HomeMy WebLinkAboutContract 58187 DocuSign Envelope ID:88C2B4A3-7469-4222-8939-6AFEB61 FBE8E
CSC No. 58187
ADDENDUM TO MASTER SERVICE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
DATAMINR,INC.
This Addendum to Master Service Agreement ("Addendum") is entered into by and
between Dataminr, Inc. ("Vendor") and the City of Fort Worth("City"),collectively the"parties."
The Contract documents shall include the following:
1. The Master Service Agreement; and
2. Statement of Work No. 1; and
3. This Addendum.
Notwithstanding any language to the contrary in the attached Master Service Agreement
([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of
execution of this Addendum below by a representative of each party duly authorized to bind the
parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be
applicable to the Agreement as follows:
I. Term. The Agreement shall commence upon the date signed by the Assistant City
Manager below ("Effective Date") and shall expire no later than September 30, 2023 ("Expiration
Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed for one (1) year renewal periods upon
mutual agreement by the Parties, each a "Renewal Term." The City shall provide Vendor with
written notice of its intent to renew at least thirty (30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination provided however that termination by Customer under this Section 2(a) shall
not entitle Customer to a refund of any fees paid and all fees owed to Dataminr shall
become due immediately upon such termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. To the extent such breach is curable,the breaching party must cure the
breach thirty (30) calendar days after receipt of notice from the non-breaching party, or
other time frame as agreed to by the parties. If the breaching party fails to cure the breach
within the stated period of time, the non-breaching party may, in its sole discretion, and
without prejudice to any other right under the Agreement, law, or equity, immediately
terminate the Agreement by giving written notice to the breaching party.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. In the event Vendor has received access to City information or data as
a requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
6. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of
liability with respect to direct damages and as may be stated elsewhere in the Agreement, shall not
apply to the City's claim or loss arising from any of the following: (b) Vendor's misuse or
misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or
(d) any other obligations that cannot be excluded or limited by applicable law. To the extent the
Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless
from damages of any kind or character, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect. For the avoidance of doubt, and to
the greatest extent permitted by applicable law, in no event will either party or its affiliates,
suppliers or licensors be responsible or liable with respect to this agreement under any contract,
negligence, strict liability or other theory for any indirect, incidental, punitive or consequential
damages, including but not limited to loss of revenues and loss of profits, error or interruption of
use, loss or inaccuracy or corruption of data, cost of procurement of substitute goods, services,
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rights, or technology, in each case, even if such party was advised of the possibility of such
damages.
7. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor becomes aware of any unauthorized access to any financial or personal identifiable
information("Personal Data")by any unauthorized person or third party,or becomes aware
of any other security breach relating to the City's Personal Data (City Personal Data) held
or stored by Vendor under the Agreement or in connection with the performance of any
services performed under the Agreement or any Statement(s) of Work ("Data Breach"),
Vendor shall immediately notify City in writing and shall fully cooperate with City at
Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,
Vendor shall fully and immediately comply with applicable laws, and shall take the
appropriate steps to remedy such Data Breach. All City Personal Data to which Vendor has
access under the Agreement, as between Vendor and City, will remain the property of
City. City hereby consents to the use,processing and/or disclosure of City Personal Data only
for the purposes described herein and to the extent such use or processing is necessary for
Vendor to carry out its duties and responsibilities under the Agreement, any applicable
Statement(s) of Work,or as required by law. Vendor will not transfer Personal Data to third
parties other than through its underlying network provider to perform its obligations under
the Agreement, unless authorized in writing by City. Notwithstanding the foregoing, City
provides general authorization for Dataminr to appoint sub-processors to Process City
Personal Data in connection with the provision of Services, provided that Dataminr enters
into a written agreement with each sub-processor containing data protections no less
protective than those contained in this Addendum with respect to the protection of City
Personal Data. Dataminr shall remain fully liable under the Data Protection Laws to City
for the performance of its sub-processor's obligations, subject to the terms of the Agreement
between Dataminr and City. A list of sub-processors currently engaged by Vendor can be
found at https://www.dataminr.com/legal/sub-processors ("Sub-Processor List"). All of the
City's Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries
or jurisdictions without the prior written consent of City.
8. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
9. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
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11. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
13. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Vendor shall adhere to all Federal and State laws
as well as establish appropriate procedures and controls so that no services will be performed by
any Vendor employee who is not legally eligible to perform such services.
14. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000,this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
15. Right to Audit. Vendor agrees that City shall, until the expiration of one (1) year
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. City shall give Vendor reasonable advance notice of intended audits.
16. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S.,S.B. 13, §2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
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certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and(2)will not boycott energy companies during the term of
this Agreement.
17. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2)will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
18. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
I.I.I. Commercial General Liability:
1.1.1.1. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability(Errors&Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
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for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include,but not be limited to,the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted.Either is
acceptable if coverage meets all other requirements. Any deductible will
be the sole responsibility of the Vendor and may not exceed $100,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall list the City as an additional insured thereon,
as its interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
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limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
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[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
ACCEPTED AND AGREED:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
' j— administration of this contract, including
By: ensuring all performance and reporting
Name: Fernando Costa requirements.
Title: Assistant City Manager 4„4-'kic,
By. Sasha Kane(Sep 30,2022 14:43 CDT)
Name: Sasha Kane
Approval Recommended: Title: Senior Contract Compliance
Specialist
Approved as to Form and Legality:
By: Neil Noakes(Oct 3, 02215:03 CDT)
Name: Neil Noakes
Title: Chief of Police
By:
Attest: Name: Taylor Paris
Title: Assistant City Manager
Tgnnefte S. Goo�gll
By: Jannette S.Goodall(Oct 4,2022 08:50 CDT) CONTRACT AUTHORIZATION:
Name: Jannette S. Goodall M&C: (None Required)
Title: City Secretary oa4FOR?��aa Date Approved:
O(�O°°0000°°*
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DATAMINR, INC.
DocuSigned by:
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By: �r.Fn�r.7F7n7D4r3
Name: Jason Edelboim
Title: President& Chief Operating Officer
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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�0Dataminre
Statement of Work No. 1
Effective Date: October 1,2022
Customer: Fort Worth Police Department Address: 3900 Barnett St.,Fort Worth,TX 76103
("Customer")
Contact: Jefferson Keck Email: Jefferson.keckgfortworthtexas.gov Phone:
Billing Contact: Jefferson Keck Billing Email: Jefferson.keckgfortworthtexas.gov
Services: This Statement of Work is for the license listed below for First Alert.
Fees per Total Annual
LICENSE TYPE: License Fees
5 Individual Use Licenses solely for use by Authorized Users $9,200.00 $46,000.00
TOTAL FEES: $46,000.00
License Type Definition(s):
"Individual Use License"means a license that is provided to a specific Authorized User.Authentication Credentials
are personal to each Authorized User and may not be shared with or used by more than one person. Customer may
transfer an Individual Use License from one user to another from time to time provided that the number of Authorized
Users shall be no greater than the number of Individual Use Licenses purchased under the applicable Service Order.
Initial Term: 12 months(from October 1,2022 through September 30,2023).
Optional Term: Following the Initial Term,this Service Order may renew for an additional twelve (12)month period
for the same rate(an"Optional Term",and together with the Initial Term,the "Term"),provided the parties mutually
agree to execute the Optional Term at least thirty(30)days prior to the end of the Initial Term.
Fees: For the Initial Term,Customer shall pay Dataminr,Inc. ("Dataminr")the Total Fees set forth above.
Payments:
Method of Payment— O ACHJWire Transfer or O Check(please include invoice number on all payments)
O Sales Tax Exempt
PO Required— O Yes O No; If PO required,provide PO#
Additional Terms: For the Initial Term only,if required,Customer shall receive up to five (5)additional no-cost,trial
Individual Use Licenses solely for use by Authorized Users.
This agreement ("Agreement") is entered into as of the date indicated above (the "Effective Date") between Dataminr,
Inc. and the Customer. This Agreement includes and incorporates the Statement of Work, Dataminr's Master Services
Agreement("Master Agreement"),which is attached hereto as Exhibit A, as well as any Statements of Work previously
or subsequently entered into by the parties. There will be no force or effect to any different terms of any related purchase
order or similar form even if signed by the parties after the date hereof. Each party's acceptance of this Agreement was
and is expressly conditional upon the other's acceptance of the terms contained in the Agreement to the exclusion of all
other terms. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement.
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MASTER SERVICES AGREEMENT
1. Parties. This Master Services Agreement(this "Master Agreement") is entered into by Customer
(as defined in the Service Orders,Statements of Work or other ordering documents(each,an"Order Form")
that this Master Agreement governs) and Dataminr,Inc.("Dataminr'). Customer must execute at least one
Order Form to purchase access to the Services (as defined below). This Master Agreement and all Order
Forms entered into by the parties pursuant to this Master Agreement are collectively referred to herein as
the "Agreement."
2. Description of Services. Dataminr and its Affiliates provide software-as-a-service solutions that
provide,among other things,event-based alerts("Alerts")sourced from publicly available data,information
and materials (collectively, the "Third Party Materials") deliverable to users via multiple mechanisms,
including the Dataminr dashboard,the Dataminr mobile app, emails and popup notifications, and incident
management planning and response capabilities(collectively,the "Services").
