FINDER Memorandum Of Understanding

    Updated June 25, 2025

    FINDER SOFTWARE SOLUTIONS, LLC

    AGENCY PLATFORM ACCESS AND DATA CONTRIBUTION AGREEMENT 

    This Memorandum of Understanding (“MOU”) is entered into by and between FINDER Software Solutions, LLC, a Florida limited liability company (“FINDER”), and the law enforcement or criminal justice agency (“Agency”) that creates an account or accesses the FINDER platform. This MOU governs participation in the FINDER data sharing network and confirms mutual understanding of data use, contribution, access controls, and CJIS-compliant security standards. This MOU serves as the Information Exchange Agreement (IEA) and, where applicable, a Management Control Agreement (MCA) under Section 5.1 of the CJIS Security Policy. 

    This MOU is entered into by and between FINDER Software Solutions, LLC, a Florida limited liability company with its principal office located at 4185 35th Street N, St. Petersburg, FL 33714 (“FSS” or “Service Provider”), and the AGENCY. The effective date of this Agreement shall be the date on which FSS receives a Purchase Order or upon initial access to the platform by any Authorized User, whichever occurs first. 

    Use of the FINDER Platform is conditioned on compliance with these terms. By creating an account or accessing the platform, the AGENCY acknowledges and agrees to be bound by this Agreement. An individually executed MOU between FSS and a specific agency shall supersede this general agreement for that agency. 

    BACKGROUND 

    FINDER (Federated Integrated Network for Data Exchange and Retrieval) is a secure information-sharing platform developed by law enforcement for law enforcement. Its mission is to enhance officer safety, improve investigative efficiency, and reduce crime by enabling cross-jurisdictional access to criminal justice data. Built on over two decades of collaboration, FINDER empowers agencies with a unified view of records and intelligence to detect patterns and close cases faster. 

    Agency desires to access and use Service Provider’s Federated Integrated Network for Data Exchange and Retrieval (“FINDER Platform” or “FINDER”) for cross-jurisdictional sharing of police records. Agency also desires to share data and records collected by or on behalf of the Agency (“Agency Data”) with other government agencies authorized by Service Provider to use FINDER (“Authorized Agencies”). 

    TERMS 

    1. Agency Right to Access and Use Finder Platform; Authorized Users 
      Service Provider will use commercially reasonable efforts to make FINDER available to Agency during the term of an applicable order form executed by Service Provider and Agency (an “Order”), subject to the terms and conditions in that Order and this Agreement. Subject to the terms and conditions herein, Service Provider hereby grants Agency a revocable, non-exclusive, non-transferable right, during the Term, for Authorized Users to access and use FINDER solely for Agency’s lawful purposes. Such access and use is limited to Agency personnel who the Agency has authorized to use the FINDER Platform (“Authorized Users”). Agency acknowledges and agrees that it is Agency’s sole responsibility to ensure that only Authorized Users access FINDER and that Authorized Users are permitted to have access to the information contained in and submitted to the FINDER including but not limited to any information considered Criminal Justice Information and subject to confidentiality duties and obligations with respect to their use of and access to the FINDER platform. Authorized Users may also be required to agree to FINDER’s click-through EULA when accessing the platform. 
    1. Permission and Restrictions 
      Agency and its Authorized Users may access and use FINDER to the limited extent set forth in the Order, during the term of that Order, solely for purposes and in manners permitted with applicable laws, including but not limited to legitimate law enforcement functions such as criminal investigations, intelligence analysis, case support, or officer safety initiatives. Except as otherwise expressly authorized in this Agreement, Agency will not and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the FINDER Platform (except to the extent such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the FINDER Platform; (iii) copy, modify, create derivative works of, or remove proprietary notices from the FINDER Platform; or (iv) use the FINDER Platform for personal, commercial, or other non-law enforcement purposes. 
    1. Pricing and Payment 
      Upon the commencement of the Initial Term and upon commencement of each successive Renewal Term (as defined in Section 12 below), Agency shall pay to Service Provider an annual subscription fee in the amounts set forth in the applicable Order (the “Annual Fee”). Upon providing written notice to Agency at least sixty (60) days prior to the commencement of any Renewal Term, Service Provider may increase the Annual Fee provided that such increase shall not exceed 3% over the prior year’s Annual Fee. Agency shall remit payment to Service Provider within forty-five (45) days of receipt of Service Provider’s invoice. Late payments may be subject to a service charge of 1.5% per month or the maximum amount allowable by law. Agency shall notify Service Provider of any disputes with an invoice within fifteen (15) calendar days of receipt of such invoice. The Parties agree to cooperate and work diligently to resolve any such dispute in good faith. 
    1. Contributed Data License Grant 
      Agency hereby grants to Service Provider a revocable, non-exclusive, non-transferable, sub-licenseable (as provided for herein), royalty-free, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute Agency Data submitted to the FINDER platform (“Contributed Data”) for the purposes of fulfilling Service Provider’s obligations under, and subject to, this Agreement. All access to and processing of Contributed Data shall be performed in a manner consistent with applicable law and the CJIS Security Policy. Service Provider shall implement administrative, physical, and technical safeguards required for CJIS compliance. 
    1. Data Ownership and Service Provider Obligations 
      Agency and Service Provider acknowledge and agree that, to the extent permitted by applicable law, all Contributed Data remains the exclusive property of Agency and Agency retains sole ownership, control, and responsibility for the Contributed Data. Service Provider may only use the Contributed Data as set forth in this Agreement. Agency may modify or delete Contributed Data at any time in its sole discretion. Service Provider may use and retain the Contributed Data only to fulfill the purpose of this Agreement and as otherwise permitted by law. This Agreement does not transfer any rights to the Contributed Data to Service Provider, any Other Agency or any third party, other than the express licenses and permissions set forth in this Agreement and the applicable Order. 
    1. CJIS Security Addendum and Contractor Obligations 
      In recognition of Service Provider’s role in supporting criminal justice functions and handling Criminal Justice Information (CJI), the following terms apply: 

