HomeMy WebLinkAbout2025-033A TRUE COPY
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IZYAN L. BUTLER, CLERK
Public Safety Threat Alliance
Member Agreement
This Member Agreement ("Agreement") is entered into between Public Safety Threat Alliance, a
registered ISO established by Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite
4400, Chicago, IL 60661 ("PSTA") and , ("Member") with offices
at . PSTA and Member will each
be referred to herein as a "Party" and collectively as the "Parties". This Agreement is effective as
of the date of the last signature (the "Effective Date").
Whereas, the Public Safety Threat Alliance was created to administer, collect and share cyber
threat intelligence information with a focus on public safety systems and mission critical networks;
Whereas, the goal of the Public Safety Threat Alliance is to provide Members with cyber
intelligence relevant to public safety, provide shared best practices, to raise cybersecurity
awareness and increase cyber maturity of the entire public safety landscape through Public Safety
Threat Alliance distributed content;
Whereas, Member desires to participate and contribute to the Public Safety Threat Alliance, and
receive cyber threat intelligence information from the Public Safety Threat Alliance in accordance
with the terms of this Agreement.
1. Definitions
"Affiliate" shall mean any company, corporation or other entity controlled by, in control of or under
common control with Member and Member has authority to contractually bind the entity. For
purposes of this definition, "control" means the ownership, legally or beneficially, directly or
indirectly, of more than 50% of the voting shares or more than 50% of the assets of any company or
corporation.
"Authorized Users" are Member's employees, contractors, and the entities (if any) specified in an
Ordering Document, provided such entity is an Affiliate of Member or otherwise approved by PSTA
in writing (email from an authorized PSTA signatory accepted), which may include affiliates or other
Member agencies.
"Content Materials" are anonymized, aggregated and/or other generalized information obtained
from PSTA Members, PSTA customers and other external sources relating to security threat
intelligence and mitigation data generally. Such Content Material may include, but is not limited to:
third party threat vectors and IP addresses, file hash information, domain names, malware
signatures and information, information obtained from third party sources, indicators of compromise,
as well as tactics, techniques, and procedures used, learned or developed in the course of
addressing security incidents. Content Materials may include Service Use Data and Personal Data.
"Controller" means the entity who collects and determines the purpose and means of Processing
of Personal Data.
"Data Protection Laws" means all data protection laws and regulations applicable to a Party with
respect to the Processing of Personal Data under the Agreement.
"Data Subjects" means the identified or identifiable person to whom Personal Data relates.
"Metadata" means data that describes other data.
"PSTA Data" means data owned by PSTA and made available to Member as Content Material.
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"Ordering Document" means solution descriptions, equipment lists, statements of work,
schedules, technical specifications, and other ordering documents setting forth the Fees
associated with the Public Safety Threat Alliance Subscription, additional options or cyber security
services to be purchased by Member and provided by PSTA and additional rights and obligations
of the Parties.
"Other Sources" means sources of Content Material other than Member such as other Public
Safety Threat Alliance Members, PSTA customers, third parties and sources providing publicly
available information.
"Personal Data" means any information relating to an identified or identifiable natural person
transmitted to PSTA by, through, or on behalf of Member and its Authorized Users as part of Content
Material. An identifiable natural person is one who can be identified, directly or indirectly, in particular
by reference to an identifier such as a name, an identification number, location data, an online
identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic,
cultural or social identity of that natural person.
"Process" or "Processing" means any operation or set of operations which is performed on
Content Material, including Personal Data or on sets of Personal Data, whether or not by
automated means, such as collection, recording, copying, analyzing, caching, organization,
structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.
"Processor" means the entity which Processes Personal Data on behalf of the Controller.
"Security Incident" means an incident leading to the accidental or unlawful destruction, loss,
alteration or disclosure of, or access to Personal Data, while processed by PSTA.
"Service Use Data" means data generated about the use of the Products and Services through
Customer's use or PSTA's support of the Products and Services, which may include Metadata,
Personal Data, product performance and error information, activity logs, and date and time of use
"Member Contact Data" means data PSTA collects from Member and its Authorized Users for
business contact purposes, including without limitation marketing, advertising, licensing, invoicing
and sales purposes.
"Sub -processor" means other processors engaged by PSTA to Process Content Material which
may include Personal Data.
