Contracts
Express Product Schedule
Effective June 24th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV EXPRESS®
This Product Schedule for Evolv Express® (the “Express Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Express Products (as defined below). Capitalized terms not defined in this Express Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The “Evolv Express Products” (“Express Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Express Product Schedule, and all associated Documentation, during the Express Term (as defined below), the Express Products shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Express Products purchased by Customer directly from Evolv will begin accruing on the date that the Express Products are delivered to Customer’s designated location(s) as verified by the shipper (the “Delivery Date”). Fees for the Express Products purchased by Customer from an Evolv Partner will begin accruing on the date that the Express Products are shipped to Customer’s designated location(s) as verified by the shipper (the “Shipping Date”).
3.1 Term. For Customers that purchase the Express Products directly from Evolv, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the Delivery Date and end upon the four (4) year anniversary of the Delivery Date (the “Express Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). For Customers that purchase the Express Products from a Reseller, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the date that the Express Products are shipped to Customer’s designated location(s) as verified by the shipper (the “Shipping Date”) and end upon the four (4) year anniversary of the Shipping Date (also the “Express Initial Term”). Upon expiration of the Express Initial Term, this Express Product Schedule will automatically renew for additional one (1) year periods (each an “Express Renewal Term,” and together with the Express Initial Term, the “Express Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Express Initial Term or then-current Express Renewal Term, as the case may be. Notwithstanding the foregoing, this Express Product Schedule will remain in effect and applicable to any Express Products under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Express Term in accordance with this Section.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Express Term or termination of the General Terms (to the extent applicable): (a) the rights granted to Customer for use of Express Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Express Software, and (b) as applicable, Customer will return the Express Equipment, at its cost and expense, to Evolv in as good condition as when it was delivered to Customer, ordinary wear and tear excepted. Customer will securely pack and ship the Express Equipment to Evolv at its facility and provide Evolv with proof of shipment within thirty (30) business days after the expiration or termination of the Term. If the Customer has not provided Evolv with proof that the Express Equipment has been shipped, or if Evolv has not actually received the Express Equipment within such thirty (30) day period, Evolv will invoice Customer for the value of the retained Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion. After receipt of the returned Express Equipment, Evolv will evaluate its condition and invoice Customer for all repairs Evolv deems necessary and attributable to Customer to return the Express Equipment to its original condition excluding normal wear and tear. This Section does not limit the provisions of Section 4(c) of this Express Product Schedule with respect to loss, theft, destruction or damage of or to Express Equipment.
4. Express Equipment.
(a) Customer shall keep the Express Equipment in good working order and will promptly notify Evolv and/or Reseller (to the extent applicable) in the event the Express Equipment requires maintenance or repair.
(b) Customer is responsible for normal daily maintenance of the Express Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements) in accordance with the Documentation and will keep sufficient records to demonstrate that Customer has performed such maintenance. Customer shall not permit any third party, except Evolv authorized agents, to maintain or repair the Express Equipment.
(c) Customer is solely responsible for all loss, theft, destruction of or damage to the Express Products (“Equipment Events”) provided to Customer, except to the extent due to repairs and maintenance performed by Evolv. Customer shall promptly notify Evolv and/or Reseller (to the extent applicable) of any Equipment Events and shall at Evolv’s sole option, (i) reimburse for the repair costs to return the Express Equipment to its original condition, or (ii) pay for the value of the Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion, as calculated by Evolv in accordance with its standard accounting practices. Loss, theft, destruction of or damage to the Express Products shall not under any circumstances relieve Customer of any other obligation under the Agreement, including but not limited to the obligation to pay Fees.
5. Ownership
5.1 Ownership of Express Software. As between Customer and Evolv, Evolv is the sole owner of the Express Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Express Software or associated Documentation to Customer except for the limited right to use the Express Software and associated Documentation. The Express Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Express Software and related Documentation are to be accessed and used solely with or as part of the Express Products in accordance with this Express Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Express Software, in whole or in part or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Express Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Express Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Express Software.
5.2 Ownership of Express Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Evolv is the sole owner of the Express Equipment and any associated Documentation and Evolv retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Express Equipment or associated Documentation to Customer except for the limited right to use the Express Equipment and associated Documentation. Customer will keep the Express Equipment free and clear of any and all liens, charges, and encumbrances with respect to Customer’s leasing, possession, use, or operation of the Express Equipment and will not sell, assign, sublease, transfer, grant a security interest in, or otherwise make any disposition of any interest in any Express Equipment. Evolv may display notice of its ownership of the Express Equipment by affixing an identifying stencil, legend, plate, sticker, or any other indicia of ownership, which may be updated by Evolv from time to time, and Customer will not alter, obscure, or remove such identification. Express Equipment is protected by patents, copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights.
6. Express Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Express Products (the “Express Professional Services”), the Express Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Express Software, refuse to perform Express Professional Services and/or require the immediate return of the Express Equipment, if: (i) Customer has failed to use the Express Products in accordance with Documentation, this Express Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Express Products have been altered or repaired, except by Evolv or in accordance with Evolv’s written instructions; (iii) the Express Products have been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iv) the Express Products have been damaged by improper environment, improper location, an improper power source, lack of reasonable care, lack of use of needed accessories (e.g., external wheel attachment to move an outdoor unit), abuse, misuse, accident or negligence; (v) an indoor Express Product or specific indoor Express Product component, as specified in the Order Document or Documentation, is used in an improper environment including, but not limited to, being used outdoors; (vi) Evolv or its authorized agents are not granted prompt reasonable access to the Express Product location upon arrival to perform any Express Professional Services; or (vii) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Express Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms, Customer represents and warrants (i) it will use the Express Products only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing, and (ii) Customer will not remove Express Products from such locations without the prior written consent of Evolv and/or Reseller (to the extent applicable).
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Express Equipment (the “Express Equipment Warranty”): (a) will be free from material defects in manufacture, and (b) provided they are deployed by Evolv or its authorized representatives in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Express Equipment’s initial Delivery Date (for Customers that purchase Express Products directly from Evolv) or one (1) year from the applicable Express Equipment’s initial Shipping Date (for Customers that purchase Express Products from a Reseller). Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Express Equipment Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Express Product Schedule. The Express Equipment Warranty will not apply to any Express Products which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Express Products, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); (iv) damaged due to improper environment, which includes, but is not limited to, use of an improper power source or use of an indoor Express Product (as specified in the Order Document) in an outdoor environment; or (v) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory (e.g., use of an external wheel accessory for Express Product movement) as detailed in the Documentation.
Exhibit A
Express Products
Express Products
(a) Express Equipment: The Evolv Express® is designed as a high traffic automated weapons detection system. It can be broadly deployed for screening purposes as a tool to reduce the threat of gun-related violence.
i. Indoor System or Outdoor System
a. Includes a Transmit Tower and a Receive Tower
i. Includes two (2) alert resolution cameras
b. Single-Lane System or Dual-Lane System
c. Standard Mat or Wide Mat
ii. Wireless Tablets – two (2) per lane
a. Includes one (1) Floor Stand
b. Includes one (1) Desktop Stand
iii. Available Accessories and Add-Ons
a. Additional wired or wireless tablet with floor or desktop stand
b. Extra 90W batteries
c. 6-day battery charger
d. 1-day battery charger
e. Customized graphic panels
f. Operational Test Kit
g. Situational Awareness Cameras – two (2)
(b) Express Software:
i. Evolv Cortex AI® software platform
ii. Evolv Insights® analytics dashboard
Effective March 11th 2024 to June 24th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV EXPRESS®
This Product Schedule for Evolv Express® (the “Express Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Express Products (as defined below). Capitalized terms not defined in this Express Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The “Evolv Express Products” (“Express Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Express Product Schedule, and all associated Documentation, during the Express Term (as defined below), the Express Products shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Express Products purchased by Customer directly from Evolv will begin accruing on the date that the Express Products are delivered to Customer’s designated location(s) as verified by the shipper (the “Delivery Date”).
3.1 Term. For Customers that purchase the Express Products directly from Evolv, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the Delivery Date and end upon the four (4) year anniversary of the Delivery Date (the “Express Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). For Customers that purchase the Express Products from a Reseller, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the date that the Express Products are shipped to Customer’s designated location(s) as verified by the shipper (the “Shipping Date”) and end upon the four (4) year anniversary of the Shipping Date (also the “Express Initial Term”). Upon expiration of the Express Initial Term, this Express Product Schedule will automatically renew for additional one (1) year periods (each an “Express Renewal Term,” and together with the Express Initial Term, the “Express Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Express Initial Term or then-current Express Renewal Term, as the case may be. Notwithstanding the foregoing, this Express Product Schedule will remain in effect and applicable to any Express Products under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Express Term in accordance with this Section.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Express Term or termination of the General Terms (to the extent applicable): (a) the rights granted to Customer for use of Express Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Express Software, and (b) as applicable, Customer will return the Express Equipment, at its cost and expense, to Evolv in as good condition as when it was delivered to Customer, ordinary wear and tear excepted. Customer will securely pack and ship the Express Equipment to Evolv at its facility and provide Evolv with proof of shipment within thirty (30) business days after the expiration or termination of the Term. If the Customer has not provided Evolv with proof that the Express Equipment has been shipped, or if Evolv has not actually received the Express Equipment within such thirty (30) day period, Evolv will invoice Customer for the value of the retained Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion. After receipt of the returned Express Equipment, Evolv will evaluate its condition and invoice Customer for all repairs Evolv deems necessary and attributable to Customer to return the Express Equipment to its original condition excluding normal wear and tear. This Section does not limit the provisions of Section 4(c) of this Express Product Schedule with respect to loss, theft, destruction or damage of or to Express Equipment.
4. Express Equipment.
(a) Customer shall keep the Express Equipment in good working order and will promptly notify Evolv and/or Reseller (to the extent applicable) in the event the Express Equipment requires maintenance or repair.
(b) Customer is responsible for normal daily maintenance of the Express Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements) in accordance with the Documentation and will keep sufficient records to demonstrate that Customer has performed such maintenance. Customer shall not permit any third party, except Evolv authorized agents, to maintain or repair the Express Equipment.
(c) Customer is solely responsible for all loss, theft, destruction of or damage to the Express Products (“Equipment Events”) provided to Customer, except to the extent due to repairs and maintenance performed by Evolv. Customer shall promptly notify Evolv and/or Reseller (to the extent applicable) of any Equipment Events and shall at Evolv’s sole option, (i) reimburse for the repair costs to return the Express Equipment to its original condition, or (ii) pay for the value of the Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion, as calculated by Evolv in accordance with its standard accounting practices. Loss, theft, destruction of or damage to the Express Products shall not under any circumstances relieve Customer of any other obligation under the Agreement, including but not limited to the obligation to pay Fees.
5. Ownership
5.1 Ownership of Express Software. As between Customer and Evolv, Evolv is the sole owner of the Express Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Express Software or associated Documentation to Customer except for the limited right to use the Express Software and associated Documentation. The Express Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Express Software and related Documentation are to be accessed and used solely with or as part of the Express Products in accordance with this Express Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Express Software, in whole or in part or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Express Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Express Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Express Software.
5.2 Ownership of Express Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Evolv is the sole owner of the Express Equipment and any associated Documentation and Evolv retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Express Equipment or associated Documentation to Customer except for the limited right to use the Express Equipment and associated Documentation. Customer will keep the Express Equipment free and clear of any and all liens, charges, and encumbrances with respect to Customer’s leasing, possession, use, or operation of the Express Equipment and will not sell, assign, sublease, transfer, grant a security interest in, or otherwise make any disposition of any interest in any Express Equipment. Evolv may display notice of its ownership of the Express Equipment by affixing an identifying stencil, legend, plate, sticker, or any other indicia of ownership, which may be updated by Evolv from time to time, and Customer will not alter, obscure, or remove such identification. Express Equipment is protected by patents, copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights.
6. Express Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Express Products (the “Express Professional Services”), the Express Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Express Software, refuse to perform Express Professional Services and/or require the immediate return of the Express Equipment, if: (i) Customer has failed to use the Express Products in accordance with Documentation, this Express Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Express Products have been altered or repaired, except by Evolv or in accordance with Evolv’s written instructions; (iii) the Express Products have been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iv) the Express Products have been damaged by improper environment, improper location, an improper power source, lack of reasonable care, lack of use of needed accessories (e.g., external wheel attachment to move an outdoor unit), abuse, misuse, accident or negligence; (v) an indoor Express Product or specific indoor Express Product component, as specified in the Order Document or Documentation, is used in an improper environment including, but not limited to, being used outdoors; (vi) Evolv or its authorized agents are not granted prompt reasonable access to the Express Product location upon arrival to perform any Express Professional Services; or (vii) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Express Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms, Customer represents and warrants (i) it will use the Express Products only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing, and (ii) Customer will not remove Express Products from such locations without the prior written consent of Evolv and/or Reseller (to the extent applicable).
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Express Equipment (the “Express Equipment Warranty”): (a) will be free from material defects in manufacture, and (b) provided they are deployed by Evolv or its authorized representatives in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Express Equipment’s initial Delivery Date (for Customers that purchase Express Products directly from Evolv) or one (1) year from the applicable Express Equipment’s initial Shipping Date (for Customers that purchase Express Products from a Reseller). Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Express Equipment Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Express Product Schedule. The Express Equipment Warranty will not apply to any Express Products which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Express Products, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); (iv) damaged due to improper environment, which includes, but is not limited to, use of an improper power source or use of an indoor Express Product (as specified in the Order Document) in an outdoor environment; or (v) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory (e.g., use of an external wheel accessory for Express Product movement) as detailed in the Documentation.
Exhibit A
Express Products
Express Products
(a) Express Equipment: The Evolv Express® is designed as a high traffic automated weapons detection system. It can be broadly deployed for screening purposes as a tool to reduce the threat of gun-related violence.
i. Indoor System or Outdoor System
a. Includes a Transmit Tower and a Receive Tower
i. Includes two (2) alert resolution cameras
b. Single-Lane System or Dual-Lane System
c. Standard Mat or Wide Mat
ii. Wireless Tablets – two (2) per lane
a. Includes one (1) Floor Stand
b. Includes one (1) Desktop Stand
iii. Available Accessories and Add-Ons
a. Additional wired or wireless tablet with floor or desktop stand
b. Extra 90W batteries
c. 6-day battery charger
d. 1-day battery charger
e. Customized graphic panels
f. Operational Test Kit
g. Situational Awareness Cameras – two (2)
(b) Express Software:
i. Evolv Cortex AI® software platform
ii. Evolv Insights® analytics dashboard
Effective February 5th 2024 to March 11th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV EXPRESS®
This Product Schedule for Evolv Express® (the “Express Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) and/or the Terms of Use (the “ToU”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Express Products (as defined below). Capitalized terms not defined in this Express Product Schedule are as defined in the General Terms and/or the ToU.
1. Product Description. The “Evolv Express Products” (“Express Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms and/or the ToU, this Express Product Schedule, and all associated Documentation, during the Express Term (as defined below), the Express Products shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Express Products purchased by Customer directly from Evolv will begin accruing on the date that the Express Products are delivered to Customer’s designated location(s) as verified by the shipper (the “Delivery Date”).
3. Term and Effect of Termination.
3.1 Term. For Customers that purchase the Express Products directly from Evolv, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the Delivery Date and end upon the four (4) year anniversary of the Delivery Date (the “Express Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). For Customers that purchase the Express Products from a Reseller, and unless noted otherwise on the Order Document, the initial term for the Express Products will commence on the date that the Express Products are shipped to Customer’s designated location(s) as verified by the shipper (the “Shipping Date”) and end upon the four (4) year anniversary of the Shipping Date (also the “Express Initial Term”). Upon expiration of the Express Initial Term, this Express Product Schedule will automatically renew for additional one (1) year periods (each an “Express Renewal Term,” and together with the Express Initial Term, the “Express Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Express Initial Term or then-current Express Renewal Term, as the case may be. Notwithstanding the foregoing, this Express Product Schedule will remain in effect and applicable to any Express Products under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Express Term in accordance with this Section.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Express Term or termination of the General Terms (to the extent applicable): (a) the rights granted to Customer for use of Express Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Express Software, and (b) as applicable, Customer will return the Express Equipment, at its cost and expense, to Evolv in as good condition as when it was delivered to Customer, ordinary wear and tear excepted. Customer will securely pack and ship the Express Equipment to Evolv at its facility and provide Evolv with proof of shipment within thirty (30) business days after the expiration or termination of the Term. If the Customer has not provided Evolv with proof that the Express Equipment has been shipped, or if Evolv has not actually received the Express Equipment within such thirty (30) day period, Evolv will invoice Customer for the value of the retained Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion. After receipt of the returned Express Equipment, Evolv will evaluate its condition and invoice Customer for all repairs Evolv deems necessary and attributable to Customer to return the Express Equipment to its original condition excluding normal wear and tear. This Section does not limit the provisions of Section 4(c) of this Express Product Schedule with respect to loss, theft, destruction or damage of or to Express Equipment.
4. Express Equipment.
(a) Customer shall keep the Express Equipment in good working order and will promptly notify Evolv and/or Reseller (to the extent applicable) in the event the Express Equipment requires maintenance or repair.
(b) Customer is responsible for normal daily maintenance of the Express Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements) in accordance with the Documentation and will keep sufficient records to demonstrate that Customer has performed such maintenance. Customer shall not permit any third party, except Evolv authorized agents, to maintain or repair the Express Equipment.
(c) Customer is solely responsible for all loss, theft, destruction of or damage to the Express Products (“Equipment Events”) provided to Customer, except to the extent due to repairs and maintenance performed by Evolv. Customer shall promptly notify Evolv and/or Reseller (to the extent applicable) of any Equipment Events and shall at Evolv’s sole option, (i) reimburse for the repair costs to return the Express Equipment to its original condition, or (ii) pay for the value of the Express Equipment based on the remaining useful life of the Express Equipment as determined in Evolv’s sole discretion, as calculated by Evolv in accordance with its standard accounting practices. Loss, theft, destruction of or damage to the Express Products shall not under any circumstances relieve Customer of any other obligation under the Agreement, including but not limited to the obligation to pay Fees.
5. Ownership
5.1 Ownership of Express Software. As between Customer and Evolv, Evolv is the sole owner of the Express Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Express Software or associated Documentation to Customer except for the limited right to use the Express Software and associated Documentation. The Express Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Express Software and related Documentation are to be accessed and used solely with or as part of the Express Products in accordance with this Express Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Express Software, in whole or in part or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Express Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Express Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Express Software.
5.2 Ownership of Express Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Evolv is the sole owner of the Express Equipment and any associated Documentation and Evolv retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Express Equipment or associated Documentation to Customer except for the limited right to use the Express Equipment and associated Documentation. Customer will keep the Express Equipment free and clear of any and all liens, charges, and encumbrances with respect to Customer’s leasing, possession, use, or operation of the Express Equipment and will not sell, assign, sublease, transfer, grant a security interest in, or otherwise make any disposition of any interest in any Express Equipment. Evolv may display notice of its ownership of the Express Equipment by affixing an identifying stencil, legend, plate, sticker, or any other indicia of ownership, which may be updated by Evolv from time to time, and Customer will not alter, obscure, or remove such identification. Express Equipment is protected by patents, copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights.
6. Express Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Express Products (the “Express Professional Services”), the Express Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Express Software, refuse to perform Express Professional Services and/or require the immediate return of the Express Equipment, if: (i) Customer has failed to use the Express Products in accordance with Documentation, this Express Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Express Products have been altered or repaired, except by Evolv or in accordance with Evolv’s written instructions; (iii) the Express Products have been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iv) the Express Products have been damaged by improper environment, improper location, an improper power source, lack of reasonable care, lack of use of needed accessories (e.g., external wheel attachment to move an outdoor unit), abuse, misuse, accident or negligence; (v) an indoor Express Product or specific indoor Express Product component, as specified in the Order Document or Documentation, is used in an improper environment including, but not limited to, being used outdoors; (vi) Evolv or its authorized agents are not granted prompt reasonable access to the Express Product location upon arrival to perform any Express Professional Services; or (vii) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Express Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms and/or ToU, Customer represents and warrants (i) it will use the Express Products only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing, and (ii) Customer will not remove Express Products from such locations without the prior written consent of Evolv and/or Reseller (to the extent applicable).
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Express Equipment (the “Express Equipment Warranty”): (a) will be free from material defects in manufacture, and (b) provided they are deployed by Evolv or its authorized representatives in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Express Equipment’s initial Delivery Date (for Customers that purchase Express Products directly from Evolv) or one (1) year from the applicable Express Equipment’s initial Shipping Date (for Customers that purchase Express Products from a Reseller).
Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Express Equipment Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Express Product Schedule. The Express Equipment Warranty will not apply to any Express Products which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Express Products, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); (iv) damaged due to improper environment, which includes, but is not limited to, use of an improper power source or use of an indoor Express Product (as specified in the Order Document) in an outdoor environment; or (v) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory (e.g., use of an external wheel accessory for Express Product movement) as detailed in the Documentation.
