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ANNIE PEREZ, CPPO EMILIO T. GONZALEZ, PH.D.
Chief Procurement Officer City Manager
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ADDENDUM TO END USER LICENSE AGREEMENT BETWEEN
CELLEBRITE INC. AND THE CITY OF MIAMI
1. The provisions of this Addendum shall supersede any and all provisions in any other Agreement
or understanding between the parties whether oral or in writing, and in the event a provision of
this Addendum conflicts with a provision of the End User License Agreement ("EULA") between
Cellebrite Inc.("CELLEBRITE") and the City of Miami ("City"), or seeks to eliminate a provision
of the EULA, the provisions of this Addendum shall apply.
2. All references to the City of Miami as "Licensee", "Buyer", and "Customer" shall be deleted. The
City of Miami shall be referenced as "City".
3. Section 2, titled "License Grant", Subsection A.v, of the EULA has been deleted in its
entirety and replaced with the following language:
Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein each
computer running an Authorization Product will be configured or at least limited to serve only
one remote connection at a time. In other words, only one Authorized User can use a Remote
Access Protocol at the same time. For example, if a host computer is installed with multiple
instances of Cellebrite's UFED Physical Analyzer, Buyer will reasonably ensure that it is not
possible, for multiple remote users to connect to the host computer and/or ensure that the
foregoing does not occur. Regarding any other Cellebrite products or software other than
Cellebrite's UFED Physical Analyzer, Buyer may not use a Remote Access Protocol unless
expressly agreed to in writing by Cellebrite.
4. Section 2, titled "License Grant", Subsection C.ii, of the EULA has been deleted in its
entirety and replaced with the following language:
UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR
REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY UNDER ANY
CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER
INDIRECT DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO
THE USE OF ANY OF THE CELLEBRITE UFED FAMILY OF PRODUCTS IN CONNECTION
WITH ANY PRODUCT AND/OR MOBILE DEVICE DEVELOPED, MANUFACTURED,
PRODUCED, PROGRAMMED, ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY
OTHER THIRD PERSON OR ENTITY, WITHOUT OBTAINING EACH APPLICABLE
CONSENT AND APPROVAL.
5. Section 2, titled "License Grant", Subsection C.iii, of the EULA has been deleted in its
entirety and replaced with the following language:
The City represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who have
obtained any necessary consents and approvals pursuant to applicable Law shall be permitted
to use any of the Cellebrite UFED family of products; (b) Users of Buyer shall only use any of
the Cellebrite UFED family of products in compliance with the terms of service, terms of use or
other agreement with a Third Party; and (c) Buyer and its Users shall only use any of the UFED
family of Products in compliance with all applicable Laws.
6. Section 2, titled "License Grant", Subsection FJ, of the EULA has been deleted in its
entirety and replaced with the following language:
To the extent allowed by the Florida Public Records Act, Chapter 119, Florida Statutes, Disclose
any results of testing or benchmarking of any Software to any Third Party.
7. Section 2, titled "License Grant", Subsection G, of the EULA has been deleted in its
entirety and replaced with the following language:
Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer
Programs) grants Buyer the right to reverse engineer any Software to make it interoperable
without Cellebrite's consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite
of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may
decide either to: (a) perform the work to achieve such interoperability and charge its then -
standard rates for such work to Buyer; or (b) permit Buyer to reverse engineer parts of such
Software only to the extent necessary to achieve such interoperability.
8. Section 5, titled "Exclusive Remedies and Limitation of Liability", Subsection C, of the
EULA has been deleted in its entirety and replaced with the following language:
Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA,
CELLEBRITE AND BUYER SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
CELLEBRITE OR BUYER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN
EXCLUSIVE REMEDY.
9. Section 6, titled "Buyer Indemnity", of the EULA has been deleted in its entirety.
10.Section 7, titled "Cellebrite Indemnity", of the EULA has been deleted in its entirety and
replaced with the following language:
Cellebrite shall indemnify, hold and save harmless, and defend (at its own cost and expense),
the City, its officers, agents, directors, and/or employees, from all actual liabilities, damages,
losses, judgements, and reasonable costs, including, but not limited to, reasonable attorney's
fees, to the extent caused by the negligence, recklessness, negligent act or omission or
intentional wrongful misconduct of Cellebrite and persons employed or utilized by Cellebrite in
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the performance of this Contract. Cellebrite shall further indemnify, hold harmless and defend
(at its own cost) the City, its officials and employees against any civil actions statutory, including,
without limitation, intellectual property rights claims, injuries or damages resulting from the
permitted work. In the event that any action or proceeding is brought against the City by reason
of any such claim or demand, Cellebrite shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. Cellebrite expressly understands
and agrees that any insurance protection required by this Contract or otherwise provided by
Cellebrite shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the City or its officers, employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate Cellebrite to defend, at its own expense, to
and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide
for such defense, at the City's option, any and all claims of liability and all suits and actions of
every name and description which may be brought against the City, whether performed by
Cellebrite, or persons employed or utilized by Cellebrite.
These duties will survive the cancellation or expiration of the Contract. This Section will be
interpreted under the laws of the State of Florida, including without limitation and interpretation,
which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as
applicable and as amended.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and
independent consideration for the granting of this Indemnification, the receipt and sufficiency of
which is voluntarily and knowingly acknowledged by CELLEBRITE.
Limitation on Liability for Indemnification Claims. IN NO EVENT WILL CELLEBRITE'S
TOTAL AGGREGATE LIABILITY, FOR ALL INDEMNIFICATION CLAIMS IN THE
AGGREGATE TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM,
RELATING TO OR CONNECTED WITH OUR SERVICE, THIS AGREEMENT, OR THESE
TERMS, EXCEED THE SUM OF ONE MILLION DOLLARS (USD $1,000,000.00).
Limitation on Liability for All Claims Other than Indemnification. IN NO EVENT WILL
CELLEBRITE'S TOTAL AGGREGATE LIABILITY, FOR ALL CLAIMS IN THE AGGREGATE
TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR
CONNECTED WITH OUR SERVICE, THIS AGREEMENT, OR THESE TERMS, EXCEED THE
SUM RECEIVED BY CELLEBRITE UNDER THIS AGREEMENT IN THE PAST TWELVE
MONTHS.
No Liability for Force Majeure. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THIS AGREEMENT WHERE
SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL,
INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS,
LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES,
COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES,
TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE
SUPPLIES OR MATERIALS.
11. Section 10, titled "Term and Termination", subsection B titled "Termination", of the EULA
has been deleted in its entirety and replaced with the following language:
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The City, acting through its City Manager, shall have the right to terminate this Agreement, in its
sole discretion, for convenience, and without penalty, at any time, by giving written notice to
Cellebrite at least sixty (60) calendar days prior to the effective date of such termination. In such
event, the City shall pay to Cellebrite compensation for services rendered and approved
expenses incurred prior to the effective date of termination. In no event shall the City be liable
to Cellebrite for any additional compensation, any alleged damages, and expenses incurred,
other than that provided herein, and in no event, shall the City by liable for any consequential or
incidental damages, Cellebrite shall have no recourse or remedy against the City for a
termination under this subsection except for payment of fees due prior to the effective date of
termination.
12. Section 11, titled "Choice of Law; Jurisdiction; Governing Language", subsection A, titled
"Choice of Law; Jurisdiction", of the EULA has been deleted its entirety and replaced with
the following language:
This Agreement and all acts and transactions pursuant hereto and the rights of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of Florida.
Each of the parties to this Agreement consent to the exclusive jurisdiction and venue of the
courts of Miami -Dade County, Florida; any and all disputes arising under the terms of this
Agreement must be resolved exclusively in the courts located within Miami -Dade County, FL.
City must initiate a cause of action for any claim(s) arising out of or relating to this Agreement
and its subject matter within one (1) year from the date when City knew, or should have known
after reasonable investigation prompted by some incident, action or omission, of the facts giving
rise to the claim(s).
In the event of a dispute, each party shall be responsible for payment of its own attorney's fees.
13. Section 16, titled "Entire Agreement", is hereby added with the following language:
The Agreement consists of this Addendum, EULA, and its Exhibits. The Agreement as described
is the full and final Agreement between the parties as to its subject matter and supersedes all
prior or contemporaneous communications and writings between the parties as to its subject
matter.
14. Section 17, titled "Public Records", is hereby added with the following language:
Cellebrite hereby agrees and understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to the City, subject to the provisions of
Chapter 119, Florida Statutes, and any specific exemptions there from, and Cellebrite agrees to
allow access by the City and the public to all documents subject to disclosure under applicable
law unless there is a specific exemption from such access. Cellebrite's failure or refusal to
comply with the provisions of this section shall result in immediate termination of Cellebrite by
the City.
Pursuant to the provisions of section 119.0701, Florida Statutes, Cellebrite must comply with the
Florida Public Records Laws, specifically Cellebrite must:
1) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
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2) Provide the public with access to public records on the same terms and conditions that the
public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
4) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of CELLEBRITE upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements.
5) All records stored electronically must be provided to the City in a format compatible with the
information technology systems of the public agency.
Should CELLEBRITE determine to dispute any public access provision required by Florida
Statutes, then CELLEBRITE shall do so at its own expense and at no cost to the City. IF
CELLEBRITE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CELLEBRITE'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
PUBLICRECORDS(j�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF
THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9T" FLOOR, MIAMI, FL 33130.
The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code
are deemed as being incorporated by reference herein and additionally apply to this Agreement.
15. Section 18, titled "Notices", is hereby added with the following language:
All notices or other communications required under this Contract shall be in writing and shall be
given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party
may designate by notice given as herein provided. Notice shall be deemed given on the day on
which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier.
TO THE CITY:
Emilio T. Gonzalez, Ph.D.
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
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TO CELLEBRITE:
Cellebrite Inc.
Attn.: James Derry, General Counsel
7 Campus Drive, Suite 210
Parsippany, NJ 07054
WITH A COPY TO:
Cellebrite Inc.
Attn.: Derek Brown, General Manager
8045 Leesburg Pike, Suite 220
Vienna, VA 22182
16. Section 19, titled "Insurance", is hereby added with the following language:
CELLEBRITE shall provide and maintain in force at all times during the Agreement with the City,
the following types of insurance:
A. Commercial General Liability Insurance with limits of no less than $1,000,000 per
occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury,
including death, and property damage. The certificate of insurance shall insure
exposures arising out of premises and operations, products and completed
operations, personal injury and advertising liability, and include coverage for
contingent and contractual exposures. This insurance shall be written on a primary
and non-contributory wording and shall list the City as an additional insured.
B. Worker's Compensation Insurance subject to Statutory limits for the State of Florida
with limits of no less than $100,000 bodily injury caused by an accident, (each
accident), $100,000 for bodily injury caused by disease, (each employee) and
$500,000 for bodily injury caused by disease (policy limit).
C. Professional Liability/Errors and Omissions Coverage with a limit of $1,000,000 for
each claim and policy aggregate; Retro date included.
D. Network Security and Privacy Injury (Cyber Liability), if applicable, with a limit of no
less than $1,000,000 for each claim and policy aggregate; Retro date included.
A Certificate of Insurance acceptable to the City shall be provided listing the above
coverages and providing 30 days prior written notice to the City in the case of cancellation.
The City shall be named as an additional insured on all required insurance coverage,
except professional liability and workers' compensation coverage. A copy of the certificate
shall be mailed to the City's Risk Management Department at or prior to the time Garrison
executes this Contract.
17. Section 20, titled "Hierarchy", is hereby added with the following language:
In case of any contradictions and discrepancies between the parts of this Addendum and
the EULA, precedence shall be given in the following decreasing order:
i. This Addendum;
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ii. Purchase Order Terms and Conditions;
iii. The articles of the EULA without its Exhibits; and
iv. Exhibits hereto.
18. Section 21, titled "Most Favored Nations", is hereby added with the following language:
Cellebrite shall not treat the City worse than any other similarly -situated local government
and, in this regard, grants the City a "most favored nations clause" meaning the City will
be entitled to receive and be governed by the most favorable terms and conditions that
Cellebrite grants now or in the future to a similarly situated local government.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
CELLEBRITE INC.
DATE
ATTEST:
Authorized Officer
Corporate Secretary/Notary Public
Corporate Seal/Notary Seal
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CITY OF MIAMI, a municipal corporation:
Emilio T. Gonzalez, Ph.D.,
City Manager
DATE:
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
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IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED
SOFTWARE (AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS
ACCEPTANCE OF THIS AGREEMENT.
CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS AGREEMENT (THE "EULA"), ANY ADDITIONAL TERMS IN
AN AGREEMENT SIGNED BY BUYER (AS DEFINED BELOW) AND CELLEBRITE, AND ANY
"CLICK -ACCEPT" AGREEMENT, AS APPLICABLE. TO THE EXTENT OF ANY CONFLICT
AMONG THIS EULA, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER AND
CELLEBRITE, ANY "CLICK -ACCEPT" AGREEMENT, ANY TERMS ON A PURCHASE ORDER
AND CELLEBRITE'S TERMS AND CONDITIONS OF SALE, THE ORDER OF PRECEDENCE
SHALL BE (A) AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE; (B) THIS EULA; (C)
THE "CLICK -ACCEPT" AGREEMENT; (D) CELLEBRITE'S TERMS AND CONDITIONS OF SALE;
AND (E) BUYER'S PURCHASE ORDER, TO THE EXTENT SUCH TERMS ARE PERMISSIBLE
UNDER CELLEBRITE'S TERMS AND CONDITIONS OF SALE OR AN AGREEMENT SIGNED BY
BUYER AND CELLEBRITE (COLLECTIVELY, (A) -(E), AFTER APPLYING THE ORDER OF
PRECEDENCE, THE "AGREEMENT").
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE
PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED IN
THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER
ORGANIZATION THAT YOU REPRESENT (THE `BUYER") EXPRESSLY CONSENT TO BE
BOUND BY THIS AGREEMENT, IF YOU DO NOT OR CANNOT AGREE TO THE TERMS
CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR
USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS
EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR,
IF AN AGREEMENT BETWEEN BUYER AND CELLEBRITE PROVIDES A SHORTER TIME
PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER
RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED
RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS
EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS
CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO
CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF
THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT.
YOUR RIGHT TO RETURN AND REFUND ONLY APPLIES IF YOU ARE THE ORIGINAL END
USER PURCHASER OF SUCH PRODUCT AND/OR LICENSEE OF SUCH SOFTWARE.
This EULA governs Buyer's access to and use of any Software and/or any Product (as defined below) first
placed in use by Buyer on or after the release date of this EULA (the "Release Date").
1. DEFINITIONS — In this Agreement, the following capitalized terms shall have the meaning set
forth below:
"Affiliate" of a party means such party's parent corporation, an entity under the control of such
party's parent corporation at any tier or an entity controlled by such party at any tier. For these
purposes, "control" shall mean the power to direct or cause the direction of the management and
policies of the entity, whether through the ownership of more than 50% of the outstanding voting
interests in such entity or otherwise.
"Authorization Product" means a product sold by Cellebrite or an authorized reseller of Cellebrite
with embedded License Authorization Software, including but not limited to a USB dongle with
embedded License Authorization Software.
"Authorized Users" means the number of Users that Buyer is licensed to have access to the
applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in
the Agreement. If the number of Authorized Users is not otherwise set forth in the Agreement, the
number of Authorized Users shall be deemed to be equal to the number of Products (other than
Authorization Products) purchased by Buyer.
"Cellebrite" means (i) Cellebrite Mobile Synchronization Ltd., an Israeli corporation with offices
at 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602 or (ii) the subsidiary of Cellebrite
Mobile Synchronization Ltd. (including without limitation Cellebrite Inc., Cellebrite GmbH,
Cellebrite APAC Pte. Ltd. or Cellebrite Solug6es Tecnol'ogicas Ltda.), which has an agreement
with Buyer and/or issues invoices to Buyer with respect to any Software and/or Product, as
applicable.
"Concurrent Users" means the number of Authorized Users (whether Named Users or not) of Buyer
concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except
reviewing results of analyses generated by Software) of Software, either directly or indirectly from
a remote location. If a single User connects to Software using multiple concurrent log -ins or
connections, each such active logical connection or log -in is counted toward the number of
Concurrent Users.
"Documentation" means any documentation related to any Software provided by Cellebrite.
"Embedded Software" means a copy of Software delivered embedded in or loaded onto a Product
when such Product is sold by Cellebrite. Any Updates or Upgrades to Embedded Software are also
deemed "Embedded Software", notwithstanding being separately delivered from the applicable
Product.
"Law" shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance,
regulation, rule or other binding restriction or requirement of or by any governmental authority, as
may be amended, changed or updated from time to time.
"License Authorization Software" means Software that is provided together with hardware on
which it is embedded that is used to validate the authorized use of standalone Software.
"License Term" means the term of a paid subscription to an instance of Software or a unit of
Product.
"Named Users" means a User authorized by Buyer to access or use the Software through the
assignment of a single user ID, regardless of whether such User is using Software at any given time.
A non -human device capable of accessing or access Software is counted as a Named User.
"Product" means a product (hardware and Software) sold by Cellebrite or an authorized reseller of
Cellebrite. The term "Product" includes without limitation the UFED Pro series, UFED field series
and Analytics series of products. "Product" includes Authorization Products.
2
"Remote Access Protocol" means any remote access application, including without limitation
Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a
single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an
Authorization Product directly connected to such host computer for each Authorization Product
then licensed by Buyer, as long as such Authorized User, single remote computer and single host
computer with an Authorization Product are all located in the Territory.
"Software" means an instance of a program, module, feature, function, service, application,
operation or capability of any Cellebrite-supplied software. The term "Software" includes without
limitation any Embedded Software, standalone software or any License Authorization Software.
"Territory" means the country in which Product was purchased or Software was licensed from
Cellebrite or an authorized reseller of Cellebrite.
"Third Party" means an individual or entity other than Buyer, Cellebrite and Cellebrite's Affiliates.
"Third Party Software" means certain software provided by a Third Party embedded in any Product,
either as a standalone feature or as part of any Software, and which may be subject to additional
end user license restriction and agreements.
"Update" means an update to any Software that is provided by Cellebrite and that may incorporate
(i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of
Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third
Parties; and/or (iv) at the sole discretion of Cellebrite, minor enhancements to the Software;
provided, however, that Updates shall not include Upgrades. Updates are generally identified by
Cellebrite by a change to the version number to the right of the first decimal point (e.g., version 4.1
to 4.2).
"Upgrade" means a new release of any Software that incorporates substantial changes or additions
that (i) provide additional value and utility; (ii) may be priced and offered separately as optional
additions to any Software; and/or (iii) are not generally made available to Cellebrite's customers
without a separate charge. Upgrades are generally identified by Cellebrite by a change to the version
number to the left of the first decimal point (e.g., version 4.2 to 5.0).
"User" means an individual able to gain access to any Software functionality.
"You" means any individual seeking the benefit of or evaluating this EULA.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA (including without limitation as set
forth in Sections 2.E and 2.F), Cellebrite hereby grants to Buyer, and Buyer accepts, upon delivery
of any Software, during the License Term a non-exclusive, non -transferable and non- sublicensable
license with respect to such Software to (i) allow the Authorized Users to use such Software, in
executable form only, and any accompanying Documentation, only for Buyer's internal use in
connection with the Products, in the Territory (or any other location specifically authorized by
Cellebrite in writing) and only as authorized in the Agreement, and subject to the terms hereof; ii)
make a reasonable number of copies of Software, (except with respect Embedded Software), for
use only as licensed in this EULA, though in no case more than the number of
Authorized Users; and (iii) make one (1) copy of Software, (except with respect Embedded
Software), for backup, archival or disaster recovery purposes.
i. Embedded Software Limitations. Buyer shall use any Embedded Software solely for execution
on the unit of Product originally delivered to Buyer with such Embedded Software installed,
or any replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade
of such Embedded Software that Cellebrite has licensed to Buyer may be loaded and executed
only on the unit of Product on which any originally licensed Software is authorized to execute.
ii. License Exclusion. Notwithstanding any other provision of this EULA, except as may
otherwise be required by applicable Law, no license is granted for installation or use of any
Software or associated Update or Upgrade on any Product resold by anyone who is not an
authorized reseller of Cellebrite for such Product.
iii. Sinale Product; Sinale Authorization Product. Buyer's license to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product
purchased from Cellebrite or Cellebrite's authorized reseller. Buyer's license to any License
Authorization Software is limited to a license to use such License Authorization Software on
one (1) Authorization Product for each license to such standalone Software the authorized use
of which is validated by such License Authorization Software and where such license is
purchased from Cellebrite or Cellebrite's authorized reseller.
iv. Authorization Products. Without limiting Section 2.F, Buyer shall not, and shall not permit
any User to, use any Authorization Product on a computer other than the computer to which
such Authorization Product is directly connected (i.e., not through a network), except that an
Authorized User may use Remote Access Protocol with Cellebrite's UFED Physical Analyzer.
