FINDER Memorandum Of Understanding

Updated June 25 2025

FINDER SOFTWARE SOLUTIONS, LLC

AGENCY PLATFORM ACCESS AND DATA CONTRIBUTION AGREEMENT

This Memorandum of Understanding (“MOU”) governs participation in the FINDER Data Sharing Network, including but not limited to use of the FINDER Platform, Finder Investigate, and Finder Pawn modules, regardless of whether the user accesses the system for data contribution, query, or both. By creating an account, accessing the system, or submitting a Purchase Order for services, the user agency (“AGENCY”) and its authorized personnel (“Authorized Users”) agree to the terms outlined herein.

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 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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 by providing written notice of opt-out to Service Provider in accordance with the terms and conditions of this Agreement.
7. 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.
8. 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.

9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.

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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Incorporation by Reference
   All relevant terms, definitions, and obligations from the Agreement apply to this Addendum.

Updated 10/28/2024

The following Memorandum Of Understanding For Participation In The Finder Data Sharing Network is agreed to by all users accessing the FINDER platform, including but not limited to Finder Investigate and Finder Pawn regardless of contribute or query only access.

An individual agency executed Memorandum Of Understanding For Participation In The Finder Data Sharing Network shall supersede the terms in this agreement.

By creating an account and accessing FINDER the user agrees with the terms provided in this Memorandum of Understanding (MOU) as made by and between FINDER Software Solutions, LLC, a Florida limited liability company, hereinafter referred to as “FSS”, with headquarters at: 4185 35^th Street N, St. Petersburg, FL 33714, and the Registered User and Users Agency hereinafter referred to as “AGENCY.”  

Purpose; Term; Auto-Renewal

Subscribing agencies shall refer to their executed MOU for the subscription term and renewal and termination terms.

Agencies accessing FINDER on a demo or trial period should refer to their invoice for the demo period terms.

FSS will notify AGENCY at least ninety (90) days prior to any anticipated price increase that exceeds 3% of the prior year’s subscription fee. The provisions of this MOU which govern AGENCY’s use of FINDER will remain in effect should AGENCY continue utilizing the FINDER system for any period of time not covered by a subsequent MOU.

Performance Under this MOU by FSS

For the period of this MOU, FSS agrees to:

1. Provide technical support for the FINDER application and any optional features that are deployed to AGENCY during the period of this MOU. 
2. Develop and/or modify “parsers” necessary to ensure quality data sharing between AGENCY and the FINDER system.
3. FSS, in its sole discretion, may develop and deploy enhancements to the FINDER system that address public safety needs.
4. FSS, in its sole discretion, may assist AGENCY with information sharing needs that may or may not be directly related to FINDER.
5. Public Record of Agreement

FSS shall comply with the Florida public records laws found in Chapter 119 of the Florida Statutes and, as specifically required by F.S. 119.0701(2)(b), FSS will: “(1) Keep and maintain public records required by the public agency to perform the service; (2) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; and (4) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.”

Should FSS fail to comply with the public records laws, AGENCY may immediately terminate this agreement by delivering a written notice of termination to FSS at the address specified on page 1 hereof.

The public records referred to in this section consist of copies of this MOU and correspondence relating to the MOU.

IF THE CONTRACTOR (FSS) HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THEY WILL CONTACT THE AGENCY’S CUSTODIAN OF PUBLIC RECORDS SPECIFIED ON PAGE 7 HEREOF.

6.    FSS shall abide by all aspects of the FBI’s CJIS Security Policy referenced in D.1. below and the CJIS Security Addendum attached thereto, as either may be amended from time to time.

Performance Under this MOU by AGENCY

For the period of this MOU, AGENCY agrees that:

1. AGENCY must follow the current U. S. Department of Justice Criminal Justice Information Services Security Policy which can be found at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center. 
2. AGENCY’s use of the FINDER system is contingent upon the AGENCY having internet access and utilizing the secure FINDER network for cross-jurisdictional data sharing.
3. AGENCY’s use of the FINDER system must follow certain requirements which include, but are not limited to:
   • Use of the FINDER system is restricted to the administration of criminal justice or as otherwise specifically authorized or required by law.  AGENCY will allow only properly screened, authorized personnel to have access to information contained within the FINDER system.
   • It is the responsibility of the AGENCY to ensure that access to FINDER is for authorized purposes only and to regulate proper access to and use of the system and information at all times.
   • The AGENCY will disseminate information derived from the FINDER system only to criminal justice agencies and only for criminal justice purposes. Criminal justice purposes include criminal justice employment screening.  Records contained in the FINDER system must be verified with and documented by the contributing agency.
4. AGENCY is only authorized to provide FINDER access to their own personnel. Requests from other agencies for a FINDER user account, including for multi-agency task forces, should be referred to https://findersoftware.com/support.   However, if AGENCY hosts other agencies on their RMS and/or CAD system, AGENCY may permit authorized personnel from such hosted agency to access AGENCY’s FINDER server after verifying with FSS that the hosted agency also has a current MOU in place with FSS.
5. AGENCY is responsible for ensuring that records subject to orders for expunction or sealing are appropriately removed from FINDER and any other data sharing systems.  AGENCY controls which of its personnel have access to the “Data Expunge Utility” in FINDER.
6. AGENCY’s use of FINDER is subject to the following specific requirements:
   • The AGENCY shall permit FSS personnel to conduct inquiries with regard to any alleged or potential security violations, as well as for routine audits.  AGENCY personnel should be on notice that the FINDER system logs every query.
   • If AGENCY has FINDER installed locally, AGENCY will permit FSS personnel to access AGENCY’s FINDER server (via secure remote connection) as necessary for FINDER updates and/or troubleshooting.
   • Any public records request made to the AGENCY pursuant to Chapter 119, F.S. for information from the FINDER system will be forwarded to the law enforcement agency that is the original contributor of the information to the FINDER system. Any request to the AGENCY from another law enforcement agency for information obtained from the FINDER system will be treated as exempt pursuant to Section 119.071(2)(c)2a. It is understood and acknowledged, however, that to the extent the AGENCY is required to disclose any documents or related information pursuant to Chapter 119, F.S., nothing herein shall prohibit it from so doing.
   • An Agency reporting or classifying an individual as a criminal gang member, criminal gang associate, sexual predator, sexual offender or any other type of offender or defined association within FINDER is solely responsible to ensure the individual meets the statutory definition thereof.
7. FSS is not responsible for the acquisition, maintenance, operation or repair of AGENCY’s workstations or servers, or for supplies or software licensing therefor; or for AGENCY’s personnel costs related to the use of the FINDER system.

Data Ownership; Accuracy; Security

1. AGENCY retains sole ownership, exclusive control, and full responsibility for the information it contributes to FINDER.  AGENCY may update, correct, or delete any of its data in FINDER or any other connected data-sharing system at any time.  Data contributed by AGENCY remains its property; however, it is made available for access across the FINDER network to enhance collaboration and data sharing among participating agencies.  FINDER will store a copy of this data for the duration of this Memorandum of Understanding (MOU).  The stored data will be updated, modified, or removed in accordance with changes made by AGENCY in its own systems, including when AGENCY updates, removes or terminates the corresponding record. 
2. Information submitted by AGENCY will not be altered or changed in any way except by AGENCY or with AGENCY’s express written consent.
3. All records in the FINDER system will be clearly marked to identify which law enforcement agency contributed the data. Records must be verified by the contributing agency before using the information for affidavits, subpoenas, warrants or any other purpose.
4. Through the FINDER system, FSS may provide access to records from NCIS’s Law Enforcement Information Exchange (LinX), a national data-sharing system exclusively for law enforcement.  By separate MOU (see J.2. hereof), FSS may also provide access to records from the FBI’s National Data Exchange (N-Dex).
5. Each party agrees to use the same degree of care in protecting information accessed under this MOU as it exercises with respect to its own sensitive information. Each party agrees to take appropriate corrective administrative and/or disciplinary action against any of its personnel who misuse the FINDER system as if it were an abuse of their own sensitive information systems