"Third Party Data" means information obtained by PSTA from publicly available sources or its
third party content providers which may be aggregated with Content Materials and thereby become
part of Content Materials made available to Member by PSTA.
2. Public Safety Threat Alliance Participation
2.1 Member Participation. As a Member participating in the Public Safety Threat Alliance, and
as governed by the terms herein, Member agrees to: (1) PSTA's collection of Content Material from
Member, (2) the aggregation of such Content Material with Content Material derived from other
sources, (3) the Processing, use and distribution of such Content Material to Other Sources and/or
(4) PSTA's other use of the Content Materials for lawful business purposes, including improving its
products and services. In exchange for Member's participation hereunder, PSTA will provide
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Member access to and use of the Public Safety Threat Alliance Content Material subject to the
terms and conditions set forth in this Agreement.
2.2 Invoicing and Payment for Membership. Fees and charges applicable to the Public
Safety Threat Alliance Membership (the "Fees") will be as set forth in the applicable Ordering
Document. PSTA will invoice Member at the frequency set forth in the applicable Ordering
Document, and Member will pay all invoices within thirty (30) days of the invoice date or as
otherwise specified in the applicable Ordering Document. Late payments will be subject to interest
charges at the maximum rate permitted by law, commencing upon the due date. PSTA may invoice
electronically via email, and Customer agrees to receive invoices via email at the email address
set forth in an Ordering Document.
2.2.1. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes,
assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of
which will be paid by Member, except as exempt by law, unless otherwise specified in an Ordering
Document. If PSTA is required to pay any Taxes, Member will reimburse PSTA for such Taxes
(including any interest and penalties) within thirty (30) days after Member's receipt of an invoice
therefore. Member will be solely responsible for reporting the Subscription, additional option or
service for personal property tax purposes, and PSTA will be solely responsible for reporting taxes
on its income and net worth.
3. Member Obligations
3.1. Content and Data Sharing. Member agrees to (1) at its discretion, actively share with
PSTA its own properly anonymized, aggregated or generalized information as relevant to the
Content Material, and for proposed inclusion and distribution as Content Material for the Public
Safety Threat Alliance; (2) authorize all Member's Content Material for use and distribution under
the terms of this Agreement and Addendum A Traffic Light Protocol ("TLP Designation") Labeling;
(3) designate any additional limitations or instructions on use and distribution of Member's Content
Material; (4) use and redistribute such Content Material only in accordance with the Agreement and
the applicable TLP Designation that accompanied the Content Material and (5) to allow for
processing of underlying security threat intelligence information as may be identified in any active
monitoring or cyber related engagement between PSTA and Member. Member has no rights to
de -identify the TLP Designation of Content Material.
3.2 License and Use of Public Safety Threat Alliance Content Material. PSTA grants
Member a limited, non -transferable, non-sublicensable, and non-exclusive license to use the
Content Material solely for the Member's internal business purposes and only for security related
functions. Except as it relates to the Member's own information and subject to those rights
granted under other agreements with PSTA, the Content Material, including any information
contributed by other Members, PSTA customers or third parties, is or becomes the property of
PSTA for the benefit of the Public Safety Threat Alliance and may be included in the Content
Material. The Content Material is provided for the purpose of use by the Public Safety Threat
Alliance and its Members. Member will not, and require it's Authorized Users to not: (a) use the
Content Material, or derivative information therefrom, for any purpose other than Member's
internal business purposes and only for security related functions; (b) disclose the Content
Material, or derivative information therefrom, except in accordance with the TLP Designation. (c)
"white label" the Content Material, or derivative information therefrom or otherwise misrepresent
its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any
manner; (d) use such Content Material, or derivative information therefrom, in violation of
applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices
indicating the source, origin, or ownership of the Content Material; or
(f) modify such Content Material, or derivative information therefrom, or combine any of it with
Member's own data or other data or use the data to build databases. Member acknowledges
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having been advised that the Content Material, or derivative information therefrom, is protected in
the U.S. and internationally by a variety of laws, including but not limited to, copyright laws and
treaty provisions, trademark laws, patent laws and other proprietary rights laws. Member shall
notify the Public Safety Threat Alliance immediately in the event of any use or redistribution of the
Shared Data (i) in violation of the TLP Designation, or (ii) the terms of this Agreement.
