2021/12/02 RIPAlog, LLC End User AgreementRIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
RIPALog, LLC
End User License Agreement Agreement Number: 202112-135
THIS AGREEMENT is between RIPALog, LLC (“RIPALog”) and the entity purchasing and using the
software (“Agency”) and the individuals accessing the software (“Users”). This Agreement describes
Agency’s right to access and use RIPALog’s app software and Web services (collectively, the
“Services”).
1. License Grant. Subject to the terms of this Agreement, RIPALog grants Agency a limited,
non-exclusive, non-transferable license to use the Services for Agency’s internal business purposes
only, and to make printed or electronic copies of any reports, numeric results and other information or
materials generated from Agency’s Users’ access and use of the Services. Agency will provide access to
the Services only to Agency’s Users. Any updates, modifications, enhancements or new versions of the
Services that RIPALog makes available to Agency will be Services for purposes of this Agreement.
2. Setup and Customization. Agency will provide RIPALog with all information required for
setup of Agency’s RIPALog Services and registration of Agency’s administrator for the site
(“Administrator”). RIPALog will create any necessary logins and passwords for Agency’s Administrator.
Agency is responsible for registering all Users. During the Term, Agency may enroll as many Users as
required. On request, RIPALog will create a customized look and feel for Agency’s Services and Agency
will pay for all changes identified with that customization.
3. Content. If, in using the Services, Agency or a User uploads, records or otherwise transmits
any content to RIPALog’s servers, Agency is solely responsible for that content. Neither Agency nor
Agency’s Users will use the Services or upload, record or otherwise transmit any content that (a)
infringes a third party's proprietary rights, rights of publicity or rights of privacy, (b) violates any law,
statute, ordinance or regulation, (c) is defamatory, libelous, threatening, harassing, obscene, harmful
or pornographic, or (d) contains any viruses or other software that is intended to damage or interfere
with (or surreptitiously intercept or capture) any system, data or personal information.
4. Technical Support. RIPALog will provide technical support for the Services to Agency’s
Administrator. RIPALog’s support obligation will be limited to telephone support during RIPALog’s
normal business hours (8:30 a.m. to 5:30 p.m. Pacific Time, Monday through Friday - excluding
holidays). Technical support will address issues related to use of the Services but will not include
issues related to a User’s Internet connectivity or computer hardware. RIPALog will maintain the
Services and maintenance will normally be performed each Sunday between 7:00 p.m. and 4:00 a.m.
(Eastern Time). During scheduled maintenance, the Services may not be available for use. If the
Services are unavailable, other than during regularly scheduled maintenance, for a period of at least 24
hours, Agency’s next annual subscription will include a pro-rated credit equal to the unscheduled
downtime. Such credit will be Agency’s only remedy for unscheduled downtime. Because of the
inherent qualities of the Internet, RIPALog cannot prevent and, therefore, is not responsible for
inadvertent security breaches, nor is RIPALog responsible for any failure to maintain the confidentiality
of any information.
5. Ownership. RIPALog and its licensors will own and retain all applicable copyrights,
trademarks, service marks, trade dress, trade secrets and other intellectual property rights in the
Services and all related items, including any enhancements or derivative works, whether or not
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RIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
authorized. All graphics, logos, service marks and trade names, including third-party names, product
names and brand names (collectively, “Marks”) relating to the Services are owned by RIPALog or its
affiliated entities. RIPALog reserves all rights related to the Marks not expressly granted in this
Agreement.
6. Data Ownership. Agency will retain ownership of all data entered by their Users. Except as
required by features of the Services, RIPALog will not share the Users’ or Agency’s data without prior
consent of the Agency.
7. Limitations on Use. Agency and Agency’s Users will not, nor will they permit others to, do
any of the following: (a) sell, distribute, transmit or otherwise provide access or use to any person not
authorized by this Agreement, (b) store Services in any information storage and retrieval system which
provides access to persons not authorized by this Agreement, (c) rent, sublicense, lease or assign any
license to the Software to anyone, (d) copy, reproduce, create derivative works from, de-compile,
disassemble or otherwise reverse-engineer the Services, or (e) make use of the Internet or an Intranet
to provide access to the Services through any local or wide area networks, timesharing services,
multiple site arrangements or other vehicles which permit multiple simultaneous access or distribution
other than as provided by this Agreement.
8. Payments. Payments are due as set forth in the Order Form. Undisputed payments not
received when due will bear interest at the lower of 2.5% per month or the highest rate permitted by
law. RIPALog may suspend Services if Agency’s payment of undisputed fees is 10 or more business
days late. RIPALog may also recover any sums spent in collecting undisputed sums not paid when
due, including reasonable attorneys’ fees. If Agency continues using the Services after the Term,
Agency will pay RIPALog the then prevailing pro-rated monthly rate for use of the Services until Agency
stops Agency’s use.