Buyer shall ensure that multiple users cannot use Remote Access Protocol to access UFED
Physical Analyzer simultaneously. For the avoidance of doubt, subject to the terms and
conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted.
v. Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein
each computer running an Authorization Product will be configured or at least limited to serve
only one remote connection at a time. In other words, only one Authorized User can use a
Remote Access Protocol at the same time. For example, if a host computer is installed with
multiple instances of Cellebrite's UFED Physical Analyzer, Buyer will ensure that it is not
possible for multiple remote users to connect to the host computer and/or ensure that the
foregoing does not occur. Regarding any other Cellebrite products or software other than
Cellebrite's UFED Physical Analyzer, Buyer may not use a Remote Access Protocol unless
expressly agreed to in writing by Cellebrite.
vi. Named Users. In the event that the Agreement specifies that any Software may be used by
Named Users, Buyer shall ensure that the use of such Software shall be used only by the
applicable Named Users. Buyer shall assign for each Named User a unique login credential
for the purpose of allowing the Named User to access and use such Software. No more than
one User may use each unique combination of login credentials, and the sharing of such
credentials is expressly prohibited. Buyer shall be responsible for ensuring the security and
confidentiality of its Named User login credentials.
0
vii. Concurrent Users. In the event that the Agreement specifies that any Software may be used by
Concurrent Users, Buyer may install one instance of such Software on the designated host
server as specified in the Agreement for concurrent and simultaneous use and/or access by
such number of Concurrent Users set forth in the Agreement. Buyer shall ensure that the
number of Concurrent Users accessing such Software at any time shall not exceed such number
set forth in the Agreement. Buyer must keep a record of all Authorized Users who are
Concurrent Users.
B. Updates and Upgrades.
i. Updates. Updates or Upgrades to any Software may be made available to Buyer pursuant to a
separate agreement between Cellebrite and Buyer. Any particular Update or Upgrade shall be
licensed under the terms of the Software that is being updated by such Update or Upgrade, as
the case may be.
ii. Limitation. Except as expressly provided in the Agreement, Buyer shall have no rights in any
Update or Upgrade to Software, nor any rights to support services associated with such
Software.
iii. No Obliization. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Buyer or Buyer to accept such Updates or Upgrades. The provision of any Updates or
Upgrades shall be governed by a separate agreement between Cellebrite and Buyer, or by a
purchase order issued by Buyer and accepted by Cellebrite, in Cellebrite's sole discretion.
iv. Trial License for Updates and Upgrades. Subject to the terms and conditions of this
Agreement, Cellebrite hereby grants to Buyer, and Buyer accepts, a nonexclusive, time-
limited and nontransferable license, effective upon delivery, to use a copy of an Update or
Upgrade to Software, in executable form only, when provided by Cellebrite, and any
accompanying Documentation, only for Buyer's internal use for a trial of such Update or
Upgrade, as the case may be, in the Territory and only as authorized in the Agreement, for a
period as specified by Cellebrite, but, in any case, no longer than sixty (60) days after Cellebrite
provides such Update or Upgrade, subject to the restrictions in Section 2.E, 2.F and, if
applicable, 2.D. Any time-limited license for any Software shall be subject to the foregoing
license grant and such license may be issued at Cellebrite's sole discretion. Buyer agrees to
provide to Cellebrite one or more email addresses at which Cellebrite can contact Buyer for
communications from Cellebrite, including without limitation regarding Updates or Upgrades.
Buyer shall provide Cellebrite with updated email address(es) each time such email address(es)
change.
C. Specific License Terms for UFED Family of Products. The terms in this Section 2.0 apply only to
the UFED family of products (including without limitation UFED Touch, UFED 4PC, UFED TK,
UFED CHINEX, Reader, UFED Ultimate, UFED Physical Analyzer, UFED Logical Analyzer,
UFED Phone Detective,, UFED Cloud Analyzer, UFED InField Kiosk, UFED InField).
i. Any use or operation of the Cellebrite UFED family of products in connection with any product
and/or mobile device developed, manufactured, produced, programmed, assembled and/or
otherwise maintained by any person or entity shall be permitted only after the User of the
Cellebrite UFED family of products has obtained any consents or approvals required (to the
extent required) pursuant to applicable Law.
5
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES
OR REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY
UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY OR OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY
ARISING OUT OF OR RELATING TO THE USE OF ANY OF THE CELLEBRITE UFED
FAMILY OF PRODUCTS IN CONNECTION WITH ANY PRODUCT AND/OR MOBILE
DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED,
ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY,
WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROVAL.
iii. Buyer represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who have
obtained any necessary consents and approvals pursuant to applicable Law shall be permitted
to use any of the Cellebrite UFED family of products; (b) Users of Buyer shall only use any
of the Cellebrite UFED family of products in compliance with the terms of service, terms of
use or other agreement with a Third Party; and (c) Buyer and its Users shall only use any of
the UFED family of Products in compliance with all applicable Laws.
D. License Terms for Educational Use. If Buyer's purchase order or the Agreement indicates that
Buyer is purchasing any Product and/or licensing any Software for educational use only, the
following terms and conditions apply:
i. Buyer hereby agrees not to use any Software which is licensed as being for educational use
only for any purposes other than training of Buyer's employees, or, if Buyer is an accredited
educational institution that is an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or any Law that replaces the same, for training of students
who are full- or part-time students enrolled in a degree -granting program equivalent to a
Bachelor's or higher degree.
ii. Unless otherwise agreed to in the Agreement, the prohibition regarding use of Products for
training other than for training of Buyer's employees set forth in Section 21(n) shall continue
to apply. Nothing in this EULA permits Buyer to use any trademarks of Cellebrite.
E. No Right to Sublicense or Assign. Except to the extent otherwise required by applicable Law or
expressly provided for assignment generally in the Agreement, no license provided in this Section
2 is sublicensable, transferable or assignable by Buyer, including by operation of Law, change of
control, merger, purchase or otherwise, without the prior written consent of Cellebrite in each
instance. Other than as expressly permitted by the foregoing, any attempted sublicense, transfer or
assignment by Buyer shall be null and void.
F. License Prohibitions. Notwithstanding anything to the contrary in this EULA, Buyer shall not,
alone, through a User, an Affiliate or a Third Party (or allow a User, an Affiliate or a Third Party
to): (a) modify any Software; (b) reverse compile, reverse assemble, reverse engineer or otherwise
translate all or any portion of any Software; (c) pledge, rent, lease, share, distribute, sell or create
derivative works of any Software; (d) use any Software on a time sharing, service bureau,
application service provider (ASP), software as a service (SAAS), cloud services, rental or other
similar basis; (e) make copies of any Software, except as provided for in the license grant above;
(f) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or marks in
any Software; (g) distribute any copy of any Software to any Third Party, including without
limitation selling any Product in a secondhand market; (h) use any Embedded Software other than
with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more
Cs
than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite;
(i) disclose any results of testing or benchmarking of any Software to any Third Party; 6) use any
Update or Upgrade beyond those to which Buyer is entitled or with any Software to which Buyer
does not have a valid, current license; (k) deactivate, modify or impair the functioning of any
disabling code in any Software; (1) circumvent or disable Cellebrite's copyright protection
mechanisms or license management mechanisms; (m) use any Software in violation of any
applicable Law (including but not limited to any Law with respect to human rights or the rights of
individuals) or to support any illegal activity or to support any illegal activity; (n) use any Software
to violate any rights of any Third Party; (o) use any Product for any training purposes, other than
for training Buyer's employees, where Buyer charges fees or receives other consideration for such
training, except as authorized by Cellebrite in writing; or (p) attempt any of the foregoing. Cellebrite
expressly reserves the right to seek all available legal and equitable remedies to prevent any of the
foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing.
G. Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs)
grants Buyer the right to reverse engineer any Software to make it interoperable without Cellebrite's
consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite of such desire and,
no later than sixty (60) days following receipt of such request, Cellebrite may decide either to: (a)
perform the work to achieve such interoperability and charge its then- standard rates for such work
to Buyer; or (b) permit Buyer to reverse engineer parts of such Software only to the extent necessary
to achieve such interoperability. Only if and after Cellebrite, at its sole discretion, partly or
completely denies Buyer's request, shall Buyer exercise its statutory rights.
H. Network Usage. Buyer understands and agrees that Cellebrite may use Buyer's internal network
and Internet connection for the limited purpose of transmitting license -related data at the time of
installation, registration, use or update of Software to a Cellebrite-operated license server. At such
time, Cellebrite may validate the license -related data in order to protect Cellebrite against
unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of
Software upon exchange of license related data between Buyer's computer and the Cellebrite
license server.
I. Third Party Software. Buyer acknowledges and agrees that the access and use of any Software (or
certain features thereof) may involve access and/or use of Third Party Software. Buyer shall comply
with the terms and conditions applicable to any such Third Party Software, in addition to the terms
and conditions of this EULA, including without limitation the following terms and conditions (to
the extent applicable):
i. Bing Maps — http.-Hgo.microsoft.com/?linkid=9710837;
http://aka.msBingMapsMicrosoftPrivacy
ii. OpenStreetMap — http://www.openstreetmap.orgleopvright
No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant
any license to Buyer, whether by implication or otherwise.
7
K. Open Source Software.
Software may use and/or be provided with third party open source software, libraries or other
components ("Open Source Component"), including those detailed in the open source notices
files separately conveyed to You. To the extent so stipulated by the license that governs each
Open Source Component ("Open Source License"), each such Open Source Component is
licensed directly to Buyer from its respective licensors and not sublicensed to Buyer by
Cellebrite, and such Open Source Component is subject to its respective Open Source License,
and not to this Agreement. If, and to the extent, an Open Source Component requires that this
Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions,
provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions,
prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into
this Agreement, as required, and shall supersede any conflicting provision of this Agreement,
solely with respect to the corresponding Open Source Component which is governed by such
Open Source License.
ii. In the event that Buyer or another party on its behalf, modifies, replaces or substitutes any
Open Source Component used in or provided with this Software, Buyer hereby fully, forever,
irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and
their employees, officers, directors, resellers, distributors and representatives (collectively,
"Released Parties") from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance and
support obligations (collectively, "Released Claims"), of every kind and nature, with respect
to such Software, including without limitation any such Released Claims that arise as a matter
of applicable Law.
iii. In the event that an Open Source License requires that the source code of its corresponding
Open Source Component be made available to Buyer, and such source code was not delivered
to Buyer with the Software, then Cellebrite hereby extends a written offer, valid for the period
prescribed in such Open Source License, to obtain a copy of the source code of the
corresponding Open Source Component, from Cellebrite. To accept this offer, Buyer shall
contact Cellebrite at support@cellebrite.com.
L. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the
Product is an on -premise solution used and operated solely by Buyer without the involvement of
Cellebrite; (c) Cellebrite is not engaged in any processing of `personal data' (as this term is used in
Laws governing data privacy and data protection) that flows through the Product; and therefore (c)
With respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a `data
controller' nor `data processor' (as these terms are used in Laws governing data privacy and data
protection).
3. OWNERSHIP — Cellebrite (or its licensors) retains ownership of all right, title and interest in and
to any Software and Documentation and any derivative works thereof, and all copies of the Software
and/or Documentation. Nothing in this EULA constitutes a sale, transfer or conveyance of any right,
title or interest in any Software and/or Documentation or any derivative works thereof.
Notwithstanding anything to the contrary, all Software is licensed and not sold and any reference
to a sale of Software shall be understood as a license to Software under the terms and conditions of
the Agreement.
4. CONFIDENTIALITY — Buyer and/or Cellebrite may each disclose to the other proprietary
marketing, technical or business information related to the subject of the Agreement ("Confidential
Information"). Trade Secret (as defined below) of Cellebrite is Confidential Information of
Cellebrite. Technical information relating to Software or Documentation and any Software or
Documentation is Confidential Information of Cellebrite without any marking requirement, but any
other information disclosed in writing must be marked "confidential", "proprietary" or the like to
be deemed the Confidential Information of a party. Information disclosed orally may be deemed
Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing
to the other party within twenty (20) days of the oral disclosure.
Pursuant to 18 U.S.C. §1833(b) , Buyer shall not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of Cellebrite's Trade Secrets (as defined below)
only if such disclosure is made: (i) in confidence to a Federal, State, or local government official
or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law;
or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal. In court proceedings claiming retaliation by Cellebrite for Buyer's reporting a suspected
violation of law, Buyer may only disclose Cellebrite Trade Secrets to Buyer's legal counsel and
may only use the Trade Secret information, if Buyer (i) files documents containing Trade Secrets
under seal; and (ii) Buyer does not otherwise disclose Cellebrite Trade Secrets, except pursuant to
a court order.
The term "Trade Secret" means all forms and types of financial, business, scientific, technical,
economic, or engineering information, including patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes,
whether tangible or intangible, and whether or how stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable
measures to keep such information secret; and (b) the information derives independent economic
value, actual or potential, from not being generally known to, and not being readily ascertainable
through proper means by, another person who can obtain economic value from the disclosure or
use of the information.
The receiving party shall: (a) hold Confidential Information in confidence using the same degree
of care as it normally exercises to protect its own proprietary information but at least reasonable
care, (b) restrict disclosure and use of Confidential Information to employees (including any agents,
contractors or consultants) with a need to know, and not disclose it to any other parties,
(c) advise those employees, agents, contractors and consultants of their obligations with respect to
Confidential Information, (d) not copy, duplicate, reverse engineer or decompile Confidential
Information, (e) use Confidential Information only in furtherance of performance under the
Agreement, and (f) upon expiration or termination of the Agreement, return all Confidential
Information to the disclosing party or at the request of the disclosing party, destroy such
Confidential Information.
The receiving party shall have no obligation regarding Confidential Information that: (u) was
previously known to it free of any confidentiality obligation, (w) was independently developed by
it, (x) is or becomes publicly available other than by unauthorized disclosure, (y) is disclosed to
third parties by the disclosing party without restriction, or (z) is received from a third party without
violation of any confidentiality obligation.
If a party is faced with legal action or a requirement under applicable Law to disclose or make
available Confidential Information received hereunder, such party shall promptly notify the
disclosing party and, upon request of the latter, cooperate in contesting such action or requirement
0
at the disclosing party's expense. Neither party shall be liable for damages for any disclosure or
unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure, access,
or use if the customary degree of care as it uses with respect to its own proprietary information has
been exercised and if, upon discovery of such inadvertent disclosure, access, or use the receiving
party has endeavored to prevent any further (inadvertent or otherwise) disclosure or use.
In the event that the Agreement has provisions relating to protecting the confidentiality of
disclosures under the Agreement, this Section 4 shall be of no force and effect.
5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this
Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers; and "damages"
shall be deemed to refer collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies. Cellebrite's entire liability and Buyer's exclusive remedies against Cellebrite
for any damages caused by any Product or Software defect or failure, or arising from the
performance or non-performance of any obligation hereunder, regardless of the form of action,
whether in contract, tort including negligence, strict liability or otherwise shall be:
For bodily injury or death to any person proximately caused by Cellebrite, Buyer's direct
damages; and
ii. For claims other than as set forth above, Cellebrite's liability shall be limited to direct damages
that are proven, in an amount not to exceed the total amount paid by Buyer to Cellebrite during
the twelve (12) month period that immediately preceded the event that gave rise to the
applicable claim.
C. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA,
CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED
TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE
REMEDY.
D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE
DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE
BY, ANYONE OTHER THAN BUYER.
E. Third Party Software Liability. Notwithstanding anything to the contrary in this EULA, Cellebrite
shall not be liable to Buyer or any User for any damages due to use of any Third Party Software.
The limitations and exclusions from liability under the terms and conditions applicable to any Third
Party Software (which are applicable to the arrangement between Buyer and the applicable provider
of such Third Party Software) shall govern and apply with respect to the use of each such Third
Party Software.
10
6. BUYER INDEMNITY —To the maximum extent permitted by applicable Law, Buyer shall, at its
expense: (i) indemnify and hold Cellebrite and its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and
against any damages, claim, liabilities and expenses (including without limitation legal expenses)
(whether brought by a Third Party or an employee, consultant or agent of Buyer's) arising out of
any (a) misuse or use of any Product or Software furnished under the Agreement in a manner other
than as authorized under this EULA, including without limitation using the Product or Software in
a manner that violates applicable Law including without limitation a person's Fourth Amendment
rights under the United States Constitution (or its equivalent in the Territory), (b) modifications to
the Products or Software made by or on behalf of Buyer without prior written authorization of
Cellebrite or its Affiliates; (c) Buyer's combination of any Products or Software with other products
or software, without prior written authorization of Cellebrite or its Affiliates, including without
limitation any installation of any software on any Product; (d) Buyer's combination or operation of
the Software in connection with a third -party product, software or service; (e) misappropriation of
a person's list of contacts or other personal information, (0 failure to obtain consents and approvals
required by applicable Law for the use of any of the UFED family of products in connection with
a Third Party product and/or mobile device, as required under Section 2.0 hereof or (g) use of any
Product or Software furnished under the Agreement in breach of or to violate the terms of service,
terms of use or other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs
and liabilities (including without limitation legal expenses) incurred relating to such claim; and (iii)
pay all settlements, damages and costs assessed against Cellebrite and attributable to such claim.
7. CELLEBRITE INDEMNITY — Cellebrite will, at its expense: (i) indemnify, defend and hold
Buyer and its Affiliates and its and their officers and directors harmless from any claim (whether
brought by a Third Party or any customer of Buyer) to the extent alleging that any Software
furnished under this Agreement directly infringes any patent, copyright or trademark or
misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse
Buyer for -any expenses, costs and liabilities (including reasonable attorney's fees) incurred relating
to such claim; and (iii) pay all settlements, damages and costs assessed against Buyer and
attributable to such claim.
In addition, in connection with satisfying its obligations hereunder, Cellebrite shall have the right,
at any time and at its option and expense to: (a) procure for Buyer and/or its customers the right to
continue using such Software, or any Product on which such Software is embedded; (b) replace or
modify any such Software, or any Product on which such Software is embedded, provided or to be
provided, to be free of such infringement; or (c) require return of such Software, or any Product on
which such Software is embedded, and refund the purchase price or license price depreciated on a
straight-line basis over a three (3) year period from the delivery date.
Notwithstanding the foregoing, (A) Cellebrite shall have no obligations under this Section 7 with
respect to any Excluded Item; (B) the maximum liability of Cellebrite in relation to any such claims
under this Section 7 shall not exceed the amounts paid by Buyer to license any Software for which
such infringement claim was filed or purchase Products including such Software in the then -
previous twelve (12) months; and (C) in the event that there are any other indemnification
obligations with respect to infringement of any patent, copyright or trademark or misappropriation
of any trade secret under the Agreement, this Section 7 shall be of no force and effect.
11
Cellebrite's obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite
prompt written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite
would not be materially prejudiced thereby; (2) Cellebrite having complete control of the defense
and settlement of such claim; (3) Buyer cooperating fully with Cellebrite to facilitate the defense
or settlement of such claim; and (4) Buyer's substantial compliance with the Agreement.
The sale of any Product by Cellebrite shall not in any way confer upon Buyer, or upon anyone
claiming under Buyer, any license (expressly, by implication, by estoppel or otherwise) under any
patent claim of Cellebrite or others covering or relating to any combination, machine or process in
which such Product is or might be used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION
OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY
INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN
LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD
THERETO.
A. Hardware Warranty. Subject to Buyer's compliance with the Agreement, Cellebrite warrants to
Buyer that each Product, but not Software, related services or prototypes of any such Product, shall
be materially in conformance with the written specification furnished or agreed to by Cellebrite for
six (6) months after delivery (the "Warranty Period"). If any failure to materially conform to such
specification ("Defect") is suspected in any Product during the Warranty Period, Buyer, after
obtaining return authorization information from Cellebrite, shall ship suspected defective samples
of the Product to Cellebrite in accordance with Cellebrite's instructions. No Product will be
accepted for repair, replacement, credit or refund without the written authorization of Cellebrite.
Cellebrite shall analyze the failures, making use, when appropriate, of technical information
provided by Buyer relating to the circumstances surrounding such failures. Cellebrite will verify
whether any Defect appears in the applicable Product. If a returned Product does not have a Defect,
Buyer shall pay Cellebrite all costs of handlino"inspection, repairs and transportation at Cellebrite's
then -prevailing rates. If a returned Product has a Defect, Cellebrite shall, at Cellebrite's sole option,
either repair or replace the defective Product with the same or equivalent Product without charge
or, if such repair or replacement has not occurred by the forty fifth (45th) day following Cellebrite's
receipt of the returned Product, credit or refund (at Buyer's option) the purchase price within ten
(10) days after such forty fifth (45th) day; provided: (i) Buyer notifies Cellebrite in writing of the
claimed Defect within thirty (30) days after Buyer knows or reasonably should know of the claimed
Defect, (ii) the claimed Defect actually exists, and (iii) the Defect appears within the Warranty
Period. Cellebrite shall deliver any replacement Product to Buyer (Ex Works Cellebrite's loading
dock, Incoterms 2010). Any replaced Product or replaced parts of any Product shall become
Cellebrite's property. In no event shall Cellebrite be responsible for de -installation or reinstallation
of any Product or for the expenses thereof. Repairs and replacements covered by the above warranty
are warranted to be free from Defects as set forth above with respect to any Defect that appears (i)
within three (3) months after the date of repair or replacement or (ii) prior to the expiration of the
original Warranty Period, whichever is later.