Exhibit A
Express Products
(a) Express Equipment: The Evolv Express® is designed as a high traffic automated weapons detection system. It can be broadly deployed for screening purposes as a tool to reduce the threat of gun-related violence.
i. Indoor System or Outdoor System
a. Includes a Transmit Tower and a Receive Tower
i. Includes two (2) alert resolution cameras
b. Single-Lane System or Dual-Lane System
c. Standard Mat or Wide Mat
ii. Wireless Tablets – two (2) per lane
a. Includes one (1) Floor Stand
b. Includes one (1) Desktop Stand
iii. Available Accessories and Add-Ons
a. Additional wired or wireless tablet with floor or desktop stand
b. Extra 90W batteries
c. 6-day battery charger
d. 1-day battery charger
e. Customized graphic panels
f. Operational Test Kit
g. Situational Awareness Cameras – two (2)
(b) Express Software:
i. Evolv Cortex AI® software platform
ii. Evolv Insights® analytics dashboard
Express Purchase Exhibit
Effective February 5th 2024
DownloadTable of Contents
EQUIPMENT PURCHASE EXHIBIT
FOR
EVOLV EXPRESS®
This Equipment Purchase Exhibit for Evolv Express® (“Express Purchase Exhibit”) is a part of and incorporated into the Customer General Terms (“General Terms”) and apply to your (“Customer”) purchase of the Express Equipment pursuant to one or more Order Documents entered into by the Parties. Capitalized terms not defined in this Express Purchase Exhibit are as defined in the General Terms.
Subject to the terms and conditions of this Express Purchase Exhibit, Evolv agrees to provide the Express Equipment to Customer and Customer agrees to purchase the Express Equipment from Evolv. The Fees Customer will owe to Evolv are set forth in the applicable Order Document. For clarity, the terms of this Exhibit shall not apply to any Express Equipment provided to Customer on a subscription basis.
1. Ownership
Subject to the terms and conditions of the General Terms, the Express Product Schedule and this Express Purchase Exhibit, including the payment of all Fees by Customer to Evolv as and when they become due, Evolv conveys and transfers to Customer all rights, title, and interest in and unto the Express Equipment, excluding all intellectual property rights relating thereto or embodied therein, which shall be retained by Evolv. Such rights, title and interest as well as liability for loss or damages shall transfer to Customer upon the Delivery Date. Evolv retains the right to display its name, logo or trademarks on the Products by affixing an identifying stencil, legend, plate, sticker, or any other indicia, which may be updated from time to time, and Customer will not alter, obscure, or remove such identification.
2. Termination
In the event of termination pursuant to the General Terms and/or Express Product Schedule, Evolv may take one or more of the following actions: (i) declare all unpaid Fees under the Order Document immediately due and payable; (ii) require Customer to immediately return all Express Equipment to Evolv if the Express Equipment purchase fee has not been paid in full, and (iii) exercise any right or remedy which may be available to Evolv under the General Terms, Express Product Schedule, Order Document(s), equity or law, including the right to recover damages for breach of the Agreement. In addition, Customer shall be liable for reasonable attorney's fees, other costs and expenses resulting from any default, or the exercise of such remedies. Each remedy shall be cumulative and in addition to any other remedy otherwise available to Evolv at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Evolv’s other rights.
Express Professional Services Schedule
Effective March 11th 2024
DownloadTable of Contents
PROFESSIONAL SERVICES SCHEDULE
FOR
EVOLV EXPRESS®
This Professional Services Schedule for Evolv Express® (the “Express Professional Services Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to Express Professional Services (as provided below), pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) Reseller. Capitalized terms not defined in this Express Professional Services Schedule are as defined in the General Terms or the Service Terms.
Implementation Services. Evolv shall be responsible for providing the implementation services set forth herein (the “Implementation Services”).
Support Services. Evolv shall be responsible for providing support and maintenance of Express Products set forth herein during the Express Term (the “Support Services”) as part of the Fees.
Other Express Professional Services. To the extent set forth in an Order Document or other mutual written agreement, Evolv will provide additional Express Professional Services for Express Products in accordance with this Express Professional Services Schedule and/or an Order Document, including, without limitation, installation, deployment and implementation support, and training.
1. Implementation Services
(a) Evolv will provide the following Implementation Services on a date or dates mutually agreed by the Parties (each, an “Implementation Date”). Evolv or its authorized representatives and contractors will implement Express Products pursuant to Evolv’s standard procedures, which may include, but are not limited to, the implementation procedures set forth below:
(i) Implementation includes an Evolv employee or authorized representative (i) installing the Express Product(s) in the pre-agreed area, (ii) powering on and testing the Express Product(s) for documented functionality, and (iii) training of the Express Product operators. The Evolv representative shall conduct a thorough test of the Express Product(s), pursuant to Evolv’s established implementation procedures, using an operational test kit to determine that the Express Product(s) is operating in accordance with the Documentation.
(ii) Evolv will provide Customer with advance notice of any items needed for implementation.
(iii) If Customer cancels or requests a change to the Implementation Date within the 72 hours preceding the Implementation Date, Customer will be assessed a cancellation/change fee of $2,500.
(iv) At least two (2) weeks prior to the Implementation Date, Customer will identify to Evolv or its authorized representative, any special access or security requirements for performance of on-site Express Professional Services.
(v) Customer will (a) provide a safe and adequate work environment, including sufficient space for the delivery of on-site Express Professional Services, (b) ensure that the Express Product(s) and all items necessary for implementation are available and located in the immediate area where implementation is planned, (c) ensure the Express Product(s) are easily accessible without the need to move furniture and supplying hand carts, if needed, and (d) be responsible for removal of any trash and packing material associated with the Express Product(s).
2. Support Services and Service Levels
(a) Definitions
(i) Authorized Representative means the third-party representative that Evolv has contracted to perform Support Services subject to the terms of this Agreement.
(ii) Issue(s) means any confirmed failure of the Express Product(s) which results in the Express Product(s) not performing in accordance with the applicable Documentation.
(iii) Named Contact means the administrator and backup administrator that serve as Evolv’s primary contact for Support Services. Customer is required to appoint at least one main administrator.
(iv) Response Time means the maximum period which may elapse between the time Evolv is notified of an Issue and the time at which Evolv starts to address the Issue.
(v) Severity Level means the classification system for all Issues as defined in Section 5 below.
(vi) Updates means all subsequent general public releases of the Express Software, excluding any value-added Express Product features, functionalities, or capabilities that Evolv develops or creates and offers to existing and potential customers as additional subscription or purchasable add-ons to the Express Products or Express Professional Services.
(b) Support Services
(i) During the Term, Evolv will provide the following Support Services as part of the Fees, as applicable:
- Beginning on the Delivery Date, access to a progressive tiered customer support model on a 24x7x365 basis (including holidays).
- On-site dispatch of an Evolv employee or Authorized Representative and/or delivery of replacements parts to Customer as necessary to address an Issue.
- A periodic health check to assess the status of the Express Product(s), perform recalibration, preventive maintenance, and implement equipment or software Updates.
- Updates to the Express Software and related software bug fixes.
- Documentation and Documentation updates.
(ii) Evolv provides 24x7x365 access to its support service organization by phone or e-mail:
- E-mail: support@evolvtechnology.com
- Telephone Support: +1 (833) 673-8658
(iii) Customer shall promptly notify Evolv following the discovery of an Issue. Customer shall assist Evolv in troubleshooting the reported Issue by (a) appointing and training the Named Contact(s), (b) unless an Issue prevents otherwise, have the system on and operational, and (c) providing all information reasonably requested by Evolv that may be necessary to deliver remote Express Professional Services.
(iv) The Named Contact(s) will be trained by Evolv to provide first-line support to its internal users. Such training will include how to gather relevant system information including serial number and data logs to enable troubleshooting to commence; review of administrator features on the tablet; how to access the MyEvolv Portal; how to outreach to Evolv for technical support; and any other items to enable the Named Contact to run an initial troubleshooting of the Issue prior to reaching out to Evolv per section 4(a), if they have not already done so.
(v) Evolv will acknowledge a call by logging a case, communicating the case ID to the Customer, and assigning a Severity Level commencement of remedial action.
(c) Service Levels
(i) Evolv will assign each Issue a severity level, based on the following criteria:
- Severity 1 (Critical) – An Express Equipment or Express Software error causing a complete breakdown of the Express Product, resulting in serious disruption/halt to Customer’s security screening process for which no reasonable and satisfactory work-around can promptly be put in place.
- Severity 2 (Medium) – Express Equipment or Express Software error causing disruption to Customer’s security screening process for which a reasonable and satisfactory work-around can be put in place.
- Severity 3 (Low) – General usage questions or cosmetic issues (e.g., programming or configuration related questions, questions relating to functionality, operability, or cosmetic problems).
(ii) Once Evolv has acknowledged the receipt of a service call and assigned a Severity Level, Evolv will work to isolate, remotely troubleshoot, remedy, and work to resolve the Issue. If Evolv is unable to perform remote diagnostics within the remote response times below, an Evolv representative, or Authorized Representative, may be deployed to perform onsite technical support per the on-site response times below.
(iii) Evolv will respond to the reported Issue(s) within the following response periods:
| Severity Level | Remote Response Times | On-Site Response Times |
| Severity 1 | < 30 Minutes | < 24 Hours |
| Severity 2 | < 1 Hour | < 48 Hours |
| Severity 3 | < 4 Business Hours | < 5 Business Days |
(iv) Express Professional Services include troubleshooting, labor, travel replacement of components and/or defective parts, and repair. Express Professional Services excludes Express Software maintenance, training, preventive maintenance or any Express Equipment maintenance, servicing, repair, or replacement of parts that are required as a result of (a) the limitations set forth in Section 6 of this Express Professional Services Schedule or (b) which Evolv, acting reasonably, determines was caused by damage, misuse, or theft of the Express Products by Customer or third parties, and may be billed to Customer at standard Evolv time and material rates. Evolv may, in its sole discretion, elect to replace such Express Product(s) in lieu of repairing them.
(v) The above support is not applicable to any accessories already covered by a one (1) year limited warranty where Evolv shall replace such defective parts.
(d) Maintenance and Express Software Updates
(i) An Evolv representative or Authorized Representative will visit the Customer site at regularly scheduled intervals on mutually agreed upon dates and times. During the visit the representative will verify proper operation of the Express Product(s) and perform diagnostics, collect system logs, address mechanical complaints, and/or clean or replace worn or defective parts or components. Preventive maintenance will occur annually for indoor Express Equipment and bi-annually for Express Equipment that was sold for partial or primary outdoor usage. Preventive maintenance will be delivered between 8:00 a.m. – 6:00 p.m. local time, Monday through Friday excluding regularly observed holidays.
(ii) During the Express Term, Evolv may provide Updates to the Express Software, if and when available, and such Updates are included as part of the Support Services. In order to be eligible, Customer is required to be on a currently supported version of the Express Software. Evolv will provide Customer with reasonable prior notice of an Update, communicate any changes caused by the Update at the time of availability, and mutually coordinate with Customer to schedule delivery of the Update and share installation instructions, if any, for Customer to install the Update and verify functionality. Customer is required to implement all Updates to the Express Software promptly upon their publicly available release by Evolv.
3. Standard Training
Evolv will provide the following training to Customer as part of the Fees:
- Upon request, a mutually agreed upon date for one refresher operator training. Such request can be made after the one-year anniversary of the Implementation Date and each year thereafter.
- Documentation and remote (live or on-demand) training on new Express Product features, as part of an Update.
4. Other Express Professional Services.
(a) Ad-Hoc Training. If Customer desires further training in addition to what is provided in Section 3 above, such training will be subject to additional Fees set forth in an Order Document.
5. Customer Responsibilities.
(a) Customer agrees to receive communications from Evolv via email, telephone, or other similar technical means regarding the Express Products and Express Professional Services (e.g., communications concerning support coverage, availability of new releases of the Express Product and/or Express Professional Services offerings or components, release notes, or training options) and keep the Express Product(s) connected to the cloud and MyEvolv Portal during any operational use of the Express Products for all features to be fully utilized and for remote diagnostics and access to the Express Products to occur.
Effective February 5th 2024 to March 11th 2024
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PROFESSIONAL SERVICES SCHEDULE
FOR
EVOLV EXPRESS®
This Professional Services Schedule for Evolv Express® (the “Express Professional Services Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) and/or the Terms of Use (the “ToU”), to the extent applicable, and apply to your (“Customer”) subscription to Express Professional Services (as provided below), pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) Reseller. Capitalized terms not defined in this Express Professional Services Schedule are as defined in the General Terms and/or the ToU.
Implementation Services. Evolv shall be responsible for providing the implementation services set forth herein (the “Implementation Services”).
Support Services. Evolv shall be responsible for providing support and maintenance of Express Products set forth herein during the Express Term (the “Support Services”) as part of the Fees.
Other Express Professional Services. To the extent set forth in an Order Document or other mutual written agreement, Evolv will provide additional Express Professional Services for Express Products in accordance with this Express Professional Services Schedule and/or an Order Document, including, without limitation, installation, deployment and implementation support, and training.
1. Implementation Services
(a) Evolv will provide the following Implementation Services on a date or dates mutually agreed by the Parties (each, an “Implementation Date”). Evolv or its authorized representatives and contractors will implement Express Products pursuant to Evolv’s standard procedures, which may include, but are not limited to, the implementation procedures set forth below:
(i) Implementation includes an Evolv employee or authorized representative (i) installing the Express Product(s) in the pre-agreed area, (ii) powering on and testing the Express Product(s) for documented functionality, and (iii) training of the Express Product operators. The Evolv representative shall conduct a thorough test of the Express Product(s), pursuant to Evolv’s established implementation procedures, using an operational test kit to determine that the Express Product(s) is operating in accordance with the Documentation.
(ii) Evolv will provide Customer with advance notice of any items needed for implementation.
(iii) If Customer cancels or requests a change to the Implementation Date within the 72 hours preceding the Implementation Date, Customer will be assessed a cancellation/change fee of $2,500.
(iv) At least two (2) weeks prior to the Implementation Date, Customer will identify to Evolv or its authorized representative, any special access or security requirements for performance of on-site Express Professional Services.
(v) Customer will (a) provide a safe and adequate work environment, including sufficient space for the delivery of on-site Express Professional Services, (b) ensure that the Express Product(s) and all items necessary for implementation are available and located in the immediate area where implementation is planned, (c) ensure the Express Product(s) are easily accessible without the need to move furniture and supplying hand carts, if needed, and (d) be responsible for removal of any trash and packing material associated with the Express Product(s).
2. Support Services and Service Levels
(a) Definitions
(i) Authorized Representative means the third-party representative that Evolv has contracted to perform Support Services subject to the terms of this Agreement.
(ii) Issue(s) means any confirmed failure of the Express Product(s) which results in the Express Product(s) not performing in accordance with the applicable Documentation.
(iii) Named Contact means the administrator and backup administrator that serve as Evolv’s primary contact for Support Services. Customer is required to appoint at least one main administrator.
(iv) Response Time means the maximum period which may elapse between the time Evolv is notified of an Issue and the time at which Evolv starts to address the Issue.
(v) Severity Level means the classification system for all Issues as defined in Section 5 below.
(vi) Updates means all subsequent general public releases of the Express Software, excluding any value-added Express Product features, functionalities, or capabilities that Evolv develops or creates and offers to existing and potential customers as additional subscription or purchasable add-ons to the Express Products or Express Professional Services.
(b) Support Services
(i) During the Term, Evolv will provide the following Support Services as part of the Fees, as applicable:
- Beginning on the Delivery Date, access to a progressive tiered customer support model on a 24x7x365 basis (including holidays).
- On-site dispatch of an Evolv employee or Authorized Representative and/or delivery of replacements parts to Customer as necessary to address an Issue.
- A periodic health check to assess the status of the Express Product(s), perform recalibration, preventive maintenance, and implement equipment or software Updates.
- Updates to the Express Software and related software bug fixes.
- Documentation and Documentation updates.
(ii) Evolv provides 24x7x365 access to its support service organization by phone or e-mail:
- E-mail: support@evolvtechnology.com
- Telephone Support: +1 (833) 673-8658
(iii) Customer shall promptly notify Evolv following the discovery of an Issue. Customer shall assist Evolv in troubleshooting the reported Issue by (a) appointing and training the Named Contact(s), (b) unless an Issue prevents otherwise, have the system on and operational, and (c) providing all information reasonably requested by Evolv that may be necessary to deliver remote Express Professional Services.
(iv) The Named Contact(s) will be trained by Evolv to provide first-line support to its internal users. Such training will include how to gather relevant system information including serial number and data logs to enable troubleshooting to commence; review of administrator features on the tablet; how to access the MyEvolv Portal; how to outreach to Evolv for technical support; and any other items to enable the Named Contact to run an initial troubleshooting of the Issue prior to reaching out to Evolv per section 4(a), if they have not already done so.
(v) Evolv will acknowledge a call by logging a case, communicating the case ID to the Customer, and assigning a Severity Level commencement of remedial action.
(c) Service Levels
(i) Evolv will assign each Issue a severity level, based on the following criteria:
- Severity 1 (Critical) – An Express Equipment or Express Software error causing a complete breakdown of the Express Product, resulting in serious disruption/halt to Customer’s security screening process for which no reasonable and satisfactory work-around can promptly be put in place.
- Severity 2 (Medium) – Express Equipment or Express Software error causing disruption to Customer’s security screening process for which a reasonable and satisfactory work-around can be put in place.
- Severity 3 (Low) – General usage questions or cosmetic issues (e.g., programming or configuration related questions, questions relating to functionality, operability, or cosmetic problems).
(ii) Once Evolv has acknowledged the receipt of a service call and assigned a Severity Level, Evolv will work to isolate, remotely troubleshoot, remedy, and work to resolve the Issue. If Evolv is unable to perform remote diagnostics within the remote response times below, an Evolv representative, or Authorized Representative, may be deployed to perform onsite technical support per the on-site response times below.
(iii) Evolv will respond to the reported Issue(s) within the following response periods:
Severity Level | Remote Response Times | On-Site Response Times |
Severity 1 | < 30 Minutes | < 24 Hours |
Severity 2 | < 1 Hour | < 48 Hours |
Severity 3 | < 4 Business Hours | < 5 Business Days |
(iv) Express Professional Services include troubleshooting, labor, travel replacement of components and/or defective parts, and repair. Express Professional Services excludes Express Software maintenance, training, preventive maintenance or any Express Equipment maintenance, servicing, repair, or replacement of parts that are required as a result of (a) the limitations set forth in Section 6 of this Express Professional Services Schedule or (b) which Evolv, acting reasonably, determines was caused by damage, misuse, or theft of the Express Products by Customer or third parties, and may be billed to Customer at standard Evolv time and material rates. Evolv may, in its sole discretion, elect to replace such Express Product(s) in lieu of repairing them.
(v) The above support is not applicable to any accessories already covered by a one (1) year limited warranty where Evolv shall replace such defective parts.
(d) Maintenance and Express Software Updates
(i) An Evolv representative or Authorized Representative will visit the Customer site at regularly scheduled intervals on mutually agreed upon dates and times. During the visit the representative will verify proper operation of the Express Product(s) and perform diagnostics, collect system logs, address mechanical complaints, and/or clean or replace worn or defective parts or components. Preventive maintenance will occur annually for indoor Express Equipment and bi-annually for Express Equipment that was sold for partial or primary outdoor usage. Preventive maintenance will be delivered between 8:00 a.m. – 6:00 p.m. local time, Monday through Friday excluding regularly observed holidays.
(ii) During the Express Term, Evolv may provide Updates to the Express Software, if and when available, and such Updates are included as part of the Support Services. In order to be eligible, Customer is required to be on a currently supported version of the Express Software. Evolv will provide Customer with reasonable prior notice of an Update, communicate any changes caused by the Update at the time of availability, and mutually coordinate with Customer to schedule delivery of the Update and share installation instructions, if any, for Customer to install the Update and verify functionality. Customer is required to implement all Updates to the Express Software promptly upon their publicly available release by Evolv.
3. Standard Training
Evolv will provide the following training to Customer as part of the Fees:
- Upon request, a mutually agreed upon date for one refresher operator training. Such request can be made after the one-year anniversary of the Implementation Date and each year thereafter.
- Documentation and remote (live or on-demand) training on new Express Product features, as part of an Update.
4. Other Express Professional Services.
(a) Ad-Hoc Training. If Customer desires further training in addition to what is provided in Section 3 above, such training will be subject to additional Fees set forth in an Order Document.
5. Customer Responsibilities.
(a) Customer agrees to receive communications from Evolv via email, telephone, or other similar technical means regarding the Express Products and Express Professional Services (e.g., communications concerning support coverage, availability of new releases of the Express Product and/or Express Professional Services offerings or components, release notes, or training options) and keep the Express Product(s) connected to the cloud and MyEvolv Portal during any operational use of the Express Products for all features to be fully utilized and for remote diagnostics and access to the Express Products to occur.
Express Gen2 Exhibit
Effective September 20th 2024
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GEN2 EXHIBIT
FOR
Evolv Express®
This Gen2 Exhibit for Evolv Express® (“Gen2 Exhibit”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of the Express Products (as defined below). Capitalized terms not defined in this Gen2 Exhibit are as defined in the General Terms.