3. Provision of Services.
a. Customer's Affiliates may purchase access to Services under the terms and conditions of this
Master Agreement by mutually executing an Order Form with Dataminr; provided that Customer shall
remain responsible for its Affiliates' compliance with all of the terms and conditions of this Agreement.
An"Affiliate"is an entity that controls,controlled by,or is under common control with a party.
b. Subject to all terms and conditions herein and compliance therewith, (i) Dataminr will make the
Services available to Customer in accordance with this Agreement, and(ii) Customer's Authorized Users
(as defined below) may access and use the Services solely for the purposes permitted herein. An
"Authorized User" is an employee of Customer or Customer's Affiliate (if such Affiliate has executed an
Order Form with Dataminr) authorized to use the Services in accordance with this Agreement, the
applicable Order Form and the applicable license type set forth in the Order Form (the "License Type"),
and who has been supplied a username and password for the Services (collectively, "Authentication
Credentials"). Authentication Credentials are personal to each Authorized User and may not be shared or
used by more than one Authorized User. Customer shall be fully responsible for each Authorized User's
use of the Services and shall indemnify Dataminr from any liability incurred by Dataminr as a result of an
Authorized User's breach of this Agreement. The Services are subject to the License Type(s) set forth in
the applicable Order Form.
C. Each Authorized User may need to register for an account to access the Services. All Authorized
Users shall provide an email address associated with Customer's domain name. Customer shall and shall
ensure that its Authorized Users provide accurate,current and complete account information and promptly
update this information if it should change. Customer shall, or shall request that Dataminr, promptly
deactivate the Authentication Credentials of any Authorized User that is no longer employed or engaged
with Customer. Customer will be responsible for the confidentiality and use of all of its Authentication
Credentials.
4. Service Levels. Dataminr shall provide the Services in accordance with the Service Level
Agreement("SLA")available at www.dataminr.com/le ag 1/sla.
5. Third Party Materials.Customer acknowledges and agrees that Customer's use of the Third Party
Materials is subject to(and Customer agrees it is bound by)the third party terms and conditions detailed in
Exhibit A (collectively, the "Third Party Terms"). The Third Party Terms may be modified from time to
time by Dataminr's third party licensors and data vendors. Such Third Party Terms are hereby incorporated
into this Agreement. Dataminr reserves the right to integrate additional safeguards to prevent the Services
from being used for surveillance purposes, which both Dataminr and Twitter policies do not allow.
Customer acknowledges that Dataminr does not own, create or control the Third Party Materials and that
the Third Party Materials delivered to Customer by the Services may include content that is objectionable
to Customer or its Authorized Users. Dataminr disclaims and makes no representation or warranty with
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�0Dataminr
respect to the Third Party Materials or any portion thereof and assumes no liability for any claim that may
arise with respect to the Third Party Materials or Customer's use,misuse or inability to use the same.
6. Restrictions. Customer will not use or make available the Services in a manner that allows any
person or entity other than its Authorized Users to access or use the Services or any Third-Party Materials
provided through the Services or otherwise permit unauthorized access to the Services. Customer shall not,
and shall ensure that its Authorized Users do not: (a)allow access to the Services by any persons other than
Authorized Users; (b) forward Alerts to non-Authorized Users, including in a bulk, systematic,
programmatic or automated manner;(c)disassemble,decompile,reverse engineer,or translate any software
related to the Services, or otherwise attempt to discover any such software source code, object code, or
underlying proprietary information, except to the extent that such restriction is prohibited by applicable
law;(d)remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof,
(e)transmit in any Services or Third Party Materials,viruses,Trojan horses,worms,time bombs,corrupted
files, or other computer programing routines intended to detrimentally interfere with or expropriate any
systems, data,personal information, or property of another(and upon discovery of any such transmission,
Customer shall immediately inform Dataminr of said transmission at legal@dataminr.com and Customer
shall cooperate in good faith to remedy and limit the harm and injury done by said transmission);(f)access
the Services or Third Party Materials in order to build a similar or competitive product or service to the
Services or Dataminr's third party licensors and data vendors' services and/or products;(g)use the Services,
by itself or in conjunction with other data sources, in any way including without limitation through data
brokers or any other advertising or monetization services, to target individuals; (h) use the Services to
violate the rights of others;or(i)use the Services or the Third Party Materials in violation of any applicable
laws. During the Term, Dataminr or its representatives may, in Dataminr's sole discretion, evaluate
Customer's compliance with this Section including any Authorized User and License Type limitations
specified in an applicable Order Form.Customer shall provide access to records and information requested
by Dataminr related to Customer's use of the Services. If any such evaluation reveals that Customer has
exceeded the limitations specified in the applicable Order Form,then as a non-exclusive remedy,Dataminr
may invoice Customer for, and Customer will pay, such additional fees as are determined to be payable,
based on Dataminr's then current list prices for Customer's excess use.