B. Touch Screen Exclusion. Notwithstanding Section 8.A, the Warranty Period for the touch screen
of any Product with a touch screen is the period from the date of Buyer's initial receipt of the
Product until thirty (30) days after such date.
12
C. Warranty of Title. Cellebrite warrants to Buyer that any title conveyed hereunder (excluding
Software) shall be good and its transfer rightful, and that the Products delivered under this EULA
shall be free from any liens, encumbrances and restrictions.
D. Software Warranty. Cellebrite warrants to Buyer that for a period of sixty (60) days after the date
of shipment, the Software will perform substantially in conformity with its Documentation. As
Buyer's sole and exclusive remedy, Cellebrite will, at its sole expense, in its sole discretion and as
its sole obligation, promptly repair or replace any Software that fails to meet this limited warranty.
E. Third Party Software Warranty. Notwithstanding anything to the contrary in this EULA, Cellebrite
does not provide any warranty with respect to any Third Party Software. The warranty under the
terms and conditions applicable to any Third Party Software (which are applicable to the
arrangement between Buyer and the applicable provider of such Third Party Software) shall govern
and apply with respect to each such Third Party Software warranty.
F. Exclusions. Notwithstanding anything to the contrary in this warranty, the warranties herein do not
apply to, and Cellebrite makes no warranties with respect to defects in Products or Software in the
following cases: (a) Buyer's misuse, damage or unauthorized modification of any Products or
Software; (b) Buyer's combination of any Products or Software with other products or software,
other than as authorized in writing by Cellebrite, including without limitation any installation of
any software on any Product without Cellebrite's prior written approval; (c) placement of any
Products or .Software in an operating environment contrary to specific written instructions and
training materials provided by Cellebrite to Buyer; (d) Buyer's intentional or negligent actions or
omissions, including without limitation physical damage, fire, loss or theft of a Product; (e)
cosmetic damage to the outside of a Product, including without limitation ordinary wear and tear,
cracks or scratches; (f) for any Product with a touch screen, any defect in such a touch screen after
thirty (30) days'after the date of receipt of such Product, or any defect caused in a touch screen by
Buyer's negligence or willful misconduct; (g) maintenance of any Product or Software in a manner
that is contrary to specific written instructions provided by Cellebrite to Buyer; (h) a usage of a
product or service not provided, authorized or approved by Cellebrite for use with any Product or
Software; (i) any repair services not authorized or approved by Cellebrite; 0) any design,
documentation, materials, test data or diagnostics supplied by Buyer that have not been authorized
or approved by Cellebrite; (k) usage of any test units, experimental products, prototypes or units
from risk lots (each of which is provided "AS IS"); (1) any Third Party original equipment
manufacturer's restrictions on individual phones or models of phones that prevent the phones or
models of phones from working with the Products or Software; (m) any damage to a Third Party
device alleged to or actually caused by or as a result of use of a Product or Software with a device;
(n) any Products that have had their serial numbers or month and year of manufacture or shipment
removed, defected or altered; (o) any interactions or other effects relating to or arising out of the
installation of copies of the Software beyond the number of copies authorized by an agreement
between Cellebrite and Buyer; (p) any prejudicing of Cellebrite's ability to repair a defect caused
by Buyer's failure to promptly notify Cellebrite in writing of such Defect; or (q) any Product or
Software that has been resold or otherwise transferred to a Third Party by Buyer (each of (a) -(q),
an "Excluded Item"). Without limiting the foregoing, Cellebrite's obligations under the warranty
provided hereunder are conditioned upon Buyer's compliance with the terms of the Agreement.
13
G. Limitation. Without limiting the foregoing, Cellebrite does not warrant that (i) the operation of any
Software and/or Product will be error -free; (ii) all defects in any Software and/or Product will be
corrected; or (iii) any Software may not operate on hardware or operating systems or in conjunction
with other software other than as expressly specified in the Documentation or approved by
Cellebrite in writing.
H. Warranty Limitations. EXCEPT AS STATED IN THIS WARRANTY, CELLEBRTTE, ITS
AFFILIATES, AND ITS AND THEIR SUBCONTRACTORS AND SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF AN
ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S
OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER IS
COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT BUYER'S OPTION) SUCH
ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. THE ENTIRE
RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND
PRODUCT REMAINS WITH BUYER.
Repaired or Replaced Products. Before returning a Product for service, Cellebrite recommends that
Buyer back up any data contained in such a Product. IN NO EVENT WILL CELLEBRITE, ITS
AFFILIATES OR SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE
TO, OR LOSS OR CORRUPTION OF, ANY RECORDS, PROGRAMS OR OTHER DATA
RESULTING FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER
THIS WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A
PRODUCT.
9. DISABLING CODE
A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable
such Software. Any Updates or Upgrades to Software may include disabling code. Cellebrite agrees
not to invoke such disabling code except as provided for in Section 9.13, without Buyer's prior
consent, which may be given by telephone or email.
B. Invocation of Disabling Code. In addition to the invocation of disabling code when Cellebrite has
received Buyer's consent described in Section 9.A, Cellebrite may, at its option, invoke disabling
code in Cellebrite's Software without receiving Buyer's consent: (i) if in Cellebrite's sole,
reasonable discretion, Cellebrite believes that such Software has been, is being or will be used in
violation of Laws; (ii) if Cellebrite is required to do so, because of a court or regulatory order;
(iii) if Buyer has not paid an outstanding invoice more than sixty (60) days after such invoice is
due; or (iv) if Buyer has used the Software other than as authorized by Buyer's license. Cellebrite
shall have no liability to Buyer for any good faith invocation of any such disabling code.
10. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Buyer's control or possession.
Notwithstanding the foregoing, (i) the license to any Software may be terminated by Cellebrite if
Buyer has not paid any invoice sixty (60) days after such invoice is due; and (ii) the license to any
Software is only during the License Term applicable to such Software. The License Term shall be
determined in a separate agreement between Cellebrite and the Buyer.
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B. Termination. Cellebrite shall have the right to terminate this EULA upon thirty (30) days' prior
written notice to Buyer if Buyer has not cured any material breach of this EULA by the end of such
thirty (30) day notice period. Upon termination of this EULA for any reason, (i) Buyer shall be
responsible for payment for all purchase orders delivered to Buyer by Cellebrite before the effective
date of termination; and (ii) Buyer shall destroy all copies of any Software under Buyer's control
or possession.
C. Survival. The provisions of Sections 1, 2.C, 2.E, 21, 2.H, 2.I, 3, 4, 5, 6, 9, 10.C, and 11-15 of this
EULA shall survive any termination in accordance with their terms. In addition, any purchase order
accepted by Cellebrite prior to the effective date of termination shall survive in accordance with its
terms.
11. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction. Any dispute or claim relating to this EULA shall be solely and
exclusively resolved in the applicable courts of the country of incorporation of the Cellebrite entity
that sold the Product to Buyer (and, in the case of sales or licenses in the United States of America,
in the federal or state courts located in New Jersey). Buyer hereby acknowledges and agrees that
Cellebrite shall be entitled, at its sole and absolute discretion, to initiate any dispute or claim against
Buyer in any jurisdiction as permitted by applicable Law, including without limitation with respect
to any application for injunctive remedies (or an equivalent type of urgent legal relief), without any
reference to the place of incorporation of the applicable Cellebrite entity.
The Laws governing this EULA shall exclusively be the Laws of the country of incorporation of
the Cellebrite entity that sold any Product or licensed any Software to Buyer (and, in the case of
sales or licenses in the United States of America, the Laws of the State of New York), without
giving effect to any choice of Law rules that would result in the application of any Law of any other
jurisdiction or to the United Nations Convention for the International Sale of Goods, except that
sales or licenses in the United States of America shall not exclude the application of General
Obligations Law 5-1401. The Uniform Computer Information Transactions Act shall not apply to
this Agreement, in the event that it is passed in the jurisdiction set forth above.
B. Governing Lanauaae. The parties hereto have required that this EULA be drawn in the English
language, and that the English language version shall control over any translations thereof. If Buyer
ID
is located in Quebec, the following sentence shall apply: Les parties conviennent que cette EULA
soient rediges en anglais.
12. ASSIGNMENT — Neither party may assign its rights and obligations hereunder without the prior
written consent of the other party. Notwithstanding the foregoing, either party may assign this
EULA to any Affiliate of the other or to an acquirer (by purchase, merger or otherwise) of all or
substantially all of such party's business or assets relating to this EULA, provided that (i) the
assignee promptly notifies Cellebrite and agrees in writing to Cellebrite to be bound by the terms
and conditions of this EULA, (ii) neither the assignor nor assignee are in default hereunder. Any
attempted assignment other than as permitted herein shall be null and void.
13. NO -WAIVER — No course of dealing or failure of either party to strictly enforce any term, right
or condition of the Agreement shall be construed as a waiver of such term, right or condition.
Wi
14. ENTIRE AGREEMENT — The terms and conditions contained in this EULA supersede all prior
oral or written understandings between the parties and shall constitute the entire agreement between
the parties with respect to the subject matter of this EULA, except as provided for in the preamble
to this EULA regarding the order of precedence. This EULA may not be modified or amended
except by a writing signed by Buyer and Cellebrite.
15. CONSTRUCTION; SEVERABILITY — The headings used in this EULA are for reference
purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any
term or provision hereof. If any provision or part hereof shall be held to be invalid or unenforceable
for any reason, then the meaning of such provision or part hereof shall be construed so as to render
it enforceable to the extent feasible. If no feasible interpretation would save such provision or part
hereof, it shall be severed herefrom, but without in any way affecting the remainder of such
provision or any other provision contained herein, all of which shall continue in full force and effect
unless such severance effects such a material change as to render the EULA unreasonable. In case
of any inconsistency between this EULA and any other agreement, document and/or instrument
entered into by Buyer and Cellebrite, the terms of this EULA shall prevail, except to the extent of
the order of precedence set forth above.
Release Date: July 18, 2018
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
CELLEBRITE INC.
corporation:
Authorized Officer
DATE:
ATTEST:
Corporate Secretary/Notary Public
Corporate Seal/Notary Seal
CITY OF MIANII, a municipal
Emilio T. Gonzalez, Ph.D.,
City Manager
DATE:
ATTEST:
Todd Harmon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
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EXHIBIT A
CELLEBRITE TERMS AND CONDITIONS OF SALE AND SERVICE
Order of Precedence. The Cellebrite Terms and Conditions of Sale and Service ("Terms") will be the only terms and conditions
that apply to any (i) proposal or quote ("Quote"); (ii) service or purchase order (collectively, "Purchase Order"); or (iii) acceptance
or invoice document, between you ("Buyer") and Cellebrite Inc. ("Cellebrite") with respect to purchase of Products or provision
of mobile device related services ("Services") by Cellebrite. Cellebrite's acceptance of a Purchase Order is conditioned upon
Buyer's acceptance of these Terms and any Purchase Order submitted by Buyer shall be deemed to incorporate and be subject
solely to the Terms.
Orders. Buyer shall submit Buyer's Purchase Orders for any Products, Software, Services or Software Support to Cellebrite as a
written Purchase Order subject solely to the Terms, stating (i) for orders of Products or Software, the quantities and descriptions of
products ("Products") or Software required, applicable purchase prices, license fees and License Term, and requested delivery dates
and billing/shipping instructions; (ii) for orders of Services, the specifics of the requested Services, the applicable fees for such
Services, requested performance and delivery dates and billing/shipping instructions; and (iii) for orders of Software Support, the
quantities and type of Software being renewed, the applicable fees for such Software Support and the requested end date for such
Software Support. Cellebrite will accept or reject (at Cellebrite's sole discretion) Buyer's Purchase Order at Cellebrite's offices in
Parsippany, New Jersey. Buyer may reschedule delivery of Products one time at least thirty (30) days before the applicable delivery
date. If Buyer makes any changes less than thirty (30) days before the applicable delivery date or any additional rescheduled delivery
of Products, Buyer shall pay the full amount under the applicable Purchase Order. Except as set forth in the previous two sentences,
Buyer may not cancel an accepted Purchase Order.
3. Product Delivery and Acceptance. Shipment of Products will be FOB Buyer location (Incoterms 2010. Unless specified in the
Purchase Order, shipment will be made in a manner reasonably determined by Cellebrite. Shipments are deemed accepted upon
delivery.
4. Service Provision. Cellebrite will perform the Services specified in an accepted Purchase Order at a site specified in the accepted
Purchase Order ("Site") or at Cellebrite's location. Buyer agrees to cooperate with Cellebrite and provide access to the Site and
support necessary for Cellebrite to perform Services hereunder. Cellebrite shall use commercially reasonable efforts to perform the
Services in the time frame specified in an accepted Purchase Order, although Buyer agrees that the time frames are estimates only
and Cellebrite shall not be liable for failure to strictly perform the Services on such dates. For any Services performed at a Site,
Buyer shall use best efforts to coordinate schedules with Cellebrite to ensure access to the Site for Cellebrite. Cellebrite may make
any change in the specifications of any Service that do not materially adversely impact the performance of such Services at any
time. If Buyer is seeking training Services, the Buyer is a Florida municipality and is tax exempt in these Terms in the event of a
conflict.
Pricing. Unless otherwise stated in writing by Cellebrite, all prices quoted are in U.S. dollars, Quotes expire thirty (30) days after
the quotation date, and prices are exclusive of transportation, insurance, federal, state, local, excise, value-added, use, sales,
property (ad valorem) and similar taxes or duties now in force or hereafter enacted. Buyer agrees to pay all taxes, fees or charges
of ed any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Buyer and
Cellebrite (except for taxes on the net income of Cellebrite), in addition to the prices quoted or invoiced. If Cellebrite is required
to collect the foregoing, Buyer will pay such amounts unless Buyer has provided Cellebrite with a valid tax exemption certificate
authorized by the appropriate taxing authority. Cellebrite may increase its prices for Products, Software or Services at any time
only with the prior written approval of the Buyer otherwise prices remain firm during the applicable Term and as set forth in the
applicable Quote. However, upon renewal or the addition of new products or additional products, the prices may be re -adjusted
to the then -current market price. If Buyer seeks to pay any invoice using a credit card, Cellebrite may assess a convenience fee
equal to three percent (3%) of the amount of such invoice.
6. Terms of Pam. Payment is due prior to shipping of Products, delivery of Software, performance of Services or commencement
of Software Support; provided that if Cellebrite has approved credit terms for Buyer's purchase, Buyer shall pay the invoiced
amount within thirty (30) days after the date of Cellebrite's invoice, to be issued after shipping, delivery performance or
commencement. Buyer shall make payment of all amounts due to Cellebrite's advised bank account by wire transfer of
immediately available funds, unless otherwise specified by Cellebrite. Cellebrite may assess an interest charge of up to one and
one- percent (1%) per month on all amounts which are not timely paid (but not to exceed the maximum lawful rate), accruing
daily and compounding monthly from the date such amounts were due. If Buyer delays shipments of Products or otherwise
attempts to modify an accepted Purchase Order other than as authorized herein, Cellebrite may invoice Buyer when Cellebrite is
prepared to ship, provide Services or provide Software Support. Cellebrite may invoice Buyer immediately upon cancellation of
or change to any Purchase Order in accordance with Section 2.
7. PMSI. Buyer hereby grants to Cellebrite a purchase money security interest in any Product or Software to secure the purchase
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or license price of such Product or Software until the purchase or license price is paid in full. Buyer shall execute and deliver
any customary commercial UCC from in a form acceptable to customer and strictly limited to the provisions of this Section
documents requested by Cellebrite to perfect and maintain such security interest.
Intellectual PropertySuggestions; Changes. Notwithstanding anything to the contrary, software furnished hereunder
("Software") is licensed and not sold. Title to Software and documentation related to Software ("Documentation") shall remain
solely with Cellebrite. Software provided under these Terms will be subject to an end user license agreement ("EULA"), which
takes precedence over these Terms in the event of any conflict between these Terms and the EULA. For the purposes of the
EULA and these Terms, the "License Term" is the license term specified in an accepted Purchase Order. All right, title and
interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other software or other works of
authorship or other forms of intellectual property which are made, created, developed, written, conceived of or first reduced to
practice solely, jointly with Buyer or on behalf of Cellebrite arising out of these Terms shall be with Cellebrite. Any suggestions,
improvements or other feedback provided by Buyer to Cellebrite regarding any Products, Software or Services shall be the
exclusive property or Cellebrite. Buyer hereby assigns any intellectual property rights to Cellebrite in accordance with this
Section 8.-
9. Warrantv. Cellebrite's attached standard warranty shall apply to the sale of Products, license of any Software or provision of any
Services under these Terms.
10. Software Support. Unless otherwise set forth in the applicable Purchase Order, for the first thirty-six (36) months following the
purchase of a Product, Cellebrite shall supply software updates ("Software Support") at Cellebrite's then -current price for Software
Support or the price agreed to under an applicable Purchase Order, if any. Following such period, Buyer may use a Purchase Order
to purchase additional Software Support; provided that if Buyer discontinues Software Support and later elects to purchase Software
Support, Buyer must also pay for the period during which Buyer discontinued Software Support. During the Software Support
period, Cellebrite shall supply certain software updates to Buyer in accordance with Cellebrite's standard practices, although
Cellebrite may, at its option, cease providing Software Support for any Product, in which case Cellebrite will allow the transfer of
remaining Software Support for such Product to a new Product or refund Buyer's fees for Software Support on a pro rata basis,
excluding the first year of Software Support for each Product. Cellebrite may invoice Buyer for Software Support on each
anniversary of the purchase of a license to Software for such Software Support. Software Support does not cover any hardware
defects.
11. Confidentiality. To the extent allowed by applicable U.S. law including, without limitation the Public Records Act, Florida Statutes,
Chapter 119, each party agrees to keep the other party's confidential information confidential, with such care as it uses for its own
confidential information, but at least reasonable care, and to only use the other party's confidential information for the purposes of
these Terms. These Terms are Cellebrite's confidential information.
12. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL,
EXEMPLARY CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR
REVENUES OF ANY KIND, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE
REMEDY. CELLEBRITE DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO THE USE OF ANY PRODUCTS OR SOFTWARE, OR THE RESULTS OF ANY SERVICES, BY ANYONE OTHER
THAN BUYER. CELLEBRITE'S ENTIRE LIABILITY TO BUYER FOR ANY DAMAGES, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY BUYER TO CELLEBRITE DURING THE
TWELVE (12) MONTHS THAT IMMEDIATELY PRECEDED THE EVENT THAT GAVE RISE TO THE APPLICABLE
CLAIM. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 12 SHALL NOT APPLY TO (I)
BUYER'S PAYMENT OBLIGATIONS TO CELLEBRITE HEREUNDER; (II) EACH PARTY'S CONFIDENTIALITY
OBLIGATIONS; (III) BUYER'S VIOLATION OF CELLEBRITE'S INTELLECTUAL PROPERTY RIGHTS; AND (IV)
BUYER'S INDEMNITY OBLIGATIONS. THIS SECTION 12 SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
13. Compliance with Laws. Buyer represents, warrants and covenants to Cellebrite that Buyer shall only use any Products or
Software, or any Services or results of Services, in compliance with all applicable federal, state or local laws or regulations, or
the applicable foreign equivalents, and in a manner that does not violate the rights of any third party.
14. U.S. Government End Users. The Software was developed exclusively at private expense and qualifies as a "commercial item"
consisting of "commercial computer software" and/or "computer software documentation" as such terms are defined and used at
FAR (48 C.F.R.) 2.101. Use, duplication or disclosure of the Software by the U.S. Government are subject to restrictions set forth
in this Agreement, in accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable.
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15. Buyer represents, covenants and warrants that it shall not export any Product, Services, or Software outside the United States of
America.
16. General. Buyer shall not assign its rights and obligations hereunder without the prior written consent of Cellebrite, whether by
acquisition, merger, sale of all or substantially all of Buyer's assets relating to these Terms or otherwise. Any other purported
assignment shall be null and void. No course of dealing or failure of either party to strictly enforce any term, right or condition
of these Terms shall be construed as a waiver of such term, right or condition. Any waiver of these Terms must be in writing
and signed by the party charged. Neither party shall be held responsible for any delay or failure in performance of any part of
these Terms (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable
control, including for any import or export laws. These Terms shall be governed by the laws of the State ofNew York, excluding
its choice of law rules that would result in the application of the law of any other jurisdiction and excluding the United Nations
Convention for the International Sale of Goods. Buyer gives Cellebrite the right to list Buyer as one of Cellebrite's customers.
The headings used in these Terms will not be deemed to affect the interpretation of any term or provision hereof. Except where
the context otherwise requires, the terms "including" and "includes" shall be deemed to be followed by "without limitation"
and "e.g.," shall mean "for example, but without limitation". If any term hereof shall be held to be invalid or unenforceable for
any reason, then the meaning of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible
interpretation would save such term hereof, it shall be severed therefrom, but without in any way affecting the remainder of
such term or any other term contained herein, unless such severance effects such a material change as to render these Terms
unreasonable. Except as provided for herein and except for any nondisclosure agreement between Buyer and Cellebrite, these
Terms constitute the entire agreement between Buyer and Cellebrite with respect to the subject matter herein.