The Express Products available to Customer are described herein. Subject to Customer’s compliance with the General Terms or the Service Terms, the Express Product Schedule, and all associated Documentation, during the Express Term, the Express Products shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”). For clarity, the terms of this Gen2 Exhibit shall only apply to use of the second generation of Express Products.
Express Products
(a) Express Equipment: The Evolv Express® is designed as a high traffic automated weapons detection system. It can be broadly deployed for screening purposes as a tool to reduce the threat of gun-related violence.
i. System
a. Includes a Transmit Tower and a Receive Tower(s)
i. Includes alert resolution cameras
ii. Includes GPS reporting
b. Single-Lane System or Dual-Lane System
c. Adjustable Mat(s)
d. Power cord(s)
ii. Wireless Tablets
a. May include Floor Stand(s)
b. May include Desktop Stand(s)
iii. Available Accessories and Add-Ons
a. Additional wired or wireless tablet
b. Additional Floor and/or Desktop stands
c. Transmit Tower handle
d. Extra batteries
e. Battery chargers
f. Operational Test Kit
g. Situational Awareness Cameras
h. Storage Cover(s)
i. Interface Kit
(b) Express Software:
i. Evolv Cortex AI® software platform
a. Scanner software (detection algorithm)
b. Tablet software
ii. Evolv Insights® analytics dashboard
Visual Gun Detection Product Schedule
Effective September 11th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Product Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Visual Gun Detection Software (as defined below). Capitalized terms not defined in this Visual Gun Detection Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The “Evolv Visual Gun Detection Products” (“Visual Gun Detection Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Visual Gun Detection Product Schedule, and all associated Documentation, during the Visual Gun Detection Term (as defined below), the Visual Gun Detection Software shall be provided to Customer as identified in the applicable Order Document between Customer and Evolv or an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Visual Gun Detection Software purchased by Customer directly from Evolv or from an Evolv Partner will begin accruing on the date that Customer receives an email activation from the Visual Gun Detection Software licensor (“Omnilert”) for the Visual Gun Detection Software (the “Commencement Date”).
3.1 Term.
(a) Evolv Visual Gun Detection - Standard. Unless provided otherwise in an Order Document, in the event that Customer purchases the Visual Gun Detection Software for stand-alone use with Existing Equipment (as defined below), the initial term for the Visual Gun Detection Software will commence on the Commencement Date and end upon the four (4) year anniversary of the Commencement Date (the “Visual Gun Detection Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Visual Gun Detection Initial Term, this Visual Gun Detection Product Schedule will automatically renew for additional one (1) year periods (each a “Visual Gun Detection Renewal Term,” and together with the Visual Gun Detection Initial Term, the “Visual Gun Detection Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Visual Gun Detection Initial Term or then-current Visual Gun Detection Renewal Term, as the case may be. Notwithstanding the foregoing, this Visual Gun Detection Product Schedule will remain in effect and applicable to any Visual Gun Detection Software under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Visual Gun Detection Term in accordance with this Section.
(b) Evolv Visual Gun Detection - Upgrade. Unless provided otherwise in an Order Document, in the event that Customer (i) purchases the Visual Gun Detection Software and Express Products simultaneously; or (ii) is already under an Express Term, the Visual Gun Detection Initial Term shall be concurrent with such Express Term applicable to the Express Products, as defined in the Express Product Terms located at https://legal.evolvtechnology.com/customers.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Visual Gun Detection Term or termination of the General Terms (to the extent applicable), the rights granted to Customer for use of Visual Gun Detection Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Visual Gun Detection Software.
4. Required Equipment.
(a) Customer shall utilize its existing stand-alone video camera and surveillance systems (“Existing Equipment”) or purchase designated equipment from third parties or Evolv as set forth in Exhibit A, attached hereto, to be used in conjunction with the Visual Gun Detection Software (collectively, “Required Equipment”). Such Required Equipment must meet the specifications defined in the Documentation. Customer acknowledges and agrees that Required Equipment that fails to meet such specifications may result in the Visual Gun Detection Software not operating as intended.
(b) Customer is responsible for the operation and normal daily maintenance of the Required Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements). Evolv is not responsible and/or liable for any loss, theft, destruction of or damage to the Required Equipment.
(c) Evolv, its authorized representatives, and/or Reseller (to the extent applicable) shall work with Customer to ensure that the Visual Gun Detection Software is installed on the Required Equipment.
5. Ownership
5.1 Ownership of Visual Gun Detection Software. As between Customer and Evolv, Evolv is the sole owner of the Visual Gun Detection Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Visual Gun Detection Software or associated Documentation to Customer except for the limited right to use the Visual Gun Detection Software and associated Documentation. The Visual Gun Detection Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Visual Gun Detection Software and related Documentation are to be accessed and used solely with or as part of the Visual Gun Detection Products in accordance with this Visual Gun Detection Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Visual Gun Detection Software, in whole or in part, or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Visual Gun Detection Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Visual Gun Detection Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Visual Gun Detection Software.
5.2 Ownership of Required Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Customer is the sole owner of the Required Equipment and Customer retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Required Equipment to Evolv except for the limited right to access the Required Equipment as set forth herein.
6. Visual Gun Detection Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Visual Gun Detection Software (the “Visual Gun Detection Professional Services”), the Visual Gun Detection Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Visual Gun Detection Software and/or refuse to perform Visual Gun Detection Professional Services, if: (i) Customer has failed to use the Visual Gun Detection Software in accordance with Documentation, this Visual Gun Detection Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Visual Gun Detection Software has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iii) Evolv or its authorized agents are not granted prompt reasonable access to the Visual Gun Detection Product location upon arrival to perform any Visual Gun Detection Professional Services; or (iv) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Visual Gun Detection Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms, Customer represents and warrants (i) it will use the Visual Gun Detection Software only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing.
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Visual Gun Detection Software, provided it is deployed by Evolv, its authorized representatives or Omnilert, in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Commencement Date (the “Visual Gun Detection Warranty”). Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Visual Gun Detection Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Visual Gun Detection Product Schedule. The Visual Gun Detection Warranty will not apply to any Visual Gun Detection Software which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Visual Gun Detection Software, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); or (iv) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory as detailed in the Documentation. Evolv shall not be responsible or liable in connection with the Visual Gun Detection Warranty or for any non-performance of maintenance and repair services by Omnilert.
7.3 Monitoring Services Disclaimer. TO THE EXTENT APPLICABLE, CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY THIRD-PARTY MONITORING SERVICES PURCHASED THROUGH OR IN CONNECTION WITH EVOLV ARE PROVIDED SOLELY BY THE RESPECTIVE THIRD-PARTY SERVICE PROVIDER(S). EVOLV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE THIRD-PARTY MONITORING SERVICES. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT EVOLV SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF ANY THIRD-PARTY MONITORING SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, UNDERSTANDING, AND AGREEING TO ANY TERMS AND CONDITIONS OF SUCH THIRD-PARTY SERVICE PROVIDERS
Exhibit A
Visual Gun Detection Products
Visual Gun Detection Products
(a) Required Equipment: Can be purchased separately through Evolv.
i. Analytics processing server(s)
ii. High-Resolution Network Security Cameras
iii. Recommended Android Tablet(s) (for Evolv Visual Gun Detection – Upgrade only)
iv. Available Accessories and Add-Ons
(b) Visual Gun Detection Software: The Evolv Visual Gun Detection™ Software is designed to give advanced warning when a gun is detected within view of the high-resolution network security cameras. It can be broadly deployed as a tool to reduce the threat of gun-related violence.
i. Omnilert’s Gun Detect video analytics software platform
ii. Evolv’s proprietary user interface and plugins
(c) Noonlight Monitoring Services: Optional third-party service that monitors alerts on Omnilert’s Gun Detect video analytics software platform for subsequent action and communication.
Effective June 24th 2024 to September 11th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Product Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Visual Gun Detection Software (as defined below). Capitalized terms not defined in this Visual Gun Detection Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The “Evolv Visual Gun Detection Products” (“Visual Gun Detection Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Visual Gun Detection Product Schedule, and all associated Documentation, during the Visual Gun Detection Term (as defined below), the Visual Gun Detection Software shall be provided to Customer as identified in the applicable Order Document between Customer and Evolv or an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Visual Gun Detection Software purchased by Customer directly from Evolv or from an Evolv Partner will begin accruing on the date that Customer receives an email activation from the Visual Gun Detection Software licensor (“Omnilert”) for the Visual Gun Detection Software (the “Commencement Date”).
3.1 Term.
(a) Evolv Visual Gun Detection - Standard. Unless provided otherwise in an Order Document, in the event that Customer purchases the Visual Gun Detection Software for stand-alone use with Existing Equipment (as defined below), the initial term for the Visual Gun Detection Software will commence on the Commencement Date and end upon the two (2) year anniversary of the Commencement Date (the “Visual Gun Detection Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Visual Gun Detection Initial Term, this Visual Gun Detection Product Schedule will automatically renew for additional one (1) year periods (each a “Visual Gun Detection Renewal Term,” and together with the Visual Gun Detection Initial Term, the “Visual Gun Detection Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Visual Gun Detection Initial Term or then-current Visual Gun Detection Renewal Term, as the case may be. Notwithstanding the foregoing, this Visual Gun Detection Product Schedule will remain in effect and applicable to any Visual Gun Detection Software under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Visual Gun Detection Term in accordance with this Section.
(b) Evolv Visual Gun Detection - Upgrade. Unless provided otherwise in an Order Document, in the event that Customer (i) purchases the Visual Gun Detection Software and Express Products simultaneously; or (ii) is already under an Express Term, the Visual Gun Detection Initial Term shall be concurrent with such Express Term applicable to the Express Products, as defined in the Express Product Terms located at https://legal.evolvtechnology.com/customers.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Visual Gun Detection Term or termination of the General Terms (to the extent applicable), the rights granted to Customer for use of Visual Gun Detection Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Visual Gun Detection Software.
4. Required Equipment.
(a) Customer shall utilize its existing stand-alone video camera and surveillance systems (“Existing Equipment”) or purchase designated equipment from third parties as set forth in Exhibit A, attached hereto, to be used in conjunction with the Visual Gun Detection Software (collectively, “Required Equipment”). Such Required Equipment must meet the specifications defined in the Documentation. Customer acknowledges and agrees that Required Equipment that fails to meet such specifications may result in the Visual Gun Detection Software not operating as intended.
(b) Customer is responsible for the operation and normal daily maintenance of the Required Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements). Evolv is not responsible and/or liable for any loss, theft, destruction of or damage to the Required Equipment.
(c) Evolv, its authorized representatives, and/or Reseller (to the extent applicable) shall work with Customer to ensure that the Visual Gun Detection Software is installed on the Required Equipment.
5. Ownership
5.1 Ownership of Visual Gun Detection Software. As between Customer and Evolv, Evolv is the sole owner of the Visual Gun Detection Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Visual Gun Detection Software or associated Documentation to Customer except for the limited right to use the Visual Gun Detection Software and associated Documentation. The Visual Gun Detection Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Visual Gun Detection Software and related Documentation are to be accessed and used solely with or as part of the Visual Gun Detection Products in accordance with this Visual Gun Detection Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Visual Gun Detection Software, in whole or in part, or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Visual Gun Detection Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Visual Gun Detection Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Visual Gun Detection Software.
5.2 Ownership of Required Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Customer is the sole owner of the Required Equipment and Customer retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Required Equipment to Evolv except for the limited right to access the Required Equipment as set forth herein.
6. Visual Gun Detection Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Visual Gun Detection Software (the “Visual Gun Detection Professional Services”), the Visual Gun Detection Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Visual Gun Detection Software and/or refuse to perform Visual Gun Detection Professional Services, if: (i) Customer has failed to use the Visual Gun Detection Software in accordance with Documentation, this Visual Gun Detection Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Visual Gun Detection Software has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iii) Evolv or its authorized agents are not granted prompt reasonable access to the Visual Gun Detection Product location upon arrival to perform any Visual Gun Detection Professional Services; or (iv) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Visual Gun Detection Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms, Customer represents and warrants (i) it will use the Visual Gun Detection Software only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing.
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Visual Gun Detection Software, provided it is deployed by Evolv, its authorized representatives or Omnilert, in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Commencement Date (the “Visual Gun Detection Warranty”). Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Visual Gun Detection Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Visual Gun Detection Product Schedule. The Visual Gun Detection Warranty will not apply to any Visual Gun Detection Software which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Visual Gun Detection Software, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); or (iv) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory as detailed in the Documentation. Evolv shall not be responsible or liable in connection with the Visual Gun Detection Warranty or for any non-performance of maintenance and repair services by Omnilert.
Exhibit A
Visual Gun Detection Products
Visual Gun Detection Products
(a) Required Equipment: Purchased separately by Customer.
i. Analytics processing server(s)
ii. High-Resolution Network Security Cameras
iii. Recommended Android Tablet(s) (for Evolv Visual Gun Detection – Upgrade only)
iv. Available Accessories and Add-Ons
(b) Visual Gun Detection Software: The Evolv Visual Gun Detection™ Software is designed to give advanced warning when a gun is detected within view of the high-resolution network security cameras. It can be broadly deployed as a tool to reduce the threat of gun-related violence.
i. Omnilert’s Gun Detect video analytics software platform
ii. Evolv’s proprietary user interface and plugins
Effective March 11th 2024 to June 24th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Product Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Visual Gun Detection Software (as defined below). Capitalized terms not defined in this Visual Gun Detection Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The “Evolv Visual Gun Detection Products” (“Visual Gun Detection Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Visual Gun Detection Product Schedule, and all associated Documentation, during the Visual Gun Detection Term (as defined below), the Visual Gun Detection Software shall be provided to Customer as identified in the applicable Order Document between Customer and Evolv or an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Visual Gun Detection Software purchased by Customer directly from Evolv will begin accruing on the date that Customer receives an email activation from the Visual Gun Detection Software licensor (“Omnilert”) for the Visual Gun Detection Software (the “Commencement Date”).
3.1 Term.
(a) Evolv Visual Gun Detection - Standard. Unless provided otherwise in an Order Document, in the event that Customer purchases the Visual Gun Detection Software for stand-alone use with Existing Equipment (as defined below), the initial term for the Visual Gun Detection Software will commence on the Commencement Date and end upon the two (2) year anniversary of the Commencement Date (the “Visual Gun Detection Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Visual Gun Detection Initial Term, this Visual Gun Detection Product Schedule will automatically renew for additional one (1) year periods (each a “Visual Gun Detection Renewal Term,” and together with the Visual Gun Detection Initial Term, the “Visual Gun Detection Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Visual Gun Detection Initial Term or then-current Visual Gun Detection Renewal Term, as the case may be. Notwithstanding the foregoing, this Visual Gun Detection Product Schedule will remain in effect and applicable to any Visual Gun Detection Software under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Visual Gun Detection Term in accordance with this Section.
(b) Evolv Visual Gun Detection - Upgrade. Unless provided otherwise in an Order Document, in the event that Customer (i) purchases the Visual Gun Detection Software and Express Products simultaneously; or (ii) is already under an Express Term, the Visual Gun Detection Initial Term shall be concurrent with such Express Term applicable to the Express Products, as defined in the Express Product Terms located at https://legal.evolvtechnology.com/customers.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Visual Gun Detection Term or termination of the General Terms (to the extent applicable), the rights granted to Customer for use of Visual Gun Detection Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Visual Gun Detection Software.
4. Required Equipment.
(a) Customer shall utilize its existing stand-alone video camera and surveillance systems (“Existing Equipment”) or purchase designated equipment from third parties as set forth in Exhibit A, attached hereto, to be used in conjunction with the Visual Gun Detection Software (collectively, “Required Equipment”). Such Required Equipment must meet the specifications defined in the Documentation. Customer acknowledges and agrees that Required Equipment that fails to meet such specifications may result in the Visual Gun Detection Software not operating as intended.
(b) Customer is responsible for the operation and normal daily maintenance of the Required Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements). Evolv is not responsible and/or liable for any loss, theft, destruction of or damage to the Required Equipment.
(c) Evolv, its authorized representatives, and/or Reseller (to the extent applicable) shall work with Customer to ensure that the Visual Gun Detection Software is installed on the Required Equipment.
5. Ownership
5.1 Ownership of Visual Gun Detection Software. As between Customer and Evolv, Evolv is the sole owner of the Visual Gun Detection Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Visual Gun Detection Software or associated Documentation to Customer except for the limited right to use the Visual Gun Detection Software and associated Documentation. The Visual Gun Detection Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Visual Gun Detection Software and related Documentation are to be accessed and used solely with or as part of the Visual Gun Detection Products in accordance with this Visual Gun Detection Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Visual Gun Detection Software, in whole or in part, or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Visual Gun Detection Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Visual Gun Detection Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Visual Gun Detection Software.
5.2 Ownership of Required Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Customer is the sole owner of the Required Equipment and Customer retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Required Equipment to Evolv except for the limited right to access the Required Equipment as set forth herein.
6. Visual Gun Detection Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Visual Gun Detection Software (the “Visual Gun Detection Professional Services”), the Visual Gun Detection Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Visual Gun Detection Software and/or refuse to perform Visual Gun Detection Professional Services, if: (i) Customer has failed to use the Visual Gun Detection Software in accordance with Documentation, this Visual Gun Detection Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Visual Gun Detection Software has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iii) Evolv or its authorized agents are not granted prompt reasonable access to the Visual Gun Detection Product location upon arrival to perform any Visual Gun Detection Professional Services; or (iv) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Visual Gun Detection Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms, Customer represents and warrants (i) it will use the Visual Gun Detection Software only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing.
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Visual Gun Detection Software, provided it is deployed by Evolv, its authorized representatives or Omnilert, in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Commencement Date (the “Visual Gun Detection Warranty”). Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Visual Gun Detection Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Visual Gun Detection Product Schedule. The Visual Gun Detection Warranty will not apply to any Visual Gun Detection Software which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Visual Gun Detection Software, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); or (iv) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory as detailed in the Documentation. Evolv shall not be responsible or liable in connection with the Visual Gun Detection Warranty or for any non-performance of maintenance and repair services by Omnilert.
Exhibit A
Visual Gun Detection Products
Visual Gun Detection Products
(a) Required Equipment: Purchased separately by Customer.
i. Analytics processing server(s)
ii. High-Resolution Network Security Cameras
iii. Recommended Android Tablet(s) (for Evolv Visual Gun Detection – Upgrade only)
iv. Available Accessories and Add-Ons
(b) Visual Gun Detection Software: The Evolv Visual Gun Detection™ Software is designed to give advanced warning when a gun is detected within view of the high-resolution network security cameras. It can be broadly deployed as a tool to reduce the threat of gun-related violence.
i. Omnilert’s Gun Detect video analytics software platform
ii. Evolv’s proprietary user interface and plugins
Effective February 5th 2024 to March 11th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Product Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) and/or the Terms of Use (the “ToU”), to the extent applicable, and apply to your (“Customer”) subscription to and use of Visual Gun Detection Software (as defined below). Capitalized terms not defined in this Visual Gun Detection Product Schedule are as defined in the General Terms and/or the ToU.
1. Product Description. The “Evolv Visual Gun Detection Products” (“Visual Gun Detection Products”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms and/or the ToU, this Visual Gun Detection Product Schedule, and all associated Documentation, during the Visual Gun Detection Term (as defined below), the Visual Gun Detection Software shall be provided to Customer as identified in the applicable Order Document between Customer and Evolv or an authorized reseller of Evolv Products (“Reseller”).
2. Fees; Shipping.
2.1 Fees. Fees for the Visual Gun Detection Software purchased by Customer directly from Evolv will begin accruing on the date that Customer receives an email activation from the Visual Gun Detection Software licensor (“Omnilert”) for the Visual Gun Detection Software (the “Commencement Date”).
3. Term and Effect of Termination.
3.1 Term.
(a) Evolv Visual Gun Detection - Standard. Unless provided otherwise in an Order Document, in the event that Customer purchases the Visual Gun Detection Software for stand-alone use with Existing Equipment (as defined below), the initial term for the Visual Gun Detection Software will commence on the Commencement Date and end upon the two (2) year anniversary of the Commencement Date (the “Visual Gun Detection Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Visual Gun Detection Initial Term, this Visual Gun Detection Product Schedule will automatically renew for additional one (1) year periods (each a “Visual Gun Detection Renewal Term,” and together with the Visual Gun Detection Initial Term, the “Visual Gun Detection Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Visual Gun Detection Initial Term or then-current Visual Gun Detection Renewal Term, as the case may be. Notwithstanding the foregoing, this Visual Gun Detection Product Schedule will remain in effect and applicable to any Visual Gun Detection Software under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Visual Gun Detection Term in accordance with this Section.
(b) Evolv Visual Gun Detection - Upgrade. Unless provided otherwise in an Order Document, in the event that Customer (i) purchases the Visual Gun Detection Software and Express Products simultaneously; or (ii) is already under an Express Term, the Visual Gun Detection Initial Term shall be concurrent with such Express Term applicable to the Express Products, as defined in the Express Product Terms located at https://legal.evolvtechnology.com/customers.
