Personnel Performance Management System
TRULEO END USER LICENSE AGREEMENT
This Truleo End User License Agreement (this “Agreement”) is by and between Truleo, Inc., a Delaware corporation (“Truleo”) and the entity identified on the signature page (“Department”), on the date signed below. Truleo and Department may be referred to herein collectively as the “Parties” or individually as a “Party.” The Parties agree as follows:
1. Definitions. The term “Authorized User” means an employee or contractor of Department who Department permits to access and use the Platform and/or Documentation pursuant to Department’s license hereunder. The term “Documentation” means Truleo’s user manuals, handbooks, and installation guides relating to the Platform provided by Truleo to Department either electronically or in hard copy form/end user documentation relating to the Platform available at Truleo.net.
The term “Platform” means the technology platform for body camera analytics described in Appendix A.
2. License. The Term of this Agreement is set forth in Appendix C (a) License Grant. During the Term, and subject to and conditioned on Department’s payment of Fees and compliance with all other terms and conditions of this Agreement, Truleo hereby grants Department a non-exclusive, non sublicensable, and non-transferable license during the Term to: (i) access and use the Platform solely for Department’s internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Department’s internal business purposes in connection with Department’s use of the Platform. THE PLATFORM IS LICENSED TO DEPARTMENT, NOT SOLD. (b) Use Restrictions. Department shall not use the Platform or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Department shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Platform or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or the Documentation; or (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. (c) Reservation of Rights. Truleo reserves all rights not expressly granted to Department in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Department or any third-party any intellectual property rights or other right, title, or interest in or to the Platform.
(d) Delivery Process and Obligations . Truleo shall make the Platform available to Department in accordance with Appendix A. Truleo shall, on or before the start of the Term, deliver credentials to Department to access the secure cloud Platform and access to the relevant Documentation. Department shall, on or before the start of the Term, deliver credentials to Truleo to access the secure cloud storage of Department’s body worn camera videos. Such access shall be continuous during the Term. Truleo shall host the Platform on AWS Gov Cloud infrastructure, other similar secure cloud infrastructure. The Platform shall be deemed to have been accepted by Department thirty (30) days after the start of the Term unless prior to such date Department has provided Truleo written notice containing reasonable details of non-conformity.
3. Department Responsibilities.
(a) General. Department is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Department, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Without limiting the generality of the foregoing, Department is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Department will be deemed a breach of this Agreement by Department. Department shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform, and shall cause Authorized Users to comply with such provisions.
(b) Access to Video. DEPARTMENT IS SOLELY RESPONSIBLE TO PROVIDE BODY CAMERA VIDEOS FOR USE WITH THE PLATFORM. DEPARTMENT WARRANTS THAT IT OWNS ITS BODY CAMERA VIDEOS AND IF FULLY AUTHORIZED TO PROVIDE THEM TO TRULEO FOR USE WITH THE PLATFORM. DEPARTMENT’S FAILURE OR INABILITY TO PROVIDE BODY
CAMERA VIDEOS TO TRULEO SHALL NOT AFFECT DEPARTMENTS OBLIGATIONS TO FULFILL ALL ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION PAYMENT OF ALL FEES AND OTHER AMOUNTS DUE.
EXHIBIT 3
Personnel Performance Management System
4. Maintenance and Support; Contacts. This Agreement entitles Department to the maintenance and support described in Appendix B. The main contacts for Truleo are set forth on Appendix D.
5. Terms, Fees and Payment. Department shall pay Truleo the fees (“Fees”) set forth in Appendix C without offset or deduction. Department shall make all payments hereunder in US dollars on or before the due date. If Department fails to make any payment when due, in addition to all other remedies that may be available: (i) Truleo may charge Department a late fee of $500 per day until full payment is received, (ii) Department shall reimburse Truleo for all reasonable costs incurred by Truleo in collecting any late payments, late fees or interest, including attorneys’ fees, court costs, and collection agenc y fees; and (iii) if such failure continues for thirty (30) days, Truleo may (i) suspend or prohibit access to the Platform and/or (ii) terminate this Agreement by written notice. All Fees and other amounts payable by Department under this Agreement are exclusive of taxes and similar assessments. ALL FEES PAID ARE NON-REFUNDABLE.