3.3 Confidentiality of the Content Material. The Content Material and other information
shared by Member and PSTA for the benefit of the Public Safety Threat Alliance is deemed to be
confidential and "sensitive", in accordance with Addendum A. Members will: (i) maintain the
confidentiality of the Content Material and not disclose it to any third party, except as authorized by
hereunder, or by the PSTA in writing or as required by a court of competent jurisdiction; (ii) restrict
disclosure of the Content Material to its employees who have a "need to know" and not copy or
reproduce the Content Material; (iii) take necessary and appropriate precautions to guard the
confidentiality of the Content Material, including informing its employees who handle the Content
Material that it is confidential and is not to be disclosed to others, but those precautions will be at
least the same degree of care that the Member applies to its own
confidential information and will not be less than reasonable care. The Parties acknowledge that the
Cyber Information Security Act of 2015 (Sections 1503(d)(4)(B) and 1504(d)(3).c.) exempts disclosure
under any state, local, or tribal "sunshine law" or similar law requiring disclosure of information or
records.
3.3.1. Use of Content Material. In compliance with the restrictions on the use of Content
Material in this Section 3.3, Section 3.2 (License and Use of Public Safety Threat Alliance Content
Material) and elsewhere in this Agreement, and in the spirit of cooperation and mutual benefit intended
among Members, Member agrees that it shall not use Content Material shared in confidence by
another Member to the competitive disadvantage of, or to obtain a commercial advantage over, the
sharing Member.
3.4 Subscription Software License. Subject to Member's and its Authorized Users' compliance
with the Agreement, PSTA hereby grants Member and its Authorized Users a limited,
non -transferable, non-sub-licenseable, and non-exclusive license to use the Public Safety Threat
Alliance service and the associated documentation, solely for Member's network enterprise defenses.
The foregoing license grant will be limited to use in the territory and to the number of licenses set
forth in an Ordering Document (if applicable), and will continue for the applicable Membership Term.
Member may access, and use the Public Safety Threat Alliance service only in Member's owned or
controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users
using authorized mobile or handheld devices may also log into and access the Public Safety Threat
Alliance service remotely from any location. Member agrees to be bound by the terms of the web
based and mobile application licenses accessible at login. No custom development work will be
performed under this Agreement.
4. Public Safety Threat Alliance - PSTA Obligations
4.1 Public Safety Threat Alliance Content Material. PSTA will collect Content Material from
Member and aggregate that Content Material with other Content Material collected from Other
Sources. PSTA will share the Content Material with Member and Other Sources, subject to the
terms of this Agreement.
4.2 Anonymization of Content Material. When pre-anonymized Content Material is provided
by Member to PSTA for inclusion and distribution through the Public Safety Threat Alliance, PSTA
shall have the right to use and distribute such Content Material without further anonymization.
Notwithstanding the foregoing, PSTA reserves the right to further anonymize, generalize or
aggregate any such provided information, in its sole discretion, prior to release and distribution as
part of the Content Material. For avoidance of doubt, PSTA has the sole and absolute discretion
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relating to the inclusion or exclusion of information from the Content Material and may edit, modify,
revise, shorten or choose not to use proposed contributions of information offered from Member or
Other Sources,
4.3 Grant of License to Content Material by Member Member grants PSTA, its
subcontractors and Sub -Processors a royalty -free, worldwide, non-exclusive license to use,
Process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works
from Content Material from Member and to sub -license, communicate, transmit, and distribute such
Content Material to Other Sources in connection with furtherance of the purposes set forth in the
Recitals to this Agreement..
5. PSTA Processing of Content Materials Including Personal Data
5.1 Roles of the Parties. The Parties agree that with regard to the Processing of Personal
Data hereunder, Member is the Controller and PSTA is the Processor.
