Last Updated: January 26, 2023

Partner Terms and Conditions Agreement

Capitalized terms that are used below and not otherwise defined within a specific section have the definitions set forth in the last section of this Agreement.

RapidSOS Data. Subject to the terms of this Agreement, RapidSOS, Inc. (“RapidSOS”) hereby grants the public safety software partner (“Vendor”) a non-exclusive, non-transferable, non-sublicensable (except to Public Safety Providers as described herein), revocable, non-exclusive, royalty-free, fully paid, license to incorporate the RapidSOS Data into Vendor’s products and services and to sub-license and distribute the RapidSOS Data as part of the products and services that Vendor provides to Public Safety Providers for their use on an emergency service basis only; provided that Vendor requires the Public Safety Providers to limit its use of the RapidSOS Data solely as needed to assist with emergencies. This limited license consists of the right to (a) use the RapidSOS IP to access, use, reproduce, distribute, display, transmit and otherwise make available the RapidSOS Data as part of the Permitted Purpose through the Vendor’s products and services made available to Public Safety Providers; and (b) use and reproduce all Documentation for the RapidSOS Service and to grant Public Safety Providers the right to use and reproduce such Documentation solely for Vendor’s and each such PSAP’s respective internal business purposes to the extent reasonably necessary to support the Permitted Purpose. As applicable, RapidSOS retains all right, title, and ownership in all data and information provided to Vendor by or on behalf of RapidSOS in connection with the Permitted Purpose, including, without limitation, Personal Data, and Confidential Information (as defined below) of or related to RapidSOS. Such information and data are to be used by Vendor solely in accordance with the Permitted Purpose and subject to the terms of this Agreement. Except as expressly set forth herein, no licenses or other rights are granted or implied. “Permitted Purpose” means that Vendor and its personnel shall only Process RapidSOS Data for the purpose of supplying emergency information to a PSAP in connection with such PSAP’s request for RapidSOS Data in providing emergency assistance.
Ownership of Intellectual Property. Vendor acknowledges and agrees that the RapidSOS IP is owned by and shall remain the sole property of RapidSOS and its licensors, that the RapidSOS IP may contain, embody, and be based upon Intellectual Property Rights owned or licensed by RapidSOS and its licensors, and that RapidSOS and its licensors shall continue to be the sole owner of all Intellectual Property Rights in and to the RapidSOS IP. Nothing herein conveys to Vendor title or ownership of the RapidSOS IP, but only a right of limited use and distribution in accordance with this Agreement. Vendor acknowledges that the RapidSOS IP is entitled to protection under applicable copyright and other intellectual property laws and constitutes valuable assets, trade secrets, and proprietary rights of RapidSOS or its licensors. For clarity, any interaction of the RapidSOS IP with Vendor’s software or services shall not be considered a derivative work of RapidSOS IP or Vendor software or services. Vendor shall not directly or indirectly: (a) reverse engineer, decompile, disassemble or translate the RapidSOS IP, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any RapidSOS IP or any portion thereof; (b) interfere with, modify, disrupt or disable features or functionality of the RapidSOS IP; (c) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the RapidSOS IP to any third party except in accordance with the Permitted Purpose; (d) provide use of the RapidSOS IP on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the RapidSOS IP or “frame” or “mirror” the RapidSOS IP on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the RapidSOS IP (for the avoidance of doubt, this does not preclude Vendor from fulfilling the Permitted Purpose for the benefit of or access to a PSAP as permitted under this Agreement); (e) use the RapidSOS IP in any manner or for any purpose that violates any law or regulation or any right of any person; (f) create derivative works of or otherwise modify the RapidSOS IP, except as expressly permitted by this Agreement; (g) misrepresent the source or ownership of RapidSOS IP; or (h) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment into the network environment of RapidSOS or a Public Safety Provider.