6. Intellectual Property Ownership; Feedback.
(a) Department acknowledges that, as between Department and Truleo, Truleo owns all right, title, and interest, including all intellectual property rights and technology, in and to the Platform and Documentation. With respect to any Third Party Products (defined below), the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) If Department or any of its employees or contractors sends or transmits any communications or materials to Truleo by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Truleo is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Department hereby assigns to Truleo on Department’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Truleo is free to use, without any attribution or compensation to any party, any ideas, know -how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Truleo is not required to use any Feedback.
7. Confidentiality; Data Safeguards; Insurance.
(a) From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise ide ntified as "confidential" (collectively, " Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) r ightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (iv) independently developed by the receiving Party without reference to the Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations under this Agreement. Each Party 's obligations of non -disclosure with regard to Confidential Information are effective during the Term and for a period of five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(b) Truleo shall not publicize, disclose, share, communicate or transmit, or permit the publicizing, disclosure, sharing, communication or transmission of any information, data, or materials, including audio or video materials, the Truleo receives , generates, compiles, produces, assembles or obtains pursuant to this Agreement, without prior written approval from the City Manager or designee. Truleo’s breach of this provision, including any unintentional breach, shall constitute a material breach of the Agreement and Truleo shall 1) immediately inform the City of any such breach; 2) take all necessary actions to retract and remove any such breach; 3) indemnify and hold-harmless the City of any loss or damages, including reputational damages; and 4) reimburse the City for all costs and attorney’s fees expended by the City to cure and remedy any such breach, including curing, remedying and reimbursing the City for any and all loss or damages, including reputation loss and damages, as a result of such breach. This provision is a n essential and nonwaivable provision of any agreement between the Truleo and the City, accordingly this provision shall override any other contrary agreement between the City and Truleo. (c) Each Party shall comply with its respective obligations under ap plicable data protection laws. Each Party shall maintain appropriate administrative, physical, technical and organizational measures that ensure an appropriate level of security for Confidential Information and personal data.
(d) During the Term, Truleo shall secure and maintain the insurance coverages set forth on Appendix E. 8.
Limited Warranties; Warranty Disclaimer.
Personnel Performance Management System
(a) Truleo warrants that: (i) the Platform will perform materially as described in the Documentation during the Term; and (ii) during the Term it will use industry standard practices designed to detect and protect the Platform against any viruses, “worms”, spyware, adware or other harmful code designed or used for unauthorized access. The foregoing warranties do not apply, and Truleo strictly disclaims all warranties, with respect to any Third -Party Products. The warranties do not apply and become null and void if Department breaches any material provision of this Agreement, or if Department, any Authorized User, or any other person provided access to the Platform by Department, whether or not in violation of this Agreement: (i) installs or uses the Platform on or in connection with any hardware or software not specified in the Documentation; (ii) modifies or damages the Platform; or (iii) misuses the Platform, including any use of the Platform other than as specified in the Documentation. If, during the Term any Platform fails to comply with the above warranty Truleo shall promptly, at its sole option, either repai r or replace the Platform. In the event Truleo fails to repair or replace the Platform within ninety (90) days following Department’s notice of breach of warranty, Department may terminate the Agreement by written notice. These are Department’s sole remedies and Truleo’s sole liability under the limited warranty. (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND TRULEO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRULEO S PECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, TRULEO
MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET DEPARTMENT’S OR ANY OTHER PERSON’S REQUIREMENTS,
OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY
SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS
AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VAL UE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,
INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, I N EACH CASE REGARDLESS OF WHETHER
SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $5,000. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES OR LIABILITY CAUSED BY A PARTY’S (i) A BREACH OF SECTION 2(b) OR SECTION 7, OR (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10. Term and Termination.
(a) Term. The term of this Agreement is set forth in Appendix C (the “Term”), unless terminated earlier pursuant to any of the Agreement’s express provisions.
