PowerDMS
Terms of Service
These PowerDMS, Inc. Terms of Service (this “Agreement”) govern the use of the Site and Services by your organization (the “Agency”). By using the Services or permitting any User to use the Services, you agree to the terms of this Agreement. If you do not agree to all of the terms of the Agreement, you do not have the right to access, or permit any User to access, the Site and use the Services.
- Definitions; Construction
1.1 Definitions.
“Agency Data” means electronic data and information submitted by Agency to the Site in connection with the Services.
“Intellectual Property Rights” means all trade secrets, United States patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent or similar rights which may subsist anywhere in the United States.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“PowerDMS” means PowerDMS, Inc., a Delaware corporation.
“PowerDMS Technology” means the software applications, tools, application programming interfaces (APIs), connectors, programs, networks and equipment that PowerDMS uses to make its software as a service subscription products and related services available to its customers and other authorized organizations.
“Services” means the provision of the Site and related services for the management of Agency Data utilizing the PowerDMS software application in connection with the Public Safety Resource Center (PSRC) project.
“Site” means the access-controlled website created for the use of the Agency and Agency’s Users in connection with the Public Safety Resource Center (PSRC) project.
"Users" means an individual who is an employee or independent contractor of Agency who has been authorized by Agency to use the Services to whom Agency has supplied a user identification and password.
1.2 Construction. This Agreement applies to the provision of the Services. If the Agency has purchased different PowerDMS products or services from (a) PowerDMS pursuant to a different written agreement between Agency and PowerDMS, the provisions of that agreement (including all payment obligations) are not intended to be abrogated by this Agreement; or (b) if the Agency has purchased other PowerDMS products or services from an credentialing authority, accrediting body, reseller, system aggregator and/or prime contractor (collectively, “Prime Contractor”), Agency understands that such Prime Contractor is not affiliated with PowerDMS and that all payment obligations applicable to such products or services shall be governed by the applicable agreement(s) and/or order(s) entered into between Agency and Prime Contractor, if applicable. - Services
2.1 Agency Responsibilities. Agency will be responsible for (a) ensuring Agency and its Users comply with terms and conditions of this Agreement and will be responsible for any use of the Services by its Users, (b) the accuracy, quality and legality of the Agency Data, the means by which the Agency obtained the Agency Data and Agency's use of the Agency Data in connection with the Services, (c) using reasonable efforts to prevent unauthorized access to or use of Services, and provide prompt notice to PowerDMS of any unauthorized access or use, (d) using the Services only in accordance with this Agreement and applicable laws and government regulations, and (e) allocating the necessary resources and personnel to cooperate with PowerDMS staff in a timely manner to allow the Services to perform.
2.2 Restrictions. Agency will not, and will ensure its Users do not (a) make any of the Services available to anyone other than Users or use any Services for the benefit of anyone other than Agency and its Users, unless otherwise agreed in writing by the Agency and PowerDMS, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit Protected Health Information (PHI), (e) use the Services to store or transmit Personally Identifiable Information (PII), other than the PII respecting each User required for such User to be able to log into and utilize the Services, (f) use the Services to store, transmit or process the personal data of data subjects within the European Union (EU), European Economic Area (EEA), Switzerland or the United Kingdom, (g) use the Services to store or transmit data applicable to or regulated by the Payment Card Industry – Data Security Standards (PCI-DSS), (h) use the Services to store or transmit Malicious Code, (i) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (j) attempt to gain unauthorized access to the Services or its related systems or networks, (k) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (l) frame or mirror any part of the Services, (m) access the Services for the purpose of building, selling or marketing a competitive product or service or copying any PowerDMS Technology, (n) remove the copyright, trademark, or any other proprietary rights or notices included within PowerDMS Technology, on and in any Third Party Content, and on and in any documentation or training materials, (o) disassemble, reverse engineer, or decompile the Services, including PowerDMS Technology or otherwise attempt to obtain or perceive the source code of PowerDMS Technology, or (p) use the Services in a manner which violates any applicable laws.
2.3 Infringing Content. PowerDMS reserves the right to delete or disable content stored, transmitted or published by Agency using the Services upon receipt of a bona fide notification that such content infringes upon the Intellectual Property Rights of others, or if PowerDMS otherwise reasonably believes any such content is in violation of Section 2.2.
2.4 Modifications to Services. The Services may be modified by PowerDMS from time to time as it deems necessary to address changes in technology and the needs of Third Party Content providers, or otherwise as determined by PowerDMS in its sole discretion. The Agency’s Site may have data size limitations (applicable to individual file sizes or the Site as a whole), and these limitations may be modified as determined by PowerDMS in its sole discretion.
2.5 Third Party Services. The Services may permit Agency and its Users to access services or content provided by Commission on Accreditation for Law Enforcement Agencies (CALEA) and other third parties through the Services (“Third Party Content”). Agency agrees that PowerDMS is not the original source of the Third Party Content and shall not be liable for any inaccuracies contained in any content provided in a Third Party Content. PowerDMS makes no representations, warranties or guarantees with respect to the Third Party Content or any content contained therein. PowerDMS may discontinue access to any Third Party Content through the Services if the relevant agreement with the applicable third party no longer permits PowerDMS to provide such access through the Services, or otherwise as determined by PowerDMS in its sole discretion. - Proprietary Rights and Licenses
3.1 Limited License to Use Services. Subject to the terms and conditions of this Agreement, Agency understands that the Agency is granted a non-exclusive, non-transferable, limited, royalty-free license, without right to sub-license, during the Term, to access and use, and to permit its Users to access and use, the Services, solely for Agency’s operations in its ordinary course of business.