7. Term.Unless earlier terminated,this Agreement shall commence upon the date that the first Order
Form entered into pursuant to this Master Agreement is executed and shall continue in full force and effect
until all outstanding Order Forms are completed, expired, or terminated in accordance herewith (the
"Term"
8. Fees. Customer shall pay Dataminr the fees set forth on each applicable Order Form(the "Fees")
in accordance with this Section. Except as otherwise specified on an applicable Order Form, Fees due
under an Order Form will be invoiced upon execution of such Order Form. Fees are due within thirty(30)
days of the date of the invoice. Any Fees past due hereunder shall bear interest at a rate of 1.5%per month
(or,if lower,the maximum rate permitted by applicable law). Except where expressly stated otherwise,all
Fees paid to Dataminr hereunder are nonrefundable. Any amounts payable hereunder are exclusive of all
sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments.
Customer shall pay all such taxes and governmental assessments associated with the Services (excluding
any taxes based on Dataminr's net income,property,or employees),unless Customer provides to Dataminr
a valid tax-exempt certificate.
9. Suspension. Dataminr may suspend access to the Services upon Customer's violation of this
Agreement(including any Order Form or the Third Party Terms)or if Dataminr reasonably determines that
Customer is using the Services or the Third Party Materials in violation of applicable law or in an
unauthorized or fraudulent manner; provided,however,that Dataminr shall provide Customer with notice
of such suspension and allow Customer seven (7) days to cure such breach, to the extent such breach is
curable. Dataminr will restore Customer's access to the Services after the reason for the suspension has
been resolved. Customer shall be responsible for any Fees accrued during any period of suspension.
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10. Termination. Without limiting the foregoing, either party may terminate this Master Agreement
or an applicable Order Form by written notice to the other party in the event that such other party materially
breaches this Master Agreement or the Order Form and does not cure the breach within thirty(30)days of
such notice,to the extent such breach is curable. Termination of one Order Form shall not automatically
result in the termination of any other Order Form. Termination of this Agreement as a whole shall result
in the termination of all Order Forms. Upon termination of this Master Agreement or an Order Form,the
rights and licenses granted to Customer under this Master Agreement or such Order Form, as applicable,
shall terminate and Customer shall immediately cease use of the applicable Services and Third Party
Materials. Any provision of this Agreement that contemplates or governs performance or observance after
expiration or termination of this Agreement will survive such expiration or termination,including,without
limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights,
warranty disclaimers, and limitations of liability.
11. Confidential Information.
a. "Confidential Information"means all non-public information acquired by a party(the "Receiving
Party")in connection with this Agreement or from the other party(the"Disclosing Party")that(i)is marked
"confidential"or"proprietary",(ii)the Disclosing Party orally or in writing has advised the Receiving Party
is confidential,or(iii)based on the nature of the material or the circumstances under which it was disclosed,
a reasonable person would believe to be confidential at the time of disclosure. "Confidential Information"
includes but is not limited to pricing information, computer programs, names and expertise of employees
and consultants, know-how, business proposals, plans and operations, and other technical, business,
customer, financial and product development information of Disclosing Party. Without limiting the
generality of the foregoing, the terms of this Agreement (including pricing) and the Services are
Confidential Information of Dataminr,and any non-public information provided by Customer in connection
with the Services is the Confidential Information of Customer. Confidential Information does not include
information that at the time of disclosure is publicly available or becomes publicly available through no act
or omission of the Receiving Party;that is or has been disclosed to the Receiving Party by a third party who
is not under(and to whom the Receiving Party does not owe) an obligation of confidentiality with respect
thereto; or that is or has been independently acquired or developed by the Receiving Party. Additionally,
the obligations of this Section 11 shall not apply if the Receiving Party discloses Confidential Information
of the Disclosing Party to the extent disclosure is required by court order or is otherwise required by law,
on condition that,to the extent permitted by law,notice of such requirement by law for such disclosure is
given to the Disclosing Party prior to making any such use or disclosure.
b. The Receiving Party will not use any Confidential Information of the Disclosing Party for any
purpose other than performing its obligations or exercising its rights under this Agreement,and will disclose
the Confidential Information of the Disclosing Party only to Receiving Party's employees, agents and
contractors on a"need to know" basis, provided such persons are under an obligation with the Receiving
Party to maintain the confidentiality of such Confidential Information,which obligation is consistent with,
and no less protective of Confidential Information,than the terms of this Section 11. The Receiving Party
will protect the Disclosing Party's Confidential Information from unauthorized use,access,or disclosure in
the same manner as the Receiving Party protects its own confidential or proprietary information of a similar
nature and with no less than reasonable care. Each party shall be responsible for any breach of this
Agreement by any party to whom it has disclosed Confidential Information. Each party shall use all
reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure
of any Confidential Information. Receiving Party shall advise Disclosing Party immediately in the event
Receiving Party learns or has reason to believe that any person who has had access to Confidential
Information has violated or intends to violate the terms of this Agreement and each party will cooperate
with the other party in seeking injunctive or other equitable relief against any such person. Each party
acknowledges that in the event of any breach or threatened breach of this Section by either party,the other
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party may suffer irreparable harm and not possess an adequate remedy at law.Accordingly,each party shall
have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach.