(b) Termination. In addition to any other express termination right set forth in this Agreement: (i) Truleo may terminate this Agreement by written notice if Department breaches any of its obligations under Section 2(b); (ii) Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement (other than Section 2(b) or Section 7) and the breaching Party fails to cure the breach within sixty (60) days after the non-breaching Party provides written notice of such breach; or (iv) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subje ct, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. (c) Effect of Expiration or Termination . Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate. NO EXPIRATION OR TERMINATION WILL AFFECT DEPARTMENT’S OBLIGATION TO PAY
ALL FEES THAT MAY HAVE BECOME DUE BEFORE SUCH EXPIRATION OR TERMINATION OR ENTITLE DEPARTMENT TO ANY REFUND.
11. Appendices. The terms and conditions set forth on each Appendix attached to this Agreement are incorporated as if set forth fully herein. In the event of a conflict between the express terms of this Agreement and any Appendix, the Appendix shall prevail.
12. Miscellaneous.
Personnel Performance Management System
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and each attached Appendix, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), or email (with confirmation of transmission).
(c) Force Majeure. In no event shall Truleo be liable to Department, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Truleo’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances , or passage of law or any action taken by a governmental or public authority, including imposing a stay-at-home or similar order. (d) Third-Party Products . The term “ Third-Party Products ” means any third -party products described in the Documentation provided with or incorporated into the Platform, including any open source software. Truleo may distribute certain Third-Party Products with the Platform. For purposes of this Agreement, suc h Third-Party Products are subject to their own license terms and the applicable flow through provisions referred to in the Documentation. The Platform may also contain certain open source software identified in the Documentation. DEPARTMENT UNDERSTANDS AND ACKNOWLEDGES THAT SUCH
OPEN SOURCE SOFTWARE IS NOT LICENSED TO DEPARTMENT PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT AND THAT THIS AGREEMENT MAY NOT BE CONSTRUED TO GRANT ANY SUCH RIGHT AND/OR LICENSE.
(e) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver. (f) Governing Law; Submission to Jurisdiction; Jury Trial. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively i n the federal courts of the United States or the courts of the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to inv olve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out o f or relating to this Agreement or the transactions contempl ated hereby. Each Party certifies and acknowledges that (a) no representative of the other Party has represented, expressly or otherwise, that such other Party would not seek to enforce t he foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, and (c) such Party makes this waiver voluntarily.
(g) Assignment. Department may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Truleo. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
Each Party shall bear its own costs, expenses, and attorneys’ fees in connection with the negotiation, preparation, execution and delivery of this Agreement and the transactions contemplated herein. (h) Compliance with Laws. Each Party warrants that it will comply with all applicable national, state, and local laws, ordinances, rules, regulations, and orders, as amended from time to time applicable to such Party in its performance under this Agreement.
(i) Power and Authority. Each Party represents and warrants that: (A) it has full power and authority to enter in and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized; and (B) this Agreement and such Party’s performance hereunder will not breach any other agreement to which the Party is a party or is bound or violate any obligation owed by such Party to any third-party.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 2(b) or Section 7, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be av ailable Personnel Performance Management System
from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(k) Publicity. Department agrees that Truleo may communicate on its website, to a third -party, advertise, or publicly announce via a press release that it is providing, or has provided, products or services to Department. All press releases will be approved by the Department prior to publication. In addition, the Department agrees to provide a quote and testimonial upon request.
(l) Signatures; Counterparts. This Agreement may be executed in counterparts and/or via electronic signatures, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A true copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed an original for all purposes. * * * * *
IN WITNESS WHEREOF, each Party, by and through its respective authorized representative, has duly executed and delivered this Agreement on the date below to be effective as of October 1, 2023.
TRULEO
Truleo, Inc.