3.2 Effect of Termination. Upon the termination of an Order Document, expiration of the Visual Gun Detection Term or termination of the General Terms (to the extent applicable), the rights granted to Customer for use of Visual Gun Detection Software under the applicable Order Document(s) will end, and Customer will immediately lose access to and lose use of such Visual Gun Detection Software.
4. Required Equipment.
Customer shall utilize its existing stand-alone video camera and surveillance systems (“Existing Equipment”) or purchase designated equipment from third parties as set forth in Exhibit A, attached hereto, to be used in conjunction with the Visual Gun Detection Software (collectively, “Required Equipment”). Such Required Equipment must meet the specifications defined in the Documentation. Customer acknowledges and agrees that Required Equipment that fails to meet such specifications may result in the Visual Gun Detection Software not operating as intended.
Customer is responsible for the operation and normal daily maintenance of the Required Equipment in connection with its ordinary course use (such as cleaning, proper location, proper environment, and causing the provision of proper utility, electrical and networking requirements). Evolv is not responsible and/or liable for any loss, theft, destruction of or damage to the Required Equipment.
Evolv, its authorized representatives, and/or Reseller (to the extent applicable) shall work with Customer to ensure that the Visual Gun Detection Software is installed on the Required Equipment.
5. Ownership
5.1 Ownership of Visual Gun Detection Software. As between Customer and Evolv, Evolv is the sole owner of the Visual Gun Detection Software and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Visual Gun Detection Software or associated Documentation to Customer except for the limited right to use the Visual Gun Detection Software and associated Documentation. The Visual Gun Detection Software is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Visual Gun Detection Software and related Documentation are to be accessed and used solely with or as part of the Visual Gun Detection Products in accordance with this Visual Gun Detection Product Schedule. Customer shall not: (A) decompile, disassemble, reverse engineer, decode, adapt or attempt to reconstruct, identify, gain access or discover any source code, underlying ideas, user interface techniques or algorithms of the Visual Gun Detection Software, in whole or in part, or disclose any of the foregoing; (B) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Visual Gun Detection Software except as expressly provided herein; (C) copy, modify, adapt, translate, incorporate into or with other software or service, or create a derivative work of any part of the Visual Gun Detection Software; or (D) attempt to circumvent any user limits, timing or use restrictions that are built into the Visual Gun Detection Software.
5.2 Ownership of Required Equipment. Unless otherwise stated in an Order Document, as between Customer and Evolv, Customer is the sole owner of the Required Equipment and Customer retains all right, title and ownership interest and intellectual property rights therein. The Agreement imparts no right, title, or ownership interest in the Required Equipment to Evolv except for the limited right to access the Required Equipment as set forth herein.
6. Visual Gun Detection Professional Services.
6.1 If Customer, pursuant to one or more Order Documents entered into by the Parties, subscribes to Professional Services relating to the Visual Gun Detection Software (the “Visual Gun Detection Professional Services”), the Visual Gun Detection Professional Services Schedule shall apply, and are published at https://legal.evolvtechnology.com/customers, as updated from time to time.
6.2 Limitations. Evolv reserves the right to suspend Customer’s access to the Visual Gun Detection Software and/or refuse to perform Visual Gun Detection Professional Services, if: (i) Customer has failed to use the Visual Gun Detection Software in accordance with Documentation, this Visual Gun Detection Product Schedule and/or other procedures that Evolv has made available to Customer or generally makes available; (ii) the Visual Gun Detection Software has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance (except for such Evolv authorized uses, evidenced in writing); (iii) Evolv or its authorized agents are not granted prompt reasonable access to the Visual Gun Detection Product location upon arrival to perform any Visual Gun Detection Professional Services; or (iv) Customer has not promptly notified Evolv and/or Reseller (to the extent applicable) of any maintenance or repair issues and the need for related Visual Gun Detection Professional Services and such maintenance or repair could have been avoided by Customer promptly notifying Evolv and/or Reseller (to the extent applicable).
7. Representations and Warranties; Disclaimers.
7.1 Customer Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms and/or ToU, Customer represents and warrants (i) it will use the Visual Gun Detection Software only at the Customer’s location(s) that are controlled by Customer and are agreed upon by the Parties in writing.
7.2 Evolv Representations and Warranties. Evolv represents and warrants that the Visual Gun Detection Software, provided it is deployed by Evolv, its authorized representatives or Omnilert, in accordance with the associated Documentation, will substantially conform to the current published version of such Documentation for one (1) year from the applicable Commencement Date (the “Visual Gun Detection Warranty”).
Customer’s sole and exclusive remedy, and Evolv’s sole liability, for breach of the Visual Gun Detection Warranty shall be for Evolv and/or Reseller (to the extent applicable) to perform maintenance and repair services as set forth in this Visual Gun Detection Product Schedule. The Visual Gun Detection Warranty will not apply to any Visual Gun Detection Software which Customer, or Customer’s agents, contractors or other Customer third-parties that interact with the Visual Gun Detection Software, has (i) failed to use in accordance with the Documentation; (ii) altered, except in accordance with Evolv’s written instructions; (iii) used in conjunction with another vendor’s products (except for uses authorized by Evolv in writing); or (iv) damaged by negligence, accident, abuse or misuse, which includes, but is not limited to, nonuse of a required accessory as detailed in the Documentation. Evolv shall not be responsible or liable in connection with the Visual Gun Detection Warranty or for any non-performance of maintenance and repair services by Omnilert.
Exhibit A
Visual Gun Detection Products
(a) Required Equipment: Purchased separately by Customer.
i. Analytics processing server(s)
ii. High-Resolution Network Security Cameras
iii. Recommended Android Tablet(s) (for Evolv Visual Gun Detection – Upgrade only)
iv. Available Accessories and Add-Ons
(b) Visual Gun Detection Software: The Evolv Visual Gun Detection™ Software is designed to give advanced warning when a gun is detected within view of the high-resolution network security cameras. It can be broadly deployed as a tool to reduce the threat of gun-related violence.
i. Omnilert’s Gun Detect video analytics software platform
ii. Evolv’s proprietary user interface and plugins
Visual Gun Detection Professional Services Schedule
Effective September 11th 2024
DownloadTable of Contents
PROFESSIONAL SERVICES SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Professional Services Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Professional Services Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to Visual Gun Detection Professional Services (as provided below), pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) Reseller. Capitalized terms not defined in this Visual Gun Detection Professional Services Schedule are as defined in the General Terms or the Service Terms.
Implementation Services. Evolv shall be responsible for providing the implementation services set forth herein (the “Implementation Services”).
Support Services. Evolv shall be responsible for providing support and maintenance of the Visual Gun Detection Software and/or or Required Equipment (to the extent purchased through Evolv) set forth herein during the Visual Gun Detection Term (the “Support Services”) as part of the Fees.
Other Visual Gun Detection Professional Services. To the extent set forth in an Order Document or other mutual written agreement, Evolv will provide additional Visual Gun Detection Professional Services for Visual Gun Detection Software in accordance with this Visual Gun Detection Professional Services Schedule and/or an Order Document, including, without limitation, installation, deployment and implementation support, and training.
1. Implementation Services
(a) Evolv will provide the following Implementation Services on a date or dates mutually agreed by the Parties (each, an “Implementation Date”). Evolv or its authorized representatives and contractors will implement the Visual Gun Detection Software pursuant to Evolv’s standard procedures, which may include, but are not limited to, the implementation procedures set forth below:
(i) Implementation includes an Evolv employee or authorized representative (i) confirming that the Visual Gun Detection Software is installed and configured, (ii) confirming that the Required Equipment are added into the Visual Gun Detection Software, and (iii) to the extent applicable, installing an app on the Required Equipment.
(ii) Evolv will provide Customer with advance notice of any items needed for implementation and Customer shall be responsible for installation of the Required Equipment prior to the Implementation Date.
(iii) If Customer cancels or requests a change to the Implementation Date within the 72 hours preceding the Implementation Date, Customer will be assessed a cancellation/change fee of $2,500.
(iv) At least two (2) weeks prior to the Implementation Date, Customer will identify to Evolv or its authorized representative, any special access or security requirements for performance of on-site Visual Gun Detection Professional Services.
(v) Customer will (a) provide a safe and adequate work environment, including sufficient space for the delivery of on-site Visual Gun Detection Professional Services, (b) ensure that the Required Equipment and all items necessary for implementation are available and located in the immediate area where implementation is planned, (c) ensure the Required Equipment is easily accessible without the need to move furniture and supplying hand carts, if needed, and (d) be responsible for removal of any trash and packing material associated with the Visual Gun Detection Product(s).
2. Support Services and Service Levels
(a) Definitions
(i) Authorized Representative means the third-party representative that Evolv has contracted to perform Support Services subject to the terms of this Agreement.
(ii) Issue(s) means any confirmed failure of the Visual Gun Detection Software which results in the Visual Gun Detection Software not performing in accordance with the applicable Documentation.
(iii) Named Contact means the administrator and backup administrator that serve as Evolv’s primary contact for Support Services. Customer is required to appoint at least one main administrator.
(iv) Response Time means the maximum period which may elapse between the time Evolv is notified and opens a case of an Issue and the time at which Evolv or Omnilert starts to address the Issue.
(v) Severity Level means the classification system for all Issues as defined in Section 5 below.
(vi) Updates means all subsequent general public releases of the Visual Gun Detection Software, excluding any value-added Visual Gun Detection Product features, functionalities, or capabilities that Evolv develops or creates and offers to existing and potential customers as additional subscription or purchasable add-ons to the Visual Gun Detection Software or Visual Gun Detection Professional Services.
(b) Support Services
(i) During the Term, Evolv will provide the following Support Services as part of the Fees, as applicable:
- Beginning on the Delivery Date, access to a progressive tiered customer support model on a 24x7x365 basis (including holidays).
- On-site dispatch of an Evolv employee or Authorized Representative and/or delivery of replacements parts to Customer as necessary to address an Issue.
- Updates to the Visual Gun Detection Software and related software bug fixes.
- Documentation and Documentation updates.
(ii) Evolv provides 24x7x365 access to its support service organization by phone, e-mail or the MyEvolv Portal:
- E-mail: support@evolvtechnology.com
- Telephone Support: +1 (833) 673-8658
(iii) Customer shall promptly notify Evolv following the discovery of an Issue. Customer shall assist Evolv in troubleshooting the reported Issue by (a) appointing and training the Named Contact(s), (b) unless an Issue prevents otherwise, have the system on and operational, and (c) providing all information reasonably requested by Evolv that may be necessary to deliver remote Visual Gun Detection Professional Services.
(iv) The Named Contact(s) will be trained by Evolv to provide first-line support to its internal users. Such training will include how to gather relevant system information including serial number and data logs to enable troubleshooting to commence; review of administrator features on the tablet; how to access the MyEvolv Portal; how to outreach to Evolv for technical support; and any other items to enable the Named Contact to run an initial troubleshooting of the Issue prior to reaching out to Evolv per section 4(a), if they have not already done so.
(v) Evolv will acknowledge a request for Support Services by logging a case, communicating the case ID to the Customer, and assigning a Severity Level commencement of remedial action.
(c) Service Levels
(i) Evolv will assign each Issue a severity level, based on the following criteria:
- Severity 1 (Critical) –Visual Gun Detection Product error causing a complete breakdown of the Visual Gun Detection Product, resulting in serious disruption/halt to Customer’s security screening process for which no reasonable and satisfactory work-around can promptly be put in place.
- Severity 2 (Medium) –Visual Gun Detection Product error causing disruption to Customer’s security screening process for which a reasonable and satisfactory work-around can be put in place.
- Severity 3 (Low) – General usage questions or cosmetic issues (e.g., programming or configuration related questions, questions relating to functionality, operability, or cosmetic problems).
(ii) Once Evolv has acknowledged the receipt of a service call and assigned a Severity Level, Evolv will (i) work to isolate, remotely troubleshoot, remedy, and work to resolve Severity Level 2 or Severity Level 3 Issues; and (ii) if a Severity Level 1 Issue, promptly notify Omnilert (to the extent required) and with Omnilert, as applicable, work to resolve the Issue. If Evolv and/or Omnilert is unable to perform remote diagnostics within the remote response times below, an Evolv representative, or Authorized Representative, may be deployed to perform onsite technical support per the on-site response times below.
(iii) Evolv and/or Omnilert (as applicable) will respond to the reported Issue(s) within the following response periods:
| Severity Level | Responsible Party | Remote Response Times | On-Site Response Times |
| Severity 1 | Evolv | < 60 Minutes | < 24 Hours |
| Severity 2 | Evolv | < 24 Hours | < 48 Hours |
| Severity 3 | Omnilert | < 2 Business Days | < 5 Business Days |
(iv) Visual Gun Detection Professional Services excludes (i) troubleshooting and/or Issue resolution by Evolv or Omnilert for any Issue caused by a violation of the limitations set forth in Section 6 of the Visual Gun Detection Product Schedule, and (ii) maintenance, training, preventive maintenance, servicing, repair, or replacement of parts for Required Equipment. Any Support Services provided due to the foregoing may be billed to Customer at standard Evolv time and material rates.
(d) Maintenance and Visual Gun Detection Software Updates
(i) During the Visual Gun Detection Term, Evolv and/or Omnilert may provide Updates to the Visual Gun Detection Software, if and when available, and such Updates are included as part of the Support Services. In order to be eligible, Customer is required to be on a currently supported version of the Visual Gun Detection Software. Evolv will provide Customer with reasonable prior notice of an Update, communicate any changes caused by the Update at the time of availability, and communicate a timeline for when Updates will be pushed for automatic application.
3. Standard Training
Evolv will provide the following training to Customer as part of the Fees:
- Training of Visual Gun Detection Software operators on the Implementation Date. This training shall be scheduled in parallel with the Implementation Date.
- Documentation and remote (live or on-demand) training on new Visual Gun Detection Software features, as part of an Update.
4. Other Visual Gun Detection Professional Services.
(a) Ad-Hoc Training. If Customer desires further training in addition to what is provided in Section 3 above, such training will be subject to additional Fees set forth in an Order Document.
5. Customer Responsibilities.
(a) Customer agrees to receive communications from Evolv via email, telephone, or other similar technical means regarding the Visual Gun Detection Software and Visual Gun Detection Professional Services (e.g., communications concerning support coverage, availability of new releases of the Visual Gun Detection Software and/or Visual Gun Detection Professional Services offerings or components, release notes, or training options).
Effective March 11th 2024 to September 11th 2024
DownloadTable of Contents
PROFESSIONAL SERVICES SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Professional Services Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Professional Services Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, and apply to your (“Customer”) subscription to Visual Gun Detection Professional Services (as provided below), pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) Reseller. Capitalized terms not defined in this Visual Gun Detection Professional Services Schedule are as defined in the General Terms or the Service Terms.
Implementation Services. Evolv shall be responsible for providing the implementation services set forth herein (the “Implementation Services”).
Support Services. Evolv shall be responsible for providing support and maintenance of the Visual Gun Detection Software set forth herein during the Visual Gun Detection Term (the “Support Services”) as part of the Fees.
Other Visual Gun Detection Professional Services. To the extent set forth in an Order Document or other mutual written agreement, Evolv will provide additional Visual Gun Detection Professional Services for Visual Gun Detection Software in accordance with this Visual Gun Detection Professional Services Schedule and/or an Order Document, including, without limitation, installation, deployment and implementation support, and training.
1. Implementation Services
(a) Evolv will provide the following Implementation Services on a date or dates mutually agreed by the Parties (each, an “Implementation Date”). Evolv or its authorized representatives and contractors will implement the Visual Gun Detection Software pursuant to Evolv’s standard procedures, which may include, but are not limited to, the implementation procedures set forth below:
(i) Implementation includes an Evolv employee or authorized representative (i) confirming that the Visual Gun Detection Software is installed and configured, (ii) confirming that the Required Equipment are added into the Visual Gun Detection Software, and (iii) to the extent applicable, installing an app on the Required Equipment.
(ii) Evolv will provide Customer with advance notice of any items needed for implementation and Customer shall be responsible for installation of the Required Equipment prior to the Implementation Date.
(iii) If Customer cancels or requests a change to the Implementation Date within the 72 hours preceding the Implementation Date, Customer will be assessed a cancellation/change fee of $2,500.
(iv) At least two (2) weeks prior to the Implementation Date, Customer will identify to Evolv or its authorized representative, any special access or security requirements for performance of on-site Visual Gun Detection Professional Services.
(v) Customer will (a) provide a safe and adequate work environment, including sufficient space for the delivery of on-site Visual Gun Detection Professional Services, (b) ensure that the Required Equipment and all items necessary for implementation are available and located in the immediate area where implementation is planned, (c) ensure the Required Equipment is easily accessible without the need to move furniture and supplying hand carts, if needed, and (d) be responsible for removal of any trash and packing material associated with the Visual Gun Detection Product(s).
2. Support Services and Service Levels
(a) Definitions
(i) Authorized Representative means the third-party representative that Evolv has contracted to perform Support Services subject to the terms of this Agreement.
(ii) Issue(s) means any confirmed failure of the Visual Gun Detection Software which results in the Visual Gun Detection Software not performing in accordance with the applicable Documentation.
(iii) Named Contact means the administrator and backup administrator that serve as Evolv’s primary contact for Support Services. Customer is required to appoint at least one main administrator.
(iv) Response Time means the maximum period which may elapse between the time Evolv is notified and opens a case of an Issue and the time at which Evolv or Omnilert starts to address the Issue.
(v) Severity Level means the classification system for all Issues as defined in Section 5 below.
(vi) Updates means all subsequent general public releases of the Visual Gun Detection Software, excluding any value-added Visual Gun Detection Product features, functionalities, or capabilities that Evolv develops or creates and offers to existing and potential customers as additional subscription or purchasable add-ons to the Visual Gun Detection Software or Visual Gun Detection Professional Services.
(b) Support Services
(i) During the Term, Evolv will provide the following Support Services as part of the Fees, as applicable:
- Beginning on the Delivery Date, access to a progressive tiered customer support model on a 24x7x365 basis (including holidays).
- On-site dispatch of an Evolv employee or Authorized Representative and/or delivery of replacements parts to Customer as necessary to address an Issue.
- Updates to the Visual Gun Detection Software and related software bug fixes.
- Documentation and Documentation updates.
(ii) Evolv provides 24x7x365 access to its support service organization by phone, e-mail or the MyEvolv Portal:
- E-mail: support@evolvtechnology.com
- Telephone Support: +1 (833) 673-8658
(iii) Customer shall promptly notify Evolv following the discovery of an Issue. Customer shall assist Evolv in troubleshooting the reported Issue by (a) appointing and training the Named Contact(s), (b) unless an Issue prevents otherwise, have the system on and operational, and (c) providing all information reasonably requested by Evolv that may be necessary to deliver remote Visual Gun Detection Professional Services.
(iv) The Named Contact(s) will be trained by Evolv to provide first-line support to its internal users. Such training will include how to gather relevant system information including serial number and data logs to enable troubleshooting to commence; review of administrator features on the tablet; how to access the MyEvolv Portal; how to outreach to Evolv for technical support; and any other items to enable the Named Contact to run an initial troubleshooting of the Issue prior to reaching out to Evolv per section 4(a), if they have not already done so.
(v) Evolv will acknowledge a request for Support Services by logging a case, communicating the case ID to the Customer, and assigning a Severity Level commencement of remedial action.
(c) Service Levels
(i) Evolv will assign each Issue a severity level, based on the following criteria:
- Severity 1 (Critical) –Visual Gun Detection Product error causing a complete breakdown of the Visual Gun Detection Product, resulting in serious disruption/halt to Customer’s security screening process for which no reasonable and satisfactory work-around can promptly be put in place.
- Severity 2 (Medium) –Visual Gun Detection Product error causing disruption to Customer’s security screening process for which a reasonable and satisfactory work-around can be put in place.
- Severity 3 (Low) – General usage questions or cosmetic issues (e.g., programming or configuration related questions, questions relating to functionality, operability, or cosmetic problems).
(ii) Once Evolv has acknowledged the receipt of a service call and assigned a Severity Level, Evolv will (i) work to isolate, remotely troubleshoot, remedy, and work to resolve Severity Level 2 or Severity Level 3 Issues; and (ii) if a Severity Level 1 Issue, promptly notify Omnilert (to the extent required) and with Omnilert, as applicable, work to resolve the Issue. If Evolv and/or Omnilert is unable to perform remote diagnostics within the remote response times below, an Evolv representative, or Authorized Representative, may be deployed to perform onsite technical support per the on-site response times below.
(iii) Evolv and/or Omnilert (as applicable) will respond to the reported Issue(s) within the following response periods:
| Severity Level | Responsible Party | Remote Response Times | On-Site Response Times |
| Severity 1 | Evolv | < 60 Minutes | < 24 Hours |
| Severity 2 | Evolv | < 24 Hours | < 48 Hours |
| Severity 3 | Omnilert | < 2 Business Days | < 5 Business Days |
(iv) Visual Gun Detection Professional Services excludes (i) troubleshooting and/or Issue resolution by Evolv or Omnilert for any Issue caused by a violation of the limitations set forth in Section 6 of the Visual Gun Detection Product Schedule, and (ii) maintenance, training, preventive maintenance, servicing, repair, or replacement of parts for Required Equipment. Any Support Services provided due to the foregoing may be billed to Customer at standard Evolv time and material rates.