Trademarks; Marketing Materials. Notwithstanding anything to the contrary, each Party may reference the other Party solely for the purpose of marketing and promoting the Permitted Purpose, subject to the other Party’s trademark and logo usage guidelines, if any, provided by the other Party. Each Party shall have the unilateral right to establish quality standards for all materials on which its trademarks are displayed and to inspect such samples. Each of the Parties acknowledges and agrees that all use and goodwill associated with the other Party’s trademarks will inure to the benefit of the other Party. Each of the Parties shall have an immediate right to suspend the other Party’s use of its trademarks if such usage is improper or inconsistent with the terms of this Agreement or such Party’s trademarks guidelines, as amended from time to time. Each Party may prepare marketing materials relating to the other Party’s products and services and may use the other Party’s name, logo, and trademarks strictly in accordance with the conditions above, provided that such materials are submitted to the other Party for review and approval prior to distribution. Such Party’s approval of such marketing materials shall not be unreasonably withheld or delayed. Any marketing materials (including, but not limited to, advertisement and promotional materials) created by each Party mentioning or highlighting the other Party’s products or offerings shall not contain any misstatements of fact, shall be fully compliant with the applicable laws, rules, and regulations, and shall be distinct from, and not cause any confusion with, any marketing materials or products or services offered by said other Party.
Restrictions. Vendor agrees (a) to Process RapidSOS Data solely for the Permitted Purpose, (b) to transmit RapidSOS Data as received, without any modification, change, or alteration thereof, except to adapt or format the RapidSOS Data as necessary to display in Vendor’s products or services for Public Safety Providers in connection with the Permitted Purpose, and (c) that the RapidSOS Supplemental Data is only supplemental emergency information and should not be relied upon by any party. By receiving the RapidSOS Service and the RapidSOS Data, Vendor agrees that it will not: (a) scrape RapidSOS Data; (b) use RapidSOS Service for any illegal purpose or in violation of any local, state, national, or international law; violate or encourage others to violate any right of a third-party, including by infringing or misappropriating any third-party intellectual property right; (c) post, upload, or distribute content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (d) interfere with security-related features of the RapidSOS Service, including by: (i) disabling or circumventing features that prevent or limit the use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of RapidSOS Service except to the extent that the activity is expressly permitted by applicable law; (e) interfere with the operation of the RapidSOS Service or any other user’s use of the RapidSOS Service, including by: (i) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Platform or the RapidSOS Service; (iii) attempting to collect, personal information about another user or third-party without appropriate authorization; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform or the RapidSOS Service, or violating any regulation, policy, or procedure of any network, equipment, or server; (f) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other RapidSOS Service or Platform account without permission; (g) sell or otherwise transfer the access granted under this Agreement; or (h) attempt to do any of the acts described in this Section or assist or permit any person to engage in any of the acts described in this Section.
In addition, Vendor agrees to promptly delete any and all RapidSOS Data and all copies and derivations thereof within twenty-four (24) hours of receipt of the RapidSOS Data. If the PSAP requests that RapidSOS Data be retained for longer, Vendor may retain the RapidSOS Data as required by PSAPs, but in no case longer than one (1) year, unless and only for so long as Vendor is expressly obligated to retain such data by applicable law, regulations, or court-order. Subject to Vendor’s obligation to delete RapidSOS Data as described above, Vendor may only provide data retention or analytics service if directly requested and authorized to do so by, and on behalf of, the competent controlling government or quasi-governmental agency or instrumentality. LIS geodetic location data provided by any analytics service must be anonymized.
Prior to providing the Vendor with access to the RapidSOS Data, and periodically from time to time thereafter during the term of this Agreement, RapidSOS shall have the right to audit and/or perform security assessments of the Vendor’s systems, databases, Vendor-designated third party systems, or other records that may interact with RapidSOS Service to ensure compliance with the terms of the Agreement, including, but not limited to, Vendor’s compliance with its obligations regarding the deletion of RapidSOS Data. In connection with such audit and/or assessment, RapidSOS may request the timely completion of questionnaires submitted to Vendor. Upon completion of the audit or security assessment, RapidSOS may provide Vendor with its recommendations, and Vendor shall implement any such recommendations to align with industry best practices and/or to cure non-compliance promptly and/or within a timeframe to be agreed upon by the parties, provided that if non-compliance is discovered, then in accordance with any notice and cure provisions of this Agreement. Any information shared or provided as part of an audit or assessment shall be subject to the confidentiality provisions of this Agreement. Further, any third-party auditors shall be required to enter into a non-disclosure agreement with the Vendor, which shall have confidentiality terms and conditions similar to those in this Agreement.