9. Term and Termination. The initial term of this Agreement (“Term”) is as set forth on the
Order Form. Either party may terminate this Agreement without cause at the end of the initial Term or
any renewal Term by providing the other party with 30 days prior written notice. Agency may
terminate this Agreement if RIPALog fails to provide the Services to Agency and the breach is not cured
within ten business days after RIPALog receives written notice of the breach. RIPALog may terminate
this Agreement if Agency breaches any term of this Agreement, including failing to make timely
payment of fees due, if the breach is not cured within ten business days after Agency receives written
notice of the breach. On termination with or without cause, all of Agency’s payment obligations due
through the date of termination will be then due and payable, RIPALog may revoke the license granted
to Agency by this Agreement and RIPALog may immediately prohibit Agency’s use and access to the
Services.
10. Limited Warranty and Disclaimer; Because of the possibilities of human and technical error
inherent in the input and compilation of data, Agency understands that the data provided by RIPALog
may contain errors. The prices which RIPALog is charging Agency for the Services is based, in part, on
RIPALog’s expectation that Agency will bear the risk of any loss or injury which might be incurred by
Agency or Agency’s Users in relying on that data. As a result, Agency is responsible for determining
that all data provided by RIPALog is sufficiently accurate for its purposes and that the Services operate
in a satisfactory manner.
RIPALog warrants to Agency that the Services will operate substantially in accordance with the
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RIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
documentation provided to Agency online (“Documentation”). This limited warranty will apply only
during the first 60 days after the Services are first made available to Agency (“Warranty Period”). If
the Services do not function in accordance with the Documentation, and Agency so notifies RIPALog in
writing during the Warranty Period (“Warranty Claim”), Agency will be entitled to a refund of the fees
collected by RIPALog during the Warranty Period. This refund will be Agency’s exclusive remedy for a
breach warranty. All Warranty Claims not made in writing or not received by RIPALog within the
Warranty Period will be deemed to have been waived.
OTHER THAN THIS LIMITED WARRANTY, RIPALog MAKES NO REPRESENTATIONS ABOUT
THE SERVICES AND IS PROVIDING THEM TO AGENCY AND AGENCY’S USERS “AS IS” AND
WITHOUT WARRANTY OF ANY KIND. RIPALog EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RIPALog DOES NOT
WARRANT (A) THAT THE SERVICES ARE OR WILL BE ACCURATE, COMPLETE,
UNINTERRUPTED, WITHOUT ERROR OR FREE OF VIRUSES, OTHER HARMFUL
COMPONENTS OR OTHER PROGRAM LIMITATIONS, OR (B) THE ACCURACY, QUALITY,
RELIABILITY, SUITABILITY, COMPLETENESS OR USEFULNESS OF THE REPORTS, DATA OR
OTHER INFORMATION AGENCY OBTAINS FROM USING THE SERVICES. USE OF THE
SERVICES IS ENTIRELY AT AGENCY’S OWN RISK AND AGENCY ASSUMES THE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION OF PROBLEMS THAT MAY BE CAUSED
BY VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, RIPALog WILL NOT BE LIABLE TO AGENCY OR ANY USER FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES EVEN IF IT HAS BEEN
APPRISED OF THE LIKELIHOOD OF THOSE DAMAGES. IN NO EVENT WILL RIPALog’s
AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES
PAID BY AGENCY TO RIPALog DURING THE CURRENT TERM.
11. Hardware And Service Requirements. Agency and Agency’s Users are solely responsible
for acquiring, servicing, maintaining and updating all equipment, devices, computers, software and
communications services that allow Agency to access and use the Services, and for all expenses
relating thereto (plus any applicable taxes). Agency and Agency’s Users will access and use the
Services in accordance with any operating instructions or procedures that may be issued by RIPALog,
and as amended by RIPALog from time to time. RIPALog does not make any commitments regarding
use or performance of the mobile app with Apple iOS versions other than 13.0 or higher, and Web
Services with browsers other than Google Chrome version 86 or higher and Mozilla Firefox version 84
or higher.
12. Performance. The operation and availability of the systems used for accessing and interacting
with the Services, including, mobile device networks, computer networks and the Internet or to
transmit information, whether or not supplied by Agency or RIPALog, can be unpredictable and may,
from time to time, interfere with or prevent the access to and/or the use or operation of the Services.
RIPALog is not responsible for that interference or prevention of access or use.
13. Miscellaneous Provisions.
(a) Governing Law. This Agreement is made under and will be governed by, and
construed in accordance with, the laws of the State of California, except that body of law controlling
DocuSign Envelope ID: D62207C7-BC3D-48A1-821D-28E464DECF6B
RIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
conflicts of law. The prevailing party in any litigation between the parties will recover its reasonable
attorneys’ fees and costs from the non-prevailing party.