(d) Maintenance and Visual Gun Detection Software Updates
(i) During the Visual Gun Detection Term, Evolv and/or Omnilert may provide Updates to the Visual Gun Detection Software, if and when available, and such Updates are included as part of the Support Services. In order to be eligible, Customer is required to be on a currently supported version of the Visual Gun Detection Software. Evolv will provide Customer with reasonable prior notice of an Update, communicate any changes caused by the Update at the time of availability, and communicate a timeline for when Updates will be pushed for automatic application.
3. Standard Training
Evolv will provide the following training to Customer as part of the Fees:
- Training of Visual Gun Detection Software operators on the Implementation Date. This training shall be scheduled in parallel with the Implementation Date.
- Documentation and remote (live or on-demand) training on new Visual Gun Detection Software features, as part of an Update.
4. Other Visual Gun Detection Professional Services.
(a) Ad-Hoc Training. If Customer desires further training in addition to what is provided in Section 3 above, such training will be subject to additional Fees set forth in an Order Document.
5. Customer Responsibilities.
(a) Customer agrees to receive communications from Evolv via email, telephone, or other similar technical means regarding the Visual Gun Detection Software and Visual Gun Detection Professional Services (e.g., communications concerning support coverage, availability of new releases of the Visual Gun Detection Software and/or Visual Gun Detection Professional Services offerings or components, release notes, or training options).
Effective February 5th 2024 to March 11th 2024
DownloadTable of Contents
PROFESSIONAL SERVICES SCHEDULE
FOR
EVOLV VISUAL GUN DETECTION™
This Professional Services Schedule for Evolv Visual Gun Detection™ (the “Visual Gun Detection Professional Services Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) and/or the Terms of Use (the “ToU”), to the extent applicable, and apply to your (“Customer”) subscription to Visual Gun Detection Professional Services (as provided below), pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) Reseller. Capitalized terms not defined in this Visual Gun Detection Professional Services Schedule are as defined in the General Terms and/or the ToU.
Implementation Services. Evolv shall be responsible for providing the implementation services set forth herein (the “Implementation Services”).
Support Services. Evolv shall be responsible for providing support and maintenance of the Visual Gun Detection Software set forth herein during the Visual Gun Detection Term (the “Support Services”) as part of the Fees.
Other Visual Gun Detection Professional Services. To the extent set forth in an Order Document or other mutual written agreement, Evolv will provide additional Visual Gun Detection Professional Services for Visual Gun Detection Software in accordance with this Visual Gun Detection Professional Services Schedule and/or an Order Document, including, without limitation, installation, deployment and implementation support, and training.
1. Implementation Services
(a) Evolv will provide the following Implementation Services on a date or dates mutually agreed by the Parties (each, an “Implementation Date”). Evolv or its authorized representatives and contractors will implement the Visual Gun Detection Software pursuant to Evolv’s standard procedures, which may include, but are not limited to, the implementation procedures set forth below:
(i) Implementation includes an Evolv employee or authorized representative (i) confirming that the Visual Gun Detection Software is installed and configured, (ii) confirming that the Required Equipment are added into the Visual Gun Detection Software, and (iii) to the extent applicable, installing an app on the Required Equipment.
(ii) Evolv will provide Customer with advance notice of any items needed for implementation and Customer shall be responsible for installation of the Required Equipment prior to the Implementation Date.
(iii) If Customer cancels or requests a change to the Implementation Date within the 72 hours preceding the Implementation Date, Customer will be assessed a cancellation/change fee of $2,500.
(iv) At least two (2) weeks prior to the Implementation Date, Customer will identify to Evolv or its authorized representative, any special access or security requirements for performance of on-site Visual Gun Detection Professional Services.
(v) Customer will (a) provide a safe and adequate work environment, including sufficient space for the delivery of on-site Visual Gun Detection Professional Services, (b) ensure that the Required Equipment and all items necessary for implementation are available and located in the immediate area where implementation is planned, (c) ensure the Required Equipment is easily accessible without the need to move furniture and supplying hand carts, if needed, and (d) be responsible for removal of any trash and packing material associated with the Visual Gun Detection Product(s).
2. Support Services and Service Levels
(a) Definitions
(i) Authorized Representative means the third-party representative that Evolv has contracted to perform Support Services subject to the terms of this Agreement.
(ii) Issue(s) means any confirmed failure of the Visual Gun Detection Software which results in the Visual Gun Detection Software not performing in accordance with the applicable Documentation.
(iii) Named Contact means the administrator and backup administrator that serve as Evolv’s primary contact for Support Services. Customer is required to appoint at least one main administrator.
(iv) Response Time means the maximum period which may elapse between the time Evolv is notified and opens a case of an Issue and the time at which Evolv or Omnilert starts to address the Issue.
(v) Severity Level means the classification system for all Issues as defined in Section 5 below.
(vi) Updates means all subsequent general public releases of the Visual Gun Detection Software, excluding any value-added Visual Gun Detection Product features, functionalities, or capabilities that Evolv develops or creates and offers to existing and potential customers as additional subscription or purchasable add-ons to the Visual Gun Detection Software or Visual Gun Detection Professional Services.
(b) Support Services
(i) During the Term, Evolv will provide the following Support Services as part of the Fees, as applicable:
- Beginning on the Delivery Date, access to a progressive tiered customer support model on a 24x7x365 basis (including holidays).
- On-site dispatch of an Evolv employee or Authorized Representative and/or delivery of replacements parts to Customer as necessary to address an Issue.
- Updates to the Visual Gun Detection Software and related software bug fixes.
- Documentation and Documentation updates.
(ii) Evolv provides 24x7x365 access to its support service organization by phone, e-mail or the MyEvolv Portal:
- E-mail: support@evolvtechnology.com
- Telephone Support: +1 (833) 673-8658
(iii) Customer shall promptly notify Evolv following the discovery of an Issue. Customer shall assist Evolv in troubleshooting the reported Issue by (a) appointing and training the Named Contact(s), (b) unless an Issue prevents otherwise, have the system on and operational, and (c) providing all information reasonably requested by Evolv that may be necessary to deliver remote Visual Gun Detection Professional Services.
(iv) The Named Contact(s) will be trained by Evolv to provide first-line support to its internal users. Such training will include how to gather relevant system information including serial number and data logs to enable troubleshooting to commence; review of administrator features on the tablet; how to access the MyEvolv Portal; how to outreach to Evolv for technical support; and any other items to enable the Named Contact to run an initial troubleshooting of the Issue prior to reaching out to Evolv per section 4(a), if they have not already done so.
(v) Evolv will acknowledge a request for Support Services by logging a case, communicating the case ID to the Customer, and assigning a Severity Level commencement of remedial action.
(c) Service Levels
(i) Evolv will assign each Issue a severity level, based on the following criteria:
- Severity 1 (Critical) –Visual Gun Detection Product error causing a complete breakdown of the Visual Gun Detection Product, resulting in serious disruption/halt to Customer’s security screening process for which no reasonable and satisfactory work-around can promptly be put in place.
- Severity 2 (Medium) –Visual Gun Detection Product error causing disruption to Customer’s security screening process for which a reasonable and satisfactory work-around can be put in place.
- Severity 3 (Low) – General usage questions or cosmetic issues (e.g., programming or configuration related questions, questions relating to functionality, operability, or cosmetic problems).
(ii) Once Evolv has acknowledged the receipt of a service call and assigned a Severity Level, Evolv will (i) work to isolate, remotely troubleshoot, remedy, and work to resolve Severity Level 2 or Severity Level 3 Issues; and (ii) if a Severity Level 1 Issue, promptly notify Omnilert (to the extent required) and with Omnilert, as applicable, work to resolve the Issue. If Evolv and/or Omnilert is unable to perform remote diagnostics within the remote response times below, an Evolv representative, or Authorized Representative, may be deployed to perform onsite technical support per the on-site response times below.
(iii) Evolv and/or Omnilert (as applicable) will respond to the reported Issue(s) within the following response periods:
Severity Level | Responsible Party | Remote Response Times | On-Site Response Times |
Severity 1 | Evolv | < 60 Minutes | < 24 Hours |
Severity 2 | Evolv | < 24 Hours | < 48 Hours |
Severity 3 | Omnilert | < 2 Business Days | < 5 Business Days |
(iv) Visual Gun Detection Professional Services excludes (i) troubleshooting and/or Issue resolution by Evolv or Omnilert for any Issue caused by a violation of the limitations set forth in Section 6 of the Visual Gun Detection Product Schedule, and (ii) maintenance, training, preventive maintenance, servicing, repair, or replacement of parts for Required Equipment. Any Support Services provided due to the foregoing may be billed to Customer at standard Evolv time and material rates.
(d) Maintenance and Visual Gun Detection Software Updates
(i) During the Visual Gun Detection Term, Evolv and/or Omnilert may provide Updates to the Visual Gun Detection Software, if and when available, and such Updates are included as part of the Support Services. In order to be eligible, Customer is required to be on a currently supported version of the Visual Gun Detection Software. Evolv will provide Customer with reasonable prior notice of an Update, communicate any changes caused by the Update at the time of availability, and communicate a timeline for when Updates will be pushed for automatic application.
3. Standard Training
Evolv will provide the following training to Customer as part of the Fees:
- Training of Visual Gun Detection Software operators on the Implementation Date. This training shall be scheduled in parallel with the Implementation Date.
- Documentation and remote (live or on-demand) training on new Visual Gun Detection Software features, as part of an Update.
4. Other Visual Gun Detection Professional Services.
(a) Ad-Hoc Training. If Customer desires further training in addition to what is provided in Section 3 above, such training will be subject to additional Fees set forth in an Order Document.
5. Customer Responsibilities.
(a) Customer agrees to receive communications from Evolv via email, telephone, or other similar technical means regarding the Visual Gun Detection Software and Visual Gun Detection Professional Services (e.g., communications concerning support coverage, availability of new releases of the Visual Gun Detection Software and/or Visual Gun Detection Professional Services offerings or components, release notes, or training options).
Evolv Eva Product Schedule
Effective September 17th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
Evolv EVA™
This Product Schedule for Evolv Eva™ (the “Eva Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”) for Evolv Products, to the extent applicable, and apply to your (“Customer”) subscription to and use of Eva Application (as defined below). Capitalized terms not defined in this Eva Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The Evolv Eva Application (“Eva Application”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Eva Product Schedule, and all associated Documentation, during the Eva Term (as defined below) the Eva Application shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”).
2. Fees; True-Up.
2.1 Fees. Fees for the Eva Application purchased by Customer directly from Evolv will begin accruing on the date that Customer is sent an email notification it can access the Eva Application (the “Activation Date”).
2.2 True-Up. During the Eva Term, Evolv shall be entitled to perform a “true-up” reconciliation of usage. Customer may request and Evolv shall provide a written report of such reconciliation and, to the extent applicable, Customer shall, within thirty (30) days of Evolv advising Customer of the “true-up” reconciliation, either remove any overages or execute an additional Order Document. The additional Order Document will be prorated to the end of the Eva Term and based on annual prices net any applicable discounts.
3. License Grant, Restrictions and Suspension.
3.1 License Grant. Subject to and conditioned upon Customer’s payment of Fees and Customer’s compliance with the Agreement, Evolv hereby grants Customer a limited, non-exclusive, non-sublicensable (except to End Users, as defined below), non-transferable license during the Eva Term and solely by and through its employees, staff and constituents (“End Users”), the quantity of which shall not exceed the number of licenses identified in the applicable Order Document(s), to download, install, access, stream, and use the Eva Application on Customer’s and End Users’ Mobile Device(s) (as defined in Section 5), strictly in accordance with the Agreement and Documentation.
3.2 License Restrictions. Customer shall not: (A) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Eva Application, except as expressly provided herein or otherwise make available the Eva Application, or any features or functionality of the Eva Application, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service, provided that notwithstanding the foregoing, Customer may sublicense its allotment of licenses pursuant to Order Documents to its End Users; (B) copy, modify, adapt, translate, incorporate into or with another Application or service in whole or in part, or create a derivative work of any part of the Eva Application, provided that Customer may incorporate the Eva Application into or with another Application or service with Evolv’s prior written consent; (C) attempt to circumvent any user limits, timing or use restrictions that are built into the Eva Application; (D) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Eva Application, including any copy thereof; (E) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (F) publicly display, publicly perform, republish, download, store, or transmit any of the material on the Eva Application; (G) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Eva Application; and (H) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
3.3 License Suspension. Evolv reserves the right to suspend Customer’s access to the Eva Application if: (a) Customer fails to make payments when due and has failed to cure such non-payment within ten (10) days of Evolv giving Customer a written notice of non-payment; (b) Customer and/or any of its End Users has failed to use the Eva Application in accordance with this Agreement; or (c) the Eva Application has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance, integration or customization (except for such Evolv authorized uses, as approved in writing by Evolv).
4. Term; Termination; Effect of Termination.
4.1 Term. Unless provided otherwise in an Order Document, the initial term for the Eva Application will commence on the Activation Date and end upon the one (1) year anniversary of the Activation Date (the “Eva Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Eva Initial Term, this Eva Product Schedule will automatically renew for additional one (1) year periods (each a “Eva Renewal Term” and together with the Eva Initial Term, the “Eva Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Eva Initial Term or then-current Eva Renewal Term, as the case may be. Notwithstanding the foregoing, this Eva Product Schedule will remain in effect and applicable to any Eva Application under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Eva Term in accordance with this Section.
4.2 Termination. In addition to the termination remedies provided in the General Terms and/or Service Terms, Evolv may terminate applicable Order Document(s) at any time by giving thirty (30) days prior written notice to Customer, if Evolv ceases to support the Eva Application, which Evolv may do in its sole discretion. In the event of termination pursuant to this Section 4.2, Evolv shall issue a pro-rata refund to Customer, to the extent applicable.
4.3 Effect of Termination Upon the termination of an applicable Order Document, expiration of the Eva Term, or termination of the Agreement, the rights granted to Customer and its End Users for use of Eva Application under the applicable Order Document(s) will end, and Customer and its End Users will immediately lose access to and use of such Eva Application.
5. Mobile Device. Customer shall, and cause End Users to, provide a mobile phone device owned or otherwise controlled by Customer and/or End Users and connected to a functioning cellular service, with active and adequate Wi-Fi, cellular data, voice, video, photograph and location data capabilities enabled (collectively, a “Mobile Device”), to be used in conjunction with the Eva Application and in compliance with the Documentation. Customer acknowledges and agrees that any Mobile Device that fails to comply with the Documentation may result in the Eva Application not operating as intended. Evolv is not responsible or liable for any loss, theft, destruction of, or damage to a Mobile Device.
6. Ownership. As between Customer and Evolv, Evolv is the sole owner of the Eva Application and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Eva Application or associated Documentation to Customer except for the limited right to use the Eva Application and associated Documentation in accordance with the Agreement. The Eva Application is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Eva Application and related Documentation are to be accessed and used solely in accordance with this Eva Product Schedule.
7. Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms (as the case may be), Customer represents and warrants it will only grant sublicenses to its End Users.
8. Export Regulation. The Eva Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Eva Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Eva Application available outside the US.
9. Updates. Evolv may from time to time in its sole discretion develop and provide the Eva Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer agrees that Evolv has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the Mobile Device settings, when Customer’s and its End Users Mobile Device is connected to the internet either: (a) the Eva Application will automatically download and install all available Updates; or (b) Customer and its End Users may receive notice of or be prompted to download and install available Updates. Customer and its End Users shall promptly download and install all Updates and acknowledge and agree that the Eva Application or portions thereof may not properly operate should you fail to do so. Customer and its End Users further agree that all Updates will be deemed part of the Eva Application and be subject to all terms and conditions of the Agreement.
Exhibit A
Eva Application
Eva Application: The Evolv Eva™ Application is designed to provide on-the-go security tools to improve personal safety before an incident occurs through live agent assistance, check-in functionality and other safety services. The Eva Application consists of:
- The downloadable Evolv Eva application;
- Evolv training videos for Eva Application.
Effective September 17th 2024 to September 17th 2024
DownloadTable of Contents
PRODUCT SCHEDULE
FOR
Evolv EVA™
This Product Schedule for Evolv Eva™ (the “Eva Product Schedule”) is a part of and incorporated into the Customer General Terms (“General Terms”) or the Service Terms for Evolv Products (the “Service Terms”) for Evolv Products, to the extent applicable, and apply to your (“Customer”) subscription to and use of Eva Application (as defined below). Capitalized terms not defined in this Eva Product Schedule are as defined in the General Terms or the Service Terms.
1. Product Description. The Evolv Eva Application (“Eva Application”) available to Customer are described on Exhibit A hereto. Subject to Customer’s compliance with the General Terms or the Service Terms, this Eva Product Schedule, and all associated Documentation, during the Eva Term (as defined below) the Eva Application shall be provided to Customer pursuant to one or more Order Documents entered into by Customer and (i) Evolv, or (ii) an authorized reseller of Evolv Products (“Reseller”).
2. Fees; True-Up.
2.1 Fees. Fees for the Eva Application purchased by Customer directly from Evolv will begin accruing on the date that Customer is sent an email notification it can access the Eva Application (the “Activation Date”).
2.2 True-Up. During the Eva Term, Evolv shall be entitled to perform a “true-up” reconciliation of usage. Customer may request and Evolv shall provide a written report of such reconciliation and, to the extent applicable, Customer shall, within thirty (30) days of Evolv advising Customer of the “true-up” reconciliation, either remove any overages or execute an additional Order Document. The additional Order Document will be prorated to the end of the Eva Term and based on annual prices net any applicable discounts.
3. License Grant, Restrictions and Suspension.
3.1 License Grant. Subject to and conditioned upon Customer’s payment of Fees and Customer’s compliance with the Agreement, Evolv hereby grants Customer a limited, non-exclusive, non-sublicensable (except to End Users, as defined below), non-transferable license during the Eva Term and solely by and through its employees, staff and constituents (“End Users”), the quantity of which shall not exceed the number of licenses identified in the applicable Order Document(s), to download, install, access, stream, and use the Eva Application on Customer’s and End Users’ Mobile Device(s) (as defined in Section 5), strictly in accordance with the Agreement and Documentation.
3.2 License Restrictions. Customer shall not: (A) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use the Eva Application, except as expressly provided herein or otherwise make available the Eva Application, or any features or functionality of the Eva Application, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service, provided that notwithstanding the foregoing, Customer may sublicense its allotment of licenses pursuant to Order Documents to its End Users; (B) copy, modify, adapt, translate, incorporate into or with another Application or service in whole or in part, or create a derivative work of any part of the Eva Application, provided that Customer may incorporate the Eva Application into or with another Application or service with Evolv’s prior written consent; (C) attempt to circumvent any user limits, timing or use restrictions that are built into the Eva Application; (D) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Eva Application, including any copy thereof; (E) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (F) publicly display, publicly perform, republish, download, store, or transmit any of the material on the Eva Application; (G) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Eva Application; and (H) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
3.3 License Suspension. Evolv reserves the right to suspend Customer’s access to the Eva Application if: (a) Customer fails to make payments when due and has failed to cure such non-payment within ten (10) days of Evolv giving Customer a written notice of non-payment; (b) Customer and/or any of its End Users has failed to use the Eva Application in accordance with this Agreement; or (c) the Eva Application has been used in conjunction with another customer’s or vendor’s products resulting in the need for maintenance, integration or customization (except for such Evolv authorized uses, as approved in writing by Evolv).
4. Term; Termination; Effect of Termination.
4.1 Term. Unless provided otherwise in an Order Document, the initial term for the Eva Application will commence on the Activation Date and end upon the one (1) year anniversary of the Activation Date (the “Eva Initial Term”), unless earlier terminated in accordance with the General Terms (to the extent applicable). Upon expiration of the Eva Initial Term, this Eva Product Schedule will automatically renew for additional one (1) year periods (each a “Eva Renewal Term” and together with the Eva Initial Term, the “Eva Term”), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the Eva Initial Term or then-current Eva Renewal Term, as the case may be. Notwithstanding the foregoing, this Eva Product Schedule will remain in effect and applicable to any Eva Application under an Order Document that has not yet expired or terminated as of the time of the expiration or termination of the Eva Term in accordance with this Section.
4.2 Termination. In addition to the termination remedies provided in the General Terms and/or Service Terms, Evolv may terminate applicable Order Document(s) at any time by giving thirty (30) days prior written notice to Customer, if Evolv ceases to support the Eva Application, which Evolv may do in its sole discretion. In the event of termination pursuant to this Section 4.2, Evolv shall issue a pro-rata refund to Customer, to the extent applicable.
4.3 Effect of Termination Upon the termination of an applicable Order Document, expiration of the Eva Term, or termination of the Agreement, the rights granted to Customer and its End Users for use of Eva Application under the applicable Order Document(s) will end, and Customer and its End Users will immediately lose access to and use of such Eva Application.