RapidSOS makes no warranties and accepts no liabilities for the accuracy or impacts of scraped or re-rendered data, and RapidSOS reserves the right to exercise all of its rights set forth in this Agreement. Vendor agrees to use and maintain appropriate administrative, technical, and physical safeguards to protect the RapidSOS Data as further set forth in this Agreement, including from any loss, damage, or misuse. RapidSOS reserves the right to review and audit Vendor’s data security policies and procedures with respect to RapidSOS Data and request reasonable updates thereto upon reasonable notice and during regular business hours.
Request of RapidSOS Data Credentials. Prior to being granted access to RapidSOS Data through the Integrated Product, PSAPs will be required to request a unique set of credentials from RapidSOS that will allow such PSAP to have access to RapidSOS Data through the Integrated Product and to acknowledge and agree to the terms and conditions set forth at https://rapidsos.com/business-terms-of-service/ (the “RapidSOS EULA”).
Integrated Product. Vendor and RapidSOS shall work together in good faith to make the Integrated Product available to PSAPs. Each Party will cover its own costs in connection therewith.
Collection and Analysis. The Vendor acknowledges and agrees that RapidSOS may, from time to time, collect and analyze data arising from the use of the RapidSOS Service in order to facilitate delivery of the RapidSOS Service, improve the RapidSOS Service and RapidSOS Service users’ experience, and develop new products, services, features, and functionality. Any such collection will be done in accordance with applicable laws regarding the collection of such data.
Updates. Vendor acknowledges that RapidSOS may, from time to time, and at its sole discretion, update and modify the RapidSOS API, as well as discontinue certain portions thereof (in each instance, an “Update”). Vendor shall implement and use the most current version of the RapidSOS Services and make any changes to the Vendor’s systems that are required as a result of such update, at Vendor’s sole cost and expense, within 90 days for immaterial changes that are easily implemented and do not adversely affect Vendor and within 180 days for all other changes. Vendor further acknowledges that updates may adversely affect the manner in which the Vendor’s systems access or communicate with the RapidSOS Services or how data is rendered by the RapidSOS Services. Vendor’s continued access or use of the RapidSOS Services following an update will constitute binding acceptance of the Update. In accordance with the terms set forth herein, RapidSOS will use commercially reasonable efforts to assist Vendor with integrating any Update.
Disclaimer. The RapidSOS Data is provided to Vendor As-Is. RapidSOS makes no representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever. All express or implied representations or warranties are hereby excluded to the fullest extent allowed by applicable law. RapidSOS expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. For clarity, RapidSOS does not generate the RapidSOS Data available in the RapidSOS Service, instead serving as the conveyance mechanism for the RapidSOS Data into the Integrated Product. Vendor acknowledges that its understanding as of the date of this Agreement is that RapidSOS is under no current regulatory obligation to provide the RapidSOS Data or any data as contemplated by this Agreement. It is possible that no RapidSOS Data is available within the RapidSOS Service in relation to specific requests. RapidSOS can only provide RapidSOS Data that is available to RapidSOS, and in case no RapidSOS Data is available, RapidSOS will return a message indicating that no RapidSOS Data is available with respect to such query.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS, LOST REVENUES OR OTHER INCIDENTAL DAMAGES BASED ON ANY THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER EITHER PARTY’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. LIMITATIONS IN THIS SECTION WILL NOT APPLY TO AMOUNTS OWED IN RESPECT OF A PARTY’S OBLIGATIONS TO INDEMNIFY THE OTHER PARTY.