By:/s/____________________________
Name: Anthony Tassone
Its: CEO
Dated: __________________________
Address for Notice:
1 E. Erie St, Suite 525
Chicago, IL 60611
Attn: Anthony Tassone, CEO
Email: [email protected]
By:/s/____________________________
Name: [Insert]
Its: [Insert]
Dated: __________________________
Address for Notice:
CITY OF ALAMEDA
a municipal corporation
Jennifer Ott
City Manager
City of Alameda, City Manager's Office
2263 Santa Clara Ave. Room 320
Alameda, CA 94501
ATTN: Jennifer Ott
[email protected]
City of Alameda, City Attorney's Office
2263 Santa Clara, Ave. Room 280
Alameda, CA 94501
ATTN: Doug McManaway
[email protected]
Approved as to Form
City Attorney
_______________________
Douglas W. McManaway
Deputy City Attorney
Personnel Performance Management System
Appendix A – Technology and Deliverables
The objective of this project is to automatically analyze data from the Department body worn camera (BWC) database. Truleo has developed an Application Programming Interface (API) for automated BWC analytics from the Department BWC database. This API simplifies the process of data retrieval and reduces the need for duplication of data. All transactions by Truleo are logged in BWC database and visible in the audit log. With this data integration, the Department will have 100% review of all BWC video interactions by Truleo’s AI engine. The Truleo AI will flag specific events and labels as configured for Department in onboarding. Department authorized users will access the analytics via Truleo’s web application Scope.
Installation requires no additional infrastructure from the department, Truleo facilitates the cloud environment for the agency that connects directly to department evidence.com infrastructure.
Specifications and Deliverables
Specifications Deliverables
● Audio File Transcription Engine. English
only. Ongoing, forward-looking basis.
Separate License needed to do historical
analysis.
● Federated audio and video
playback. ● Police BWC NLP model
library.
● Reporting and visualization front-end
application (Truleo Scope).
• Transcript accuracy exceeds 75% accuracy.
• Audio and Video playback is faster and more
accurate than human review.
• Labels & Event detection is greater than 90% accurate. • Scope application is fast, responsive, and
accurately displays query results and reports.
Implementation
Truleo has an implementation model consisting of steps performed over a 30-day timeline. Truleo leverages a customer success team to provide both professional and implementation services inclusive of the licensing fee.
As best practice, Truleo implementation randomly separates officers into 2 groups:
1. Control Group: Officers in this group will continue their duties without Truleo access.
2. Treatment Group: Officers in this group will have access to Truleo feedback, enabling them to self- assess their professionalism based on the data provided. Officers in this group will also rely on their immediate supervisors, who will provide them with AI-augmented feedback based on the Truleo data.
Officers in this group will have weekly discussions with their supervisors to review the Truleo metrics.
Truleo has leveraged the RACI matrix to clearly identify roles and responsibilities for all parties in the implementation. As identified on the next page diagram, these roles include:
Personnel Performance Management System
• Responsible: The person(s) with responsibility for the task or deliverable. • Accountable: The accountable party is typically the person(s) responsible for ensuring the work is complete and suitable.
• Consulted: Consulted person(s) are those from whom feedback and input should be solicited. • Informed: Informed person(s) are those you simply want to keep in the loop. These individuals do not have to be consulted or be a part of the decision making.
Step Timeline Task
T
r
u
l
e
o
C
u
s
t
o
m
e
r
S
u
c
c
e
s
s
T
r
u
l
e
o
E
n
g
i
n
e
e
r
i
n
g
D
e
p
a
r
t
m
e
n
t
I
T
D
e
p
a
r
t
m
e
n
t
P
O
C
D
e
p
a
r
t
m
e
n
t
E
x
e
c
u
t
i
v
e
S
t
a
f
f
1 Week 1 Project kickoff call R I A A I
2 Issue
evidence.com
API
A I R I I
3 Truleo instance
hosted by AWS
GovCloud issued
for Department
I R A I I
4 API streams
BWC video to
Truleo’s
GPU Engine
I R A I I
5 Truleo
transcribes files
and generates
meta data.