5. Mobile Device. Customer shall, and cause End Users to, provide a mobile phone device owned or otherwise controlled by Customer and/or End Users and connected to a functioning cellular service, with active and adequate Wi-Fi, cellular data, voice, video, photograph and location data capabilities enabled (collectively, a “Mobile Device”), to be used in conjunction with the Eva Application and in compliance with the Documentation. Customer acknowledges and agrees that any Mobile Device that fails to comply with the Documentation may result in the Eva Application not operating as intended. Evolv is not responsible or liable for any loss, theft, destruction of, or damage to a Mobile Device.
6. Ownership. As between Customer and Evolv, Evolv is the sole owner of the Eva Application and any associated Documentation and Evolv retains all right, title and ownership interest therein, including to all enhancements, upgrades, updates, modifications, corrections, derivatives, integrations related thereto and all intellectual property rights in the foregoing. The Agreement imparts no right, title, or ownership interest in the Eva Application or associated Documentation to Customer except for the limited right to use the Eva Application and associated Documentation in accordance with the Agreement. The Eva Application is protected by copyright, trade secret and other laws and international treaty provisions, and Evolv reserves all rights. The Eva Application and related Documentation are to be accessed and used solely in accordance with this Eva Product Schedule.
7. Representations and Warranties. In addition to and cumulative of the representations and warranties in the General Terms or the Service Terms (as the case may be), Customer represents and warrants it will only grant sublicenses to its End Users.
8. Export Regulation. The Eva Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Eva Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Eva Application available outside the US.
9. Updates. Evolv may from time to time in its sole discretion develop and provide the Eva Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer agrees that Evolv has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the Mobile Device settings, when Customer’s and its End Users Mobile Device is connected to the internet either: (a) the Eva Application will automatically download and install all available Updates; or (b) Customer and its End Users may receive notice of or be prompted to download and install available Updates. Customer and its End Users shall promptly download and install all Updates and acknowledge and agree that the Eva Application or portions thereof may not properly operate should you fail to do so. Customer and its End Users further agree that all Updates will be deemed part of the Eva Application and be subject to all terms and conditions of the Agreement.
Exhibit A
Eva Application
Eva Application: The Evolv Eva™ Application is designed to provide on-the-go security tools to improve personal safety before an incident occurs through live agent assistance, check-in functionality and other safety services. The Eva Application consists of:
- The downloadable Evolv Eva application;
- Evolv training videos for Eva Application.
Data Processing Addendum
Effective March 11th 2024
DownloadTable of Contents
Data Processing Addendum
This Data Processing Addendum (the “DPA”) forms part of the Customer General Terms or the Service Terms for Evolv Products (the “Service Terms”), to the extent applicable, between you (“Customer”) and Evolv Technologies, Inc. (“Evolv”).
This DPA is incorporated into the Agreement between Evolv and Customer and applies to Evolv’s Processing of Personal Data in connection with Evolv’s provision of the Products and related Professional Services (to the extent applicable) to Customer. In the event of any inconsistency between the DPA and the Agreement as to Evolv’s Processing of Personal Data, the DPA shall control.
For purposes of this DPA, the following terms and those defined within the body of this DPA apply.
1. DEFINITONS
1.1 In this DPA, the terms "Personal Data", "Controller", "Processor", "Data Subject", "Process" and "Supervisory Authority" shall have the same meaning as set out in applicable Data Protection Laws with the same or equivalent terms, and the following words and expressions shall have the following meanings unless the context otherwise requires.
1.2 "Customer Personal Data" means the Personal Data described in Annex 1 of Schedule 1, and any other Personal Data that Evolv Processes on behalf of Customer in connection with Evolv's provision of the Services.
1.3 "Data Protection Laws" means all applicable laws, rules and regulations relating to the Processing of Personal Data as amended, repealed, consolidated or replaced from time to time.
1.4 "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Personal Data by Evolv that compromises the security, confidentiality or integrity of such Customer Personal Data.
1.5 "Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data annexed to European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
1.6 "Subprocessor" means any Processor engaged by Evolv to Process Customer Personal Data on Evolv’s behalf.
1.7 "Third Country" means any country outside of a country in which the Data Protection Laws restrict transfers of Personal Data to destinations outside of that country, except where the Data Protection Laws and applicable regulatory authorities of the originating country adopted an adequacy decision regarding the Data Protection Laws of the destination country such that transfers of Personal Data to that destination country are not restricted.
1.8 “UK Addendum” means United Kingdom (“UK”) Information Commissioner’s (“ICO”) International Data Transfer Addendum to the EU Commission Standard Contractual Clauses Version B1.0 in force 21 March 2022.
Capitalized terms used in this DPA and not defined above shall have the meaning set forth in the Agreement.
2. DATA PROCESSING
2.1 Evolv will only Process Customer Personal Data in accordance with the Agreement and any Order Document, to the extent necessary to provide the Professional Services and/or Software (collectively, “Services”) to Customer, and Customer's written instructions, including with respect to transfers of Customer Personal Data, unless Processing is required by applicable Data Protection Laws, in which case Evolv shall, to the extent permitted by applicable law, inform Customer of that legal requirement before so Processing that Customer Personal Data. Evolv shall not Process Customer Personal Data outside of the direct business relationship between Customer and Evolv. Evolv shall not ‘sell’ or ‘share’ (as such terms may be specifically defined in applicable Data Protection Laws) Customer Personal Data. To the extent required by applicable Data Protection Laws, Evolv certifies that it understands the foregoing restrictions and will comply with them. The Agreement, DPA, and any Order Document (subject to any changes to the Services) shall be Customer's complete and final instructions to Evolv in relation to the Processing of Customer Personal Data. Processing outside the scope of the foregoing will require prior written agreement between Customer and Evolv on additional instructions for Processing and may be subject to additional fees. As part of the Services, and in compliance with Data Protection Law, Evolv may Process certain Customer Personal Data of select customers to optimize and improve the Service.
2.2 Customer shall provide all applicable notices to Data Subjects required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Evolv in accordance with the Agreement, including notices for capturing images of Data Subjects. Customer shall obtain and maintain throughout the term of the Agreement any required consents and/or authorizations related to its provision of, and Evolv’s processing of, Customer Personal Data as part of the Services, including for capturing images of Data Subjects. If Customer is not required by Data Protection Laws to obtain and maintain valid consent from Data Subjects, Customer will otherwise obtain and maintain a valid legal basis in accordance with Data Protection Laws to Process Customer Personal Data and for providing such data to Evolv for Processing under the Agreement.
2.3 For the avoidance of doubt, Customer’s instructions for the processing of Customer Personal Data shall comply with the Data Protection Laws. Customer acknowledges that Evolv is reliant on Customer for direction as to the extent to which Evolv is entitled to use and Process Customer Personal Data. Consequently, Evolv will not be liable for any claim brought against Customer by a Data Subject arising from any act or omission by Evolv to the extent that such act or omission resulted from Customer's instructions or Customer's use of the Services.
2.4 Unless set forth in an Order Document, Customer Data may not include any sensitive or special data that imposes specific data security or data protection obligations on Evolv in addition to or different from those specified in the Documentation or which are not provided as part of the Services.
2.5 If applicable Data Protection Laws recognize the roles of Controller and Processor as applied to Customer Personal Data then, as between Customer and Evolv, Customer acts as Controller and Evolv acts as a Processor (or subprocessor, as the case may be) of Customer Personal Data.
2.6 As required by applicable Data Protection Laws, if Evolv believes any Customer instructions to Process Customer Personal Data will violate applicable Data Protection Laws, or if applicable Data Protection Laws require Evolv to process Customer Personal Data relating to data subjects in a way that does not comply with Customer’s documented instructions, Evolv shall notify Customer in writing, unless applicable Data Protection Laws prohibit such notification, provided Evolv is not responsible for performing legal research or providing legal advice to Customer.
2.7 Evolv shall Process Customer Personal Data for the duration of the provision of Services in accordance with the Agreement and thereafter only as set forth in the Agreement and this DPA.
2.8 Each Party will comply with Data Protection Laws applicable to such Party in connection with the Agreement and this DPA.
3. SUBPROCESSORS
3.1 Consent to Subprocessor Engagement. Customer generally authorizes the engagement of third parties as Subprocessors. For the avoidance of doubt, this authorization constitutes Customer’s prior written consent to the subprocessing of Customer Personal Data for purposes of Clause 9, Option 2 of the Standard Contractual Clauses and any similar requirements of other data transfer mechanisms.
3.2 Information about Subprocessors. A current list of Subprocessors is available at https://learn.evolvtechnology.com/express-subprocesser-list ("Subprocessor List"), and may be updated by Evolv from time to time in accordance with this DPA. Customer may sign up to receive notices of additions to the Subprocessor List by completing the email sign-up process on the Subprocessor List web page referenced above.
3.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Evolv will:
(a) execute with Subprocessors a written agreement providing:
(i) the Subprocessor only Processes Customer Personal Data to the extent required to perform the obligations subcontracted to it and does so in accordance with the Agreement and this DPA; and
(ii) the Subprocessor utilize the same level of data protection and security with regard to its Processing of Customer Personal Data as are described in this DPA.
(b) be responsible for the Subprocessor’s violations of this DPA or Data Protection Laws in relation to the services such Subprocessor provides to Evolv to the extent Evolv would be liable for the same violations under the terms of the Agreement.
3.4 Opportunity to Object to Subprocessor Changes. Customer may, on reasonable and objective grounds, object to Evolv's use of a new Subprocessor by providing Evolv with written notice within fifteen (15) days after Evolv has provided notice to Customer as described herein with documentary evidence that reasonably shows that the Subprocessor does not or cannot comply with the requirements in this DPA or Data Protection Laws ("Objection"). In the event of an Objection, Customer and Evolv will work together in good faith to find a mutually acceptable resolution to address such Objection, including but not limited to reviewing additional documentation supporting the Subprocessor’s compliance with the DPA or Data Protection Laws. To the extent Customer and Evolv do not reach a mutually acceptable resolution within a reasonable timeframe, Evolv will use reasonable endeavors to make available to Customer a change in the Services or will recommend a commercially reasonable change to the Services to prevent the applicable Subprocessor from Processing Customer Personal Data. If Evolv is unable to make available such a change within a reasonable period of time, which shall not exceed thirty (30) days, Evolv and Customer shall escalate to their applicable executive or senior leadership to discuss the matter in good faith and determine an appropriate resolution and next steps.
4. INTERNATIONAL TRANSFERS
4.1 In accordance with Customer’s instructions under Section 2, Evolv may Process Customer Personal Data on a global basis as necessary to provide the Services, including for IT security purposes, maintenance and provision of the Services and related infrastructure, technical support, and change management.
4.2 To the extent that the Processing of Customer Personal Data by Evolv involves the transfer of such Customer Personal Data from a country whose Data Protection Laws restrict the transfer of Personal Data to Third Countries, then such transfers shall be subject to the protections and provisions of the Standard Contractual Clauses (for which the SCC Appendix is attached to this DPA in Schedule 1), the UK Addendum for transfers from the UK to Third Countries, or other binding and appropriate transfer mechanisms that provide an adequate level of protection in compliance with Data Protection Laws.
4.3 Customer shall be deemed to have signed the SCC in Schedule 1, Annex I in its capacity of “data exporter” and Evolv in its capacity as “data importer.” Module Two of the SCC shall apply to the transfer. For purposes of Clauses 17 and 18 of the SCCs, the Parties select the Netherlands. To the extent such a transfer includes Personal Data subject to Data Protection Laws of Switzerland, the Standard Contractual Clauses shall be adapted to use for Switzerland (where the Swiss Federal Act on Data Protection shall apply as the applicable Data Protection Law, Clauses 17 and 18 of the SCCs shall refer to Switzerland, and Data Subjects in Switzerland shall be able to avail themselves of any rights conferred by the Standard Contractual Clauses).
4.4 The SCC, or UK Addendum, as applicable, will cease to apply if Evolv has implemented an alternative recognized compliance mechanism for the lawful transfer of personal data in accordance with applicable Data Protection Laws.
4.5 In the event of any conflict between any terms in the SCC or UK Addendum, as applicable, and the DPA, the SCC or UK Addendum, as applicable, shall prevail to the extent of the conflict.
5. DATA SECURITY, AUDITS AND SECURITY NOTIFICATIONS
5.1 Evolv Security Obligations. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Evolv shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk of the Processing, including the measures set out in Schedule 1. Evolv may update its security practices from time to time but will not materially decrease the overall security of the Services during the term of the Agreement. Such measures shall include process for regularly testing, assessing, and evaluating the effectiveness of the measures.
5.2 Security Audits.
(a) Evolv will, upon Customer’s written request, verify its compliance with its obligations in this DPA by first providing to Customer for its review documentation regarding the same and, if such documentation is not reasonably sufficient to address Customer’s inquiries, participate in and contribute to audits as set forth below.
(b) Customer may, upon at least 30 days’ advance written notice and at reasonable times, audit (either by itself or using independent third-party auditors) Evolv's compliance with the security measures set out in this DPA solely for the purpose of confirming Evolv's compliance with its obligations under this DPA. Evolv shall reasonably assist with any audits conducted in accordance with this Section 5.2. Such audits may be carried out once per year, or more often if required by Data Protection Law or Customer’s applicable Supervisory Authority.
(c) Any third party engaged by Customer to conduct an audit must be pre-approved by Evolv (such approval not to be unreasonably withheld) and sign Evolv’s confidentiality agreement. Customer must provide Evolv with a proposed audit plan at least two weeks in advance of the audit, after which Customer and Evolv shall discuss in good faith and finalize the audit plan prior to commencement of audit activities.
(d) Audits may be conducted only during regular business hours, in accordance with the finalized audit plan and Evolv’s security and other policies, and may not unreasonably interfere with Evolv’s regular business activities. Evolv is not required to grant access to its premises or systems for the purposes of such an audit to any individual unless they produce reasonable evidence of identity and authority. Customer shall reimburse Evolv for any costs or expenses incurred by Evolv in granting access to its data processing facilities.
(e) Information obtained or results produced in connection with an audit are Evolv confidential information and may only be used by Customer to confirm compliance with this DPA and for complying with its requirements under Data Protection Laws.
(f) Customer may request that Evolv audit a Subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist Customer in obtaining a third-party audit report concerning the Subprocessor’s operations) to verify compliance with the Subprocessor’s obligations.
(g) Without prejudice to the rights granted in Section (b) above, if the requested audit scope is addressed in a SOC, ISO, NIST, PCI DSS, HIPAA or similar audit report or attestation letter issued by a qualified third party auditor within the prior twelve months and Evolv provides such report or attestation letter to Customer confirming there are no known material changes in the controls audited, Customer agree to accept the findings presented in the third party audit report or attestation letter in lieu of requesting an audit of the same controls covered by the report.
5.3 Upon Customer's written request, Evolv shall make available all information reasonably necessary to demonstrate compliance with this DPA as required by Data Protection Laws.
5.4 Personal Data Breach Notification.
(a) If Evolv becomes aware of and determines a Personal Data Breach has occurred, Evolv will:
(i) notify Customer of the Personal Data Breach without undue delay and, in any case, as soon as practicable after such determination, at the contact information on file, where such notification shall describe (1) the nature of the Personal Data Breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (2) the reasonably anticipated consequence of the Personal Data Breach; (3) measures taken to mitigate any possible adverse effects; and (4) other information concerning the Personal Data Breach reasonably known or available to Evolv that Customer is required to disclose to a Supervisory Authority or Data Subjects under Data Protection Laws; and
(ii) investigate the Personal Data Breach and provide such reasonable assistance to the Client (and any law enforcement or regulatory official) as required to investigate the Personal Data Breach.
5.5 Except as required by applicable Data Protection Laws, the obligations set out in Section 5.4 shall not apply to Personal Data Breaches caused by Customer.
5.6 Evolv’s contact point for additional details regarding a Personal Data Breach is privacy@evolvtechnology.com. Evolv’s provision of any notification of a Personal Data Breach shall not constitute an admission of fault.
5.7 Customer is solely responsible for fulfilling any Personal Data Breach notification obligations applicable to Customer. Customer and Evolv shall work together in good faith within the timeframes for Customer to provide Personal Data Breach notifications in accordance with Data Protection Laws to finalize the content of any notifications to Data Subjects or Supervisory Authorities, as required by Data Protection Laws. Evolv’s prior written approval shall be required for any statements regarding, or references to, Evolv made by Customer in any such notifications.
5.8 Evolv Employees and Personnel. Evolv shall treat Customer Personal Data as the Confidential Information of Customer, and shall put procedures in place to ensure that:
(a) access to Customer Personal Data is limited to those employees or other personnel who have a business need to have access to such Customer Personal Data; and
(b) any employees or other personnel with access to Customer Personal Data have committed themselves to confidentiality of Customer Personal Data or are under an appropriate statutory obligation of confidentiality and do not Process such Customer Personal Data other than in accordance with this DPA.
6. ACCESS REQUESTS AND DATA SUBJECT RIGHTS
6.1 Save as required (or where prohibited) under applicable law, Evolv shall promptly notify Customer of any request received by Evolv or any Subprocessor from a Data Subject in respect of their Personal Data included in Customer Personal Data (“Data Subject Request”) and shall not respond to the Data Subject Request where the Data Subject identifies Customer as its Controller. If a Data Subject does not identify a Controller, Evolv will instruct the Data Subject to identify and contact the relevant Controller.
6.2 Where applicable, and taking into account the nature of the Processing, Evolv shall use reasonable endeavors to assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to Data Subject Requests as required by Data Protection Laws. In order to receive such assistance, Customer shall submit a support request to correct, delete, block, access or copy the Personal Data of a Data Subject.
7. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
7.1 To the extent required under applicable Data Protection Laws, Evolv shall provide reasonable assistance to Customer with any data protection impact assessments and with any prior consultations to any Supervisory Authority of Customer, in each case solely in relation to Processing of Customer Personal Data and taking into account the nature of the Processing and information available to Evolv.
7.2 Such cooperation and assistance are provided to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Evolv. Evolv may fulfil its above obligations by providing Customer with documentation regarding its Processing operations.
8. RETENTION AND DELETION OF PERSONAL DATA
8.1 During the Term, the Services retain Personal Data for a period of time based on Customer’s configuration of the Services. The configuration settings may prescribe, for example, that certain Personal Data are only retained in the Equipment system memory and erased on reboot, or that that certain Personal Data are retained for so long as the applicable Services component has sufficient disk space, or that certain Personal Data are stored in the Services for seven days. Depending on Customer’s configuration of the Services and Equipment, Customer shall have access to Personal Data for a period of time after termination or expiration of the Agreement.
8.2 Subject to Section 8.3 below, where deletion of Personal Data is not possible, Evolv will sufficiently de-identify Customer Personal Data that is reasonably capable of deidentification such that it is no longer Personal Data, except for compliance, audit, security, or Equipment configuration or Service optimization purposes.
8.3 Evolv and its Subprocessors may retain Customer Personal Data to the extent required by applicable laws.
9. GENERAL
9.1 With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including but not limited to the Agreement, the provisions of this DPA shall prevail with regard to the parties’ data protection obligations for Customer Personal Data of a Data Subject. Notwithstanding the foregoing, and solely to the extent applicable to any protected health information (as defined under and regulated by the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA”)) (“HIPAA Data”), if there is any inconsistency or conflict between this DPA and a Business Associate Agreement between Evolv and Customer (the “BAA”), then the BAA shall prevail to extent the inconsistency or conflict relates to such HIPAA Data.
9.2 Evolv may share and disclose Customer Personal Data and other data of Customer in connection with, or during the negotiation of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of Evolv’s business by or to another company, including the transfer of contact information and data of customers, partners and end users.
9.3 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
SCHEDULE 1
APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES
ANNEX I
A. LIST OF PARTIES
Data exporter
| Name: | The data exporter is the entity identified as “Customer” in the DPA |
| Address: | As set forth in the Agreement |
| Contact person: | As set forth in the Notices provision in the Agreement or Order Document |
| Activities relevant to the data transferred under these Clauses: | As set forth in the Agreement |
| Signature and date: | Refer to DPA or Agreement, as applicable |
| Role: | Controller, except when processing data on behalf of another entity, in which case data exporter is a Processor |
Data importer
| Name: | The data importer is the entity identified as “Evolv” in the DPA |
| Address: | As set forth in the Agreement |
| Contact person: | privacy@evolvtechnology.com |
| Activities relevant to the data transferred under these Clauses: | As set forth in the Agreement |
| Signature and date: | Refer to DPA or Agreement, as applicable |
| Role: | Processor, or Subprocessor if data exporter is a Processor |
B. DESCRIPTION OF TRANSFER
| Categories of data subjects whose personal data is transferred: | Data exporter’s contacts including its employees, contractors, suppliers and subcontractors and other personnel, and its customers, patrons, and other visitors. Data exporter will prevent the sharing or transfer to data importer of Personal Data of patients unless data importer has agreed in writing. |
| Categories of personal data transferred: | Depending on data exporter’s configuration of the data importer’s Services categories of personal data may include contact information, images, location information, and application/website usage information. |
| Sensitive categories of data (if appropriate): | N/A |
| The frequency of the transfer: | As set forth in the Agreement |
| Nature of the processing: | The subject-matter and nature of the processing of data exporter Personal Data by data importer is for the provision of the Services to the data exporter under the Agreement. |
| Purposes of the data transfer and further processing: | Refer to DPA. |
| The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: | Personal Data will be processed for the duration of the Agreement, subject to Section 10 of the DPA |
| For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: | Refer to DPA and the Agreement |
C. COMPETENT SUPERVISORY AUTHORITY
The competent Supervisory Authority shall be the Netherlands, or the UK ICO for matters related to data subjects in the UK.