Free Service; Modifications. Vendor acknowledges and agrees that (a) RapidSOS Service Data is being made available to Vendor for free for the express purpose of providing such data to an authorized Public Safety Provider, and (b) RapidSOS reserves the right, at its discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes via the RapidSOS website. Modifications are effective upon publication. Continued use or acceptance of RapidSOS Data following such modifications will be deemed your acceptance of the modified Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Vendor shall not charge authorized PSAPs any separate or additional fee to receive RapidSOS Service Data.
Confidentiality. All Confidential Information relating to a Party (the “Disclosing Party”) shall be held in confidence by the other Party (the “Recipient”) to the same extent and with at least the same degree of care as the Recipient protects its own confidential or proprietary information of like kind and importance, but in no event using less than a reasonable degree of care. “Confidential Information” of the Disclosing Party includes all information obtained by Recipient that (a) given its nature and context, should reasonably be deemed confidential, (b) is generally unavailable to the public, or (c) has been marked “confidential” or other similar designation. RapidSOS Data is considered Confidential Information. Recipient may use the Disclosing Party’s Confidential Information solely in order to carry out the obligations and business relationship set forth in this Agreement. In addition, Recipient shall not disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other Party in any form to, or for the use or benefit of, any person without the other Party’s written consent or as otherwise provided in this Agreement. Recipient shall, however, be permitted to disclose relevant aspects of Disclosing Party’s Confidential Information as required by law and to its affiliates, officers, directors, investors, professional advisors, and employees (collectively, “Representatives”) to the extent that such disclosure is necessary for the performance of Recipient’s duties and obligations under this Agreement and where such Representatives are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient’s obligations with respect to any Confidential Information will terminate if Recipient can show by written records that such information: (a) was already known to Recipient at the time of disclosure by the Disclosing Party, (b) was disclosed to Recipient by a third person who had the right to make such disclosure without any confidentiality restrictions, (c) is, or through no fault of Recipient has become, generally available to the public, or (d) was independently developed by Recipient without access to, or use of, the Confidential Information. Recipient shall: (a) notify Disclosing Party promptly of any material unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information by any person that may become known to Recipient; (b) promptly furnish to Disclosing Party the details of such unauthorized possession, use or knowledge, or attempt thereof, and assist in investigating or preventing any recurrence; and (c) cooperate with Disclosing Party in litigation and investigation against third persons reasonably deemed necessary by Disclosing Party. Disclosing Party will reimburse reasonable out-of-pocket expenses incurred by Recipient as a result of compliance with this Section.
Indemnification. Vendor shall defend RapidSOS from and against any third-party claim based on (a) Vendor’s gross negligence or willful misconduct; (b) Vendor’s intellectual property (inclusive of the Integrated Product and the RapidSOS IP, as applicable) infringing the Intellectual Property Rights of a third party (“Infringement Claim”) (but only to the extent such infringement is not a result of RapidSOS’s actions); (c) any actual personal or bodily injury (including death) solely caused by Vendor; (d) Vendor’s violation of any law or regulation; or (e) any loss or damage of Personal Data and costs resulting from any claims by third parties in connection with Personal Data, including the data subjects thereof, relating to or arising from any unlawful Processing by Vendor and indemnify RapidSOS from the resulting costs and damages finally awarded against RapidSOS to such third party by a court of competent jurisdiction or agreed to in settlement. RapidSOS shall: (a) give Vendor prompt written notice of the claim (except that any delay in providing any such notice will only excuse Vendor’s defense and indemnification obligation to the extent the Vendor is prejudiced or damaged by such delay); (b) grant Vendor full and complete control over the defense and settlement of the claim (provided such settlement releases RapidSOS of all liability and damages and does not restrict any subsequent business activity of RapidSOS or involve an admission of guilt or responsibility of RapidSOS); and provided that RapidSOS may participate in the defense and settlement of the claim at its own expense to the extent RapidSOS’s counsel coordinates with Vendor’s counsel; and (c) reasonably assist Vendor, at Vendor’s sole cost and expense for all out-of-pocket expenses, with the defense and settlement of the claim as Vendor may reasonably request.