R I A I I
6 Week 2 Truleo configures
workflows and
alerts to
Department
specifications
R I I A C
7 Truleo
configures
user
permissions
R I A C I
8 Go Live R A C I
Personnel Performance Management System
8 Department logs
into Truleo's front
end application to
review data
R C A I
9 Week 3-
4 Truleo tunes
models for
accuracy
R I C A I
10 Ongoing Ongoing
customer
success and
maintenance
R I C A C
R = Responsible
A = Accountable
C = Consulted
I = Informed
Appendix B – Maintenance and Support
1. MAINTENANCE AND SUPPORT SERVICES
Truleo shall provide the following maintenance and support services inclusive of the Fees paid, including any bug fixes, patches, updates and revisions. During the Term, Truleo will also provide Department with any updates to the Documentation.
Truleo maintenance and support contact information is as follows:
Address: 1 E Erie St, Suite 525 Chicago IL, 60611
Phone: 312-219-5266
Email: [email protected]
2. SCOPE OF SUPPORT
Any defects shall be reported using the details below and any escalation necessary shall follow the escalation procedure set forth hereinafter. Reported defects may be classified by Department as “Fatal”, “Material” or “Standard” in accordance with the definitions in Part 4 of this Appendix (see Defect Severity). If not so classified, Truleo will treat the defect as Standard.
Truleo will provide assistance, help and support, plus resolution of defects, via the following channels: Telephone Support
Truleo shall maintain telephone support with "live" staff as a single point of contact to provide help with Department operation and support of the cloud services, the cloud application or Platform. Truleo will immediately upon taking a telephone call reporting a defect, record full details of the defect in its issue tracking database and issue a tracking number to Department. If the telephone support is unavailable, Truleo will allow Department to leave a message.
Personnel Performance Management System
Remote Diagnostic Support
If requested by Department, Truleo will provide remote diagnostic support as appropriate to resolve any defect.
Monitored Email Support
Truleo will monitor incoming emails received at [email protected] reporting a defect, record full details of the defect in its issue tracking database and issue a tracking number to Department. Truleo will respond within 24 business hours. Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day.
3. SUPPORT HOURS
Hours of Support
Truleo shall provide telephone, remote, and email support 8 hours per day, each business day of the year excluding public holidays.
For any support request received during out of office hours, action will take place the next open business day.
09:00 to 17:00 EDT hours Monday to Friday
4. SERVICE LEVELS
Truleo will make the Service available to the Guaranteed Up-Time: 99% Definition of Response Time, Target Resolution Time and Service Credits:
SEVERITY CLASSIFICATION RESPONSE TIME TARGET RESOLUTION TIME FATAL DEFECT Cloud Services, the
Cloud Portal or any
Software are
substantially unusable.
1 hour 4 hours
MATERIAL DEFECT Use of Cloud
Services, the Cloud
Portal or any
Software is
materially impaired.
2 hours 24 hours
STANDARD DEFECT High priority 1 business day 1 week
STANDARD DEFECT Medium priority 2 business days 2 weeks STANDARD DEFECT Low priority 3 business days 3 weeks
Personnel Performance Management System
Appendix C –Terms & Fees
Progressive Tiered Published Pricing for Ongoing Analysis Truleo’s tiered pricing works so that the price per unit decreases once each quantity within a “tier” has been sold. With tiered pricing, once you fill up a ‘tier’—the first 100 camera licenses —you move to the next tier. The first 100 licenses cost $50 each, the next tier cost $40 each and finally the last tier $20 each.
Monthly Price Yearly Price Per Camera
$50 $600 0-100
$40 $480 101-500
$20 $240 500+
Effective Date of Agreement: January 1, 2024
1st Payment Amount: $36,000
Due Date: February 1st, 2024
Term Duration: 60 months
75 Total User Licenses
5 Year Contract Value
75 x $50 x 60 months $225,000
5 Year Discount ($45,000)
$180,000
1. Payment Terms
a. $36,000 due on each February 1st, 2024, 2025, 2026,2027, 2028
Personnel Performance Management System
NAME COMPANY TITLE EMAIL CELL PHONE
Anthony Tassone Truleo CEO [email protected] 312-371-3160 Blake Gormley Truleo Director of Customer Success [email protected] 480-599-0687 Christine Preizler Truleo VP Sales [email protected] 646-410-1497
Appendix E – Insurance
Truleo shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage commensurate with applicable law as follows:
Workers’ Compensation Insurance and Employers Liability Insurance in an amount not less than $1,000,000.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability (if applicable), in an amount not less than $4,000,000 annual aggregate, written on an on an occurrence form.
