|
ot
<br />Software as a Service (SaaS) License Agreement
<br />This Software as a Service Agreement ("SaaS
<br />Agreement"), effective on June 1, 2020 ("Effective Date"), is
<br />made by and between TouchPhrase Development, LLC d/b/a
<br />Julota, which has a place of business at 102 S. Tejon St., Ste.
<br />1100, Colorado Springs, CO 80903 ("Julota"), and City of
<br />Everett, WA Police Department with offices at
<br />("Customer"), in exchange
<br />for the mutual promises contained herein, the receipt and legal
<br />sufficiency of which are acknowledged. Julota and Customer
<br />shall be collectively referred by as the "Parties".
<br />Julota provides a platform for organizations: a) to
<br />provide services directly to individuals seeking assistance
<br />through it; b) to coordinate with other individuals or
<br />organizations to provide services to individuals seeking
<br />assistance that it does not provide directly; c) to cooperate with
<br />other organizations to identify services needed for individuals
<br />seeking assistance; or d) to assemble, monitor and direct Care
<br />Team(s) (defined below).
<br />1. DEFINITIONS.
<br />1.1 Care Team means an individual or an organization
<br />used or assembled by or through Customer or on behalf of
<br />Customer or in conjunction with Customer to assist Customer,
<br />directly or indirectly, in providing to a Health Seeker (defined
<br />below) the assistance he or she seeks or requires.
<br />1.2 Community Partner means any organization that
<br />provides services to a Help Seeker through Customer utilizing
<br />the Hosted Service.
<br />1.3 Customer Data means any data collected through the
<br />provision of these services, excluding publicly available data
<br />and data previously obtained by Julota. Customer Data may
<br />include Personal Data.
<br />1.4 Customer Website means the website owned and
<br />operated by Customer as identified in the applicable Order
<br />Schedule.
<br />1.5 Documentation means any user guide, help
<br />information and other documentation and information
<br />regarding the Hosted Service that is delivered by Julota to
<br />Customer in electronic or other form, if any, including any
<br />updates provided by Julota from time to time.
<br />1.6 Health Privacy Laws means (i) the Health Insurance
<br />Portability and Accountability Act of 1996, as amended and
<br />including any implementing regulations ("HIPAA"); (ii)
<br />HITECH; (iii) 42 C.F.R. Part 2; and (iv) any other applicable
<br />federal or state statute, regulation, administrative or judicial
<br />ruling requiring a party to protect the confidentiality, privacy
<br />and/or security of Personal Data and other healthcare -related
<br />information pertaining to Help Seekers.
<br />1.7 Help Seeker(s) means the individual seeking
<br />assistance from or through the Customer for health or non -
<br />health related assistance.
<br />1.8 Hosted Service means the real-time website service
<br />hosted by Julota and provided to Customer from time to time.
<br />The Hosted Service includes any change, improvement,
<br />extension or other new version thereof that is developed or
<br />otherwise made available to Customer.
<br />1.9 Julota API means the Julota application programming
<br />interface, scripts, widgets, embeddable snippets and other
<br />tools that allow Customer to integrate the Customer's website
<br />or any other system of Customer with all or part of the Hosted
<br />Services.
<br />1.10 Personal Data means any personal information that
<br />Julota collects, receives, or obtains, from Customer that does
<br />or can identify a specific individual or by or from which that
<br />specific individual may be identified, contacted or located,
<br />such as the individual's name, address, social security
<br />number, or any information that applicable law proscribes as
<br />personally identifiable information. Personal Data may include
<br />Protected Health Information (defined below).
<br />1.11 Platform means all ideas, concepts, inventions,
<br />systems, platforms, software, interfaces, tools, utilities,
<br />templates, forms, content, graphics, techniques, methods,
<br />processes, algorithms, code, know-how, trade secrets and
<br />other technologies, implementations and information that are
<br />used by Julota in providing the Julota services, including any
<br />innovations, revisions, enhancements, upgrades or
<br />improvements of the foregoing.
<br />1.12 Protected Health Information or PHI shall have the
<br />same meaning as the term "protected health information" as
<br />defined in HIPAA.
<br />1.13 Services means, collectively, the Hosted Service,
<br />Platform, Julota API (if available or applicable), and
<br />Documentation, as described in the applicable SOW (defined
<br />below).
<br />2. SERVICES. Subject to the terms and conditions of
<br />this SaaS Agreement, Julota will provide Customer with
<br />access to the Services as described in each Statement of
<br />Work "SOW". Each SOW will be subject to the terms of this
<br />SaaS Agreement and, if signed by Snohomish County, the
<br />terms of the Agreement to Pay for Services Rendered to a
<br />Third Party executed by Snohomish County (the
<br />"Agreement"). In the event of any conflict between the terms
<br />and conditions of this SaaS Agreement and the terms and
<br />conditions of a SOW, the terms and conditions of the SOW
<br />shall govern as to that SOW only. Customer's use of the
<br />Services is subject to this SaaS Agreement and the applicable
<br />SOW.
<br />page 1 of 16
<br />
|