Termination. RapidSOS may terminate Vendor’s access to RapidSOS IP and RapidSOS Data at any time upon thirty (30) days prior written notice to Vendor. RapidSOS shall not have any liability in connection with such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of RapidSOS or Vendor.
Suspension of Service. Vendor agrees that RapidSOS may, with or without notice and at any time, suspend access to the RapidSOS Services in the event that: (a) RapidSOS reasonably believes that Vendor’s use of the RapidSOS IP violates any law, regulation, rule, or order, or (b) RapidSOS reasonably determines that Vendor’s use of the RapidSOS IP violates any usage policy or guidelines that have been provided to Vendor by RapidSOS, including as set forth in this Agreement.
Compliance with Laws. Vendor shall comply with all applicable laws in connection with this Agreement. Without limiting the foregoing:
1. The products/services/information that Vendor obtains from RapidSOS is subject to the jurisdiction of U.S. export control laws and regulations. The re-export or re-transfer of any products/services/information to other countries or persons may require a U.S. export license or other approval. Vendor will not transfer the products/services/information of RapidSOS in violation of any U.S. export control law, including, without limitation, by making any exports or re-exports of products/services/information of RapidSOS to any U.S. embargoed country at any time included in the list of U.S. embargoed countries. In the event of an alleged breach of export controls hereunder, Vendor shall furnish to RapidSOS all information requested to establish compliance with U.S. export regulations.
2. The U.S. Foreign Corrupt Practices Act and similar anti-corruption and anti-bribery laws in other countries generally prohibit making, promising, or offering payments or gifts to government officials to obtain or retain business or to secure any improper business advantage. Vendor will not offer or make any payments or provide anything of value to a government official to influence an official action that awards business, retains business, or secures an improper business advantage in connection with any products/services. In the event of an alleged breach of the anti-corruption obligations, Vendor shall cooperate in good faith with RapidSOS to determine whether an alleged breach occurred. In such case, Vendor shall furnish to RapidSOS all information requested to establish compliance with RapidSOS’s anti-corruption obligations.
3. Vendor shall comply with all applicable laws and regulations in all relevant jurisdictions, including those relating to the privacy, data protection, data or information security, confidentiality, and integrity of Confidential Information.
Independent Contractors. The relationship of the Parties under this Agreement is that of independent contractors, and nothing herein shall be construed as creating any other relationship between the Parties. Without limiting the preceding sentence, this Agreement shall not create or in any way be interpreted as a joint venture, partnership, or formal business organization of any kind. Nothing in this Agreement shall be interpreted as granting either Party the right to make commitments of any kind for the other Party.
No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any provision of this Agreement.
Equitable Remedies. Damages may be an inadequate remedy in the event of a breach under this Agreement by either Party. Accordingly, the Parties acknowledge and agree that either Party is entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief without the posting any bond or other form of security and without needing to prove irreparable harm.
Governing Law; Venue. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions, and each Party irrevocably agrees to submit to the jurisdiction of and venue in the federal and state courts located in the State of New York. If any legal action is brought by a Party to enforce this Agreement, the prevailing Party will be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the non-prevailing Party.
Information Security; Access Control
1. Network Security. Vendor shall maintain industry-standard information security programs designed to protect its network from unauthorized access or breach by utilizing industry-standard administrative, operational, and technical safeguards reasonably required for the types of data contained within said network.
2. Security Breach Notification. Vendor shall promptly notify RapidSOS if Vendor knows or has reason to believe there has been any misuse, compromise, loss, or unauthorized disclosure or acquisition of, or access to, Confidential Information (“Information Security Breach”), and shall (i) promptly notify RapidSOS of such Information Security Breach, (ii) investigate, remediate, and mitigate the effects of the Information Security Breach, (iii) cooperate with RapidSOS’s investigation of the Information Security Breach; and (iv) provide RapidSOS with adequate evidence of such investigation, remediation, and mitigation. Vendor shall provide, at RapidSOS’s request, information related to any such Information Security Breach, including, but not limited to, vulnerabilities or flaws, start or end date, date of discovery, and specific actions taken to contain and/or mitigate the Information Security Breach. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Vendor or Vendor’s employees and/or contractors, and if RapidSOS reasonably determines that notices (whether in RapidSOS’s or Vendor’s name) or other remedial measures (including notice, credit monitoring services, fraud insurance and/or the establishment of a call center to respond to customer inquiries) are warranted, Vendor will undertake the aforementioned notices and/or remedial actions at its cost.