5.2 PSTA's Processing of Content Materials. PSTA and Member agree that PSTA may only
use and Process Content Material, including the Personal Data embedded in Service Use Data, in
accordance with applicable law and Member's documented instructions for the following purposes:
(i) to perform under the Agreement including but not limited to as set forth in section 4 above; (ii)
analyze Data to operate, maintain, manage, and improve the Public Safety Alliance; and (iii) create
new products and services. PSTA and Member agree that this Agreement and Member's use of the
Content Material are Member's complete and final documented instructions to PSTA for the
Processing of Content Materials, including Personal Data. Any additional or alternate instructions
must be agreed to in writing as an amendment to this Agreement. Member represents and warrants
to PSTA that Member's instructions, including appointment of PSTA as a Processor, have been
authorized by the relevant controller. Content Materials may be processed by PSTA at any of its
global locations and/or disclosed to
Sub -processors. It is Member's responsibility to notify Authorized Users of PSTA's collection and use
of Content Materials, including Personal Data, and to obtain any required consents, provide all
necessary notices, and meet any other applicable legal requirements with respect to such collection
and use. Member represents and warrants to PSTA that it has complied with the terms of this
provision.
5.3 Details of Processing. All Personal Data processed by PSTA through the Public Safety
Threat Alliance shall be for purposes described herein and only for the duration of the operation of
the Public Safety Threat Alliance. The categories of Data Subjects and types of Personal Data are
set forth on Annex I to this Agreement.
5,4 Disclosure of Processed Data. Member agrees PSTA may disclose and share any Content
Materials with Other Sources, in PSTA's discretion, to further the purposes of the Public Safety
Threat Alliance. In the event a government or supervisory authority demands access to Content
Material, to the extent allowable by law, PSTA will provide Member with notice of receipt of the
demand to provide sufficient time for Member to seek appropriate relief in the relevant jurisdiction. In
all circumstances, PSTA retains the right to comply with applicable law. PSTA must ensure that its
personnel are subject to a duty of confidentiality with respect to Personal Data, and will contractually
obligate its sub -processors to a duty of confidentiality, with respect to the handling of Personal Data
contained in Content Materials.
5.5 Member's Compliance Obligations. Member is solely responsible for its compliance with
all Data Protection Laws and establishing and maintaining its own policies and procedures to ensure
such compliance. Member must not use the Public Safety Threat Alliance Content Material in a
manner that would violate applicable Data Protection Laws. Member must have sole responsibility
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for (i) the lawfulness of any transfer of Personal Data to PSTA, (ii) the accuracy, quality, and legality
of Personal Data provided to PSTA; (iii) the means by which Member acquired Personal Data, and
(iv) the provision of any required notices to, and obtaining any necessary acknowledgements,
authorizations or consents from Data Subjects. Member takes full responsibility to keep the amount
of Personal Data provided to PSTA to the minimum necessary for PSTA to perform in accordance
with the Agreement.
5.6. PSTA as a Controller or Joint Controller. In all instances where PSTA acts as a Controller
it must comply with the applicable provisions of the PSTA Privacy Statement at
https://www.PSTAsolutions.com/en us/about/privacy-policy.html#privacystatement as each may be
updated from time to time. PSTA holds all Member Contact Data as a Controller and must Process
such Member Contact Data in accordance with the PSTA Privacy Statement. In instances where
PSTA is acting as a Joint Controller with Member, the Parties must enter into a separate addendum
to the Agreement to allocate the respective roles as joint controllers.
5.7 Sub -processors.
5.7.1 Use of Sub -processors. Member agrees that PSTA may engage
Sub -processors who in turn may engage Sub -processors to Process Content Materials, including
Personal Data in accordance with this Agreement. A current list of Sub -processors is set forth at
Annex II When engaging Sub -processors, PSTA must enter into agreements with the
Sub -processors to bind them to obligations which are substantially similar or more stringent than
those set out in this Agreement.
5.7.2 Changes to Sub -processing. The Member hereby consents to PSTA engaging
Sub -processors to process Member Data provided that: (i) PSTA must use its reasonable endeavors
to provide prior notice of the addition or removal of any Sub -processor, which may be given by
posting details of such addition or removal at a URL provided to Member in Annex II;
(ii) PSTA imposes data protection terms on any Sub -processor it appoints that protect the Personal
Data to the same standard provided for by this Agreement; and (iii) PSTA remains fully liable for any
breach of this clause that is caused by an act, error or omission of its
Sub-processor(s). The Member may object to PSTA's appointment or replacement of a
Sub -processor prior to its appointment or replacement, provided such objection is based on
reasonable grounds relating to data protection. In such event, PSTA will either appoint or replace
the Sub -processor or, if in PSTA's discretion this is not feasible, the Customer may terminate this
Agreement.