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CELLEBRITE'S STANDARD WARRANTY
A. Hardware Warranty. Cellebrite warrants to Buyer that each Product, including all firmware and excluding Software (for which
the warranty is only as provided under Section D), but not related services or prototypes of any such Product, shall be in
conformance with the written specification furnished or agreed to by Cellebrite for twelve (12) months after acceptance (the
"Warranty Period"). If any failure to conform to such specification ("Defect") is suspected in any Product during the Warranty
Period, Buyer, after obtaining return authorization information from Cellebrite, shall ship suspected defective samples of the
Product to Cellebrite in accordance with Cellebrite's instructions. No Product will be accepted for repair, replacement, credit or
refund without the written authorization of Cellebrite. Cellebrite shall analyze the failures, making use, when appropriate, of
technical information provided by Buyer relating to the circumstances surrounding the failures. Cellebrite will verify whether any
Defect appears in the Product. If a returned Product does not have a Defect, Buyer shall pay Cellebrite all costs of handling,
inspection, repairs and transportation at Cellebrite's then -prevailing rates. If a returned Product has a Defect, Cellebrite shall, at
Buyer's option, either repair or replace the defective Product with the same or equivalent Product without charge or, if such repair
or replacement has not occurred by the thirtieth (30th) day following Cellebrite's receipt of the returned Product, credit or refund
(at Buyer's option) the purchase price within ten (10) days after such thirtieth (30th) day; provided: (i) Buyer notifies Cellebrite
in writing of the claimed Defect within thirty (30) days after Buyer knows or reasonably should know of the claimed Defect, (ii)
the claimed Defect actually exists and (iii) the Defect appears within the Warranty Period. Cellebrite shall ship any replacement
Product FCA Cellebrite's premises (Incoterms 2010), freight prepaid to Buyer's destination. Any replaced Product or replaced
parts of any Product shall become Cellebrite's property. In no event shall Cellebrite be responsible for deinstallation or
reinstallation of any Product or for the expenses thereof. Repairs and replacements covered by the above warranty are warranted
to be free from Defects as set forth above with respect to any Defect that appears (i) within six (6) months from the date of repair
or replacement or (ii) prior to the expiration of the original Warranty Period, whichever is later.
B. Touch Screen Exclusion. Notwithstanding Section A, the Warranty Period for the touch screen of any Product with a touch screen
is the period from the date of Buyer's initial receipt of the Product until thirty (30) days after such date, and Cellebrite warrants
such touch screen only to the extent any damage to it was not caused by Buyer's negligence or willful misconduct.
C. Warranty of Title. Cellebrite warrants to Buyer that any title conveyed hereunder (excluding Software) shall be good and its
transfer rightful, and that the Products delivered under these Terms shall be free from all liens, encumbrances and restrictions.
Cellebrite further warrants that it has all rights and powers necessary to perform its obligations under these Terms and that to its
knowledge, it has the right to grant the licenses and other rights provided to Buyer by these Terms.
D. Software Warrantv. Cellebrite warrants to Buyer that for a period of sixty (60) days after the date of shipment, the Software will
perform substantially in conformity with its Documentation. As Buyer's sole and exclusive remedy, Cellebrite will, at its sole
expense, in its sole discretion and as its sole obligation, promptly repair or replace any Software that fails to meet this limited
warranty.
E. Services Warranty. Cellebrite warrants to Buyer that any Services provided hereunder shall be delivered in a professional
manner. Buyer's sole and exclusive remedy with respect to a breach of the warranty in this Section E shall be for Cellebrite to
use commercially reasonable efforts to re -perform such Services.
F. Exclusions. Notwithstanding anything to the contrary in this warranty, the warranties herein do not apply to, and Cellebrite makes
no warranties with respect to, defects in Products or Software in the following cases: (a) Buyer's misuse, damage, or unauthorized
modification of the Products or Software; (b) Buyer's combination of the Products or Software with other products or software,
other than as authorized in writing by Cellebrite; (c) placement of the Products or Software in an operating environment contrary
to specific written instructions and training materials provided by Cellebrite to Buyer; (d) Buyer's intentional or negligent actions
or omissions, including physical damage, fire, loss or theft of a Product; (e) cosmetic damage to the outside of a Product, including
ordinary wear and tear, cracks or scratches; (0 for any Product with a touch screen, any defect in such a touch screen after thirty
(30) days from the date of receipt of such Product, or any defect caused in a touch screen by Buyer's negligence or willful
misconduct; (g) maintenance of the Products or Software in a manner that is contrary to specific written instructions provided by
Cellebrite to Buyer; (h) a product or service not provided, authorized or approved by Cellebrite for use with the Products or
Software; (i) any repair services not authorized or approved by Cellebrite; 0) any design, documentation, materials, test data or
diagnostics supplied by Buyer that have not been authorized or approved by Cellebrite; (k) usage of any test units, experimental
products, prototypes or units from risk lots (each of which is provided "AS IS"); (1) any third party original equipment
manufacturer's restrictions on individual phones or models of phones that prevent the phones or models of phones from working
with the Products or Software; (m) any damage to a third party device alleged to or actually caused by or as a result of use of a
Product or Software with a device; (n) any Products that have had their serial numbers or month and year of manufacture or
shipment removed, defected or altered; (o) any interactions or other effects relating to or arising out of the installation of copies
of the Software beyond the number of copies authorized by an agreement between Cellebrite and Buyer; (p) use of Products or
Software incorporated into a system, other than as authorized by Cellebrite; or (q) any Products or Software that has been resold
or otherwise transferred to a third party by Buyer (any Product or Software affected by the cases in (a) -(q) is referred to hereinafter
as an "Excluded Item").
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G. Warranty Limitations. EXCEPT AS STATED IN THIS WARRANTY, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES,
SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY
DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR A PRODUCT'S FAILURE TO CONFORM
WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF
NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT BUYER'S OPTION) SUCH ITEM
AS SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY
FAILS OF ITS ESSENTIAL PURPOSE.
H. Repaired or Replaced Products. Before returning a Product for service, Cellebrite recommends that Buyer back up any data
contained in such a Product. IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO
BUYER OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING
OUT OF DAMAGE TO, OR LOSS OR CORRUPTION OF, ANY RECORDS, PROGRAMS OR OTHER DATA RESULTING
FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A
FAILURE OR MALFUNCTION OF A PRODUCT.
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TRAINING TERMS ADDENDUM
1. Certain Definitions. In this Training Terms Addendum, the following defined terms have the meaning ascribed to them below:
(i) "Cellebrite Certified Instructor" means an individual who has passed the requirements prescribed by Cellebrite to lead a given
Class. (ii) "Certificate" means a certificate issued by Cellebrite to a Student who has completed a Class and passed the applicable
examination and completed any other requirements as may be determined by Cellebrite from time to time. (iii) "Class" means a
training program supplied by Cellebrite hereunder. (iv) "ILT" means a Class that is led by a Cellebrite Certified Instructor and
provided in a classroom environment. (v) "LOT" means a Class that provides live online training and is designed to be similar to
ILT. (vi) "Seat" means a Student's confirmedplace in an ILT or LOT. (vii) "Student" means an individual attending a Class that
is an employee or an individual independent contractor of Buyer. (viii) "WBT" means a Class that is available online, on -demand
to a Student, and is self -paced and designed to support a Student unable to attend ILT.
(ii) Purchase Order Terms. In each Purchase Order, Buyer shall specify: (i) the name of each Student attending a Class and current
contact information (including email address) for each such Student; (ii) the name and contact information of Buyer's point of
contact for Cellebrite; (iii) for ILT, the date and location of the course(s) for which Buyer is seeking any Seat; (iv) for LOT, the
date of the course(s) for which Buyer is seeking any Seat; (v) for WBT, the name of the Class; and (vi) the price per Seat purchased
for ILT or LOT, or the price per Student for WBT, as specified in Cellebrite's Quote. Cellebrite shall provide a written response
to each Purchase Order within seven (7) business days following the issuance of a Purchase Order for training Services. In the
event Cellebrite fails to respond to Buyer within such period, the applicable Purchase Order shall be deemed accepted by Cellebrite.
2. Purchase Order Cancellation or Modification. Buyer may cancel a Purchase Order for ILT or LOT or a portion thereof, for any
Student to attend ILT or LOT or postpone or reschedule any attendance at ILT or LOT by a Student (collectively, "PO
Modification"), by providing Cellebrite notice thereof that is received by Cellebrite at least forty-five (45) days prior to the
applicable Class. In the event of any PO Modification for ILT or LOT that is received by Cellebrite less than forty five (45) days
prior to the applicable Class, Buyer shall bear the proportion of Cellebrite's costs set forth below incurred in connection with such
Class prior to Cellebrite's receipt of such notice, including costs of rental of a location, costs of travel, personnel costs, costs of
materials, shipping costs and other costs; provided that Cellebrite shall use commercially reasonable efforts to mitigate such costs.
Cellebrite may invoice Buyer at any time following a PO Modification. Buyer may submit a PO Modification to Cellebrite by
sending an email to training(a—,cellebrite.com. Cellebrite may, in its reasonable discretion, allow Buyer to substitute one Student
for another Student if Buyer submits such request to Cellebrite at training rebcellebrite.com. Notwithstanding the foregoing, in the
event that Buyer has requested a private Class, Cellebrite shall only charge Buyer such costs in the event that Buyer issues a PO
Modification that is received by Cellebrite less than thirty (30) days before the applicable Class and in such event, Buyer shall be
responsible for 100% of Cellebrite's costs associated with such PO Modification. All travel costs and expenses must be approved
in advance by Buyer and all travel costs and expenses are subject to the limitations set forth in Section 112.061, Fla. Stat.
Days Prior to ILT or LOT
When Cellebrite is Notified
Cancellation Fee
per Seat
Rescheduling
Fee per Seat
45 days
0%
0%
22 days and 5 44 days
5%
0%
15 days and:S 21 days
0%
10%
14 days
75%
25%
Registration. Buyer shall ensure that each Student registers separately in Cellebrite's learning management system. Buyer
understands that Cellebrite may place restrictions on certain Classes from time to time, including prerequisites or limitations to
certain types of Students (e.g., law enforcement officers). Buyer shall ensure that each Student does not use login credentials of
any other Student and that each Student provides accurate information as part of his or her registration. A Student that does not
have his or her own login credentials may not have accurate student records, access to appropriate course materials, complete
applicable examinations or receive any Certificate. Without limiting any other remedy, Cellebrite may invoice Buyer for any
additional fees associated with sharing of any account by any Student.
4. Enrollment. For any Student to attend a Class, a registration key is required. Cellebrite shall provide a registration key to the
email address associated with each Student that is to attend a Class under a Purchase Order after Cellebrite receives payment for
such Class. Each registration key is unique and is valid for one Student to attend one Class. In the event that Buyer purchases
the right for a bulk number of Students to attend a Class (as may be determined by Cellebrite from time to time), Cellebrite shall
send a list of registration keys to Buyer's point of contact for distribution to each Student by Buyer. Cellebrite may cancel a
reservation for ILT or LOT or revoke a registration key if a Student has not completed any prerequisite for the applicable Class.
5. ILT-Specific Terms. Buyer must submit a Purchase Order for ILT, and Cellebrite must have received payment from Buyer
therefor, at least fifteen (15) days before the earliest ILT for which Buyer is purchasing Seats thereunder. Cellebrite may, at its
option, accept a Purchase Order after such time frame, but Buyer may not receive appropriate notifications or may be subject to
additional charges for expedited shipping, last minute travel and lodging charges, additional Cellebrite Certified Instructors and
ActiveUS 94251109v.13
other such costs. For an ILT to proceed as scheduled, a minimum number of Students is required. Cellebrite may cancel an ILT
for any reason, including because an ILT does not have enough Students. Any cancellation by Cellebrite hereunder shall be
without liability to Buyer. Cellebrite requests that Buyer not purchase any travel for any Student prior to receipt of confirmation
that an ILT will takeplace.
6. Modification of ILT. Cellebrite may modify the location, start time or other matters in relation to ILT at any time, without
liability, by notifying Buyer thereof. If a venue is not suitable for delivery of ILT, Cellebrite may delay delivery until such venue
is made suitable for delivery of ILT. In such a case, Cellebrite shall notify Buyer in advance and in writing.
7. Registration Keys. Upon Cellebrite's receipt of payment therefor, Cellebrite shall issue Buyer the applicable number of
registration keys for Classes. A registration key for a Class is only valid for ninety (90) days after issuance by Cellebrite. In order
to participate in WBT or LOT, a Student is responsible for procuring his or her own computer and Internet access that are able to
access WBT or LOT. Each Student taking a WBT or LOT must have a current license to UFED technology, Physical Analyzer
and Phone Detective from Cellebrite, and Cellebrite may require that each such Software is the latest version thereof. Certain
WBT or LOT may also have additional Software licensing requirements, and Cellebrite may change the requirements for licensing
of Software for any WBT or LOT from time to time, without notice. Cellebrite shall mail a kit to each Student of certain WBT
or LOT, using the address provided by such Student as part of his or her account information, FCA Cellebrite's location
(Incoterms 2010) in New Jersey. In the event that such address is not accurate, Cellebrite may invoice Buyer for ninety-nine
dollars ($99) and Buyer agrees that such Student's access to a Student kit necessary for such WBT or LOT may be delayed.
8. Return of Student Kits. Buyer shall ensure that each Student returns his or her Student kit promptly after taking the applicable
WBT or LOT. Such return shall be made DDP Cellebrite's location (Incoterms 20 10) in New Jersey. In the event that Cellebrite
has not received a Student kit within thirty (30) days after the commencement of a WBT or LOT, Cellebrite may invoice Buyer
ninety-nine dollars ($99) and may cancel the certification of any Student whose kit was not returned to Cellebrite.
9. Certificates. Upon successful completion of a Class by a Student, Cellebrite shall issue the appropriate Certificate to such Student.
Any Certificate shall be valid until two (2) years after it was issued. Any Certificate that is altered by or on behalf of Buyer shall
no longer be valid, and Cellebrite reserves the right to cancel any Certificate that has been altered at any time and with no liability
to Buyer.
10. Warranty Disclaimer. EXCEPT AS SET FORTH IN CELLEBRITE'S STANDARD WARRANTY, EACH CLASS IS
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON -INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, CELLEBRITE DOES NOT WARRANT THAT:
(I) THE INFORMATION AVAILABLE THROUGH WBT OR LOT IS FREE OF ERRORS; (II) WBT OR LOT WILL BE
UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV) CELLEBRITE'S
SERVERS OR THE SERVERS THAT MAKE WBT OR LOT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
ActiveUS 94251109v.13
TO: Emilio T. Gonzalez, Ph.D.
City Manager
FROM : Annie Perez, CPPO{
Director, Procurement f
CITY OF MIAMI, FLORIDA
DATE: April 8, 2019
FILE:
SUBJECT:
Sole Source: Cellebrite Universal
Forensic Extraction Device Analytics
REFERENCES: System
Market Research
ENCLOSURES:
Market Research was conducted to determine whether Cellebrite, Inc. ("Cellebrite"), a Non -Local vendor,
located at 7 Campus Dr., Ste. 201, Parsippany, NJ, 07054, is the sole source provider for one (1) Cellebrite
Universal Forensic Extraction Device ("UFED") Analytics System ("System").
The Police Department ("Police") is seeking to purchase the System to increase the speed and accuracy of
the investigations it conducts. This System uses unique cross -case and multiple phone extraction analysis
to discover relationships across multiple cases within its database.
Police currently uses Cellebrite UFED's to extract and collect digital forensic evidence. These UFED's
store the evidence captured in the UFDR format, which is proprietary to Cellebrite. Currently, the evidence
collected through Police's UFED's is analyzed manually, since there is no reliable means of doing so
electronically. The purchase of this System will allow Police to use the data extracted by its UFED's as
evidence that can be used in criminal court.
Some features unique to the System include:
It is the only product on the market that can natively ingest files saved in the UFDR format, ensuring
the accuracy of the digital evidence contained within them; and
The System has the ability to simultaneously activate multiple filters that can be set to text -enable
the inclusion or exclusion of specific datasets for search refinement; and
The tagging of selected pieces of evidence and sharing them with multiple authorized investigators
and analysts to facilitate collaborative investigation.
Cellebrite provided a letter verifying that the System is a sole source, making use of proprietary technology.
Accordingly, pursuant to Section 18-92 (a) (1) of the Code of the City of Miami, it is recommended that
the requirements for competitive bidding be waived, and the above mentioned findings be approved;
Cellebrite, is the sole source provider of the System, and approving, the purchase of the System from
Cellebrite for Police, in an amount not to exceed two hundred seventeen thousand dollars ($217,000.00):
allocating funds from the Police General Fund Account No. 00001.191501.548100.0000.00000, is in the
City's best interest.
APPROVED BY: DATE.: �3 /
lio f. Gonzalez Ph.D.
City Manager
F n._ M
Jorge R. Colina
Chief of Police
(Through Channels),
hanne s)
N
•
Dennis M. 4ackson, II
Assistant Chief
Administration Division
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
DATE : NOV 0 9 2018 'ILE
SUBJECT: Finding of Sole Source
REFERENCES Purchase of Digital Intelligence
from Cellebrite Inc.
ENCLOSURES:
The police department is requesting a sole source finding for the purchase of a UFED Analytics
Enterprise System, to include 12 months of software support. for the police department, allocating
funds from the Capital Improvement Fund Account No. 40-6193201 in the amount $217,000.
Based upon the attached, we are requesting the Procurement Department to take the necessary
steps to verify that Cellebrite Inc., located at 7 Campus Drive, Suite 210, Parsippany, New Jersey
07054 is the sole provider of this purchase.
The police department will utilize this system to access digital intelligence, to include but not limited
to, cross -case and multiple phone extraction analysis, such that key relationships can be discovered
by extending searches to device extractions that are tied to other cases within the database.
Cellebrite Inc., affirms that they are the only vendor that can provide us with the UFED Analytics
Enterp-ise System.
B --sed upon the customer base of this system. ranging from over 60,000 extraction licenses
aeploved In 150 countries to include the Department of Defense, Federal Government, intelligence
Organization. Military and Law Enforcement Divisions, we feel that this this purchase wi!! provide
investigators with current digital intelligence to improve safety, efficiency, and productivity in serving
the public.
ShoL!ld you have any questions or require additional information regarding this matter, please do
not hesitate to contact me.
DMJ/JB/jms
Attachments
LEG 7-2
Table of Contents
FY 2018-19 New Capital Appropriations
No.
Project Name
District
Amount
Capital Fund
Fund Source
1
40-830551A 20 Street Maintenance
CW $
690,000
31000 General
2254 Impact Fees - General
Yard Operations Facility
Government
Government
Projects
2
40-13183202 COPS Grant Vehicles
CW $
495,000
32000 Public Safety
2252 Impact Fees - Police
3
40-13183204 Enhancements to Mobile
CW $
180,000
32000 Public Safety
2252 Impact Fees - Police
Command Vehicle
4
40-13193202 Virtual Policing for Violent
CW $
203,000
32000 Public Safety
2252 Impact Fees - Police
Crimes
5
40-13193201 Police Cellebrite's Analytics
CW $
217,000
32000 Public Safety
2252 Impact Fees - Police
Enterprise
6
40-1372810A New Fire Rescue
CW $
1,601,000
32000 Public Safety
2255 Impact Fees - Fire
Apparatus
7
40-13193502 Parks FIND Grant Match -
CW $
2,229,000
35000 Parks and
2253 Impact Fees - Parks
Phase II
Recreation
8
40-8193700 Police Station Restroom
CW $
1,200,000
37000 Sanitary Sewers
1122 Sanitary Sewer Funds
Renovations
9
40-137310213 Citywide Streets Milling
2 $
406,000
36000 Streets and
1419 Parking Surcharge -
and Resurfacing
Sidewalks
Contribution from
General Fund
10
40-1330606 DWNTWN Sidewalk and
2 $
900,000
36000 Streets and
1419 Parking Surcharge -
Street Improvements
Sidewalks
Contribution from
General Fund
11
40-1330941 Downtown Signage and
2 $
500,000
36000 Streets and
1419 Parking Surcharge -
Wayfinding System
Sidewalks
Contribution from
General Fund
12
40-13193600 Temporary Platform for NE
2 $
702,000
36000 Streets and
1419 Parking Surcharge -
Connector
Sidewalks
Contribution from
General Fund
13
40-1373102E Citywide Pavement
CW $
601,000
36000 Streets and
1552 Local Option Gas Tax -
Resurfacing
Sidewalks
Contribution from
General Fund
14
40-1330262 Citywide Storm Sewer
CW $
1,149,000
38000 Storm Sewers
1431 Stormwater Utility Trust
Repair Project
Fund - Contribution
from Genral Fund
15
40-1330632A Stormwater Master Plan
CW $
1,245,000
38000 Storm Sewers
1431 Stormwater Utility Trust
Update
Fund - Contribution
from Genral Fund
16
40-13193400 Dinner Key
2 $
20,000
34000 Public Facilities-
1437 Marinas Revenue -
Marina/Mooring Field
CIP
Contribution from
Service Vessel
General Fund
13
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO : Jorge R. Colina DATE : November 1, 2018 FILE
Chief of Police
(Through Channels) SUBJECT: Sole Source Justification
FROM: Eldys Di REFERENCES:
Executive Officer to the Police Chief
ENCLOSURES: �—
r��/
The City of Miami Police Department is asking for a sole source purchase request for the Cellebrite FED
Analytics Enterprise system. Our agency utilizes Cellebrite's devices for digital forensic extraction, which
provide access to more devices than any other extraction system currently available to law
enforcement. The UFED Analytics Enterprise system is the only digital evidence intelligence analytics
product that can natively exploit the Cellebrite UFDR files generated through the extraction process.