ANNEX II
Evolv agrees to implement appropriate technical and organizational measures designed to protect Customer Personal Data as required by applicable data protection law(s). Such measures will include:
- Establish and maintain an information security program designed to (i) protect the security and confidentiality of data exporter’s Personal Data; (ii) protect against any anticipated threats or hazards to the security or integrity of data exporter’s Personal Data; (iii) protect against unauthorized access to or use of data exporter’s Personal Data; and (iv) ensure the proper disposal of data exporter’s Personal Data.
- Provide security awareness and training programs delivered not less than annually, for all Evolv personnel who access data exporter’s Personal Data.
- Maintain controls that provide reasonable assurance that access to data importer’s physical servers at its production data center (“Systems”) is limited to properly authorized individuals and that environmental controls are established to detect, prevent, and control destruction due to environmental extremes. Logging and monitoring of unauthorized access attempts made to the Systems by the data center security personnel, and camera surveillance systems at critical internal and external entry points to the data center.
- Maintain policies and procedures designed to protect the confidentiality, integrity, and availability of Personal Data and protect it from unauthorized disclosure, alteration, or destruction. For clarity, data importer does not control data exporter’s user-facing configuration of any data importer software and is not responsible for any of the foregoing obligations and protections to the extent they are controlled by data exporter’s configuration of the software. Data importer will provide guidance on the recommended configuration of user-facing software.
- Maintain a security incident response plan that includes procedures to be followed in the event of any incident that results in a Personal Data Breach. The procedures include:
- Roles and responsibilities: formation of an internal incident response team with a response leader
- Investigation: assessing the risk the Personal Data Breach poses and determining which customers may be affected
- Communication: internal reporting as well as a notification process to data importer customers and other applicable third parties.
- Implement storage and transmission security measures designed to guard against unauthorized access to Personal Data that is being transmitted over an electronic communications network. Such measures include requiring NIST acceptable encryption of any Personal Data stored on desktops, laptops or other mobile computer devices. Data importer will encrypt sensitive data when transmitted over public networks.
ANNEX III
The data exporter has authorized the use of the following subprocessors:
Effective January 23rd 2024 to March 11th 2024
DownloadTable of Contents
DATA PROCESSING ADDENDUM
This Data Processing Addendum (the “DPA”) forms part of the Customer General Terms and/or the Terms of Use (the “ToU”), to the extent applicable, between you (“Customer”) and Evolv Technologies, Inc. (“Evolv”).
This DPA is incorporated into the Agreement between Evolv and Customer and applies to Evolv’s Processing of Personal Data in connection with Evolv’s provision of the Products and related Professional Services (to the extent applicable) to Customer. In the event of any inconsistency between the DPA and the Agreement as to Evolv’s Processing of Personal Data, the DPA shall control.
For purposes of this DPA, the following terms and those defined within the body of this DPA apply.
1. DEFINITONS
1.1 In this DPA, the terms "Personal Data", "Controller", "Processor", "Data Subject", "Process" and "Supervisory Authority" shall have the same meaning as set out in applicable Data Protection Laws with the same or equivalent terms, and the following words and expressions shall have the following meanings unless the context otherwise requires:
1.2 "Customer Personal Data" means the Personal Data described in Annex 1 of Schedule 1, and any other Personal Data that Evolv Processes on behalf of Customer in connection with Evolv's provision of the Services.
1.3 "Data Protection Laws" means all applicable laws, rules and regulations relating to the Processing of Personal Data as amended, repealed, consolidated or replaced from time to time.
1.4 "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Personal Data by Evolv that compromises the security, confidentiality or integrity of such Customer Personal Data.
1.5 "Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data annexed to European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
1.6 "Subprocessor" means any Processor engaged by Evolv to Process Customer Personal Data on Evolv’s behalf.
1.7 "Third Country" means any country outside of a country in which the Data Protection Laws restrict transfers of Personal Data to destinations outside of that country, except where the Data Protection Laws and applicable regulatory authorities of the originating country adopted an adequacy decision regarding the Data Protection Laws of the destination country such that transfers of Personal Data to that destination country are not restricted.
1.8 “UK Addendum” means United Kingdom (“UK”) Information Commissioner’s (“ICO”) International Data Transfer Addendum to the EU Commission Standard Contractual Clauses Version B1.0 in force 21 March 2022.
Capitalized terms used in this DPA and not defined above shall have the meaning set forth in the Agreement.
2. DATA PROCESSING
2.1 Evolv will only Process Customer Personal Data in accordance with the Agreement and any Order Document, to the extent necessary to provide the Professional Services and/or Software (collectively, “Services”) to Customer, and Customer's written instructions, including with respect to transfers of Customer Personal Data, unless Processing is required by applicable Data Protection Laws, in which case Evolv shall, to the extent permitted by applicable law, inform Customer of that legal requirement before so Processing that Customer Personal Data. Evolv shall not Process Customer Personal Data outside of the direct business relationship between Customer and Evolv. Evolv shall not ‘sell’ or ‘share’ (as such terms may be specifically defined in applicable Data Protection Laws) Customer Personal Data. To the extent required by applicable Data Protection Laws, Evolv certifies that it understands the foregoing restrictions and will comply with them. The Agreement, DPA, and any Order Document (subject to any changes to the Services) shall be Customer's complete and final instructions to Evolv in relation to the Processing of Customer Personal Data. Processing outside the scope of the foregoing will require prior written agreement between Customer and Evolv on additional instructions for Processing and may be subject to additional fees. As part of the Services, and in compliance with Data Protection Law, Evolv may Process certain Customer Personal Data of select customers to optimize and improve the Service.
2.2 Customer shall provide all applicable notices to Data Subjects required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Evolv in accordance with the Agreement, including notices for capturing images of Data Subjects. Customer shall obtain and maintain throughout the term of the Agreement any required consents and/or authorizations related to its provision of, and Evolv’s processing of, Customer Personal Data as part of the Services, including for capturing images of Data Subjects. If Customer is not required by Data Protection Laws to obtain and maintain valid consent from Data Subjects, Customer will otherwise obtain and maintain a valid legal basis in accordance with Data Protection Laws to Process Customer Personal Data and for providing such data to Evolv for Processing under the Agreement.
2.3 For the avoidance of doubt, Customer’s instructions for the processing of Customer Personal Data shall comply with the Data Protection Laws. Customer acknowledges that Evolv is reliant on Customer for direction as to the extent to which Evolv is entitled to use and Process Customer Personal Data. Consequently, Evolv will not be liable for any claim brought against Customer by a Data Subject arising from any act or omission by Evolv to the extent that such act or omission resulted from Customer's instructions or Customer's use of the Services.
2.4 Unless set forth in an Order Document, Customer Data may not include any sensitive or special data that imposes specific data security or data protection obligations on Evolv in addition to or different from those specified in the Documentation or which are not provided as part of the Services.
2.5 If applicable Data Protection Laws recognize the roles of Controller and Processor as applied to Customer Personal Data then, as between Customer and Evolv, Customer acts as Controller and Evolv acts as a Processor (or subprocessor, as the case may be) of Customer Personal Data.
2.6 As required by applicable Data Protection Laws, if Evolv believes any Customer instructions to Process Customer Personal Data will violate applicable Data Protection Laws, or if applicable Data Protection Laws require Evolv to process Customer Personal Data relating to data subjects in a way that does not comply with Customer’s documented instructions, Evolv shall notify Customer in writing, unless applicable Data Protection Laws prohibit such notification, provided Evolv is not responsible for performing legal research or providing legal advice to Customer.
2.7 Evolv shall Process Customer Personal Data for the duration of the provision of Services in accordance with the Agreement and thereafter only as set forth in the Agreement and this DPA.
2.8 Each Party will comply with Data Protection Laws applicable to such Party in connection with the Agreement and this DPA.
3. SUBPROCESSORS
3.1 Consent to Subprocessor Engagement. Customer generally authorizes the engagement of third parties as Subprocessors. For the avoidance of doubt, this authorization constitutes Customer’s prior written consent to the subprocessing of Customer Personal Data for purposes of Clause 9, Option 2 of the Standard Contractual Clauses and any similar requirements of other data transfer mechanisms.
3.2 Information about Subprocessors. A current list of Subprocessors is available at https://learn.evolvtechnology.com/express-subprocesser-list ("Subprocessor List"), and may be updated by Evolv from time to time in accordance with this DPA. Customer may sign up to receive notices of additions to the Subprocessor List by completing the email sign-up process on the Subprocessor List web page referenced above.
3.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Evolv will:
(a) execute with Subprocessors a written agreement providing:
(i) the Subprocessor only Processes Customer Personal Data to the extent required to perform the obligations subcontracted to it and does so in accordance with the Agreement and this DPA; and
(ii) the Subprocessor utilize the same level of data protection and security with regard to its Processing of Customer Personal Data as are described in this DPA.
(b) be responsible for the Subprocessor’s violations of this DPA or Data Protection Laws in relation to the services such Subprocessor provides to Evolv to the extent Evolv would be liable for the same violations under the terms of the Agreement.
3.4 Opportunity to Object to Subprocessor Changes. Customer may, on reasonable and objective grounds, object to Evolv's use of a new Subprocessor by providing Evolv with written notice within fifteen (15) days after Evolv has provided notice to Customer as described herein with documentary evidence that reasonably shows that the Subprocessor does not or cannot comply with the requirements in this DPA or Data Protection Laws ("Objection"). In the event of an Objection, Customer and Evolv will work together in good faith to find a mutually acceptable resolution to address such Objection, including but not limited to reviewing additional documentation supporting the Subprocessor’s compliance with the DPA or Data Protection Laws. To the extent Customer and Evolv do not reach a mutually acceptable resolution within a reasonable timeframe, Evolv will use reasonable endeavors to make available to Customer a change in the Services or will recommend a commercially reasonable change to the Services to prevent the applicable Subprocessor from Processing Customer Personal Data. If Evolv is unable to make available such a change within a reasonable period of time, which shall not exceed thirty (30) days, Evolv and Customer shall escalate to their applicable executive or senior leadership to discuss the matter in good faith and determine an appropriate resolution and next steps.
4. INTERNATIONAL TRANSFERS
4.1 In accordance with Customer’s instructions under Section 2, Evolv may Process Customer Personal Data on a global basis as necessary to provide the Services, including for IT security purposes, maintenance and provision of the Services and related infrastructure, technical support, and change management.
4.2 To the extent that the Processing of Customer Personal Data by Evolv involves the transfer of such Customer Personal Data from a country whose Data Protection Laws restrict the transfer of Personal Data to Third Countries, then such transfers shall be subject to the protections and provisions of the Standard Contractual Clauses (for which the SCC Appendix is attached to this DPA in Schedule 1), the UK Addendum for transfers from the UK to Third Countries, or other binding and appropriate transfer mechanisms that provide an adequate level of protection in compliance with Data Protection Laws.
4.3 Customer shall be deemed to have signed the SCC in Schedule 1, Annex I in its capacity of “data exporter” and Evolv in its capacity as “data importer.” Module Two of the SCC shall apply to the transfer. For purposes of Clauses 17 and 18 of the SCCs, the Parties select the Netherlands. To the extent such a transfer includes Personal Data subject to Data Protection Laws of Switzerland, the Standard Contractual Clauses shall be adapted to use for Switzerland (where the Swiss Federal Act on Data Protection shall apply as the applicable Data Protection Law, Clauses 17 and 18 of the SCCs shall refer to Switzerland, and Data Subjects in Switzerland shall be able to avail themselves of any rights conferred by the Standard Contractual Clauses).
4.4 The SCC, or UK Addendum, as applicable, will cease to apply if Evolv has implemented an alternative recognized compliance mechanism for the lawful transfer of personal data in accordance with applicable Data Protection Laws.
4.5 In the event of any conflict between any terms in the SCC or UK Addendum, as applicable, and the DPA, the SCC or UK Addendum, as applicable, shall prevail to the extent of the conflict.
5. DATA SECURITY, AUDITS AND SECURITY NOTIFICATIONS
5.1 Evolv Security Obligations. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Evolv shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk of the Processing, including the measures set out in Schedule 1. Evolv may update its security practices from time to time but will not materially decrease the overall security of the Services during the term of the Agreement. Such measures shall include process for regularly testing, assessing, and evaluating the effectiveness of the measures.
5.2 Security Audits.
(a) Evolv will, upon Customer’s written request, verify its compliance with its obligations in this DPA by first providing to Customer for its review documentation regarding the same and, if such documentation is not reasonably sufficient to address Customer’s inquiries, participate in and contribute to audits as set forth below.
(b) Customer may, upon at least 30 days’ advance written notice and at reasonable times, audit (either by itself or using independent third-party auditors) Evolv's compliance with the security measures set out in this DPA solely for the purpose of confirming Evolv's compliance with its obligations under this DPA. Evolv shall reasonably assist with any audits conducted in accordance with this Section 5.2. Such audits may be carried out once per year, or more often if required by Data Protection Law or Customer’s applicable Supervisory Authority.
(c) Any third party engaged by Customer to conduct an audit must be pre-approved by Evolv (such approval not to be unreasonably withheld) and sign Evolv’s confidentiality agreement. Customer must provide Evolv with a proposed audit plan at least two weeks in advance of the audit, after which Customer and Evolv shall discuss in good faith and finalize the audit plan prior to commencement of audit activities.
(d) Audits may be conducted only during regular business hours, in accordance with the finalized audit plan and Evolv’s security and other policies, and may not unreasonably interfere with Evolv’s regular business activities. Evolv is not required to grant access to its premises or systems for the purposes of such an audit to any individual unless they produce reasonable evidence of identity and authority. Customer shall reimburse Evolv for any costs or expenses incurred by Evolv in granting access to its data processing facilities.
(e) Information obtained or results produced in connection with an audit are Evolv confidential information and may only be used by Customer to confirm compliance with this DPA and for complying with its requirements under Data Protection Laws.
(f) Customer may request that Evolv audit a Subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist Customer in obtaining a third-party audit report concerning the Subprocessor’s operations) to verify compliance with the Subprocessor’s obligations.
(g) Without prejudice to the rights granted in Section (b) above, if the requested audit scope is addressed in a SOC, ISO, NIST, PCI DSS, HIPAA or similar audit report or attestation letter issued by a qualified third party auditor within the prior twelve months and Evolv provides such report or attestation letter to Customer confirming there are no known material changes in the controls audited, Customer agree to accept the findings presented in the third party audit report or attestation letter in lieu of requesting an audit of the same controls covered by the report.
5.3 Upon Customer's written request, Evolv shall make available all information reasonably necessary to demonstrate compliance with this DPA as required by Data Protection Laws.
5.4 Personal Data Breach Notification.
(a) If Evolv becomes aware of and determines a Personal Data Breach has occurred, Evolv will:
(i) notify Customer of the Personal Data Breach without undue delay and, in any case, as soon as practicable after such determination, at the contact information on file, where such notification shall describe (1) the nature of the Personal Data Breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (2) the reasonably anticipated consequence of the Personal Data Breach; (3) measures taken to mitigate any possible adverse effects; and (4) other information concerning the Personal Data Breach reasonably known or available to Evolv that Customer is required to disclose to a Supervisory Authority or Data Subjects under Data Protection Laws; and
(ii) investigate the Personal Data Breach and provide such reasonable assistance to the Client (and any law enforcement or regulatory official) as required to investigate the Personal Data Breach.
5.5 Except as required by applicable Data Protection Laws, the obligations set out in Section 5.4 shall not apply to Personal Data Breaches caused by Customer.
5.6 Evolv’s contact point for additional details regarding a Personal Data Breach is privacy@evolvtechnology.com. Evolv’s provision of any notification of a Personal Data Breach shall not constitute an admission of fault.
5.7 Customer is solely responsible for fulfilling any Personal Data Breach notification obligations applicable to Customer. Customer and Evolv shall work together in good faith within the timeframes for Customer to provide Personal Data Breach notifications in accordance with Data Protection Laws to finalize the content of any notifications to Data Subjects or Supervisory Authorities, as required by Data Protection Laws. Evolv’s prior written approval shall be required for any statements regarding, or references to, Evolv made by Customer in any such notifications.
5.8 Evolv Employees and Personnel. Evolv shall treat Customer Personal Data as the Confidential Information of Customer, and shall put procedures in place to ensure that:
(a) access to Customer Personal Data is limited to those employees or other personnel who have a business need to have access to such Customer Personal Data; and
(b) any employees or other personnel with access to Customer Personal Data have committed themselves to confidentiality of Customer Personal Data or are under an appropriate statutory obligation of confidentiality and do not Process such Customer Personal Data other than in accordance with this DPA.
6. ACCESS REQUESTS AND DATA SUBJECT RIGHTS
6.1 Save as required (or where prohibited) under applicable law, Evolv shall promptly notify Customer of any request received by Evolv or any Subprocessor from a Data Subject in respect of their Personal Data included in Customer Personal Data (“Data Subject Request”) and shall not respond to the Data Subject Request where the Data Subject identifies Customer as its Controller. If a Data Subject does not identify a Controller, Evolv will instruct the Data Subject to identify and contact the relevant Controller.
6.2 Where applicable, and taking into account the nature of the Processing, Evolv shall use reasonable endeavors to assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to Data Subject Requests as required by Data Protection Laws. In order to receive such assistance, Customer shall submit a support request to correct, delete, block, access or copy the Personal Data of a Data Subject.
7. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
7.1 To the extent required under applicable Data Protection Laws, Evolv shall provide reasonable assistance to Customer with any data protection impact assessments and with any prior consultations to any Supervisory Authority of Customer, in each case solely in relation to Processing of Customer Personal Data and taking into account the nature of the Processing and information available to Evolv.
7.2 Such cooperation and assistance are provided to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Evolv. Evolv may fulfil its above obligations by providing Customer with documentation regarding its Processing operations.
8. RETENTION AND DELETION OF PERSONAL DATA
8.1 During the Term, the Services retain Personal Data for a period of time based on Customer’s configuration of the Services. The configuration settings may prescribe, for example, that certain Personal Data are only retained in the Equipment system memory and erased on reboot, or that that certain Personal Data are retained for so long as the applicable Services component has sufficient disk space, or that certain Personal Data are stored in the Services for seven days. Depending on Customer’s configuration of the Services and Equipment, Customer shall have access to Personal Data for a period of time after termination or expiration of the Agreement.
8.2 Subject to Section 8.3 below, where deletion of Personal Data is not possible, Evolv will sufficiently de-identify Customer Personal Data that is reasonably capable of deidentification such that it is no longer Personal Data, except for compliance, audit, security, or Equipment configuration or Service optimization purposes.
8.3 Evolv and its Subprocessors may retain Customer Personal Data to the extent required by applicable laws.
9. GENERAL
9.1 With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including but not limited to the Agreement, the provisions of this DPA shall prevail with regard to the parties’ data protection obligations for Customer Personal Data of a Data Subject. Notwithstanding the foregoing, and solely to the extent applicable to any protected health information (as defined under and regulated by the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA”)) (“HIPAA Data”), if there is any inconsistency or conflict between this DPA and a Business Associate Agreement between Evolv and Customer (the “BAA”), then the BAA shall prevail to extent the inconsistency or conflict relates to such HIPAA Data.
9.2 Evolv may share and disclose Customer Personal Data and other data of Customer in connection with, or during the negotiation of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of Evolv’s business by or to another company, including the transfer of contact information and data of customers, partners and end users.
9.3 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
SCHEDULE 1
APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES
A. LIST OF PARTIES
Data exporter
Name: | The data exporter is the entity identified as “Customer” in the DPA |
Address: | As set forth in the Agreement |
Contact person: | As set forth in the Notices provision in the Agreement or Order Document |
Activities relevant to the data transferred under these Clauses: | As set forth in the Agreement |
Signature and date: | Refer to DPA or Agreement, as applicable |
Role: | Controller, except when processing data on behalf of another entity, in which case data exporter is a Processor |
Data importer
Name: | The data importer is the entity identified as “Evolv” in the DPA |
Address: | As set forth in the Agreement |
Contact person: | |
Activities relevant to the data transferred under these Clauses: | As set forth in the Agreement |
Signature and date: | Refer to DPA or Agreement, as applicable |
Role: | Processor, or Subprocessor if data exporter is a Processor |
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: | Data exporter’s contacts including its employees, contractors, suppliers and subcontractors and other personnel, and its customers, patrons, and other visitors. Data exporter will prevent the sharing or transfer to data importer of Personal Data of patients unless data importer has agreed in writing. |
Categories of personal data transferred: | Depending on data exporter’s configuration of the data importer’s Services categories of personal data may include contact information, images, location information, and application/website usage information. |
Sensitive categories of data (if appropriate): | N/A |
The frequency of the transfer: | As set forth in the Agreement |
Nature of the processing: | The subject-matter and nature of the processing of data exporter Personal Data by data importer is for the provision of the Services to the data exporter under the Agreement. |
Purposes of the data transfer | Refer to DPA. |
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: | Personal Data will be processed for the duration of the Agreement, subject to Section 10 of the DPA |
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: | Refer to DPA and the Agreement |
C. COMPETENT SUPERVISORY AUTHORITY
The competent Supervisory Authority shall be the Netherlands, or the UK ICO for matters related to data subjects in the UK.