5.8. Data Subject Requests. PSTA must, to the extent legally permitted, promptly notify
Member if it receives a request from a Data Subject, including without limitation requests for
access to, correction, amendment, transport or deletion of such Data Subject's Personal Data and,
to the extent applicable, PSTA must provide Member with commercially reasonable cooperation
and assistance in relation to any complaint, notice, or communication from a Data Subject.
Member must respond to and resolve promptly all requests from Data Subjects which PSTA
provides to Member. Member must be responsible for any reasonable costs arising from PSTA's
provision of such assistance under this Section.
5.9. Data Transfers. PSTA agrees that it must not make transfers of Personal Data under this
Agreement from one country's jurisdiction to another unless such transfers are performed in
compliance with this Agreement and applicable Data Protection Laws. PSTA agrees to enter into
appropriate agreements with its affiliates and Sub -processors, which will permit PSTA to transfer
Personal Data to its affiliates and Sub -processors. PSTA agrees to amend as necessary its
agreement with Member to permit transfer of Personal Data from PSTA to Member. PSTA also
agrees to assist the Member in entering into agreements with its affiliates and Sub -processors if
required by applicable Data Protection Laws for necessary transfers.
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5.10. Security. PSTA must implement appropriate technical and organizational measures to
ensure a level of security appropriate to the risk posed by the Processing of Personal Data, taking
into account the costs of implementation; the nature, scope, context, and purposes of the
Processing; and the risk of varying likelihood and severity of harm to the data subjects..
5.10.1. Security Incident Notification. If PSTA becomes aware of a Security Incident
involving Personal Data provided by Member, then PSTA must (i) notify Member of the Security
Incident without undue delay, (ii) investigate the Security Incident and apprise Member of the details
of the Security Incident and (iii) take commercially reasonable steps to stop any ongoing loss of
Personal Data due to the Security Incident if in the control of PSTA. Notification of a Security
Incident must not be construed as an acknowledgement or admission by PSTA of any fault or
liability in connection with the Security Incident. PSTA must make reasonable efforts to assist
Member in fulfilling Member's obligations under Data Protection Laws to notify the relevant
supervisory authority and Data Subjects about such incident.
5.11. Data Retention and Deletion.
Except for anonymized Personal Data, or as otherwise provided under the Agreement, PSTA will
delete all Personal Data provided by Member no later than eighteen (18) months following
termination or expiration of this Agreement unless otherwise required to comply with applicable law.
5.12. CCPA and CPRA. If PSTA is Processing Personal Data within the scope of the California
Consumer Protection Act ("CCPA") and/or the California Privacy Rights Act ("CPRA") (collectively
referred to as the "California Privacy Acts"), Member acknowledges that PSTA is a "Service
Provider" within the meaning of the California Privacy Acts. PSTA must process Member Data and
Personal Data on behalf of Member and, not retain, use, or disclose that data for any purpose other
than for the purposes set out in this DPA and as permitted under the California Privacy Acts
including under any "sale" exemption. In no event will PSTA or Member sell any such data. If a
California Privacy Act applies, Personal Data must also include any data identified with the California
Privacy Acts or Act's definition of personal data. PSTA shall provide Member with notice should it
determine that it can no longer meet its obligations under the California Privacy Acts, and the parties
agree that, if appropriate and reasonable, Member may take steps necessary to stop and remediate
unauthorized use of the impacted Personal Data.
5.13. CPA. If PSTA is Processing Personal Data within the scope of the Colorado Privacy Rights
Act ("CPA"), PSTA will comply with its obligations under the CPA, and shall make available to
Member all information in its possession necessary to demonstrate compliance with obligations in
accordance with § 6-1-1305(5)(d)(11)(A) of the CPA.
5.14. PSTA Contact. If Member believes that PSTA is not adhering to its privacy or security
obligations hereunder, Member must contact the PSTA Data Protection Officer at PSTA Solutions,
Inc., 500 W. Monroe, Chicago, IL USA 90661-3618 or at privacy1@PSTAsolutions.com.
6. Term and Termination
This Agreement will be for a twelve (12) month period and will automatically renew for an additional
twelve (12) month period unless either Party notifies the other Party of its intent not to renew at least
thirty (30) days before the conclusion of the then -current term. PSTA may terminate this Agreement
or suspend collection or delivery of the Content Material immediately if (a) Member breaches the
Agreement relating to its responsibilities, license obligations, or restrictions relating to the Content
Material, or (b) PSTA determines that Member's use of the Content Material poses, or may pose, a
security or other risk or adverse impact to the Public Safety Threat Alliance, PSTA, PSTA's systems,
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or any third party (including other Public Safety Threat Alliance Members or PSTA customers).