Cellular phone extraction data is one of the most compelling sources of evidence available to
investigators today, and prosecutors are increasingly relying on digital evidence at trial. Miami Police
investigators are currently analyzing these UFDR files manually. As a single UFDR file can run for
thousands of pages of text, contain significant amounts of geolocation data, and include hours of video.
Manual review is therefore an impractical, ineffective and error prone methodology. The UFED Analytics
Enterprise would significantly reduce the time needed to analyze digital evidence in criminal
investigations, increase the number of leads generated for closing criminal cases, and improve criminal
prosecutions.
If there are any further questions, feel free to contact Executive Officer Eldys Diaz at 350-603-6100 or
28102@miami-police.org.
Please provide the following information in order to document the sole source request:
1. Explain why the product/service requested is the only produce/service that can satisfy your
requirements, and explain why alternatives are unacceptable. Be specific with regard to
specifications, features, characteristics, requirements, capabilities, and compatibility. Describe
what steps have been undertaken to make this determination.
UFDR is a proprietary Cellebrite format. The UFED Analytics Enterprise is the only digital evidence
analytics product that can natively ingest UFDR files. The Miami Police Department uses Cellebrite UFED
systems for forensic extraction, so no other system can satisfy this key requirement. The UFED Analytics
Enterprise also has unique cross -case and multiple phone extraction analysis capabilities which can be
utilized collaboratively.
2. Explain why this services provider, supplier or manufacturer is the only practicably available
source from which to obtain this product or service, and describe the efforts that were made to
verify and confirm whether, or not, this is so. (Obtain and include a letter from the manufacturer
confirming claims made by distributors or exclusive distributorships regarding the product or
service, if that is cited as a reason for this Sole Source.)
Cellebrite distributes its own products exclusively, so there is no other source from which to procure the
Cellebrite UFED Analytics Enterprise. This is confirmed in the attached sole source letter.
3. Will this product obligate us to a particular vendor for future purchases (either in terms of
maintenance that only this vendor will be able to perform and/or if we purchase this item, will
we need more "like" items in the future to match this one)?
Recurring software maintenance for the system is only available through Cellebrite, and will be 20% of
the initial product price.
4. Explain why the price for this product or service is considered to be fair and reasonable.
There is no competing product that can perform analytics on the proprietary UFDR format, so there is no
other price point against which to compare the UFED Analytics Enterprise. The price is both fair and
reasonable, however, because this system would provide all our agency's investigators enterprise access
to a system which will reduce analytical processes which take days to conduct by hand to mere minutes.
This has the potential to yield both increases in the number of cases closed by arrest and decreases in
the number of overtime hours used to analyze forensic extractions.
5. Describe the negotiation efforts, if any, that have been made with the supplier to obtain the best
possible price.
Cellebrite agreed to provide the Miami Police Department with enterprise access to the system, as
opposed to paying a per seat user fee.
6. Explain the consequences(s) to the City, including the dollar estimate of the financial impact, if
this Sole Source is not approved.
There is no other product that can natively ingest UFDR files. The volume of data to which investigators
have legal access is already greater than our personnel can digest. This volume will only increase over
time. If this Sole Source is not approved, investigators will continue to experience delays in identifying
critical leads and key evidence in an array of criminal investigations, including robberies, sexual assaults,
child pornography cases, and homicides. As the number of forensic extracts grows, some evidence will
be overlooked altogether. It is therefore critical that this Sole Source be approved.
CELLEBRITE TERMS AND CONDITIONS OF SALE AND SERVICE
1. Order of Precedence. The Cellebrite Terms and Conditions of
Sale and Service ("Terms") will be the only terms and conditions
that apply to any (i) proposal or quote ("Quote"); (ii) service or
purchase order (collectively, "Purchase Order"); or (iii) acceptance
or invoice document, between you ("Buyer") and Cellebrite Inc.
("Cellebrite") with respect to purchase of Products or provision of
mobile device related services ("Services") by Cellebrite.
Cellebrite's acceptance of a Purchase Order is conditioned upon
Buyer's acceptance of these Terms and any Purchase Order
submitted by Buyer shall be deemed to incorporate and be subject
solely to the Terms.
2. Orders. Buyer shall submit Buyer's Purchase Orders for any
Products, Software, Services or Software Support to Cellebrite as a
written Purchase Order subject solely to the Terms, stating (i) for
orders of Products or Software, the quantities and descriptions of
products ("Products") or Software required, applicable purchase
prices, license fees and License Term, and requested delivery dates
and billing/shipping instructions; (ii) for orders of Services, the
specifics of the requested Services, the applicable fees for such
Services, requested performance and delivery dates and
billing/shipping instructions; and (iii) for orders of Software
Support, the quantities and type of Software being renewed, the
applicable fees for such Software Support and the requested end
date for such Software Support. Cellebrite will accept or reject (at
Cellebrite's sole discretion) Buyer's Purchase Order at Cellebrite's
offices in Parsippany, New Jersey. Buyer may reschedule delivery
of Products one time at least thirty (30) days before the applicable
delivery date. If Buyer makes any changes less than thirty (30) days
before the applicable delivery date or any additional rescheduled
delivery of Products, Buyer shall pay the full amount under the
applicable Purchase Order. Except as set forth in the previous two
sentences, Buyer may not cancel an accepted Purchase Order.
3. Product Delivery and Acceptance. Shipment of Products will
be FCA Cellebrite's location (Incoterms 20 10) in New Jersey.
Unless specified in the Purchase Order, shipment will be made in a
manner reasonably determined by Cellebrite. Shipments are
deemed accepted upon delivery.
4. Service Provision. Cellebrite will perform the Services
specified in an accepted Purchase Order at a site specified in the
accepted Purchase Order ("Site") or at Cellebrite's location. Buyer
agrees to cooperate with Cellebrite and provide access to the Site
and support necessary for Cellebrite to perform Services hereunder.
Cellebrite shall use commercially reasonable efforts to perform the
Services in the time frame specified in an accepted Purchase Order,
although Buyer agrees that the time frames are estimates only and
Cellebrite shall not be liable for failure to perform the Services on
such dates. For any Services performed at a Site, Buyer shall use
best efforts to coordinate schedules with Cellebrite to ensure access
to the Site for Cellebrite. Cellebrite may make any change in the
specifications of any Service that do not materially adversely
impact the performance of such Services at any time. If Buyer is
seeking training Services, the attached training terms addendum
shall apply to such Services and shall prevail over terms in these
Terms in the event of a conflict.
5. Pricing. Unless otherwise stated in writing by Cellebrite, all
prices quoted are in U.S. dollars, Quotes expire thirty (30) days
after the quotation date, and prices are exclusive of transportation,
insurance, federal, state, local, excise, value-added, use, sales,
property (ad valorem) and similar taxes or duties now in force or
hereafter enacted. Buyer agrees to pay all taxes, fees or charges of
ActiveUS 94251109v.13
any nature whatsoever imposed by any governmental authority on,
or measured by, the transaction between Buyer and Cellebrite
(except for taxes on the net income of Cellebrite), in addition to the
prices quoted or invoiced. If Cellebrite is required to collect the
foregoing, Buyer will pay such amounts unless Buyer has provided
Cellebrite with a valid tax exemption certificate authorized by the
appropriate taking authority. Unless otherwise stated in writing by
Cellebrite, Cellebrite may increase its prices for Products, Software
or Services at any time. If Buyer seeks to pay any invoice using a
credit card, Cellebrite may assess a convenience fee equal to three
percent (3%) of the amount of such invoice.
6. Terms of Payment. Payment is due prior to shipping of
Products, delivery of Software, performance of Services or
commencement of Software Support; provided that if Cellebrite has
approved credit terms for Buyer's purchase, Buyer shall pay the
invoiced amount within thirty (30) days after the date of
Cellebrite's invoice, to be issued after shipping, delivery
performance or commencement. Buyer shall make payment of all
amounts due to Cellebrite's advised bank account by wire transfer
of immediately available funds, unless otherwise specified by
Cellebrite. Cellebrite may assess an interest charge of up to one and
one-half percent (1-1/2%) per month on all amounts which are not
timely paid (but not to exceed the maximum lawful rate), accruing
daily and compounding monthly from the date such amounts were
due. If Buyer delays shipments of Products or otherwise attempts to
modify an accepted Purchase Order other than as authorized herein,
Cellebrite may invoice Buyer when Cellebrite is prepared to ship,
provide Services or provide Software Support. Cellebrite may
invoice Buyer immediately upon cancellation of or change to any
Purchase Order in accordance with Section 2. Buyer shall
reimburse Cellebrite for all costs and expenses incurred by
Cellebrite in connection with the collection of overdue amounts,
including attorneys' fees. Buyer shall not be permitted to setoff any
deductions against any amounts due to Cellebrite.
7. PMSI. Buyer hereby grants to Cellebrite a purchase money
security interest in any Product or Software to secure the purchase
or license price of such Product or Software until the purchase or
license price is paid in full. Buyer shall execute and deliver any
documents requested by Cellebrite to perfect and maintain such
security interest.
8. Intellectual Property; Suggestions; Changes. Notwithstanding
anything to the contrary, software furnished hereunder ("Software")
is licensed and not sold. Title to Software and documentation
related to Software (`'Documentation") shall remain solely with
Cellebrite. Software provided under these Terms will be subject to
an end user license agreement ('EULA!), which takes precedence
over these Terms in the event of any conflict between these Terms
and the EULA. For the purposes of the EULA and these Terms, the
"License Term" is the license term specified in an accepted
Purchase Order. All right, title and interest in and to any inventions,
discoveries, improvements, methods, ideas, computer and other
software or other works of authorship or other forms of intellectual
property which are made, created, developed, written, conceived of
or first reduced to practice solely, jointly with Buyer or on behalf of
Cellebrite arising out of these Terms shall be with Cellebrite. Any
suggestions, improvements or other feedback provided by Buyer to
Cellebrite regarding any Products, Software or Services shall be the
exclusive property or Cellebrite. Buyer hereby assigns any
intellectual property rights to Cellebrite in accordance with this
Section 8. Unless otherwise stated in writing by Cellebrite,
Cellebrite may change any Products, Software or Services at any
time.
9. War -ran . Cellebrite's attached standard warranty shall apply
to the sale of Products, license of any Software or provision of any
Services under these Terms.
10. Software Support. Unless otherwise set forth in the applicable
Purchase Order, for the first thirty six (36) months following the
purchase of a Product, Cellebrite shall supply software updates
("Software Support") at Cellebrite's then -current price for Software
Support or the price agreed to under an applicable Purchase Order,
if any. Following such period, Buyer may use a Purchase Order to
purchase additional Software Support; provided that if Buyer
discontinues Software Support and later elects to purchase
Software Support, Buyer must also pay for the period during which
Buyer discontinued Software Support. During the Software Support
period, Cellebrite shall supply certain software updates to Buyer in
accordance with Cellebrite's standard practices, although Cellebrite
may, at its option, cease providing Software Support for any
Product, in which case Cellebrite will allow the transfer of
remaining Software Support for such Product to a new Product or
refund Buyer's fees for Software Support on a pro rata basis,
excluding the first year of Software Support for each Product.
Cellebrite may invoice Buyer for Software Support on each
anniversary of the purchase of a license to Software for such
Software Support. Software Support does not cover any hardware
defects.
11. Confidentiality. Each party agrees to keep the other party's
confidential information confidential, with such care as it uses for
its own confidential information, but at least reasonable care, and to
only use the other party's confidential information for the purposes
of these Terms. These Terms are Cellebrite's confidential
information.
12. Limitation of Liability. NEITHER PARTY SHALL BE
LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL,
EXEMPLARY CONSEQUENTIAL OR OTHER INDIRECT
DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR
REVENUES OF ANY KIND, WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN
N THE EVENT OF THE FAILURE OF AN EXCLUSIVE
REMEDY. CELLEBRITE DISCLAIMS ANY AND ALL
LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO THE USE OF ANY PRODUCTS OR SOFTWARE, OR THE
RESULTS OF ANY SERVICES, BY ANYONE OTHER THAN
BUYER CELLEBRITE'S ENTIRE LIABILITY TO BUYER FOR
ANY DAMAGES, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT INCLUDING
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL
BE LIMITED TO THE TOTAL AMOUNT PAID BY BUYER TO
CELLEBRITE DURING THE TWELVE (12) MONTHS THAT
IMMEDIATELY PRECEDED THE EVENT THAT GAVE RISE
TO THE APPLICABLE CLAIM. THE L13 IITATIONS OF
LIABILITY CONTAINED N THIS SECTION 12 SHALL NOT
APPLY TO (I) BUYER'S PAYMENT OBLIGATIONS TO
CELLEBRITE HEREUNDER, (II) EACH PARTY'S
CONFIDENTIALITY OBLIGATIONS; (III) BUYER'S
VIOLATION OF CELLEBRITE'S INTELLECTUAL
ActiveUS 94251109v.13
PROPERTY RIGHTS; AND (IV) BUYER'S INDEMNITY
OBLIGATIONS. THIS SECTION 12 SHALL APPLY TO THE
MAXIM IUM EXTENT PERMITTED BY APPLICABLE LAW.
13. Buyer Indemnity. Buyer will, at its expense: (i) indemnify and
hold Cellebrite and its affiliates, officers, directors and employees
harmless from any claim arising from (a) any breach of these
Terms; (b) any use of a Product or Software, or use of any Services
or any results arising out of any Services, in a manner other than as
authorized under these Terms, including using a Product or
Software, or use of any Services or any results arising out of any
Services, in a manner that violates any third party's rights,
including a person's fourth amendment rights under the United
States Constitution (or any similar foreign, state or local law), (c)
any misappropriation of a person's list of contacts or other personal
information; (d) any Excluded Item (as defined in Cellebrite's
standard warranty) or (e) any violation of applicable law by Buyer
hereunder; (ii) reimburse Cellebrite for any expenses, costs and
liabilities (including reasonable attorney fees) incurred relating to
such claim; and (iii) pay all settlements, damages and costs
assessed against Cellebrite and attributable to such claim.
14. Compliance with Laws. Buyer represents, warrants and
covenants to Cellebrite that Buyer shall only use any Products or
Software, or any Services or results of Services, in compliance with
all applicable federal, state or local laws or regulations, or the
applicable foreign equivalents, and in a manner that does not
violate the rights of any third party.
15. U.S. Government End Users. The Software was developed
exclusively at private expense and qualifies as a "commercial item"
consisting of "commercial computer software" and/or "computer
software documentation" as such terms are defined and used at
FAR (48 C.F.R.) 2.101. Use, duplication or disclosure of the
Software by the U.S. Government are subject to restrictions set
forth in this Agreement, in accordance with FAR 12.212 and/or
DFARS 227.7202-4, as applicable.
16. Export. Buyer shall comply with all applicable export control
and economic sanctions programs, and shall not export any
Products, Software, any technical data in relation thereto or any
portion thereof, directly or indirectly, to any destinations prohibited
by the government of the United States of America or to any
Specially Designated Nationals or other denied or blocked parties
of the United States Government. In this context, "technical data"
has the meaning defined by applicable export regulations in the
United States of America.
17. Litigation Support. In the event that Buyer requests that
Cellebrite testify, or requires Cellebrite to testify, as a witness in
relation to any Product, Software or Service provided hereunder,
Buyer understands and agrees that such testimony shall be subject
to a separate agreement in relation to which Cellebrite shall be
compensated for its time and costs associated with preparation for
such testimony and actual testimony.
18. General. Buyer shall not assign its rights and obligations
hereunder without the prior written consent of Cellebrite, whether
by acquisition, merger, sale of all or substantially all of Buyer's
assets relating to these Terms or otherwise. Any other purported
assignment shall be null and void. No course of dealing or failure
of either party to strictly enforce any term, right or condition of
these Terms shall be construed as a waiver of such term, right or
condition. Any waiver of these Terms must be in writing and
signed by the party charged. Neither party shall be held responsible
for any delay or failure in performance of any part of these Terms
(other than payment obligations) to the extent such delay or failure
is caused by events beyond its reasonable control, including for any
import or export laws. These Terms shall be governed by the laws
of the State of New York, excluding its choice of law rules that
would result in the application of the law of any other jurisdiction
and excluding the United Nations Convention for the International
Sale of Goods. Buyer gives Cellebrite the right to list Buyer as one
of Cellebrite's customers. The headings used in these Terms will
not be deemed to affect the interpretation of any term or provision
hereof. Except where the context otherwise requires, the terms
"including" and "includes" shall be deemed to be followed by
"without limitation" and "e.g.," shall mean "for example, but
without limitation". If any term hereof shall be held to be invalid or
unenforceable for any reason, then the meaning of such term shall
be construed so as to render it enforceable to the extent feasible. If
no feasible interpretation would save such term hereof, it shall be
severed herefrom, but without in any way affecting the remainder
of such term or any other term contained herein, unless such
severance effects such a material change as to render these Terms
unreasonable. Except as provided for herein and except for any
nondisclosure agreement between Buyer and Cellebrite, these
Terms constitute the entire agreement between Buyer and
Cellebrite with respect to the subject matter herein.
ActiveUS 94251109v.13
CELLEBRITE'S STANDARD WARRANTY
A. Hardware Warrantv. Cellebrite warrants to Buyer that each Product, including all firmware and excluding Software (for which the warranty is only as
provided under Section D), but not related services or prototypes of any such Product, shall be in conformance with the written specification furnished or
agreed to by Cellebrite for twelve (12) months after acceptance (the "Warranty Period"). If any failure to conform to such specification ("Defect") is suspected
in any Product during the Warranty Period, Buyer, after obtaining return authorization information from Cellebrite, shall ship suspected defective samples of
the Product to Cellebrite in accordance with Cellebrite's instructions. No Product will be accepted for repair, replacement, credit or refund without the written
authorization of Cellebrite. Cellebrite shall analyze the failures, making use, when appropriate, of technical information provided by Buyer relating to the
circumstances surrounding the failures. Cellebrite will verify whether any Defect appears in the Product. If a returned Product does not have a Defect, Buyer
shall pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite's then -prevailing rates. If a returned Product has a Defect,
Cellebrite shall, at Buyer's option, either repair or replace the defective Product with the same or equivalent Product without charge or, if such repair or
replacement has not occurred by the thirtieth (30th) day following Cellebrite's receipt of the returned Product, credit or refund (at Buyer's option) the purchase
price within ten (10) days after such thirtieth (30th) day; provided: (i) Buyer notifies Cellebrite in writing of the claimed Defect within thirty (30) days after
Buyer knows or reasonably should know of the claimed Defect, (ii) the claimed Defect actually exists and (iii) the Defect appears within the Warranty Period.
Cellebrite shall ship any replacement Product FCA Cellebrite's premises (Incoterms 2010), freight prepaid to Buyer's destination. Any replaced Product or
replaced parts of any Product shall become Cellebrite's property. In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product
or for the expenses thereof. Repairs and replacements covered by the above warranty are warranted to be free from Defects as set forth above with respect to
any Defect that appears (i) within six (6) months from the date of repair or replacement or (ii) prior to the expiration of the original Warranty Period,
whichever is later.
B. Touch Screen Exclusion. Notwithstanding Section A, the Warranty Period for the touch screen of any Product with a touch screen is the period from the
date of Buyer's initial receipt of the Product until thirty (30) days after such date, and Cellebrite warrants such touch screen only to the extent any damage to it
was not caused by Buyer's negligence or willful misconduct.
C. Warranty of Title. Cellebrite warrants to Buyer that any title conveyed hereunder (excluding Software) shall be good and its transfer rightful, and that the
Products delivered under these Terms shall be free from all liens, encumbrances and restrictions. Cellebrite further warrants that it has all rights and powers
necessary to perform its obligations under these Terms and that to its knowledge, it has the right to grant the licenses and other rights provided to Buyer by
these Terms.
D. Software Warrantv. Cellebrite wan -ants to Buyer that for a period of sixty (60) days after the date of shipment, the Software will perform substantially in
conformity with its Documentation. As Buyer's sole and exclusive remedy, Cellebrite will, at its sole expense, in its sole discretion and as its sole obligation,
promptly repair or replace any Software that fails to meet this limited warranty.
E. Services Warranty. Cellebrite warrants to Buyer that any Services provided hereunder.shall be delivered in a professional manner. Buyer's sole and
exclusive remedy with respect to a breach of the warranty in this Section E shall be for Cellebrite to use commercially reasonable efforts to re -perforin such
Services.