C. Upon termination of this Master Agreement, the Receiving Parry shall return to the Disclosing
Party or destroy(at the Disclosing Parry's option)all Confidential Information of the Disclosing Parry,and
all copies and extracts of the foregoing. Upon request of the Disclosing Party, the Receiving Party shall
provide written certification of this destruction to the Disclosing Parry.
12. Data Transmission.
a. Customer understands that it is responsible for securing an appropriate Internet connection,
equipment and compatible browser software in order to utilize the Services. Customer acknowledges and
understands that Dataminr is not responsible whatsoever(including under the SLA) for Services that are
delayed,lost,intercepted,or stored across networks not owned or operated by Dataminr,including but not
limited to,the Internet and Customer's network.
b. Customer shall be solely responsible for Customer's environment,including as necessary to enable
Authorized Users' access and use of the Services; providing any required notices to, and receiving any
required consents and authorizations from,Authorized Users and persons whose personal information may
be included in data uploaded to the Services by or on behalf of Customer;and ensuring use of the Services
is for internal business purposes only.
C. Customer represents and warrants to Dataminr that any information that Customer or any
Authorized User provides,authorizes access to,or inputs into the Services(including all text,sound,video,
or image files) will not contain: (i) any data for which Customer does not have all rights, power and
authority necessary for its collection, use and processing as contemplated by this Agreement, and (ii) any
bank, credit card or other financial account numbers or login credentials; social security, tax, driver's
license or other government-issued identification numbers;information regarding a person's race,religious
or political affiliation, trade union membership, sexual life or sexual orientation; and personal health or
biometric information. Customer acknowledges and agrees that the Service is not intended for use or
transmission of any such information, and Dataminr shall have no liability whatsoever for any such data
included in the Services by Customer.
13. Intellectual Property.
a. As between the parties, Dataminr owns all right, title and interest to (i) Dataminr's trademarks,
trade names, service marks, logos and slogans (collectively, the "Dataminr Marks") and (ii) the Services,
including all documentation, algorithms, software, firmware, data, databases or other technology utilized,
and all related intellectual property rights in any of the foregoing.
b. This Agreement does not confer on Customer any intellectual property or other rights to the
Services other than its right to use under Section 3 and does not confer on Customer any rights to the
Dataminr Marks. This Agreement does not confer on Dataminr any intellectual property or other rights to
the Customer Marks (as defined below) other than its right to use and disclose in accordance with this
Agreement.
C. The parties expressly acknowledge that,as between the parties and Twitter,Twitter and/or its end
users own and retain all worldwide right, title and interest in and to all Twitter content and services (and
any derivative works or enhancements of either),including,but not limited to,all intellectual property rights
therein.
14. Security. Dataminr has established, and will maintain during the Term, commercially reasonable
administrative, physical and technical safeguards commensurate with industry standards for the Services
provided hereunder. Those safeguards will include measures for preventing unauthorized access to or use,
modification or disclosure of the Customer Confidential Information.
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15. Insurance.Throughout the Term,Dataminr shall carry and maintain insurance commensurate with
the types and amounts of insurance carried by service providers comparable to Dataminr in order to
reasonably protect the parties from the liabilities that may arise out of the Services or this Agreement.
Dataminr shall provide its then-current certificates of insurance to Customer upon written request,provided,
such certificates of insurance shall be considered Confidential Information of Dataminr.
16. Feedback. During the Term, Customer may provide feedback, requests, enhancements, ideas or
suggestions regarding the Services or any beta tests(the "Feedback"). Customer acknowledges and agrees
that all Feedback is the sole property of Dataminr. Customer is not required to provide Feedback and
Dataminr is not required to use or incorporate Feedback into any of its Services.To the extent that Dataminr
cannot claim exclusive rights in the Feedback by operation of law,Customer expressly grants to Dataminr
a non-exclusive,royalty-free,fully paid-up,perpetual,irrevocable license,to fully exploit such Feedback.