    This Agreement aligns with the FBI CJIS Security Policy, currently Version 5.9.1, and Service Provider shall maintain compliance with that policy and any future updates issued by the FBI CJIS Division. Where Service Provider performs criminal justice functions or has access to unencrypted CJI, it shall fully comply with the CJIS Security Policy and the CJIS Security Addendum as required under 28 CFR §20.33. 

    Service Provider shall ensure that any personnel with access to CJI are fingerprint-based background screened, receive appropriate CJIS security awareness training, and follow administrative, physical, and technical safeguards consistent with CJIS requirements. 

    This MOU incorporates by reference the CJIS Security Addendum for vendors and contractors handling CJI. A full copy of the Addendum is available at: 
    https://www.fbi.gov/file-repository/cjis-security-addendum.pdf/view 

    For questions related to CJIS compliance, security protocols, or personnel access requirements, agencies may contact Service Provider at: admin@findersoftware.com 

    1. National and Third-Party Information Platform Data Sharing 
      By entering this Agreement, Agency expressly consents to and authorizes Service Provider to disclose Contributed Data to federal-government operated law enforcement information sharing systems including, but not limited to, the FBI’s National Data Exchange (N-DEx), and the Law Enforcement Information Exchange (LinX) (such federal information sharing systems “National Information Platforms”) and other platforms, systems, services, or partners that support criminal justice, public safety, and/or United States national security objectives as identified and authorized by Service Provider (“Third Party Information Platforms”). Agency may opt out of sharing Contributed Data with National Information Platforms or Third Party Information Platforms at any time by providing written notice to Service Provider, and Service Provider will cease such sharing within a reasonable timeframe subject to technical feasibility and retention requirements. Agency acknowledges that once data is shared with Authorized Agencies or approved external platforms, control of that data’s downstream use may be subject to those recipients’ applicable policies, audit controls, and retention laws. 
    1. Authorized Agency Data Sharing 
      Agency expressly authorizes Service Provider to make Contributed Data available through the FINDER system to other Authorized Agencies who participate in the FINDER network. Agency understands and agrees that Contributed Data may be used in connection with federated search capabilities, investigative intelligence sharing, or analytical tools provided to other FINDER participants and partner agencies. Service Provider shall ensure that Agency’s uses of FINDER are subject to all access controls, user restrictions, and legal limitations applicable to Agency and its Authorized Users. Service Provider shall maintain audit logs of all cross-agency access to Contributed Data and provide logs to Agency upon request, consistent with CJIS Security Policy Section 5.4. Audit logs shall include user ID, timestamp, originating agency, and nature of query or access, and will be retained in accordance with CJIS log retention policies. 
    1. Third-Party Access Acknowledgement 
      Agency understands that the Contributed Data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Authorized Agencies, National Information Platforms, and Third Party Information Platforms. Agency acknowledges and agrees that these third parties are not under Service Provider’s or its affiliates’ control and neither Service Provider nor its affiliates are responsible for the manner in which such third parties use, retain, access, disclose, or safeguard the Contributed Data or any reports or materials created using Contributed Data. Agency retains the right to revoke access to Contributed Data where legally permissible, subject to applicable laws and regulations governing data retention, criminal justice records, and national information sharing policies. Agency retains the right to revoke or restrict third-party access to its Contributed Data upon written request, subject to reasonable technical feasibility and legal requirements for data retention or audit. 
    1. RF Data Acknowledgement 
      Agency understands that certain Contributed Data or data or information accessed from FINDER could include radio-frequency data or geo-positioning data. Radio-frequency data includes data obtained through radios or devices that collect signals transmitted from devices in the possession of or near an individual (“RF Data”). RF Data may include information such as, but not limited to, electronic identifiers of the transmitting device (e.g., MAC Identifier), advertising identifiers, the names of networks or devices the transmitting device has been in communication with, and other related data commonly exchanged when devices connect to, or communicate with, one another. Devices that transmit RF Data may include cellular phones, computers, tablets, accessory devices such as watches and headphones, IoT devices, and any other device that transmits digital information using radio signals. RF Data may also include GPS coordinates or the location of devices with which the device recently communicated, or may be used to determine a geographic location for the transmitting device at the time of collection or in the past (“Geolocation Data”). 
      Agency understands and agrees that it is solely responsible for legal and regulatory compliance related to the collection, storage, sharing, and use of RF Data, including obtaining necessary search warrants or user consents when required. Service Provider makes no representations or warranties regarding the legal framework applicable to RF Data and disclaims any liability in connection with the collection or use of RF Data or Geolocation Data. Agency assumes full responsibility and risk, including compliance obligations, for any such data collected or used in connection with FINDER. 