F. Exclusions. Notwithstanding anything to the contrary in this warranty, the warranties herein do not apply to, and Cellebrite makes no warranties with
respect to, defects in Products or Software in the following cases: (a) Buyer's misuse, damage, or unauthorized modification of the Products or Software; (b)
Buyer's combination of the Products or Software with other products or software, other than as authorized in writing by Cellebrite; (c) placement of the
Products or Software in an operating environment contrary to specific written instructions and training materials provided by Cellebrite to Buyer, (d) Buyer's
intentional or negligent actions or omissions, including physical damage, fire, loss or theft of a Product; (e) cosmetic damage to the outside of a Product,
including ordinary wear and tear, cracks or scratches; (f) for any Product with a touch screen, any defect in such a touch screen after thirty (30) days from the
date of receipt of such Product, or any defect caused in a touch screen by Buyer's negligence or willful misconduct; (g) maintenance of the Products or
Software in a manner that is contrary to specific written instructions provided by Cellebrite to Buyer, (h) a product or service not provided, authorized or
approved by Cellebrite for use with the Products or Software; (i) any repair services not authorized or approved by Cellebrite; 0) any design, documentation,
materials, test data or diagnostics supplied by Buyer that have not been authorized or approved by Cellebrite; (k) usage of any test units, experimental products,
prototypes or units from risk lots (each of which is provided "AS IS"); (1) any third party original equipment manufacturer's restrictions on individual phones
or models of phones that prevent the phones or models of phones from working with the Products or Software; (m) any damage to a third party device alleged to
or actually caused by or as a result of use of a Product or Software with a device; (n) any Products that have bad their serial numbers or month and year of
manufacture or shipment removed, defected or altered; (o) any interactions or other effects relating to or arising out of the installation of copies of the Software
beyond the number of copies authorized by an agreement between Cellebrite and Buyer; (p) use of Products or Software incorporated into a system, other than
as authorized by Cellebrite; or (q) any Products or Software that has been resold or otherwise transferred to a third party by Buyer (any Product or Software
affected by the cases in (a) -(q) is referred to hereinafter as an "Excluded Item").
G. Warranty Limitations. EXCEPT AS STATED IN THIS WARRANTY, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES,
SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR
A PRODUCT'S FAILURE TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S OBLIGATION (i) TO REPAIR OR (ii) TO
REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT BUYER'S OPTION) SUCH ITEM AS
SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
H. Repaired or Replaced Products. Before returning a Product for service, Cellebrite recommends that Buyer back up any data contained in such a Product.
IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY DAMAGES OF
ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO, OR LOSS OR CORRUPTION OF, ANY RECORDS, PROGRAMS
OR OTHER DATA RESULTING FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT
OF A FAILURE OR MALFUNCTION OF A PRODUCT.
ActiveUS 94251109v.13
TRAINING TERMS ADDENDUM
1. Certain Definitions. In this Training Terms Addendum, the
following defined terms have the meaning ascribed to them below:
(i) "Cellebrite Certified Instructor" means an individual who has
passed the requirements prescribed by Cellebrite to lead a given
Class. (ii) "Certificate" means a certificate issued by Cellebrite to a
Student who has completed a Class and passed the applicable
examination and completed any other requirements as may be
determined by Cellebrite from time to time. (iii) "Class" means a
training program supplied by Cellebrite hereunder. (iv) `ILT' means
a Class that is led by a Cellebrite Certified Instructor and provided
in a classroom environment. (v) "LOT" means a Class that provides
live online training and is designed to be similar to ILT. (vi) "Seat"
means a Student's confirmed place in an ILT or LOT. (vii)
"Student" means an individual attending a Class that is an employee
or an individual independent contractor of Buyer. (viii) "WBT"
means a Class that is available online, on -demand to a Student, and
is self -paced and designed to support a Student unable to attend ILT.
2. Purchase Order Terms. In each Purchase Order, Buyer shall
specify: (i) the name of each Student attending a Class and current
contact information (including email address) for each such Student;
(ii) the name and contact information of Buyer's point of contact for
Cellebrite; (iii) for ILT, the date and location of the course(s) for
which Buyer is seeking any Seat; (iv) for LOT, the date of the
course(s) for which Buyer is seeking any Seat; (v) for WBT, the
name of the Class; and (vi) the price per Seat purchased for ILT or
LOT, or the price per Student for WBT, as specified in Cellebrite's
Quote. Cellebrite shall provide a written response to each Purchase
Order within seven (7) business days following the issuance of a
Purchase Order for training Services. In the event Cellebrite fails to
respond to Buyer within such period, the applicable Purchase Order
shall be deemed accepted by Cellebrite.
3. Purchase Order Cancellation or Modification. Buyer may
cancel a Purchase Order for ILT or LOT or a portion thereof, for any
Student to attend ILT or LOT or postpone or reschedule any
attendance at ILT or LOT by a Student (collectively, "PO
Modification"), by providing Cellebrite notice thereof that is
received by Cellebrite at least forty five (45) days prior to the
applicable Class. In the event of any PO Modification for ILT or
LOT that is received by Cellebrite less than forty five (45) days
prior to the applicable Class, Buyer shall bear the proportion of
Cellebrite's costs set forth below incurred in connection with such
Class prior to Cellebrite's receipt of such notice, including costs of
rental of a location, costs of travel, personnel costs, costs of
materials, shipping costs and other costs; provided that Cellebrite
shall use commercially reasonable efforts to mitigate such costs.
Days Prior to ILT or LOT
When Cellebrite is Notified
Cancellation Fee
per Seat
Rescheduling
Fee per Seat
> 45 days
0%
0%
> 22 days and < 44 days
25%
0%
>_ 15 days and:S 21 days
50%
10%
< 14 days
75%
250/,
Cellebrite may invoice Buyer at any time following a PO
Modification. Buyer may submit a PO Modification to Cellebrite by
sending an email to trainin6acellebrite.com. Cellebrite may, in its
reasonable discretion, allow Buyer to substitute one Student for
another Student if Buyer submits such request to Cellebrite at
training a.cellebrite.com. Notwithstanding the foregoing, in the
event that Buyer has requested a private Class, Cellebrite shall only
charge Buyer such costs in the event that Buyer issues a PO
ActiveUS 94251109v.13
Modification that is received by Cellebrite less than thirty (30) days
before the applicable Class and in such event Buyer shall be
responsible for 100% of Cellebrite's costs associated with such PO
Modification.
4. Registration. Buyer shall ensure that each Student registers
separately in Cellebrite's learning management system. Buyer
understands that Cellebrite may place restrictions on certain Classes
from time to time, including prerequisites or limitations to certain
types of Students (e.g., law enforcement officers). Buyer shall
ensure that each Student does not use login credentials of any other
Student and that each Student provides accurate information as part
of his or her registration. A Student that does not have his or her
own login credentials may not have accurate student records, access
to appropriate course materials, complete applicable examinations or
receive any Certificate. Without limiting any other remedy,
Cellebrite may invoice Buyer for any additional fees associated with
sharing of any account by any Student.
5. Enrollment. For any Student to attend a Class, a registration
key is required. Cellebrite shall provide a registration key to the
email address associated with each Student that is to attend a Class
under a Purchase Order after Cellebrite receives payment for such
Class. Each registration key is unique and is valid for one Student to
attend one Class. In the event that Buyer purchases the right for a
bulk number of Students to attend a Class (as may be determined by
Cellebrite from time to time), Cellebrite shall send a list of
registration keys to Buyer's point of contact for distribution to each
Student by Buyer. Cellebrite may cancel a reservation for ILT or
LOT or revoke a registration key if a Student has not completed any
prerequisite for the applicable Class.
6. ILT-Specific Terms. Buyer must submit a Purchase Order for
ILT, and Cellebrite must have received payment from Buyer
therefor, at least fifteen (15) days before the earliest ILT for which
Buyer is purchasing Seats thereunder. Cellebrite may, at its option,
accept a Purchase Order after such time frame, but Buyer may not
receive appropriate notifications or may be subject to additional
charges for expedited shipping, last minute travel and lodging
charges, additional Cellebrite Certified Instructors and other such
costs. For an ILT to proceed as scheduled, a minimum number of
Students is required. Cellebrite may cancel an ILT for any reason,
including because an ILT does not have enough Students. Any
cancellation by Cellebrite hereunder shall be without liability to
Buyer. Cellebrite requests that Buyer not purchase any travel for any
Student prior to receipt of confirmation that an ILT will takeplace.
7. Modification of ILT. Cellebrite may modify the location, start
time or other matters in relation to ILT at any time, without liability,
by notifying Buyer thereof. If a venue is not suitable for delivery of
ILT, Cellebrite may delay delivery until such venue is made suitable
for delivery of ILT. In such a case, Cellebrite shall notify Buyer.
S. International ILT. For any ILT that is not conducted in the
United States of America, Buyer shall be responsible for providing
appropriate assistance to Cellebrite regarding entering the applicable
country, including information about customs requirements, visa
requirements, facilitating entry of Cellebrite personnel and Products,
import and export laws or regulations of the applicable country,
ensuring use of Products and training Services complies with
applicable laws and regulations in the applicable country and other
matters. At Cellebrite's request, Buyer shall act as consignee of
Products that Cellebrite seeks to import into the applicable country
for an ILT at which Buyer has any Student attending. Cellebrite is
not responsible for any delay or cancellation to any ILT as a result
of delays in import or export of Products or visas for Cellebrite
personnel.
9. Registration Keys. Upon Cellebrite's receipt of payment
therefor, Cellebrite shall issue Buyer the applicable number of
registration keys for Classes. A registration key for a Class is only
valid for ninety (90) days after issuance by Cellebrite. In order to
participate in WBT or LOT, a Student is responsible for procuring
his or her own computer and Internet access that are able to access
WBT or LOT. Each Student taking a WBT or LOT must have a
current license to UFED technology, Physical Analyzer and Phone
Detective from Cellebrite, and Cellebrite may require that each such
Software is the latest version thereof. Certain WBT or LOT may
also have additional Software licensing requirements, and Cellebrite
may change the requirements for licensing of Software for any WBT
or LOT from time to time, without notice_ Cellebrite shall mail a kit
to each Student of certain WBT or LOT, using the address provided
by such Student as part of his or her account information, FCA
Cellebrite's location (Incoterms 20 10) in New Jersey. In the event
that such address is not accurate, Cellebrite may invoice Buyer for
ninety nine dollars ($99) and Buyer agrees that such Student's
access to a Student kit necessary for such WBT or LOT may be
delayed.
10. Return of Student Kits. Buyer shall ensure that each Student
returns his or her Student kit promptly after taking the applicable
WBT or LOT. Such return shall be made DDP Cellebrite's location
(Incoterrns 20 10) in New Jersey. In the event that Cellebrite has not
received a Student kit within thirty (30) days after the
commencement of a WBT or LOT, Cellebrite may invoice Buyer
ninety nine dollars ($99) and may cancel the certification of any
Student whose kit was not returned to Cellebrite.
11. Certificates. Upon successful completion of a Class by a
Student, Cellebrite shall issue the appropriate Certificate to such
Student. Any Certificate shall be valid until two (2) years after it
was issued. Any Certificate that is altered by or on behalf of Buyer
shall no longer be valid, and Cellebrite reserves the right to cancel
any Certificate that has been altered at any time and with noliability
to Buyer.
12. Warrantv Disclaimer. EXCEPT AS SET FORTH IN
CELLEBRITE'S STANDARD WARRANTY, EACH CLASS IS
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT. SPECIFICALLY, BUT
WITHOUT LIMITATION, CELLEBRITE DOES NOT
WARRANT THAT: (1) THE INFORMATION AVAILABLE
THROUGH WBT OR LOT IS FREE OF ERRORS; (II) WET OR
LOT WILL BE UNINTERRUPTED, SECURE OR FREE OF
ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV)
CELLEBRITE'S SERVERS OR THE SERVERS THAT MAKE
WBT OR LOT AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS.
ActiveUS 94251109v.13
Cellebrite Inc.
7 Campus Drive
Suite 210
Parsippany New Jersey 07054
United States
Tel. +1 201 848 8552
Fax. +1 201 848 9982
Tax ID#: 22-3770059
DUNS: 033095568
CAGE: 4C9Q7
Company Website:http://www.cellebrite.com
Bill To
City Of Miami Police Department
400 NW 2nd Avenue
Miami, Florida 33128
United States
Contact: Eldys Diaz
Phone: (305) 579-6111
�.,+
ital.�tLi
*00 Cellebrite olra saiferwortdce
Quote#
Date:
Ship To
Eldys Diaz
400 NW 2nd Avenue
Miami, Florida 33128
United States
Contact: Eldys Diaz
Phone: (305) 579-6111
Q-30960-6
Feb 26, 2018
Customer ID
Good Through
Payment Terms
Currency
Sales Rep
SF -00070286
May 31, 2019
Net 30
USD
Jonathan Wrenn
Product Code
Product Name
Q
Start Date
End Date
Serial
Number
Net PriceWnit
Net Price
Sales
Tax %
S-UFD-04-007
UFED Analytics Enterprise
1
USD 217,000.00
USD 217,000.00
0.00
UFED Analytics Enterprise
SubTotal USD 217,000.00
Shipping & Handling USD 0.00
Sales Tax (0.00%) USD 0.00
Total USD 217,000.00
Comments:
Analytics Enterprise, 25/Unlimited/500 Evidence Units.
—Annual recurring Software Maintenance/Upgrades/Related is 20% in years 2,3,4 and so on.
For further information please email Jonathan Wrenn at jonathan.wrenn@cellebrite.com or call +1 (201) 848-8552 ext.7737
Terms and conditions:
Payment terms: Net 30; 1.5% per month interest on late payment
Shipping: FCA, Parsippany, NJ, USA: Limited Warranty: Hardware: 12 Months; Software: 60 days; Touch Screen: 30 days
12 months software support included in initial purchase. The next support period purchased begins immediately at the end of the 12
months, i.e., no gaps in support period are allowed.
Cellebrite has two different terms of sale.
Any purchase of unlocking services are governed by
bttp-.14lpg@ISQ11ebrite.com/CB-us-us/index.htmi.
Any other purchases of products or services, including training, are governed by
help //legal,ggllgbrite.com/us/index.html.
In addition to these terms, software is licensed by Cellebrite in accordance with an end user license agreement available at
http://Iecial.cellebrite.com/End-User-License-Agreement.htm.
In the event of any dispute as to which terms apply, Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
'SALES TAX DISCLAIMER: Cellebrite Inc. is required to collect Sales and Use Tax for purchases made from the following certain U.S.
States. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Where applicable,
Cellebrite Inc. will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc. Cellebrite Inc. will not
refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide us
with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.
Please include the following information on your PO for Cellebrite UFED purchase:
Quote Number: Q-30960-6
Prepared by Jonathan Wrenn
Page 1 of 2
- Please include the ORGINAL QUOTE NUMBER (For example - Q-XXXXX) on your PO
- CONTACT NAME & NUMBER of individual purchasing and bill to address
- E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality
Quote Number: Q-30960-6
Prepared by Jonathan Wrenn
Page 2 of 2
e ..l Digital intelligence
®®• Gel,ebrite forasaferworld
Date: September 4, 2018
TO WHOM IT MAY CONCERN,
This letter is provided to inform you that a Sole Source justification exists because the solution
identified in this document, required to satisfy the Agency's needs, are only manufactured, developed
or made available from Cellebrite Inc. This letter identifies Cellebrite Inc. as the sole Developer,
and Manufacturer of respective items listed below in detail:
Cellebrite is the sole manufacturer of the Hardware products listed below:
• Cellebrite UFED Touch 1 and Touch2
Cellebrite is the sole developer and provider of the Software products listed below:
• Cellebrite Analytics Enterprise
Cellebrite is the sole developer of the following Digital Evidence File Format:
• Cellebrite UFDR file
Cellebrite Inc. was established in 1999 and is based in Parsippany, NJ and Vienna, VA, and is
incorporated in the state of Delaware. Cellebrite Inc. supports customers and users in the US, Latin
America, Canada and Mexico. With more than 60,000 extraction licenses deployed in 150 countries,
Cellebrite' s forensic extraction products have been deployed throughout the world, and our Cellebrite
Analytics Enterprise Product is an extension of these forensic extraction products. Our forensic
extraction customers include the Department of Defense, Federal Government, Intelligence
Organizations, Military, and Law Enforcement Divisions.
The Cellebrite Analytics Enterprise product includes capabilities that are exclusive to Cellebrite
and not available from any other company. No other Digital Evidence Intelligence Analytics product can
natively ingest Cellebrite UFDR files.
This comprehensive package also allows for unique cross -case and multiple phone extraction
analysis, such that key relationships can be discovered by extending searches to device extractions that
are tied to other cases within the database. Multiple filters can be activated simultaneously and can be
set to text enable the inclusion and exclusion of specific datasets for refinement of search. Further, a
collaborative investigative approach is supported by the feature of tagging selected pieces of evidence
and sharing them with other investigators or analysts whom are granted case access within the system.
All these key data elements can be included in a forensic style report in an easy to read PDF., Word, or
Excel format for the benefit of the Investigating Agents and Prosecutors to present in court.
Additional capabilities of interest include optical character recognition for enhanced text
searches across documents such as Word, Excel, etc. and pictures such as JPEG files, and language
identification for many languages, among them English, Spanish, German, French, Pashto, Urdu,
Arabic, Farsi, Chinese, and Japanese languages and many more. These capabilities combined with a
person's resolution dashboard to tag various aliases to a specific individual make this analytics tool
unique in the marketplace.
Cellebrite Inc., 7 Campus Drive, Suite 210, Parsippany, NJ 07054
Tel: (201) 848-8552 • Fax: (201) 848-9982 • www.cellebrite.com
Tax ID: 22-3770059 • DUNS: 033095568 • CAGE: 4C9Q7 •ORCA Registration Complete
o jj Digital intelligence
••° Cellebrite
rite for a safer world
Cellebrite Analytics Specific Functionality Description
• Ingestion of UFD digital raw mobile data container
• Web based analytics engine capable of fully analyzing any Cellebrite device extraction (UFDR)
• Web based analytics engine capable of fully analyzing any Cellebrite cloud extraction to include
graph, geo-location, text analytics
• Fully integrated media analytics (image, video, other) including "auto classification" of all image
and video content, specifically the categories and features listed below which are available only
from Cellebrite:
o Documents, Money, Screenshots, Flags, Tattoos, Vehicles, Faces, Weapons, Child
Exploitation, Handwritten content and Maps.
o Video Synopsis - Ability to skip to a relevant frame in a video that contains data with any
of the categories mentioned above.
• Full ingestion and analysis capabilities for computer hard drives (E01)
• Analysis and comparative analysis of Call Data Records (CDR) against all Cellebrite UFDR files
• Facial matching and comparative analytics
• Project VIC integration for verification of hash database media
• Intelligence Dashboard showing the following evidentiary fields:
o Top interactive parties of the subject
o Most visited locations and most irregular locations
o Main mobile applications (inclusive of cloud -based apps) used by the subject
o Digital finger print association
• Full "Person Resolution" capability. This capability allows the automatic classification and merger
of information related to a single specific person, from multiple and disparate data sources.
• Ability to search for a single specific person(s), by face, name or alias or contact
numbers, across multiple cases and UFD extractions
• Ability to view mutual location data shared between two persons AND the ability to define the
timeframe of the location search and geo-area in which the search should be conducted.
• Fully integrated screen shot and report generator capability
• Proactive and contextual guidance for first time uses as well as related tutorials,
*Note to Agency: If the Agency currently uses Cellebrite UFED Touch 1, Touch 2 or UFED for PC, ingestion of
the native UFDR file format into an Analytics program can only be provided by using the Cellebrite Analytics
product. Please check with the appropriate representatives from your Agency for more information.
Please feel free to contact Cellebrite with any questions.
Sincerely,
4U14
Gregg Weinberger
Director, Sales Operations
Cellebrite Inc., 7 Campus Drive, Suite 210, Parsippany, NJ 07054 '
Tel: (201) 848-8552 • Fax: (201) 848-9982 • www.cellebrite.com
Tax ID: 22-3770059' DUNS: 033095568 • CAGE: 4C9Q7 •ORCA Registration Complete
Digital intelligence
curate for a safer world
IiyIPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED
SOFTWARE (AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS
ACCEPTANCE OF THIS AGREEMENT.
CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS AGREEMENT (THE "EULA"), ANY ADDITIONAL TERMS IN
AN AGREEMENT SIGNED BY BUYER (AS DEFINED BELOW) AND CELLEBRITE, AND ANY
"CLICK -ACCEPT" AGREEMENT, AS APPLICABLE. TO THE EXTENT OF ANY CONFLICT
AMONG THIS EULA, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER AND
CELLEBRITE, ANY "CLICK -ACCEPT" AGREEMENT, ANY TERMS ON A PURCHASE ORDER
AND CELLEBRITE'S TERMS AND CONDITIONS OF SALE, THE ORDER OF PRECEDENCE
SHALL BE (A) AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE; (B) THIS EULA; (C)
THE "CLICK -ACCEPT" AGREEMENT; (D) CELLEBRITE'S TERMS AND CONDITIONS OF SALE;
AND (E) BUYER'S PURCHASE ORDER, TO THE EXTENT SUCH TERMS ARE PERMISSIBLE
UNDER CELLEBRITE'S TERMS AND CONDITIONS OF SALE OR AN AGREEMENT SIGNED BY
BUYER AND CELLEBRITE (COLLECTIVELY, (A) -(E), AFTER APPLYING THE ORDER OF
PRECEDENCE, THE "AGREEMENT").
