the parties and shall not be modified or amended, except in a separate written document signed by the USER and SECURE WARRANT. A signed Software License Agreement between the USER and SECURE WARRANT in existence at the time of use shall take precedence over this EULA and any other document that may be in conflict therewith.