Liability

1. AGENCY understands that FSS, its managers, officers, agents, and employees shall not be liable in any claim, demand, action, suit or proceeding, including, but not limited to, any suit in law or in equity, for damages by reason of, or arising out of, any false arrest or imprisonment or for any loss, cost, expense or damages resulting from or arising out of the acts, omissions or detrimental reliance of the personnel of the AGENCY in relying upon information transmitted through the FINDER system.
2. To the extent provided by law, the AGENCY agrees to be responsible for the intentional or grossly negligent acts or omissions of its personnel arising out of or involving any information contained in, received from, or transmitted through the FINDER system. Nothing herein shall be construed to be a waiver of sovereign immunity.
3. To the extent provided by law, FSS agrees to be responsible for the intentional or grossly negligent acts or omissions of its personnel arising out of their programming services or involving any information contained in, received from, entered into or transmitted through the FINDER system.
4. FSS acknowledges that it has the right to provide the foregoing services and, to its knowledge, the activities hereunder do not conflict with any duties or obligations of FSS to any other agency, entity or third party. FSS makes no representations or warranties, expressed or implied, regarding its performance under this MOU including, but not limited to, the marketability, use or fitness for any particular purpose of the services or non-infringement of rights pursuant to the provision of services under this MOU. FSS is not liable for any direct, indirect, consequential, special or other damages suffered by AGENCY as a result of AGENCY’s use of FSS’s services, unless there is a showing of gross negligence or willful misconduct on behalf of FSS.

Patents; Copyrights; Intellectual Property

1. Ownership of patents, copyrights, software or intellectual property of any type that result from any arrangement arising from this MOU or FSS’s performance under this MOU, including, but not limited to, all FINDER applications, upgrades and parsers, will remain with FSS.
2. FSS will grant a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable right and license to use the FINDER software application and any other software developed by FSS for AGENCY solely for the purposes of using such software for its intended purpose.

Termination

1. Either Party may terminate this MOU at any time by giving thirty (30) days written notice to the other party unless otherwise stipulated in the agency MOU or demo terms. If termination is exercised by AGENCY, FSS is not obligated to refund any monies previously paid to FSS by AGENCY or on AGENCY’s behalf.
2. FSS may terminate this MOU immediately, without advance notice, in the event AGENCY breaches this MOU or fails to fulfill its obligations hereunder. FSS is not obligated to refund any monies previously paid to FSS by AGENCY or on AGENCY’s behalf in the event of such breach or failure.
3. Upon termination of this MOU for any reason, AGENCY’s license in and to FINDER applications and related intellectual property shall immediately cease.

Pricing/Payment

Pricing for participation in the FINDER data sharing system is based on the number of AGENCY’s sworn personnel and includes access for an unlimited number of authorized AGENCY users. Agency shall refer to their individual MOU for pricing and payment details.

Related Agreements

Agencies and users shall be subject to additional terms, including but not limited to the Privacy Policy, Terms of Service, User Privacy Policy, and Lucidus Agreement, available at https://findersoftware.com/terms-privacy/.

Additional agreements may also impact AGENCY’s use of the FINDER data sharing system which may include but is not limited to: Agreement between Florida Department of Law Enforcement, Criminal Justice Systems Officer, National Data Exchange (N-DEx), Lucidus Technologies.

By signing this agreement, the Customer acknowledges and agrees to the terms outlined in the following FINDER policies, which are accessible at https://findersoftware.com/terms-privacy/ and may be updated at any time: Privacy Policy, Terms of Service, User Privacy Policy, Memorandum of Understanding, Lucidus Agreement, and CJIS Compliance Statement.

Publicity

Neither party will use the name of the other party in publicity activities without the prior written consent of the other except that, during the term of this MOU or any renewal thereof, AGENCY agrees that:

1. FSS may share and promote AGENCY’s communications that are publicly available (posted on social media, news, or other public outlets);
2. FSS may use AGENCY’s name and logo in FSS marketing efforts (including customer listings, on website, testimonials, reference calls, FINDER service announcements, etc.); and
3. FSS may share information on AGENCY with its affiliates for marketing and other business purposes.

Amendments; Assignment; Governing Law; Attorneys’ Fees

This MOU may be amended by FSS at any time. Agency MOU’s shall supersede this agreement and shall be consulted. 

This MOU is to be governed and construed in accordance with the laws of the State of Florida and all applicable Federal statutes and regulations. Agency MOU’s shall supersede this agreement and shall be consulted. 

In the event it becomes necessary for either party to enforce any of the terms of this MOU, the prevailing party shall be entitled, in addition to such damages or other relief as may be granted, to recover reasonable attorneys’ fees and costs, such attorneys’ fees to include those incurred in connection with any actual or intended mediation, arbitration, trial or appeal.