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE
PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED IN
THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER
ORGANIZATION THAT YOU REPRESENT (THE "BUYER") EXPRESSLY CONSENT TO BE
BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS
CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR
USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS
EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR,
IF AN AGREEMENT BETWEEN BUYER AND CELLEBRITE PROVIDES A SHORTER TIME
PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER
RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED
RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS
EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS
CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO
CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF
THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT.
YOUR RIGHT TO RETURN AND REFUND ONLY APPLIES IF YOU ARE THE ORIGINAL END
USER PURCHASER OF SUCH PRODUCT AND/OR LICENSEE OF SUCH SOFTWARE.
This EULA governs Buyer's access to and use of any Software and/or any Product (as defined below) first
placed in use by Buyer on or after the release date of this EULA (the "Release Date").
1. DEFINITIONS — In this Agreement, the following capitalized terms shall have the meaning set
forth below:
"Affiliate" of a party means such party's parent corporation, an entity under the control of such
party's parent corporation at any tier or an entity controlled by such party at any tier. For these
purposes, "control" shall mean the power to direct or cause the direction of the management and
policies of the entity, whether through the ownership of more than 50% of the outstanding voting
interests in such entity or otherwise.
"Authorization Product" means a product sold by Cellebrite or an authorized reseller of Cellebrite
with embedded License Authorization Software, including but not limited to a USB dongle with
embedded License Authorization Software.
"Authorized Users" means the number of Users that Buyer is licensed to have access to the
applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in
the Agreement. If the number of Authorized Users is not otherwise set forth in the Agreement, the
number of Authorized Users shall be deemed to be equal to the number of Products (other than
Authorization Products) purchased by Buyer.
"Cellebrite" means (i) Cellebrite Mobile Synchronization Ltd., an Israeli corporation with offices
at 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602 or (ii) the subsidiary of Cellebrite
Mobile Synchronization Ltd. (including without limitation Cellebrite Inc., Cellebrite GmbH,
Cellebrite APAC Pte. Ltd. or Cellebrite Solug6es Tecnol'ogicas Ltda.), which has an agreement
with Buyer and/or issues invoices to Buyer with respect to any Software and/or Product, as
applicable.
"Concurrent Users" means the number of Authorized Users (whether Named Users or not) of Buyer
concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except
reviewing results of analyses generated by Software) of Software, either directly or indirectly from
a remote location. If a single User connects to Software using multiple concurrent log -ins or
connections, each such active logical connection or log -in is counted toward the number of
Concurrent Users.
"Documentation" means any documentation related to any Software provided by Cellebrite.
"Embedded Software" means a copy of Software delivered embedded in or loaded onto a Product
when such Product is sold by Cellebrite. Any Updates or Upgrades to Embedded Software are also
deemed "Embedded Software", notwithstanding being separately delivered from the applicable
Product.
"Law" shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance,
regulation, rule or other binding restriction or requirement of or by any governmental authority, as
may be amended, changed or updated from time to time.
"License Authorization Software" means Software that is provided together with hardware on
which it is embedded that is used to validate the authorized use of standalone Software.
"License Term" means the term of a paid subscription to an instance of Software or a unit of
Product.
"Named Users" means a User authorized by Buyer to access or use the Software through the
assignment of a single user ID, regardless of whether such User is using Software at any given time.
A non -human device capable of accessing or access Software is counted as a Named User.
"Product" means a product (hardware and Software) sold by Cellebrite or an authorized reseller of
Cellebrite. The term "Product" includes without limitation the UFED Pro series, UFED field series
and Analytics series of products. "Product" includes Authorization Products.
"Remote Access Protocol" means any remote access application, including without limitation
Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a
single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an
Authorization Product directly connected to such host computer for each Authorization Product
then licensed by Buyer, as long as such Authorized User, single remote computer and single host
computer with an Authorization Product are all located in the Territory.
"Software" means an instance of a program, module, feature, function, service, application,
operation or capability of any Cellebrite-supplied software. The term "Software" includes without
limitation any Embedded Software, standalone software or any License Authorization Software.
"Territory" means the country in which Product was purchased or Software was licensed from
Cellebrite or an authorized reseller of Cellebrite.
"Third Party" means an individual or entity other than Buyer, Cellebrite and Cellebrite's Affiliates.
"Third Party Software" means certain software provided by a Third Party embedded in any Product,
either as a standalone feature or as part of any Software, and which may be subject to additional
end user license restriction and agreements.
"Update" means an update to any Software that is provided by Cellebrite and that may incorporate
(i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of
Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third
Parties; and/or (iv) at the sole discretion of Cellebrite, minor enhancements to the Software;
provided, however, that Updates shall not include Upgrades. Updates are generally identified by
Cellebrite by a change to the version number to the right of the first decimal point (e.g., version 4.1
to 4.2).
"Upgrade" means a new release of any Software that incorporates substantial changes or additions
that (i) provide additional value and utility; (ii) may be priced and offered separately as optional
additions to any Software; and/or (iii) are not generally made available to Cellebrite's customers
without a separate charge. Upgrades are generally identified by Cellebrite by a change to the version
number to the left of the first decimal point (e.g., version 4.2 to 5.0).
"User" means an individual able to gain access to any Software functionality.
"You" means any individual seeking the benefit of or evaluating this EULA.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA (including without limitation as set
forth in Sections 2.E and 2.F), Cellebrite hereby grants to Buyer, and Buyer accepts, upon delivery
of any Software, during the License Term a non-exclusive, non -transferable and non- sublicensable
license with respect to such Software to (i) allow the Authorized Users to use such Software, in
executable form only, and any accompanying Documentation, only for Buyer's internal use in
connection with the Products, in the Territory (or any other location specifically authorized by
Cellebrite in writing) and only as authorized in the Agreement, and subject to the terms hereof, u)
make a reasonable number of copies of Software, (except with respect Embedded Software), for
use only as licensed in this EULA, though in no case more than the number of
Authorized Users; and (iii) make one (1) copy of Software, (except with respect Embedded
Software), for backup, archival or disaster recovery purposes.
i. Embedded Software Limitations. Buyer shall use any Embedded Software solely for execution
on the unit of Product originally delivered to Buyer with such Embedded Software installed,
or any replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade
of such Embedded Software that Cellebrite has licensed to Buyer maybe loaded and executed
only on the unit of Product on which any originally licensed Software is authorized to execute.
ii. License Exclusion. Notwithstanding any other provision of this EULA, except as may
otherwise be required by applicable Law, no license is granted for installation or use of any
Software or associated Update or Upgrade on any Product resold by anyone who is not an
authorized reseller of Cellebrite for such Product.
iii. Single Product, Single Authorization Product. Buyer's license to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product
purchased from Cellebrite or Cellebrite's authorized reseller. Buyer's license to any License
Authorization Software is limited to a license to use such License Authorization Software on
one (1) Authorization Product for each license to such standalone Software the authorized use
of which is validated by such License Authorization Software and where such license is
purchased from Cellebrite or Cellebrite's authorized reseller.
iv. Authorization Products. Without limiting Section 2.F, Buyer shall not, and shall not permit
any User to, use any Authorization Product on a computer other than the computer to which
such Authorization Product is directly connected (i.e., not through a network), except that an
Authorized User may use Remote Access Protocol with Cellebrite's UFED Physical Analyzer.
Buyer shall ensure that multiple users cannot use Remote Access Protocol to access UFED
Physical Analyzer simultaneously. For the avoidance of doubt, subject to the terms and
conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted.
v. Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein
each computer running an Authorization Product will be configured or at least limited to serve
only one remote connection at a time. In other words, only one Authorized User can use a
Remote Access Protocol at the same time. For example, if a host computer is installed with
multiple instances of Cellebrite's UFED Physical Analyzer, Buyer will ensure that it is not
possible for multiple remote users to connect to the host computer and/or ensure that the
foregoing does not occur. Regarding any other Cellebrite products or software other than
Cellebrite's UFED Physical Analyzer, Buyer may not use a Remote Access Protocol unless
expressly agreed to in writing by Cellebrite.
vi. Named Users. In the event that the Agreement specifies that any Software may be used by
Named Users, Buyer shall ensure that the use of such Software shall be used only by the
applicable Named Users. Buyer shall assign for each Named User a unique login credential
for the purpose of allowing the Named User to access and use such Software. No more than
one User may use each unique combination of login credentials, and the sharing of such
credentials is expressly prohibited. Buyer shall be responsible for ensuring the security and
confidentiality of its Named User login credentials.
9
vii. Concurrent Users. In the event that the Agreement specifies that any Software may be used by
Concurrent Users, Buyer may install one instance of such Software on the designated host
server as specified in the Agreement for concurrent and simultaneous use and/or access by
such number of Concurrent Users set forth in the Agreement. Buyer shall ensure that the
number of Concurrent Users accessing such Software at any time shall not exceed such number
set forth in the Agreement. Buyer must keep a record of all Authorized Users who are
Concurrent Users.
B. Updates and Upgrades.
i. Updates. Updates or Upgrades to any Software may be made available to Buyer pursuant to a
separate agreement between Cellebrite and Buyer. Any particular Update or Upgrade shall be
licensed under the terms of the Software that is being updated by such Update or Upgrade, as
the case may be.
ii. Limitation. Except as expressly provided in the Agreement, Buyer shall have no rights in any
Update or Upgrade to Software, nor any rights to support services associated with such
Software.
iii. No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Buyer or Buyer to accept such Updates or Upgrades. The provision of any Updates or
Upgrades shall be governed by a separate agreement between Cellebrite and Buyer, or by a
purchase order issued by Buyer and accepted by Cellebrite, in Cellebrite's sole discretion.
iv. Trial License for Updates and Upgrades. Subject to the terms and conditions of this
Agreement, Cellebrite hereby grants to Buyer, and Buyer accepts, a nonexclusive, time-
limited and nontransferable license, effective upon delivery, to use a copy of an Update or
Upgrade to Software, in executable form only, when provided by Cellebrite, and any
accompanying Documentation, only for Buyer's internal use for a trial of such Update or
Upgrade, as the case may be, in the Territory and only as authorized in the Agreement, for a
period as specified by Cellebrite, but, in any case, no longer than sixty (60) days after Cellebrite
provides such Update or Upgrade, subject to the restrictions in Section 2.E, 21 and, if
applicable, 2.D. Any time-limited license for any Software shall be subject to the foregoing
license grant and such license may be issued at Cellebrite's sole discretion. Buyer agrees to
provide to Cellebrite one or more email addresses at which Cellebrite can contact Buyer for
communications from Cellebrite, including without limitation regarding Updates or Upgrades.
Buyer shall provide Cellebrite with updated email address(es) each time such email address(es)
change.
C. Specific License Terms for UFED Family of Products. The terms in this Section 2.0 apply only to
the UFED family of products (including without limitation UFED Touch, UFED 4PC, UFED TK,
UFED CHINEX, Reader, UFED Ultimate, UFED Physical Analyzer, UFED Logical Analyzer,
UFED Phone Detective,, UFED Cloud Analyzer, UFED InField Kiosk, UFED InField).
i. Any use or operation of the Cellebrite UFED family of products in connection with any product
and/or mobile device developed, manufactured, produced, programmed, assembled and/or
otherwise maintained by any person or entity shall be permitted only after the User of the
Cellebrite UFED family of products has obtained any consents or approvals required (to the
extent required) pursuant to applicable Law.
5
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES
OR REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY
UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY OR OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY
ARISING OUT OF OR RELATING TO THE USE OF ANY OF THE CELLEBRITE UFED
FAMILY OF PRODUCTS IN CONNECTION WITH ANY PRODUCT AND/OR MOBILE
DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED,
ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY,
WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROVAL.
iii. Buyer represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who have
obtained any necessary consents and approvals pursuant to applicable Law shall be permitted
to use any of the Cellebrite UFED family of products; (b) Users of Buyer shall only use any
of the Cellebrite UFED family of products in compliance with the terms of service, terms of
use or other agreement with a Third Party; and (c) Buyer and its Users shall only use any of
the UFED family of Products in compliance with all applicable Laws.
D. License Terms for Educational Use. If Buyer's purchase order or the Agreement indicates that
Buyer is purchasing any Product and/or licensing any Software for educational use only, the
following terms and conditions apply:
Buyer hereby agrees not to use any Software which is licensed as being for educational use
only for any purposes other than training of Buyer's employees, or, if Buyer is an accredited
educational institution that is an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or any Law that replaces the same, for training of students
who are full- or part-time students enrolled in a degree -granting program equivalent to a
Bachelor's or higher degree.
ii. Unless otherwise agreed to in the Agreement, the prohibition regarding use of Products for
training other than for training of Buyer's employees set forth in Section 2.F(n) shall continue
to apply. Nothing in this EULA permits Buyer to use any trademarks of Cellebrite.
E. No Right to Sublicense or Assign. Except to the extent otherwise required by applicable Law or
expressly provided for assignment generally in the Agreement, no license provided in this Section
2 is sublicensable, transferable or assignable by Buyer, including by operation of Law, change of
control, merger, purchase or otherwise, without the prior written consent of Cellebrite in each
instance. Other than as expressly permitted by the foregoing, any attempted sublicense, transfer or
assignment by Buyer shall be null and void.
F. License Prohibitions. Notwithstanding anything to the contrary in this EULA, Buyer shall not,
alone, through a User, an Affiliate or a Third Party (or allow a User, an Affiliate or a Third Party
to): (a) modify any Software; (b) reverse compile, reverse assemble, reverse engineer or otherwise
translate all or any portion of any Software; (c) pledge, rent, lease, share, distribute, sell or create
derivative works of any Software; (d) use any Software on a time sharing, service bureau,
application service provider (ASP), software as a service (SAAS), cloud services, rental or other
similar basis; (e) make copies of any Software, except as provided for in the license grant above;
(f) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or marks in
any Software; (g) distribute any copy of any Software to any Third Parry, including without
limitation selling any Product in a secondhand market; (h) use any Embedded Software other than
with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more
r9i
than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite;
(i) disclose any results of testing or benchmarking of any Software to any Third Party; 0) use any
Update or Upgrade beyond those to which Buyer is entitled or with any Software to which Buyer
does not have a valid, current license; (k) deactivate, modify or impair the functioning of any
disabling code in any Software; (1) circumvent or disable Cellebrite's copyright protection
mechanisms or license management mechanisms; (m) use any Software in violation of any
applicable Law (including but not limited to any Law with respect to human rights or the rights of
individuals) or to support any illegal activity or to support any illegal activity; (n) use any Software
to violate any rights of any Third Party; (o) use any Product for any training purposes, other than
for training Buyer's employees, where Buyer charges fees or receives other consideration for such
training, except as authorized by Cellebrite in writing; or (p) attempt any of the foregoing. Cellebrite
expressly reserves the right to seek all available legal and equitable remedies to prevent any of the
foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing.
G. Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs)
grants Buyer the right to reverse engineer any Software to make it interoperable without Cellebrite's
consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite of such desire and,
no later than sixty (60) days following receipt of such request, Cellebrite may decide either to: (a)
perform the work to achieve such interoperability and charge its then- standard rates for such work
to Buyer; or (b) permit Buyer to reverse engineer parts of such Software only to the extent necessary
to achieve such interoperability. Only if and after Cellebrite, at its sole discretion, partly or
completely denies Buyer's request, shall Buyer exercise its statutory rights.
H. Network Usage. Buyer understands and agrees that Cellebrite may use Buyer's internal network
and Internet connection for the limited purpose of transmitting license -related data at the time of
installation, registration, use or update of Software to a Cellebrite-operated license server. At such
time, Cellebrite may validate the license -related data in order to protect Cellebrite against
unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of
Software upon exchange of license related data between Buyer's computer and the Cellebrite
license server.
I. Third Party Software. Buyer acknowledges and agrees that the access and use of any Software (or
certain features thereof) may involve access and/or use of Third Party Software. Buyer shall comply
with the terms and conditions applicable to any such Third Party Software, in addition to the terms
and conditions of this EULA, including without limitation the following terms and conditions (to
the extent applicable):
Bing Maps — http://go.rnicrosoft.com/?Iinkid=9710837;
http://aka.ms/BingMapsMicrosoftPrivacy
ii. OpenStreetMap — http://wvvw.ol2enstreetmap.oria/copyn
iaht
J. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant
any license to Buyer, whether by implication or otherwise.
K. Open Source Software.
Software may use and/or be provided with third party open source software, libraries or other
components ("Open Source Component"), including those detailed in the open source notices
files separately conveyed to You. To the extent so stipulated by the license that governs each
Open Source Component ("Open Source License"), each such Open Source Component is
licensed directly to Buyer from its respective licensors and not sublicensed to Buyer by
Cellebrite, and such Open Source Component is subject to its respective Open Source License,
and not to this Agreement. If, and to the extent, an Open Source Component requires that this
Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions,
provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions,
prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into
this Agreement, as required, and shall supersede any conflicting provision of this Agreement,
solely with respect to the corresponding Open Source Component which is governed by such
Open Source License.
ii. In the event that Buyer or another party on its behalf, modifies, replaces or substitutes any
Open Source Component used in or provided with this Software, Buyer hereby fully, forever,
irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and
their employees, officers, directors, resellers, distributors and representatives (collectively,
"Released Parties") from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance and
support obligations (collectively, "Released Claims"), of every kind and nature, with respect
to such Software, including without limitation any such Released Claims that arise as a matter
of applicable Law.
iii. In the event that an Open Source License requires that the source code of its corresponding
Open Source Component be made available to Buyer, and such source code was not delivered
to Buyer with the Software, then Cellebrite hereby extends a written offer, valid for the period
prescribed in such Open Source License, to obtain a copy of the source code of the
corresponding Open Source Component, from Cellebrite. To accept this offer, Buyer shall
contact Cellebrite at support@cellebrite.com.
L. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the
Product is an on -premise solution used and operated solely by Buyer without the involvement of
Cellebrite; (c) Cellebrite is not engaged in any processing of `personal data' (as this term is used in
Laws governing data privacy and data protection) that flows through the Product; and therefore (c)
With respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a `data
controller' nor `data processor' (as these terms are used in Laws governing data privacy and data
protection).
3. OWNERSHIP — Cellebrite (or its licensors) retains ownership of all right, title and interest in and
to any Software and Documentation and any derivative works thereof, and all copies of the Software
and/or Documentation. Nothing in this EULA constitutes a sale, transfer or conveyance of any right,
title or interest in any Software and/or Documentation or any derivative works thereof.
Notwithstanding anything to the contrary, all Software is licensed and not sold and any reference
to a sale of Software shall be understood as a license to Software under the terms and conditions of
the Agreement.
4. CONFIDENTIALITY — Buyer and/or Cellebrite may each disclose to the other proprietary
marketing, technical or business information related to the subject of the Agreement ("Confidential
Information"). Trade Secret (as defined below) of Cellebrite is Confidential Information of
Cellebrite. Technical information relating to Software or Documentation and any Software or
Documentation is Confidential Information of Cellebrite without any marking requirement, but any
other information disclosed in writing must be marked "confidential", "proprietary" or the like to
be deemed the Confidential Information of a party. Information disclosed orally may be deemed
Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing
to the other party within twenty (20) days of the oral disclosure.
Pursuant to 18 U.S.C. §1833(b) , Buyer shall not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of Cellebrite's Trade Secrets (as defined below)
only if such disclosure is made: (i) in confidence to a Federal, State, or local government official
or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law;
or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal. In court proceedings claiming retaliation by Cellebrite for Buyer's reporting a suspected
violation of law, Buyer may only disclose Cellebrite Trade Secrets to Buyer's legal counsel and
may only use the Trade Secret information, if Buyer (i) files documents containing Trade Secrets
under seal; and (ii) Buyer does not otherwise disclose Cellebrite Trade Secrets, except pursuant to
a court order.
The term "Trade Secret" means all forms and types of financial, business, scientific, technical,
economic, or engineering information, including patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes,
whether tangible or intangible, and whether or how stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing if (a) Cellebrite has taken reasonable
measures to keep such information secret; and (b) the information derives independent economic
value, actual or potential, from not being generally known to, and not being readily ascertainable
through proper means by, another person who can obtain economic value from the disclosure or
use of the information.
The receiving parry shall: (a) hold Confidential Information in confidence using the same degree
of care as it normally exercises to protect its own proprietary information but at least reasonable
care, (b) restrict disclosure and use of Confidential Information to employees (including any agents,
contractors or consultants) with a need to know, and not disclose it to any other parties,
(c) advise those employees, agents, contractors and consultants of their obligations with respect to
Confidential Information, (d) not copy, duplicate, reverse engineer or decompile Confidential
Information, (e) use Confidential Information only in furtherance of performance under the
Agreement, and (f) upon expiration or termination of the Agreement, return all Confidential
Information to the disclosing party or at the request of the disclosing parry, destroy such
Confidential Information.