3.2 Data Export, Retention and Destruction. Agency may export or delete Agency Data from the Services at any time during the Term, using the existing features and functionality of the Services. Agency is solely responsible for its data retention obligations with respect to Agency Data. If the Agreement is terminated by PowerDMS under Section 4.2(b), and if any Agency Data is stored on the Services which Agency desires to extract or delete, Agency should utilize the ninety (90) day notice period to extract or delete such Agency Data. PowerDMS will have no obligation to maintain or provide any Agency Data after the expiration or termination of this Agreement.
3.3 Limited License to Use Agency Data. Agency hereby grants to PowerDMS a non-exclusive, non-transferable, limited, royalty-free license, without right to sub-license (except to its sub-processors, as required for the provision of the Services), to aggregate, compile, and otherwise use the Agency Data, as necessary to perform the Services, to create Statistical Data and Anonymized Data for the purposes described in 3.3 below and as otherwise may be agreed in writing by Agency.
3.4 Statistical Data and Anonymized Data. PowerDMS tracks and collects certain information about how Users use the Services and uses the information collected to obtain general statistics regarding the use of the Services and to evaluate how Users use and navigate the Services (collectively, “Statistical Data”). PowerDMS may use Statistical Data for PowerDMS’s analytical purposes, including the improvement and enhancement of the Services and PowerDMS's other offerings, which may include sharing with organizations that are providing or planning to provide Third Party Content for the Site. At times, PowerDMS may review the Statistical Data of multiple subscribing organizations and may combine, in a non-personally-identifiable format, the Statistical Data with Statistical Data derived from other subscribing organiztions and users to create aggregate, anonymized data regarding usage history and statistics (collectively, “Anonymized Data”). Anonymized Data will not contain information that identifies or could be used to identify Agency or its Users. Agency agrees that Statistical Data and Anonymized Data is not Confidential Information of Agency. PowerDMS may use Anonymized Data to create reports that it may use and disclose for PowerDMS’s commercial or other purposes.
3.6 Reservation of Rights. No rights or licenses are granted except as expressly set forth herein. Without limited the foregoing, subject to the limited rights expressly granted in this Section, all right, title and interest (including all related Intellectual Property Rights) in and to (a) the Services and the PowerDMS Technology is retained by PowerDMS, (b) the Third Party Content is retained by the applicable Third Party Content provider (unless agreed otherwise between Agency and the applicable Third Party Content provider), and (c) the Agency Data is retained by Agency.
3.7 Marketing. PowerDMS may communicate with the Agency about products, services, and events offered by PowerDMS and others, and provide news and information that may be of interest to the Agency. If the Agency no longer wants to receive marketing-related emails from PowerDMS, the Agency may opt out by following the instructions contained within each such email, and PowerDMS will try to comply with the request as soon as reasonably practicable. Please note that if Agency opts out of receiving marketing-related emails, during the Term, PowerDMS may still send administrative messages related to the Services, from which it is not possible to opt out. - Term; Termination
4.1 Term of Agreement. This Agreement begins on the date you indicated your agreement and continues until termination in accordance with Section 4.2 (the “Term”).
4.2 Termination. PowerDMS may terminate this Agreement (a) immediately upon notice to the Agency of a breach of this Agreement, or (b) upon ninety (90) days notice to Agency. Agency may terminate this Agreement effective immediately upon notice to PowerDMS.
4.3 Effect of Termination. Upon termination of this Agreement for any reason, Agency and its Users will cease all use of the Services and all rights and obligations of Agency and PowerDMS hereunder will automatically cease. Notwithstanding the foregoing, termination will not affect or prejudice any right or remedy that PowerDMS possesses with respect to (a) any breach of this Agreement occurring on or before the date of termination and (b) any other agreement between the parties still in effect.
4.4 Suspension. PowerDMS may suspend Agency’s or any User’s right to access or use any portion of the Services if PowerDMS determines that Agency’s or Users’ use of the Services (i) poses a security risk to the Services, PowerDMS or any third party, (ii) may adversely impact the Services, or the networks or data of any PowerDMS customer, business partner or service provider, (iii) does not comply with this Agreement or applicable law, (iv) may subject PowerDMS or any third party to liability, or (v) is claimed to violate the applicable terms of use of Third Party Content providers. PowerDMS will endeavor to provide as much notice as is reasonably practicable under the circumstances, and to reinstate the Services as soon as reasonably practicable following resolution of the issue. - Representation and Warranties; Miscellaneous
5.1Agency. Agency represents and warrants that (a) it has the full power and authority to enter into this Agreement, to perform its obligations under this Agreement, and to grant the licenses and rights granted to PowerDMS, and (b) this Agreement is the legal, valid, and binding obligation of Agency, enforceable against it in accordance with the terms hereof.
5.2 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by e-mail; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested. All notices to Agency will be given using the contact information set forth in the registration or pre-registration online form or such other contact information as may be designated by Agency by giving written notice to PowerDMS pursuant to this Section. Notices to PowerDMS may be provided to: Legal@powerdms.com.
5.2 Choice of Law. This Agreement will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without regard to conflict of laws principles.