17. Disclaimer. DATAMINR PROVIDES NO WARRANTIES EXCEPT FOR THOSE EXPRESS
WARRANTIES PROVIDED HEREUNDER. THIS AGREEMENT, THE SERVICES AND ANY
OTHER PRODUCTS AND/OR SERVICES PROVIDED HEREUNDER ARE PROVIDED"AS IS"AND
WITHOUT WARRANTY OF ANY KIND. DATAMINR DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE,AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE
OF DEALING OR USAGE OF TRADE. DATAMINR PROVIDES NO WARRANTIES AND
EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE SERVICES, THE THIRD PARTY
MATERIALS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT USE OF SUCH MATERIALS WILL BE ERROR-FREE,
UNINTERRUPTED,VIRUS-FREE OR SECURE.
18. Export,Import and Government Restrictions.
a. Each party represents and warrants that it is not a Restricted Party; if either party becomes a
Restricted Party during the period of this Agreement, such party shall immediately notify the other party,
and the other party may immediately terminate this Agreement to the extent permitted under applicable
law.
b. Customer acknowledges that the Services and any accompanying software are subject to sanctions
and export control laws of the United States and applicable laws of any country in which such Services and
software are received,accessed or used;Customer agrees to comply with all export control laws applicable
to its receipt,access and use of the Services and software.
C. Without limiting the foregoing, Customer shall not transfer or otherwise make accessible the
Services or software to any Restricted Party, or to any person with respect to whom Customer has
knowledge that a violation of applicable law has occurred, is about to occur, or is intended to occur in
connection with the Services or software.
d. For purposes of this Section 18,"Restricted Party"means any person or entity that is,at the relevant
time(i)located or established in,a national of,organized under the laws of,or controlled by the government
or one or more nationals of,Cuba, Iran,North Korea, Syria, or the Crimea region of Ukraine,or any other
country or region to which U.S. persons are generally prohibited from engaging in financial and/or export
transactions; (ii) designated on the U.S. Consolidated Screening List
(see hLtps://www.caort.gov/article?ld=Consolidated-Screening-Lis );(iii)majority owned by one or more
persons or entities designated on any U.S.Department of the Treasury list included within the Consolidated
Screening List;or(iv)part of,affiliated with,or controlled by any non-U.S.military organization.
19. Limitation of Liability.
a. Customer acknowledges that Dataminr does not guarantee the sequence, accuracy, completeness,
or timeliness of the Services or any content provided through the Services. Accordingly, anything to the
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contrary herein set forth notwithstanding, Dataminr, its Affiliates, suppliers, agents, directors, officers,
employees,representatives,successors,and assigns shall not be liable,directly or indirectly,in any way,to
you or any other person for any inaccuracies or errors in or omissions from the Services including,but not
limited to, financial and other data; delays, errors, or interruptions in the transmission or delivery of the
Services;or loss or damage arising therefrom or occasioned thereby,or by any reason of nonperformance.
b. Certain content made available through the Services may display, include or make available
content, data, information, applications or materials from third parties or include links to third party web
sites or services. Customer acknowledges and agrees that Dataminr is not responsible for examining or
evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality,
decency, quality or any other aspect of such Third Party Materials, links or the web sites or services to
which those links relate.Accordingly,anything to the contrary herein set forth notwithstanding,Dataminr,
its Affiliates, suppliers, agents, directors, officers, employees, representatives, successors, and assigns do
not warrant or endorse and shall not be liable, directly or indirectly, in any way,to Customer or any other
person for any Third Party Materials,third-party web sites or services,or for any other materials,products,
or services of third parties.
C. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
EITHER PARTY OR ITS AFFILIATES,SUPPLIERS OR LICENSORS BE RESPONSIBLE OR LIABLE
WITH RESPECT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND
LOSS OF PROFITS, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR
CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES,
RIGHTS, OR TECHNOLOGY, IN EACH CASE, EVEN IF SUCH PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
d. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO
DATAMINR'S DISCLAIMER WITH RESPECT TO THIRD PARTY MATERIALS SET FORTH IN
SECTION 5, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES' TOTAL
CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON FROM ALL
CAUSES OF ACTION AND ALL THEORIES OF LIABILITY ARISING UNDER THE AGREEMENT
EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO DATAMINR UNDER THE
APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. MULTIPLE CLAIMS WILL NOT
EXPAND THIS LIMITATION.THE FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION
19(D) WILL NOT APPLY TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS; (II) GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; AND (III) CUSTOMER'S BREACH OF SECTION 6
(RESTRICTIONS).