Privacy Requirements.
1. Vendor shall have no right, title, or interest in any RapidSOS Data, including any Personal Data, in either encrypted or decrypted form obtained by Vendor as a result of Vendor’s permitted use contemplated in this Agreement. If Vendor is unable to comply with the obligations stated in this Section, Vendor shall promptly notify RapidSOS, and RapidSOS may take any one or more of the following actions: (i) suspend the transfer of such RapidSOS Data to Vendor; (ii) require Vendor to cease Processing such RapidSOS Data; (iii) demand the secure return or destruction of such RapidSOS Data; or (iv) immediately terminate this Vendor’s access to the RapidSOS Data and RapidSOS IP. Vendor acknowledges that as a result of this Agreement, Vendor and Vendor personnel may obtain Personal Data. Vendor shall ensure that any Vendor personnel assigned to perform services, collect, access, maintain, use, process, and transfer such Personal Data in connection with the Permitted Purpose do so in strict compliance with the requirements set forth in this Agreement.
2. Vendor and its personnel shall only Process RapidSOS Data obtained by it as a result of this Agreement in accordance with the requirements and limitations set forth in this Agreement and shall only do so for the Permitted Purpose. Vendor shall not create, use, or disclose de-identified, anonymized, derived, and/or aggregated data based on RapidSOS Data for any purpose except as required to provide analytics and service performance metrics to RapidSOS or the PSAP.
3. Vendor shall take all appropriate legal, organizational, and technical measures to ensure the confidentiality of RapidSOS Data obtained by it as a result of the Permitted Purpose and protect such RapidSOS Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing, keeping in mind the nature of such data.
4. All RapidSOS Data obtained by Vendor as a result of this Agreement shall be deleted from Vendor’s client-side cache(s) no later than twenty-four (24) hours from Vendor’s receipt of the RapidSOS Data. Except as required by the Permitted Purpose, Vendor shall not collect or otherwise store RapidSOS Data.
5. With the exception of PSAPs who will treat RapidSOS Data they receive as a result of the Permitted Purpose in accordance with the laws, regulations, policies, and procedures governing their operation, in all cases, Vendor shall only disclose RapidSOS Data obtained by it as a result of this Agreement to third parties (including Vendor personnel), who have a need to know in connection with the Permitted Purpose described herein and have signed agreements that require them to protect such RapidSOS Data in the same manner as detailed in this Agreement. Vendor shall hold such third parties with access to such RapidSOS Data accountable for violations of this Agreement, including imposing sanctions, removing such third parties from performing services, and, where appropriate, terminating contracts and employment.
6. Vendor shall at all times abide by all applicable privacy laws and regulations, its privacy policies, this Agreement, and RapidSOS’s instructions when processing RapidSOS Data under this Agreement. Where applicable, both RapidSOS and Vendor shall be considered “processors” as defined by the General Data Protection Regulation of Europe and/or the Data Protection Act of 2018 in the United Kingdom.
7. Vendor represents and warrants that it is currently in compliance with all applicable laws pertaining to privacy and security and is not currently: (i) the subject of any material governmental inquiry, investigation, audit, or litigation regarding Vendor’s compliance with any applicable laws pertaining to privacy and security; and (ii) has not been the subject of any material governmental inquiry, investigation, audit, or litigation regarding Vendor’s compliance with any applicable laws pertaining to privacy and security within the three (3) years prior to the date of this Agreement.