(b) Marketing. Agency consents to RIPALog’s use of Agency’s name and logo for the
limited purpose of identifying Agency as a RIPALog customer. From time to time, RIPALog selects
candidates from its customer list whom it wishes to announce as a business relationship. If Agency is
selected, RIPALog will notify Agency before the press release or quote is published in the public
domain.
(c) Government Regulations. Neither Agency nor any of Agency’s Users will export, re-
export, transfer or make available, whether directly or indirectly, any regulated item or information to
anyone outside the U.S. in connection with this Agreement without first complying with all export
control laws and regulations which may be imposed by the U.S. government
(d) Survivability. The terms of the following Sections of this Agreement will survive any
cancellation, termination, or rescission: Ownership, Limitation of Use, Warranty and Limitation of
Liability.
(e) Severability and Waiver. If any provision of this Agreement is held to be
unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable
provisions will be construed in accordance with applicable law as nearly as possible to reflect the
original intention of the parties. The waiver of any breach or default of this Agreement will not
constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights
of the waiving party. Agency may not assign or delegate Agency’s obligations under this Agreement
either in whole or in part without the prior written consent of RIPALog.
(f) Governmental Agencies. Use of the Services by the United States Government or
other governmental agencies will be as “restricted computer software” or “limited rights data” as set
forth in “Rights in Data - General” at 48 CFR 52.227-14, or as “commercial computer software” or
“commercial computer software documentation” under DFARS 252.227-7015, or under such other
similar applicable terms to prevent the transfer of rights in and to the technology to the government
other than under normal commercial licensing terms.
(g) Privacy Policy. The RIPALog Privacy Policy can be accessed at on the RIPALog Web
site (“Privacy Policy”). The Privacy Policy is a part of this Agreement and is incorporated by reference.
(h) Entire Agreement and Amendments. The Agreement (including the Privacy Policy)
and the Order Form constitute the entire agreement between Agency and RIPALog with respect to the
Services and supersede all other communications and proposals, whether electronic, oral or non-
electronic. Terms in any other document, and in whatever form, will have no effect. RIPALog may
amend the provisions of this Agreement or the Privacy Policy at any time by posting the changed terms
on the the RIPALog Web site. By using the Services after revised terms are posted, Agency agrees to
be bound by the amended terms. Amendments that Agency proposes can only be accepted by
RIPALog in a non-electronic writing manually signed by authorized representatives of the parties. The
Services are being provided electronically and RIPALog may communicate electronically for matters
relating to the Services. Agency will periodically visit the RIPALog Web site to examine the then-
current Agreement (including the Privacy Policy).
DocuSign Envelope ID: D62207C7-BC3D-48A1-821D-28E464DECF6B
RIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed to be effective as of
the date written below
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Sarah A. Manwaring, City Clerk
Approved as to Form:
____________________________________
Jeffrey T. Melching, City Attorney
RIPALOG, LLC
Signature:
Name: Lou Kvitek
Job Title: Sales Manager
Date: 12/2/2021
DocuSign Envelope ID: D62207C7-BC3D-48A1-821D-28E464DECF6B
RIPALog, LLC • tel 877.IT4.COPS • fax 877.484.2677 • www.RIPALog.com
5655 Silver Creek Valley Road #316, San Jose, California 95138
RIPALog Order Form
RIPALog, LLC
Date:
12/2/2021 _
Tel 877.IT4.COPS
Fax 877.484.2677
Order Number: 202112-135
Please complete the following (print/type) for the Agency:
Contact Name
Contact Phone
Email address
ORI Number CA0334900
Agency Name Menifee Police Department
Address 1 29844 Haun Road
Address 2
City Menifee
State CA
Zip 92586
Agency Phone 951-723-1500
Agency Fax 951-679-3843
1. Service commencement date: 12/1/2021
2. Subscription Term: Annual – invoice for July 1 fiscal year
3. Payment: Base License $ 8,000
Subscription $ 4,320 (01Dec2021-30Jun2022)
Subscription $ 7,200 (01Jul2022-30Jun2023)
All payments will be invoiced each Term and are due upon receipt. Amounts above do not
include any applicable sales, use, excise or similar taxes, which will be set on each invoice.
4. Information: Number of sworn officers 65
DOJ submittal : Start: by law with Jan 2022 data
(fee covers DOJ data collection and submittal)
Interval: TBD (monthly, quarterly, annually)
Agency confirmation: Print:
RIPALog Sales Rep: Print: Lou Kvitek
DocuSign Envelope ID: D62207C7-BC3D-48A1-821D-28E464DECF6B