Automobile Liability Coverage including-as applicable-owned, non-owned, and hired autos, in an amount not less than $1,000,000, combined single limit.
Professional Liability Insurance, inclusive of cyber liability, in an amount not less than $2,000,000.
Personnel Performance Management System
Appendix F – CJIS Compliance
Truleo follows a CJIS compliant data transfer process where your videos stay in your evidence platform.
What is CJIS Compliance?
The CJIS Security Policy provides Criminal Justice Agencies (CJA) and Noncriminal Justice Agencies (NJCA) with a minimum set of security requirements for access to FBI CJIS systems and information for the protection and safeguarding of Criminal Justice Information (CJI). This includes biometric, identity history, person, organization, property and case/incident history data. The FBI has advised that CJAs and NCJAs are ultimately responsible for ensuring compliance, even when they engage with a third-party vendor to provide software or services relating to the agency’s CJI.
Who enforces CJIS compliance?
CJIS compliance is an assertion software vendors make by adhering to communicated policies. There’s no central body that certifies software as CJIS compliant, and thus there is no official CJIS certification.
Does Truleo use CJI Data?
Truleo only analyzes the audio portion of body-worn camera video, which is extracted during the streaming upload process.
NOTE: Audio data is not directly regarded as CJI and itself, does not require CJIS compliance.
How does Truleo ensure CJIS compliance?
ENTERPRISE GRADE INFRASTRUCTURE
Truleo deploys all of its software within the AWS GovCloud. AWS provides hardware solutions and dedicated regions that support CJIS compliant requirements. As per CJIS requirements, AWS GovCloud ensures AWS personnel have no access to customer data. A representative datacenter diagram of AWS GovCloud is shown below.
Personnel Performance Management System
STRICT IT POLICIES
Truleo adheres to a strict set of IT policies to ensure CJIS compliance. You can read our full set of AWS-certified policies in our IT policy documentation. A few critical points of our policies are mentioned below
1. END-TO-END ENCRYPTION
Truleo utilizes FIPS 140-2-compliant TLS for encrypting data during transit and AWS FIPS 197 AES 256 symmetric encryption for encrypting data at rest. The diagram below shows the data flow from an evidence management system through Truleo’s pipeline.
Audio data is streamed from the video in the evidence platform during transit over HTTPS. Audio remains in memory within Truleo’s AWS GovCloud environment while the analysis occurs. Once a transcript and analysis data is created, only those components are pushed to the encrypted data store shown in the diagram, and audio is discarded out of memory.
At the end of the process, transcripts exist in Truleo’s encrypted data store, while the original video and metadata
Personnel Performance Management System
only exist in the original evidence management system. If data is removed from the evidence management system, it will not be accessible via Truleo’s front-end products.
Video playback and metadata retrieval within the Truleo Scope application occurs over a secure connection directly between an authenticated user’s browser and the evidence management API, in the same way the user would authenticate and access data directly from their evidence management system.
At an agency’s request, users can be authenticated via SSO and an approved identity provider (such as Microsoft Azure Active Directory).
2. VULNERABILITY MITIGATION & MANAGEMENT
Truleo’s platform is completely containerized into two services. Truleo uses container vulnerability scanning tools to identify OS and code level vulnerabilities and patches them within our 2 week release cycle.
3. TRAINING AND CLEARANCE OF TRULEO PERSONNEL
All Truleo employees are trained on CJIS compliance and Truleo’s policies and methods to ensure it. Since Truleo does not house CJI data, not all employees are required to go through background checks or other methods of clearance. Depending on the nature of a customer engagement, relevant Truleo employees will undergo a customer’s desired background processing (e.g. Triple-Eye) on customer paperwork for the purposes of adhering to agency-specific compliance.