    1. Agency Warranty 
      Agency acknowledges that Contributed Data may include Criminal Justice Information (CJI), Personal Information (PI), or other data governed by privacy laws, regulations, and standards, including but not limited to the CJIS Security Policy. Agency represents, warrants, and covenants that it shall not use the FINDER platform for any improper or illegal purpose, including (a) discrimination, (b) harassment, (c) compromising data security or confidentiality, (d) fraudulent activity, (e) violating privacy or constitutional rights, or (f) breaching contractual or legal obligations. 
      Agency further represents and warrants that it has obtained all necessary authorizations, notices, and consents for the collection and sharing of personal or identifying information in FINDER and that it will not input, transmit, or share prohibited or unauthorized content. Agency, not Service Provider, is solely liable for compliance with all applicable data protection laws and assumes full responsibility for all data it submits or makes available through FINDER. Service Provider operates as a technical facilitator of authorized data sharing and does not independently determine legal sufficiency of data use by Agencies. Agency is responsible for ensuring its Authorized Users are trained and understand the lawful use limitations of the FINDER platform, including appropriate handling of CJI and PI. It is the Agency’s responsibility to ensure that any data uploaded to or shared via FINDER complies with applicable laws and authorization requirements. 
    1. Agency Acknowledgement 
      Agency acknowledges that FINDER aggregates data from multiple third-party agencies and data sources not under the control of Service Provider. Such data may be modified or removed without notice. Agency is solely responsible for any actions or decisions made based on such data and agrees to exercise appropriate professional judgment in using any outputs from the FINDER platform. 
    1. Term 
      The term (the “Term”) of this Agreement consists of the Initial Term and all Renewal Terms. The Initial Term shall begin on the effective date of the applicable Order and continue for three (3) years unless terminated earlier under this Agreement. After the Initial Term, the Agreement shall automatically renew for successive one-year periods (“Renewal Terms”) unless either Party gives written notice of non-renewal at least thirty (30) days before the expiration of the then-current Term. 
    1. Termination 
      a. Termination for Convenience. Either Party may terminate this Agreement for any reason with sixty (60) days’ prior written notice. If Agency terminates for convenience, no refund shall be due. 
      b. Termination for Cause. Service Provider may terminate this Agreement immediately if Agency breaches any material term. No refund shall be due in the event of such termination. 
      c. Effect of Termination. Upon termination of this Agreement: 
      i. Agency shall immediately cease all access and use of the FINDER platform; 
      ii. Agency shall, upon request, return or confirm deletion of any Service Provider data or materials. 
    1. Warranty Disclaimer 
      THE FINDER PLATFORM AND ALL DATA THEREIN IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. SERVICE PROVIDER DOES NOT WARRANT THAT FINDER WILL BE UNINTERRUPTED OR ERROR-FREE. 
    1. Limitation of Liability 
      a. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SERVICE PROVIDER AND ITS REPRESENTATIVES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF $1,000 OR THE TOTAL AMOUNT PAID BY AGENCY IN THE 12 MONTHS PRECEDING THE CLAIM. 
      b. Waiver of Consequential Damages. UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER OR ITS REPRESENTATIVES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
    1. Intellectual Property and Ownership 
      Service Provider retains exclusive rights to all intellectual property, software, documentation, modules, enhancements, and tools developed for or used in the FINDER platform. No rights are transferred to Agency other than the limited access rights set forth in this Agreement. 
    1. Confidentiality 
      Agency agrees to protect Service Provider’s confidential information with the same level of care it applies to its own sensitive data and to only use such information for purposes authorized under this Agreement. Agency’s confidentiality obligations survive termination of this Agreement for five (5) years or, with respect to trade secrets, as long as such information remains a trade secret. 
    1. Survival 
      Sections that by their nature are intended to survive termination — including those relating to confidentiality, data ownership, warranties, limitations of liability, and intellectual property — shall remain in effect after the expiration or termination of this Agreement. 
    1. Entire Agreement 
      This Agreement and the applicable Order constitute the complete and exclusive agreement between the Parties and supersede all prior agreements or communications relating to the subject matter. 
    1. Severability 
      If any provision is found invalid or unenforceable, the remaining provisions will remain in full force, and the Parties shall endeavor to replace the invalid term with a valid term reflecting the Parties’ original intent. 
    1. Miscellaneous 
      All notices must be in writing and delivered electronically. No waiver or modification of this Agreement is valid unless in writing and signed by both Parties. This Agreement shall be governed by the laws of Florida unless otherwise required by law. Agency may not assign this Agreement. This Agreement may be executed in counterparts. 
    1. Execution and Signature 
      This Agreement shall be executed by an authorized representative of each Party. The undersigned represent that they have the authority to bind the respective Party. 