ANNEX II
Evolv agrees to implement appropriate technical and organizational measures designed to protect Customer Personal Data as required by applicable data protection law(s). Such measures will include:
1. Establish and maintain an information security program designed to (i) protect the security and confidentiality of data exporter’s Personal Data; (ii) protect against any anticipated threats or hazards to the security or integrity of data exporter’s Personal Data; (iii) protect against unauthorized access to or use of data exporter’s Personal Data; and (iv) ensure the proper disposal of data exporter’s Personal Data.
2. Provide security awareness and training programs delivered not less than annually, for all Evolv personnel who access data exporter’s Personal Data.
3. Maintain controls that provide reasonable assurance that access to data importer’s physical servers at its production data center (“Systems”) is limited to properly authorized individuals and that environmental controls are established to detect, prevent, and control destruction due to environmental extremes. Logging and monitoring of unauthorized access attempts made to the Systems by the data center security personnel, and camera surveillance systems at critical internal and external entry points to the data center.
4. Maintain policies and procedures designed to protect the confidentiality, integrity, and availability of Personal Data and protect it from unauthorized disclosure, alteration, or destruction. For clarity, data importer does not control data exporter’s user-facing configuration of any data importer software and is not responsible for any of the foregoing obligations and protections to the extent they are controlled by data exporter’s configuration of the software. Data importer will provide guidance on the recommended configuration of user-facing software.
5. Maintain a security incident response plan that includes procedures to be followed in the event of any incident that results in a Personal Data Breach. The procedures include:
a. Roles and responsibilities: formation of an internal incident response team with a response leader
b. Investigation: assessing the risk the Personal Data Breach poses and determining which customers may be affected
c. Communication: internal reporting as well as a notification process to data importer customers and other applicable third parties.
6. Implement storage and transmission security measures designed to guard against unauthorized access to Personal Data that is being transmitted over an electronic communications network. Such measures include requiring NIST acceptable encryption of any Personal Data stored on desktops, laptops or other mobile computer devices. Data importer will encrypt sensitive data when transmitted over public networks.
ANNEX III
The data exporter has authorized the use of the following subprocessors:
Please see https://learn.evolvtechnology.com/express-subprocesser-list
Service Terms
Effective March 11th 2024
DownloadTable of Contents
SERVICE TERMS
FOR
EVOLV PRODUCTS
PLEASE READ THESE SERVICE TERMS FOR EVOLV PRODUCTS (THE “SERVICE TERMS”) CAREFULLY AS THEY GOVERN YOUR ACCESS TO, REGISTRATION FOR AND/OR USE OF ANY PRODUCTS (“EVOLV PRODUCTS”) PURCHASED BY YOU (“You”, “Your” OR “CUSTOMER”) FROM AN AUTHORIZED RESELLER OF EVOLV PRODUCTS (“EVOLV PARTNER”). PLEASE DO NOT USE EVOLV PRODUCTS IF YOU DO NOT AGREE TO THESE TERMS. Evolv and Customer are hereinafter sometimes referred to individually as a “Party” and collectively as “Parties”.
BY ACCESSING, REGISTERING FOR AND/OR USING EVOLV PRODUCTS: (1) CUSTOMER REPRESENTS IT HAS READ AND UNDERSTANDS THESE SERVICE TERMS; AND (2) CUSTOMER ACCEPTS AND AGREES TO THESE SERVICE TERMS WITH EVOLV, WHICH MAY BE UPDATED BY EVOLV FROM TIME TO TIME.
IN THE EVENT THAT CUSTOMER HAS ENTERED INTO THE CUSTOMER GENERAL TERMS (“General Terms”) WITH EVOLV, THESE SERVICE TERMS SHALL NOT APPLY.
1. DEFINITIONS
(a) Agreement means (i) these Service Terms, including the DPA (as defined herein), (ii) the applicable Order Document(s), and (iii) the applicable Product Schedule(s). In the event of any inconsistencies or conflict between these documents, the conflict shall be resolved in the following order of priority: (1) the applicable Order Document, (2) the applicable Product Schedule(s), (3) these Service Terms, and (4) Documentation.
(b) Anonymized Data means data or information derived from Personal Data that is in anonymized and/or aggregated form, from which individual identifiers have been removed by Evolv such that the data can in no way be relinked specifically to any individual.
(c) Documentation means the published manuals, operating documents, instructions and/or other processes or directions provided or made available to Customer regarding the use, operation, and maintenance of the Evolv Products.
(d) Equipment means any equipment, hardware, personal screening products, or related physical accessories provided to Customer pursuant to an Order Document.
(e) Fee(s) means the fees set forth in the applicable Order Document.
(f) Indemnitees of a Party means its officers, directors, employees, subcontractors, and other agents, representatives and assigns.
(g) Order Document means an order form mutually executed by Customer and Evolv Partner. Each Order Document is entered into pursuant to, and governed by, these Service Terms.
(h) Personal Data means the same meaning as set out in applicable Data Protection Laws
with the same or equivalent terms, and the following words and expressions shall have the following meanings unless the context otherwise requires.
with the same or equivalent terms, and the following words and expressions shall have the following meanings unless the context otherwise requires.
(i) Product means any Equipment and/or Software set forth in an Order Document.
(j) Professional Services means the support and maintenance, implementation, deployment, training and other types of professional services for Products provided by Evolv or its agents. The Professional Services available for each Product, if any, are set forth in the applicable Product Schedule(s).
(k) Product Schedule(s) means the use rights and other terms, including legal terms and exhibits, applicable to a Product and/or Professional Services, as updated from time to time, which are published at https://legal.evolvtechnology.com/customers.
(l) Software means proprietary software of Evolv and its licensors whose access and use by Customer are governed by the applicable Product Schedule(s).
2. CUSTOMER REPRESENTATIONS AND WARRANTIES
Customer represents and warrants as follows:
(a) Customer has the full power, authority, and legal right to execute, deliver, and perform under the terms of the Agreement.
(b) The Agreement has been duly executed and delivered and constitutes a legal, valid, and binding obligation of Customer, enforceable in accordance with its terms.
(c) The Products will be used in accordance with the Documentation and only in the ordinary course of Customer’s business and for Customer’s sole benefit by competent, qualified and trained Customer authorized agents or employees. Customer will not itself or allow assist or enable any third party, directly or indirectly, to test, analyze, disassemble, decompile, decode, adapt, reverse engineer or otherwise attempt to derive or gain access to the Products or any components thereof without Evolv’s prior written consent.
(d) Customer will comply with all laws, rules, and regulations applicable to the use, operation, and maintenance of the Products.
(e) The Parties agree that (i) this grant of access and use is not a sale of the Software (notwithstanding use of words such as “sale,” “sell” or “purchase”) and that no rights to any Software or intellectual property rights therein are sold, and (ii) the Software cannot be licensed, accessed or used on a standalone basis.
3. EVOLV DISCLAIMER
EVOLV MAKES NO, AND DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF CUSTOM, DEALING, TRADE OR USAGE. NO STATEMENT BY EVOLV’S EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES SHALL BE DEEMED TO BE A WARRANTY BY EVOLV FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY ON THE PART OF EVOLV. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 3, EVOLV DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL ELIMINATE OR PREVENT OCCURRENCES OF THE EVENTS OR THREATS THEY ARE INTENDED TO DETECT OR AVERT (INCLUDING, BUT NOT LIMITED TO, TORTS, WEAPONS OR EXPLOSIVES DETECTION OR OTHER CRIMINAL OR TERRORIST ACTIVITIES (COLLECTIVELY, “INCIDENTS”)), FUNCTION FOR THEIR INTENDED PURPOSE, MEET CUSTOMER’S NEEDS, PREVENT ANY ACTS OR INCIDENTS FROM OCCURRING OR CAUSING HARM OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, CUSTOMER’S PREMISES, EMPLOYEES OR GUESTS, VISITORS OR OTHER THIRD PARTIES), OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR DEFECTS, OR THAT ANY ERRORS WILL BE CORRECTED. EVOLV MAKES NO GUARANTY OR WARRANTY THAT THE PRODUCTS WILL DETECT, MITIGATE, ELIMINATE, PREVENT OR AVERT INCIDENTS OR THEIR CONSEQUENCES OR THAT THE PRODUCTS MAY NOT BE COMPROMISED OR CIRCUMVENTED. IN ADDITION TO THE FOREGOING DISCLAIMERS, EVOLV CANNOT CONTROL HOW THE PRODUCTS ARE USED AND, ACCORDINGLY, DOES NOT WARRANT OR REPRESENT, EXPRESSLY OR IMPLICITLY, THAT USE OF THE PRODUCTS WILL COMPLY WITH OR CONFORM TO THE REQUIREMENTS OF FEDERAL, STATE OR LOCAL STATUTES, ORDINANCES, REGULATIONS OR LAWS, OR THAT USE OF THE PRODUCTS WILL NOT VIOLATE THE PRIVACY RIGHTS OF THIRD PARTIES. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR USING THE PRODUCTS IN FULL COMPLIANCE WITH APPLICABLE LAW, GOVERNMENTAL RULES AND REGULATIONS, AND THE RIGHTS OF THIRD PERSONS.
4. CONFIDENTIALITY
(a) The Parties agree not to permit access to or disclose the other Party’s Confidential Information to any person or entity, except to its authorized directors, officers, employees, advisors, agents and contractors who are bound by confidentiality agreements with terms no less restrictive than those of this Section 4 and who need to use or have access to the other Party’s Confidential Information in order to perform the Agreement, and neither Party may use the other Party’s Confidential Information for any purpose other than to perform the Agreement. A receiving Party shall use at least the same degree of care in protecting the other Party’s Confidential Information as such Party generally exercises in protecting its own proprietary and confidential information and shall inform its authorized recipients having access to the Confidential Information of its confidential nature. In no event shall a Party use less than a reasonable degree of care in protecting the other Party’s Confidential Information. “Confidential Information” includes, without limitation, all information relating to the disclosing Party’s business plans, technologies, research marketing plans, customers, technology, employee and organizational information, product designs, product plans, know-how, and financial information, which, when provided by one Party to the other in connection with the Agreement: (i) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; (ii) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within thirty (30) days of disclosure; or (iii) a reasonable person would understand to be confidential or proprietary at the time of disclosure. For the avoidance of doubt, Documentation, Order Documents, pricing, discounting, performance or other testing results/metrics, and the terms of the Agreement constitute Evolv’s Confidential Information. Notwithstanding the foregoing, the receiving Party shall have no obligation of confidentiality with respect to any information of the disclosing Party which the receiving Party can demonstrate by competent evidence: (A) is already known to the receiving Party at the time of disclosure; (B) is or subsequently becomes publicly available through no wrongful act of the receiving Party; (C) is rightfully disclosed or provided to the receiving Party by a third party without restriction; or (D) is developed independently by the receiving Party without use of or access to the disclosing Party’s Confidential Information as shown by the receiving Party’s business records kept in the ordinary course.
(b) In addition to the foregoing disclosure exceptions, the receiving Party may disclose the other Party’s Confidential Information to the extent (i) required by law or court order, provided that the receiving Party provides the disclosing Party reasonable advanced notice of its intended disclosure to the extent permissible under applicable law, and reasonably cooperates with the disclosing Party, at its request and expense, to limit or oppose the disclosure; or (ii) required in connection with financing activities and/or due diligence requests, provided that the recipient is contractually bound to use at least the same degree of care, and in no event less than a reasonable degree of care, in protecting the Confidential Information as the receiving Party hereunder.
5. DATA
(a) Customer acknowledges and agrees that Evolv may collect (A) technical, performance and operational data generated by Customer’s use of the Products (which, in each case, does not include any Personal Data) (the “Performance Data”), and (B) certain categories of Personal Data.
(b) Customer acknowledges and agrees that Evolv may use Performance Data and Anonymized Data for Evolv’s business purposes, which may include, but are not limited to, (A) improving the performance, features, and capabilities of the Products; (B) facilitating the provision of updates, support, and other services to the Products; and (C) creating, developing, operating, delivering, and improving the Products and Professional Services.
(c) Data Processing Addendum. The data processing addendum (the “DPA”) shall govern Evolv’s processing of any Personal Data that may be required in connection with Evolv’s provision of Products to Customer under the Agreement. A copy of the DPA is available at https://legal.evolvtechnology.com/customers.
(d) Ownership of Personal Data. As between Evolv and Customer, all Personal Data shall remain the sole property of Customer.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1 Indemnification
(a) Customer Indemnification. Customer shall indemnify, defend and hold Evolv and its Indemnitees harmless from and against all damages, fines, penalties, liability, judgments, amounts paid in settlement and the costs and expenses incident thereto (including reasonable attorney fees) (“Losses”) resulting from any third party suit, demand or claim (“Claim”) arising out of or in connection with (i) Customer’s (or its subcontractor’s, agent’s, officer’s, director’s, customer’s, representative’s or employee’s) use, operation, possession, purported ownership, or control of the Products (including without limitation Losses relating to property damage, theft, personal injury, and death) or (ii) Customer’s violation of these Service Terms or the applicable Product Schedule(s), or any applicable law or governmental rule or regulation.
(b) Notwithstanding anything to the contrary herein, with respect to: (i) any Claim brought against Evolv and its Indemnitees that (A) seeks non-monetary relief; (B) involves criminal or quasi-criminal allegations or regulatory enforcement actions; (C) involves or relates to current customers, suppliers or other parties material to the conduct of the business of Evolv; or (D) if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of Evolv or (ii) any Claim brought against Evolv and its Indemnitees with respect to which Customer: (A) notifies Evolv that it refuses to assume the defense or (B) does not promptly assume the defense in accordance with these Service Terms, Evolv at its election shall have sole control of the defense and in any event shall have sole control of the settlement of such Claim, and Evolv’s reasonable costs and expenses incurred in such defense and settlement shall be deemed Losses indemnifiable by Customer hereunder.
6.2 Disclaimers
CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER EVOLV NOR ITS PRODUCTS CAN ELIMINATE, PREVENT, OR MITIGATE, IN WHOLE OR IN PART, THE THREATS OR EVENTS THAT THE PRODUCTS AIM TO DETECT AND PREVENT (INCLUDING, BUT NOT LIMITED TO, DETECTION OF WEAPONS OR EXPLOSIVES AND THE PREVENTION OF TORTIOUS CRIMINAL OR TERRORIST INCIDENTS) AND THAT EVOLV, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, SHALL NOT BE HELD LIABLE FOR ANY FAILURE TO DETECT SUCH THREATS (WHETHER DUE TO PRODUCT FAILURE, HUMAN ERROR, CUSTOMER’S OPERATING OR SENSITIVITY SETTINGS, ENVIRONMENT, OR EXTERNAL FORCES OUTSIDE OF EVOLV’S CONTROL) OR PREVENT SUCH EVENTS. EVOLV, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS ALSO SHALL NOT BE HELD RESPONSIBLE FOR NON-PRODUCTIVE TIME OR PRODUCT DOWN TIME FOR ANY REASON, OR FOR ACTS BY THIRD PARTIES THAT CAUSE HARM OR DAMAGE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ITS PERSONNEL, CONTRACTORS, AND AGENTS, INCLUDING THOSE RESPONSIBLE FOR OPERATING THE PRODUCTS AND FOR THE SECURITY OF CUSTOMER’S PREMISES, PERSONNEL, AND VISITORS. MOREOVER, EVOLV SHALL NOT BE CONSIDERED AN INSURER AND THE FEES IT CHARGES FOR THE PRODUCTS AND PROFESSIONAL SERVICES ARE INTENDED TO REFLECT THE VALUE PROVIDED TO CUSTOMER AND NOT THE VALUE OF CUSTOMER’S PREMISES WHERE THE PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED, ITS CONTENTS OR ANY LOSSES ASSOCIATED WITH PERSONAL INJURY OR DEATH, AND THAT CUSTOMER IS RESPONSIBLE FOR OBTAINING ANY INSURANCE COVERING PERSONAL INJURY OR DEATH AND REAL OR PERSONAL PROPERTY LOSS OR DAMAGE IN, ABOUT, ON OR TO THE CUSTOMER PREMISES WHERE THE PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED.
6.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT EVOLV SHALL NOT BE LIABLE FOR SPECIFIC PERFORMANCE OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR CAUSED BY THE LOSS OF USE OF THE PRODUCTS, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA, INTERRUPTION OF BUSINESS, INCIDENTS (INCLUDING, BUT NOT LIMITED TO, TORTS, WEAPONS OR EXPLOSIVES DETONATION OR OTHER CRIMINAL OR TERRORIST ACTIVITIES), OR LOST REVENUES, EVEN IF EVOLV IS AWARE OF THE POSSIBILITY OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVOLV’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EVOLV UNDER THE ORDER DOCUMENT GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE DAMAGES.
7. MISCELLANEOUS
7.1 Governing Law/Dispute Resolution. The Agreement is governed by and shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of laws principles. If any claims, actions or dispute arise out of, or relate to this Agreement (each, a “Dispute”), the Parties agree to endeavor in good faith to resolve the Dispute through discussion within thirty (30) days after written notice is given by either Party of a request for discussion. If not so resolved, either Party may submit the Dispute to mediation administered by the American Arbitration Associations under its Commercial Financial Disputes Mediation Rules, before resorting to arbitration. Thereafter, any unresolved Dispute shall be resolved by binding arbitration before a single arbitrator and administered by the American Arbitration Association in Boston, Massachusetts in accordance with its expedited Commercial Arbitration Rules and the results of such arbitration shall be binding and kept confidential. Any award or order rendered by the arbitrator may be confirmed as a judgment or order in any state or federal court of competent jurisdiction. The costs of any arbitration proceedings shall be shared equally by both Parties. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other Party is entitled of costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award. Notwithstanding the foregoing, the Parties agree that any Dispute seeking (i) to enforce or protect, or concerning the validity of, any intellectual property rights, (ii) to collect unpaid Fees, or (iii) to prevent immediate harm through injunctive relief, are not subject to the above provisions concerning arbitration, and may be pursued in a court of competent jurisdiction in the Commonwealth of Massachusetts.
7.2 Waiver. If one Party fails to enforce a provision of the Agreement, it shall not be precluded from enforcing the same provision at another time. All rights and remedies, whether conferred hereunder, or by any other instrument or law, unless otherwise expressly stated herein, are cumulative.
7.3 Binding Agreement; No Assignment. The Agreement will be binding upon and enforceable only by the Parties, their respective successors, and permitted assigns. Customer may not assign or transfer any interest in or obligation under the Agreement without the prior written consent of Evolv and any attempt at assignment or transfer without such consent shall be void and of no force or effect. Such consent from Evolv shall not be unreasonably withheld, but shall, at a minimum, be subject to any potential assignee’s or transferee’s written agreement to honor the terms of the Agreement.
7.4 Entire Agreement. No terms and conditions stated in a Customer purchase order, Customer payment system, or other Customer originated instrument or document shall be incorporated into or form any part of the Agreement, and all such terms and conditions shall be null and void.
7.5 Independence of Parties. The Agreement shall not be construed as creating any agency, joint venture, partnership or similar relationship between the Parties. The status of Evolv and its personnel is and will be that of independent contractors of Customer and will not, at any time or for any purpose, be deemed employees or agents of Customer.
7.6 Invalidity; Unenforceability. If any provision of the Agreement shall be declared invalid or unenforceable under applicable law or by a court decision, such invalidity or unenforceability shall not invalidate or render the Agreement unenforceable, but rather the Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of the Agreement, the Parties shall promptly attempt to negotiate a substitute therefor that preserves, to the fullest extent possible, the respective rights and obligations imposed on each Party under the Agreement as originally executed.
7.7 Survival. In addition to those provisions which by their nature are intended to survive any termination or expiration of the Agreement, Sections 4 (Confidentiality), 6 (Indemnification and Limitation of Liability), and Section 7 (Miscellaneous) of these Service Terms shall specifically survive such termination or expiration.
7.8 Force Majeure. Neither Party shall be liable to the other, following notice thereof, for any failure or delay in performance of its obligations (except for required payments) for any cause that is beyond the reasonable control of such Party for the duration of such force majeure event, which may include denial-of-service attacks, a failure by a third party hosting provider, telecommunication or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.