The receiving party shall have no obligation regarding Confidential Information that: (u) was
previously known to it free of any confidentiality obligation, (w) was independently developed by
it, (x) is or becomes publicly available other than by unauthorized disclosure, (y) is disclosed to
third parties by the disclosing party without restriction, or (z) is received from a third party without
violation of any confidentiality obligation.
If a party is faced with legal action or a requirement under applicable Law to disclose or make
available Confidential Information received hereunder, such party shall promptly notify the
disclosing party and, upon request of the latter, cooperate in contesting such action or requirement
9
at the disclosing party's expense. Neither party shall be liable for damages for any disclosure or
unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure, access,
or use if the customary degree of care as it uses with respect to its own proprietary information has
been exercised and if, upon discovery of such inadvertent disclosure, access, or use the receiving
party has endeavored to prevent any further (inadvertent or otherwise) disclosure or use.
In the event that the Agreement has provisions relating to protecting the confidentiality of
disclosures under the Agreement, this Section 4 shall be of no force and effect.
5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this
Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers; and "damages"
shall be deemed to refer collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies. Cellebrite's entire liability and Buyer's exclusive remedies against Cellebrite
for any damages caused by any Product or Software defect or failure, or arising from the
performance or non-performance of any obligation hereunder, regardless of the form of action,
whether in contract, tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by Cellebrite, Buyer's direct
damages; and
ii. For claims other than as set forth above, Cellebrite's liability shall be limited to direct damages
that are proven, in an amount not to exceed the total amount paid by Buyer to Cellebrite during
the twelve (12) month period that immediately preceded the event that gave rise to the
applicable claim.
C. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA,
CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED
TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE
REMEDY.
D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE
DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE
BY, ANYONE OTHER THAN BUYER.
E. Third Party Software Liability. Notwithstanding anything to the contrary in this EULA, Cellebrite
shall not be liable to Buyer or any User for any damages due to use of any Third Party Software.
The limitations and exclusions from liability under the terms and conditions applicable to any Third
Party Software (which are applicable to the arrangement between Buyer and the applicable provider
of such Third Party Software) shall govern and apply with respect to the use of each such Third
Party Software.
6. BUYER INDEN lITY — To the maximum extent permitted by applicable Law, Buyer shall, at its
expense: (i) indemnify and hold Cellebrite and its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and
against any damages, claim, liabilities and expenses (including without limitation legal expenses)
(whether brought by a Third Party or an employee, consultant or agent of Buyer's) arising out of
any (a) misuse or use of any Product or Software furnished under the Agreement in a manner other
than as authorized under this EULA, including without limitation using the Product or Software in
a manner that violates applicable Law including without limitation a person's Fourth Amendment
rights under the United States Constitution (or its equivalent in the Territory), (b) modifications to
the Products or Software made by or on behalf of Buyer without prior written authorization of
Cellebrite or its Affiliates; (c) Buyer's combination of any Products or Software with other products
or software, without prior written authorization of Cellebrite or its Affiliates, including without
limitation any installation of any software on any Product; (d) Buyer's combination or operation of
the Software in connection with a third -party product, software or service; (e) misappropriation of
a person's list of contacts or other personal information, (f) failure to obtain consents and approvals
required by applicable Law for the use of any of the UFED family of products in connection with
a Third Party product and/or mobile device, as required under Section 2.0 hereof or (g) use of any
Product or Software furnished under the Agreement in breach of or to violate the terms of service,
terms of use or other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs
and liabilities (including without limitation legal expenses) incurred relating to such claim; and (iii)
pay all settlements, damages and costs assessed against Cellebrite and attributable to such claim.
7. CELLEBRITE INDEIVIMTY — Cellebrite will, at its expense: (i) indemnify, defend and hold
Buyer and its Affiliates and its and their officers and directors harmless from any claim (whether
brought by a Third Party or any customer of Buyer) to the extent alleging that any Software
furnished under this Agreement directly infringes any patent, copyright or trademark or
misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse
Buyer for any expenses, costs and liabilities (including reasonable attorney's fees) incurred relating
to such claim; and (iii) pay all settlements, damages and costs assessed against Buyer and
attributable to such claim.
In addition, in connection with satisfying its obligations hereunder, Cellebrite shall have the right,
at any time and at its option and expense to: (a) procure for Buyer and/or its customers the right to
continue using such Software, or any Product on which such Software is embedded; (b) replace or
modify any such Software, or any Product on which such Software is embedded, provided or to be
provided, to be free of such infringement; or (c) require return of such Software, or any Product on
which such Software is embedded, and refund the purchase price or license price depreciated on a
straight-line basis over a three (3) year period from the delivery date.
Notwithstanding the foregoing, (A) Cellebrite shall have no obligations under this Section 7 with
respect to any Excluded Item; (B) the maximum liability of Cellebrite in relation to any such claims
under this Section 7 shall not exceed the amounts paid by Buyer to license any Software for which
such infringement claim was filed or purchase Products including such Software in the then -
previous twelve (12) months; and (C) in the event that there are any other indemnification
obligations with respect to infringement of any patent, copyright or trademark or misappropriation
of any trade secret under the Agreement, this Section 7 shall be of no force and effect.
11
Cellebrite's obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite
prompt written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite
would not be materially prejudiced thereby; (2) Cellebrite having complete control of the defense
and settlement of such claim; (3) Buyer cooperating fully with Cellebrite to facilitate the defense
or settlement of such claim; and (4) Buyer's substantial compliance with the Agreement.
The sale of any Product by Cellebrite shall not in any way confer upon Buyer, or upon anyone
claiming under Buyer, any license (expressly, by implication, by estoppel or otherwise) under any
patent claim of Cellebrite or others covering or relating to any combination, machine or process in
which such Product is or might be used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION
OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY
INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN
LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD
THERETO.
8. WARRANTY
A. Hardware Warranty. Subject to Buyer's compliance with the Agreement, Cellebrite warrants to
Buyer that each Product, but not Software, related services or prototypes of any such Product, shall
be materially in conformance with the written specification furnished or agreed to by Cellebrite for
six (6) months after delivery (the "Warranty Period"). If any failure to materially conform to such
specification ("Defect") is suspected in any Product during the Warranty Period, Buyer, after
obtaining return authorization information from Cellebrite, shall ship suspected defective samples
of the Product to Cellebrite in accordance with Cellebrite's instructions. No Product will be
accepted for repair, replacement, credit or refund without the written authorization of Cellebrite.
Cellebrite shall analyze the failures, making use, when appropriate, of technical information
provided by Buyer relating to the circumstances surrounding such failures. Cellebrite will verify
whether any Defect appears in the applicable Product. If a returned Product does not have a Defect,
Buyer shall pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite's
then -prevailing rates. If a returned Product has a Defect, Cellebrite shall, at Cellebrite's sole option,
either repair or replace the defective Product with the same or equivalent Product without charge
or, if such repair or replacement has not occurred by the forty fifth (45th) day following Cellebrite's
receipt of the returned Product, credit or refund (at Buyer's option) the purchase price within ten
(10) days after such forty fifth (45th) day; provided: (i) Buyer notifies Cellebrite in writing of the
claimed Defect within thirty (30) days after Buyer knows or reasonably should know of the claimed
Defect, (ii) the claimed Defect actually exists, and (iii) the Defect appears within the Warranty
Period. Cellebrite shall deliver any replacement Product to Buyer (Ex Works Cellebrite's loading
dock, Incoterms 2010). Any replaced Product or replaced parts of any Product shall become
Cellebrite's property. In no event shall Cellebrite be responsible for de -installation or reinstallation
of any Product or for the expenses thereof. Repairs and replacements covered by the above warranty
are warranted to be free from Defects as set forth above with respect to any Defect that appears (i)
within three (3) months after the date of repair or replacement or (ii) prior to the expiration of the
original Warranty Period, whichever is later.
B. Touch Screen Exclusion. Notwithstanding Section 8.A, the Warranty Period for the touch screen
of any Product with a touch screen is the period from the date of Buyer's initial receipt of the
Product until thirty (30) days after such date.
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C. Warranty of Title. Cellebrite warrants to Buyer that any title conveyed hereunder (excluding
Software) shall be good and its transfer rightful, and that the Products delivered under this EULA
shall be free from any liens, encumbrances and restrictions.
D. Software Warranty. Cellebrite warrants to Buyer that for a period of sixty (60) days after the date
of shipment, the Software will perform substantially in conformity with its Documentation. As
Buyer's sole and exclusive remedy, Cellebrite will, at its sole expense, in its sole discretion and as
its sole obligation, promptly repair or replace any Software that fails to meet this limited warranty.
E. Third Party Software Warranty. Notwithstanding anything to the contrary in this EULA, Cellebrite
does not provide any warranty with respect to any Third Parry Software. The warranty under the
terms and conditions applicable to any Third Party Software (which are applicable to the
arrangement between Buyer and the applicable provider of such Third Parry Software) shall govern
and apply with respect to each such Third Party Software warranty.
F. Exclusions. Notwithstanding anything to the contrary in this warranty, the warranties herein do not
apply to, and Cellebrite makes no warranties with respect to defects in Products or Software in the
following cases: (a) Buyer's misuse, damage or unauthorized modification of any Products or
Software; (b) Buyer's combination of any Products or Software with other products or software,
other than as authorized in writing by Cellebrite, including without limitation any installation of
any software on any Product without Cellebrite's prior written approval; (c) placement of any
Products or Software in an operating environment contrary to specific written instructions and
training materials provided by Cellebrite to Buyer; (d) Buyer's intentional or negligent actions or
omissions, including without limitation physical damage, fire, loss or theft of a Product; (e)
cosmetic damage to the outside of a Product, including without limitation ordinary wear and tear,
cracks or scratches; (f) for any Product with a touch screen, any defect in such a touch screen after
thirty (30) days after the date of receipt of such Product, or any defect caused in a touch screen by
Buyer's negligence or willful misconduct; (g) maintenance of any Product or Software in a manner
that is contrary to specific written instructions provided by Cellebrite to Buyer; (h) a usage of a
product or service not provided, authorized or approved by Cellebrite for use with any Product or
Software; (i) any repair services not authorized or approved by Cellebrite; 0) any design,
documentation, materials, test data or diagnostics supplied by Buyer that have not been authorized
or approved by Cellebrite; (k) usage of any test units, experimental products, prototypes or units
from risk lots (each of which is provided "AS IS"); (1) any Third Party original equipment
manufacturer's restrictions on individual phones or models of phones that prevent the phones or
models of phones from working with the Products or Software; (m) any damage to a Third Party
device alleged to or actually caused by or as a result of use of a Product or Software with a device;
(n) any Products that have had their serial numbers or month and year of manufacture or shipment
removed, defected or altered; (o) any interactions or other effects relating to or arising out of the
installation of copies of the Software beyond the number of copies authorized by an agreement
between Cellebrite and Buyer; (p) any prejudicing of Cellebrite's ability to repair a defect caused
by Buyer's failure to promptly notify Cellebrite in writing of such Defect; or (q) any Product or
Software that has been resold or otherwise transferred to a Third Party by Buyer (each of (a) -(q),
an "Excluded Item"). Without limiting the foregoing, .Cellebrite's obligations under the warranty
provided hereunder are conditioned upon Buyer's compliance with the terms of the Agreement.
13
G. Limitation. Without limiting the foregoing, Cellebrite does not warrant that (i) the operation of any
Software and/or Product will be error -free; (ii) all defects in any Software and/or Product will be
corrected; or (iii) any Software may not operate on hardware or operating systems or in conjunction
with other software other than as expressly specified in the Documentation or approved by
Cellebrite in writing.
H. Warranty Limitations. EXCEPT AS STATED IN THIS WARRANTY, CELLEBRITE, ITS
AFFILIATES, AND ITS AND THEIR SUBCONTRACTORS AND SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF AN
ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S
OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER IS
COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT BUYER'S OPTION) SUCH
ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. THE ENTIRE
RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND
PRODUCT REMAINS WITH BUYER.
I. Repaired or Replaced Products. Before returning a Product for service, Cellebrite recommends that
Buyer back up any data contained in such a Product. IN NO EVENT WILL CELLEBRITE, ITS
AFFILIATES OR SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE
TO, OR LOSS OR CORRUPTION OF, ANY RECORDS, PROGRAMS OR OTHER DATA
RESULTING FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER
THIS WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A
PRODUCT.
9. DISABLING CODE
A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable
such Software. Any Updates or Upgrades to Software may include disabling code. Cellebrite agrees
not to invoke such disabling code except as provided for in Section 9.13, without Buyer's prior
consent, which may be given by telephone or email.
B. Invocation of Disabling Code. In addition to the invocation of disabling code when Cellebrite has
received Buyer's consent described in Section 9.A, Cellebrite may, at its option, invoke disabling
code in Cellebrite's Software without receiving Buyer's consent: (i) if in Cellebrite's sole,
reasonable discretion, Cellebrite believes that such Software has been, is being or will be used in
violation of Laws; (ii) if Cellebrite is required to do so, because of a court or regulatory order;
(iii) if Buyer has not paid an outstanding invoice more than sixty (60) days after such invoice is
due; or (iv) if Buyer has used the Software other than as authorized by Buyer's license. Cellebrite
shall have no liability to Buyer for any good faith invocation of any such disabling code.
10. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Buyer's control or possession.
Notwithstanding the foregoing, (i) the license to any Software may be terminated by Cellebrite if
Buyer has not paid any invoice sixty (60) days after such invoice is due; and (ii) the license to any
Software is only during the License Term applicable to such Software. The License Term shall be
determined in a separate agreement between Cellebrite and the Buyer.
14
B. Termination. Cellebrite shall have the right to terminate this EULA upon thirty (30) days' prior
written notice to Buyer if Buyer has not cured any material breach of this EULA by the end of such
thirty (30) day notice period. Upon termination of this EULA for any reason, (i) Buyer shall be
responsible for payment for all purchase orders delivered to Buyer by Cellebrite before the effective
date of termination; and (ii) Buyer shall destroy all copies of any Software under Buyer's control
or possession.
C. Survival. The provisions of Sections 1, 2.C, 2.E, 21, 2.1-1, 2.I, 3, 4, 5, 6, 9, 10.C, and 11-15 of this
EULA shall survive any termination in accordance with their terms. In addition, any purchase order
accepted by Cellebrite prior to the effective date of termination shall survive in accordance with its
terms.
11. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law: Jurisdiction. Any dispute or claim relating to this EULA shall be solely and
exclusively resolved in the applicable courts of the country of incorporation of the Cellebrite entity
that sold the Product to Buyer (and, in the case of sales or licenses in the United States of America,
in the federal or state courts located in New Jersey). Buyer hereby acknowledges and agrees that
ID
Cellebrite shall be entitled, at its sole and absolute discretion, to initiate any dispute or claim against
Buyer in any jurisdiction as permitted by applicable Law, including without limitation with respect
to any application for injunctive remedies (or an equivalent type of urgent legal relief), without any
reference to the place of incorporation of the applicable Cellebrite entity.
The Laws governing this EULA shall exclusively be the Laws of the country of incorporation of
the Cellebrite entity that sold any Product or licensed any Software to Buyer (and, in the case of
sales or licenses in the United States of America, the Laws of the State of New York), without
giving effect to any choice of Law rules that would result in the application of any Law of any other
jurisdiction or to the United Nations Convention for the International Sale of Goods, except that
sales or licenses in the United States of America shall not exclude the application of General
Obligations Law 5-1401. The Uniform Computer Information Transactions Act shall not apply to
this Agreement, in the event that it is passed in the jurisdiction set forth above.
B. Governing Language. The parties hereto have required that this EULA be drawn in the English
language, and that the English language version shall control over any translations thereof. If Buyer
is located in Quebec, the following sentence shall apply: Les parties conviennent que cette EULA
soient rediges en anglais.
12. ASSIGNMENT — Neither party may assign its rights and obligations hereunder without the prior
written consent of the other party. Notwithstanding the foregoing, either party may assign this
EULA to any Affiliate of the other or to an acquirer (by purchase, merger or otherwise) of all or
substantially all of such party's business or assets relating to this EULA, provided that (i) the
assignee promptly notifies Cellebrite and agrees in writing to Cellebrite to be bound by the terms
and conditions of this EULA, (ii) neither the assignor nor assignee are in default hereunder. Any
attempted assignment other than as permitted herein shall be null and void.
13. NO -WAIVER — No course of dealing or failure of either party to strictly enforce any term, right
or condition of the Agreement shall be construed as a waiver of such term, right or condition.
15
14. ENTIRE AGREEMENT — The terms and conditions contained in this EULA supersede all prior
oral or written understandings between the parties and shall constitute the entire agreement between
the parties with respect to the subject matter of this EULA, except as provided for in the preamble
to this EULA regarding the order of precedence. This EULA may not be modified or amended
except by a writing signed by Buyer and Cellebrite.
15. CONSTRUCTION; SEVERABILITY — The headings used in this EULA are for reference
purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any
term or provision hereof. If any provision or part hereof shall be held to be invalid or unenforceable
for any reason, then the meaning of such provision or part hereof shall be construed so as to render
it enforceable to the extent feasible. If no feasible interpretation would save such provision or part
hereof, it shall be severed herefrom, but without in any way affecting the remainder of such
provision or any other provision contained herein, all of which shall continue in full force and effect
unless such severance effects such a material change as to render the EULA unreasonable. In case
of any inconsistency between this EULA and any other agreement, document and/or instrument
entered into by Buyer and Cellebrite, the terms of this EULA shall prevail, except to the extent of
the order of precedence set forth above.
Release Date: July 18, 2018
16
MARKET RESEARCH
Contract No.: Sole Source #18-19-022
Current Term: N/A
Expiration Date: N/A
Title: Cellebrite Universal Forensic Extraction
Recommendation:
Device "UFED" Analytics Enterprise System
® Sole Source Contract
❑ Solicit Competition
Senior Procurement Contracting Officer:
Charles Johnson
❑ Access Contract
❑ Other
Background:
The Police Department ("Police") is seeking to purchase one (1) Cellebrite UFED Analytics Enterprise ("System").
This System is developed and distributed solely by Cellebrite, Inc. ("Cellebrite"), located at 7 Campus Drive, Suite
201, Parsippany, NJ 07054.Cellebrite is the sole distributor of this System. Police will use the System to access
digital intelligence such as cross -case and multiple phone extraction analysis to discover relationships across
multiple cases within its database. Cellebrite is the sole developer and distributor of this System.
This System's unique features include:
• Forensic data files generated by Cellebrite devices are saved in UFDR format, which is a proprietary
Cellebrite format; this System is the only product available that can natively ingest the UFDR files
generated by the Cellebrite data extraction devices owned and used by Police.
• The use of unique cross -case and multiple phone extraction analysis capabilities that can be used
collaboratively.
• The ability to simultaneously activate multiple filters that can be set to text -enable the inclusion or exclusion
of specific datasets for search refinement.
• The tagging of selected pieces of evidence and sharing them with other authorized investigators and
analysts to facilitate collaborative investigation.
There is no existing contract. This will be an agreement for a one-time purchase. Cellebrite offers maintenance of
this proprietary System for twenty percent (20%) of the total sale price annually.
Research Conducted:
Market Research was conducted to source the industry and investigate the requesting department's claim that
Cellebrite is the sole developer and distributor for this System. Procurement staff received a letter from Cellebrite
identifying itself as such.
An exhaustive internet search revealed no other products that claimed the capacity to accurately process data
stored within UDFR files.
Recommendation:
A sole source contract for the purchase of this equipment is in the best interest of the City because:
This is the only software system available that will extract the data collected by the equipment in use in a
manner accurate enough to allow for its use as evidence in criminal court.
The increased reliance upon digital evidence by prosecutors makes it imperative that this evidence can
be collected, stored, compared and extracted quickly and accurately; this System allow Police the best
opportunity to do so.
This System is the only product on the market that is compatible with the devices already in use by Police
to capture digital evidence.
The benefit of this recommendation to the City is that it will allow Police investigators to increase the speed and
accuracy of investigations involving digital evidence, as ese investigations are currently being conducted
manually. Z%
Procurement Contracting Officer: Date:/9
Procurement Contracting Manager: / Date:Z�l /
r, r
Director/Asst. Director: Date: �7
4/8/2019
Detail by Entity Name
Foreign Profit Corporation
CELLEBRITE INC.
Filing Information
Document Number F17000003486
FEI/EIN Number N/A
Date Filed 08/03/2017
State DE
Status ACTIVE
Principal Address
7 CAMPUS DR, STE. 210
PARSIPPANY, NJ 07054
Mailing Address
7 CAMPUS DR, STE. 210
PARSIPPANY, NJ 07054
Registered Agent Name & Address
CORPORATE CREATIONS NETWORK, INC.
11380 PROSPERITY FARMS ROAD #221 E
PALM BEACH GARDENS, FL 33410
Officer/Director Detail
Name & Address
Title Secretary
ALBILIA, NANCY
7 CAMPUS DR, STE. 210
PARSIPPANY, NJ 07054
Title CEO
GRADY, JAMES H
7 CAMPUS DR, STE. 210
PARSIPPANY, NJ 07054
Annual Reports
Report Year Filed Date
2018 04/23/2018
Document Images
04:2312013 — ANNUAL RR?ORT View image in PDF format
Detail by Entity Name
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