20. Indemnification.
a. Dataminr will indemnify, defend and hold Customer, its affiliates, officers, directors, and
employees harmless from any and all amounts actually paid to third parties in connection with claims,
liabilities, damages and/or costs (including but not limited to, reasonable attorneys' fees) (collectively,
"Losses")relating to any claim brought by a third party alleging that the Services,as provided by Dataminr
to Customer under this Agreement and used within the scope of this Agreement, infringes or
misappropriates any U.S. patent or copyright of such third parties (each, an "Infringement Claim"),
provided that Customer: (i)promptly notifies Dataminr in writing of the Infringement Claim(provided that
any failure to provide prompt notification shall not relieve Dataminr of its indemnification obligations
unless such failure results in material prejudice to Dataminr);(ii)grants Dataminr the option to assume sole
control of the defense and settlement of the Infringement Claim; and(iii)provides Dataminr,at Dataminr's
expense, with all assistance, information and authority reasonably required for the defense and settlement
of the Infringement Claim. In the event of any such Infringement Claim, Dataminr may, at its option: (A)
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obtain a license to permit Customer the ability to continue using the Services; (B) modify or replace the
relevant portion(s) of the Services with a non-infringing alternative having substantially equivalent
performance within a reasonable period of time; or(C) terminate this Agreement by providing notice to
Customer,and provide Customer with a refund of any prepaid,unearned Fees(prorated on a daily basis for
the then-current billing period for the applicable Order Form). For the avoidance of doubt,Dataminr shall
have no indemnification obligations of any kind to Customer regarding the Third Party Materials.
b. Notwithstanding the foregoing, Dataminr will have no liability for any Infringement Claim to the
extent that it results from: (i) Third Party Materials; (ii) the combination, operation or use of the Services
with equipment, devices, data or software not provided or approved by Dataminr; (iii) Dataminr's
compliance with any specifications or requirements provided by Customer; or(iv) Customer's use of the
Services or Third Party Materials other than in accordance with this Agreement. Customer shall indemnify
and hold harmless Dataminr and its Affiliates from any and all Losses resulting from Customer's actions
or omissions as detailed in Sections(ii)-(iv)of the preceding sentence.The indemnification obligations set
forth in this Section 20 are Dataminr's sole and exclusive obligations (and Customer's sole and exclusive
remedies)with respect to infringement or misappropriation of intellectual property rights of any kind.
21. Publicity. Dataminr may identify Customer as a customer of the Services and display Customer's
name and/or logo (collectively, the "Customer Marks") on Dataminr's website or in promotional or
marketing materials. Customer shall retain all title in and to the Customer Marks.
22. Class Action Waiver; Dispute Resolution; Binding Arbitration.
a. Customer and Dataminr agree that any dispute arising out of or related to this Agreement or the
Services is personal to Customer and Dataminr and that any dispute will be resolved solely through
individual action, and will not be brought as a class arbitration, class action, or any other type of
representative proceeding.
b. Except for disputes in which Customer or Dataminr seeks injunctive or other equitable relief for
the alleged infringement or misappropriation of intellectual property, Customer and Dataminr waive their
rights to a jury trial and to have any other dispute arising out of or related to this Agreement or the Services,
(collectively,"Disputes")resolved in court.For any Dispute,and the parties agree to attempt to resolve the
claim informally by sending a written notice of the claim. If Customer or Dataminr cannot reach an
agreement to resolve the Dispute within thirty(30)days after such notice is received,then either Party may
submit the Dispute to binding arbitration administered by JAMS. All Disputes submitted to JAMS will be
resolved through confidential,binding arbitration before one arbitrator.Arbitration proceedings will be held
in New York County, New York. Dataminr and Customer will maintain the confidentiality of any
arbitration proceedings,judgments, and awards, including information gathered, prepared, and presented
for purposes of the arbitration or related to the Dispute(s)therein.
C. Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute
shall be permanently barred. Customer and Dataminr agree that the state or federal courts of the State of
New York and the United States sitting in New York County,New York have exclusive jurisdiction over
any appeals and the enforcement of an arbitration award.
23. Miscellaneous.
a. No failure or omission by a party in the performance of any obligation under this Agreement shall
be deemed a breach of this Agreement or create any liability if such failure or omission arises from any
cause or causes beyond the reasonable control of such party that cannot be overcome through reasonable
due diligence, such as strikes, riots, war, acts of terrorism, acts of God, invasion, fire, explosion, floods,
and acts of government or governmental agencies or instrumentalities (collectively, "Force Majeure
Event");provided that the party seeking to delay its performance gives the other party written notice of any
such Force Majeure Event as soon as practicable after the discovery of the Force Majeure Event,and further
provided that such party uses its good faith efforts to overcome the Force Majeure Event(and,in any event,
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such party will begin or resume performance as soon as practicable after the Force Majeure Event has
abated).
b. If any provision of this Agreement is found to be unenforceable or invalid,that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable.