    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the dates set forth below. 

    AGENCY: 
    Agency Name: ______________________________________ 
    By: ________________________________________________ 
    Title: _______________________________________________ 
    Date: _______________________________________________ 

    FINDER SOFTWARE SOLUTIONS, LLC: 
    By: ________________________________________________ 
    Name: ______________________________________________ 
    Title: _______________________________________________ 
    Date: _______________________________________________ 

    FINDER PAWN ADDENDUM 

    1. This Addendum supplements the Agreement between the Parties and specifically governs Agency’s use of the FINDER Pawn module. In the event of a conflict between the Agreement and this Addendum, the terms of this Addendum shall control with respect to the FINDER Pawn system. This Addendum applies only if Agency elects to utilize the FINDER Pawn system under an applicable Order. 
    1. Purpose 
      This Addendum outlines the terms and responsibilities related to Agency’s access to and use of the FINDER Pawn system, which facilitates secure collection and monitoring of pawn, secondhand goods, and scrap metal transaction data. 
    1. Responsibilities of Service Provider 
      (a) System Access: Service Provider shall provide Agency with access to the FINDER Pawn system for collection and review of pawn and secondhand dealer data. Service Provider will secure Transaction Data using administrative, technical, and physical safeguards as required by law. 
      (b) Training and Documentation: Service Provider will provide initial training to Agency’s designated Pawn Point of Contact and provide system documentation for Agency and shop users. 
      (c) Technical Support: Technical support for FINDER Pawn will be provided consistent with the support terms in the Agreement. 
      (d) Data Sharing Authorization: Service Provider is authorized to make pawn transaction data available to other authorized FINDER participants. 
      (e) No Responsibility for Compliance or Accuracy: Service Provider is not responsible for: 
      i. Accuracy, completeness, or timeliness of shop-entered data; 
      ii. Enforcing compliance with local shop reporting laws; 
      iii. Reviewing or validating data submitted by shops. 
    1. Responsibilities of Agency 
      (a) User and Shop Account Management: Agency is responsible for managing user and shop accounts. 
      (b) Shop Data Collection: Agency is responsible for ensuring shops submit data as required by law. 
      (c) Data Validation: Agency must validate and monitor transaction data quality. 
      (d) Optional Configuration Support: If requested, Service Provider may assist with onboarding and import setup at additional cost. 
      (e) Ownership of Collected Data: All data remains Agency property, and Agency controls its use and removal. 
      (f) Data Sharing Consent: Unless opted out in writing at the time of execution, Agency consents to sharing pawn data with national law enforcement platforms. 
    1. Term and Termination 
      This Addendum shall be effective upon execution of the Agreement and shall remain in effect for the duration of the Agreement unless terminated independently with sixty (60) days’ notice. 
    1. Incorporation by Reference 
      All relevant terms, definitions, and obligations from the Agreement apply to this Addendum. 

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