8. In the event that further privacy, confidentiality, data protection, or data security terms become necessary, as reasonably determined by RapidSOS, Vendor and RapidSOS will negotiate in good faith to incorporate terms into the Agreement addressing the topics raised by RapidSOS.
Verification. Vendor acknowledges and agrees that RapidSOS or a RapidSOS-appointed third-party (collectively, “Monitor”) has the right, for the purpose of verifying compliance with the requirements of this Agreement, to review the systems and records of Vendor and Vendor’s affiliates that Process the Confidential Information. RapidSOS will notify Vendor of its intent to review Vendor in accordance with this Section by providing at least five (5) business days’ notice to Vendor. Vendor will provide Monitor with access to its site, systems, and records as reasonably necessary to assess compliance with the requirements of this Agreement. Vendor will make available to Monitor, for in-person or phone interviews, any Vendor employees and/or contractors for the provision of information and cooperation related to the verification hereunder. Such verification will be at RapidSOS’s expense unless it reveals material non-compliance with the requirements of this Agreement, in which case Vendor will bear the full cost.
Definitions.
1. “API” means an Application Program Interface, a particular set of rules and/or specifications that software applications follow to communicate with each other.
2. “Documentation” means all materials useful in connection with the RapidSOS Service, such as technical, repair, marketing and user documentation and any succeeding changes thereto, including, without limitation, all specifications as set forth in product manuals; installation, maintenance, operating and end user manuals, instructions and diagnostics; system administrative materials; API materials; and configuration guides.
3. “First Responders” means persons designated to respond to an emergency, including, without limitation, policemen, firefighters, paramedics, emergency medical technicians, and rescuers.
4. “Integrated Product” means Vendor’s products and services made available to PSAPs in connection with the Permitted Purpose that Process RapidSOS Data through the use of the RapidSOS API.
5. “Intellectual Property Rights” means all intellectual property rights, industrial property rights and other similar rights recognized throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including, without limitation: (a) copyrights, rights in trade secrets, rights in Marks, patents, design rights, database rights, rights in processes, rights in methods, moral rights, mask work rights, publicity and personality rights, and privacy rights; and (b) any application or right to apply for any of the rights referred to in (a), and all enhancements, improvements, renewals, extensions and restorations.
6. “Marks” means the trade names, trade dress, trademarks, service marks, commercial symbols, domain names, brands, designs, logos and/or any other marks used to denote the owner or licensors as the source of the products and services.
7. “Party” means, as applicable, either Vendor or RapidSOS.
8. “Personal Data” means information relating to identified or identifiable individuals.
9. “Process” means any operation or set of operations performed upon data, such as accessing, obtaining, storing, transmitting, using, maintaining, disclosing or disposing of the information.
10. “PSAPs” or “Public Safety Providers” means First Responders, public safety answering points, emergency communication centers, or other public safety agencies.
11. “RapidSOS API” means the API provided by RapidSOS that allows Vendor and PSAPs to access the RapidSOS Service, as updated from time to time.
12. “RapidSOS Data” means all data, including RapidSOS Service Data, that RapidSOS may make available to Vendor for Vendor to make such data available through its products and services to Public Safety Providers in accordance with the terms of this Agreement.
13. “RapidSOS IP” means the RapidSOS Service, RapidSOS API, Documentation, and the RapidSOS Data, and all derivative works to each of the foregoing.
14. “RapidSOS Service” means RapidSOS’ software, applications, programs, platforms and other products or services that provide the RapidSOS Data.
15. “RapidSOS Service Data” means location data, including, to the extent applicable, Personal Data, made available through RapidSOS’s Latest Emergency Information (LEI) API that RapidSOS may make available to Vendor for Vendor to make such data available through its products and services to Public Safety Providers in accordance with the terms of this Agreement.
16. “RapidSOS Supplemental Data” means all supplemental emergency data, including but not limited to RapidSOS Service Data and including, to the extent applicable, Personal Data, that RapidSOS may make available to Vendor for Vendor to make such data available through its products and services to Public Safety Providers in accordance with the terms of this Agreement.