C. This Agreement is not assignable, transferable or sub-licensable by either party, whether
voluntarily, involuntarily, by operation of law or otherwise, except with the other party's prior written
consent. Notwithstanding the foregoing, Dataminr may assign this Agreement to an Affiliate or any
successor to substantially all of the business or equity of Dataminr without the consent of Customer.
d. No agency,partnership,joint venture,or employment is created as a result of this Agreement,and
neither party shall have any authority of any kind to bind the other party in any respect whatsoever.
C. This Agreement shall be governed by the laws of the State of New York,U.S.A.without regard to
its conflict of laws' provisions.
f. Subject to Section 22,any legal suit,action or proceeding arising out of or related to this Agreement
or the licenses granted hereunder shall be instituted in the state and federal courts located in Manhattan,
New York, and the parties hereby irrevocably submit to the personal jurisdiction of such courts and agree
not to object to the venue of such courts.
g. No failure or delay by either party in exercising any right,power or remedy under this Agreement
shall operate as a waiver of any such right,power or remedy. No waiver of any provision of this Agreement
shall be effective unless in writing and signed by both parties. Any waiver by any party of any provision
of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall
such waiver operate or be construed as a waiver of such provision respecting any future event or
circumstance.
h. All notices under this Agreement shall be in writing and shall be deemed to have been duly given
when received,if personally delivered;when receipt is electronically confirmed,if transmitted by facsimile
or e-mail; and upon receipt, if sent by certified or overnight mail or delivery (return receipt requested),to
the person and address listed on an applicable Order Form, and, for Dataminr: Attn: Legal Department,
Dataminr, Inc. 135 Madison Avenue, 9t1i Floor, New York, NY 10016 and legal@dataminr.com.
Notwithstanding the foregoing, Dataminr may provide Customer with operational notices regarding the
Services(e.g.,planned maintenance periods)by email to the email address on file for Customer.
i. This Master Agreement and all Order Forms are the complete and exclusive statement of the mutual
understanding of the parties and supersede and cancel all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement. Any terms and
conditions on or attached to Customer's purchase order or other business processing document shall have
no effect and shall be superseded by this Master Agreement and any applicable Order Forms.
j. Dataminr reserves the right to update and change the terms of this Agreement from time to time in
its sole discretion. Dataminr shall provide Customer with notice by updating the Master Agreement
at www.dataminr.com/legal/firstalert-msa and indicating the date of the update. Customer's continued use
of the Services indicates its acceptance of the updated terms of this Agreement.
k. In the event of conflict between this Master Agreement and any Order Form,the applicable Order
Form shall control and prevail. In the event of any conflict between this Master Agreement or any Order
Form and any Third Party Terms,the Third Party Terms shall control and prevail but only with respect to
the specific Third Party Materials governed by the conflicting Third Party Terms.
1. The Services are a "commercial item" as that term is defined at 48 C.F.R. 2.101. Any use,
modification, derivative, reproduction, release, performance, display, disclosure or distribution of the
Services by any government entity is prohibited. Additionally, any use by U.S. government entities must
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be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.
Contractor/manufacturer is Dataminr,Inc.with offices at 135 Madison Avenue, 9'Floor,NY,NY 10016.
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Exhibit A
Third Party Terms
Twitter
1. Twitter TOS(https://twitter.com/en/tos)
2. Customer may not use,or knowingly display,distribute,or otherwise make available Twitter Content
(as defined at hLtps:Hdeveloper.twitter.com/en/developer-terms/agreement-and-polio), and
information derived from Twitter Content(1) for surveillance purposes, including but not limited to:
(a)investigating or tracking Twitter's users or their Twitter Content;and,(b)tracking,alerting,or other
monitoring of sensitive events (including but not limited to protests,rallies, or community organizing
meetings); (2) for the purposes of conducting or providing surveillance, analyses or research that
isolates a group of individuals or any single individual for any unlawful or discriminatory purpose or
in a manner that would be inconsistent with Twitter's users' reasonable expectations of privacy;or(3)
to target, segment, or profile individuals based on health (including pregnancy), negative financial
status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical
affiliation or beliefs,sex life or sexual orientation,trade union membership,data relating to any alleged
or actual commission of a crime, or any other sensitive categories of personal information prohibited
by law.
3. If law enforcement personnel request information about Twitter or its users for the purposes of an
ongoing investigation,Customer shall not provide them such information and shall,instead,refer them
to Twitter's Guidelines for Law Enforcement located at https://t.co/le.
Google
1. The Services may contain translations powered by Google. GOOGLE DISCLAIMS ALL
WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF ACCURACY, RELIABILITY,AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
2. Customer agrees to be bound by the Google Maps/Google Earth Additional Terms of Service set forth
at https://www.google.com/help/terms maps.html
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