Member acknowledges that PSTA made a considerable investment of resources in the
development, formation, and operations of the Public Safety Threat Alliance and that Member's
breach of the Agreement will result in irreparable harm to the Public Safety Threat Alliance and
PSTA for which monetary damages would be inadequate. If Member breaches this Agreement, in
addition to termination, the Public Safety Threat Alliance and PSTA will be entitled to all available
remedies at law or in equity (including immediate injunctive relief). In addition to any other
termination rights PSTA may terminate the Agreement, in whole or in part, in the event it plans to
cease offering the Public Safety Threat Alliance to Members.
h1111194T19, RAWA
7.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY OR
DEATH, PSTA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, SUBPROCESSORS, AGENTS, SUCCESSORS, AND
ASSIGNS (COLLECTIVELY, THE "PSTA PARTIES") WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER PSTA OR MOTOROLA'S INDEMNITY
OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY,
OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
PSTA OR MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE.
7.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE PSTA OR MOTOROLA PARTIES, WHETHER BASED ON A
CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF
THIS AGREEMENT, WILL NOT EXCEED TEN THOUSAND DOLLARS ($10,000). FOR
AVOIDANCE OF DOUBT, THE LIMITATION IN THIS SECTION 7.2 APPLY IN THE AGGREGATE
TO INDEMNIFICATION OBLIGATIONS ARISING OUT OF THIS AGREEMENT OR ANY RELATED
ADDENDUM HERETO.
7.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY RELATED ADDENDUM, PSTA AND MOTOROLA WILL HAVE NO
LIABILITY FOR DAMAGES ARISING OUT OF (A) MEMBER DATA OR CONTENT MATERIAL
INCLUDING ITS TRANSMISSION TO OR RECEIPT FROM PSTA OR MOTOROLA, THROUGH
THE PUBLIC SAFETY THREAT ALLIANCE; (B) CUSTOMER -PROVIDED EQUIPMENT, CONTENT
MATERIAL, THIRD -PARTY EQUIPMENT, HARDWARE, SOFTWARE, SERVICES, DATA, OR
OTHER THIRD -PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES
WITH ANY OF THE FOREGOING; (C) LOSS OF DATA, HACKING, RANSOMWARE, OR OTHER
THIRD -PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF CONTENT MATERIAL BY ANY
PERSON OTHER THAN PSTA OR MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN
CONNECTION WITH THE CONTENT MATERIALS; (F) DATA RECOVERY SERVICES OR
DATABASE MODIFICATIONS; OR (G) MEMBER'S OR ANY AUTHORIZED USER'S BREACH OF
THIS AGREEMENT OR ANY RELATED AGREEMENT OR MISUSE OF THE PUBLIC SAFETY
THREAT ALLIANCE; (H) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES,
OR SECURITY EVENTS; (1) DISRUPTION OF OR DAMAGE TO MEMBER'S OR THIRD PARTIES'
SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR
SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR
HARDWARE; (J) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE
CONTENT MATERIAL OR OTHERWISE, OR INTERPRETATION, USE, OR MISUSE THEREOF;
(K) TRACKING AND LOCATION -BASED SERVICES; OR (L) BETA SERVICES. THE CONTENT
MATERIAL IS PROVIDED AS IS AND IS DISTRIBUTED FOR INFORMATION PURPOSES ONLY
AND IS NOT WARRANTED FOR COMPLETENESS, TIMELINESS, ACCURACY,
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MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AVAILABILITY OR
OTHERWISE.
8. Member Indemnity.
Unless otherwise prohibited by law, Member will defend, indemnify, and hold PSTA and Motorola
harmless from and against any and all damages, losses, liabilities, and expenses (including
reasonable fees and expenses of attorneys) arising from any actual or threatened third -party claim,
demand, action, or proceeding arising from or related to (a) Member provided Content Material,
including any claim, demand, action, or proceeding alleging that any such Content Materials (or the
integration or use thereof with the products and Services) infringes or misappropriation a third -party
intellectual property or other right, violates applicable law, or breaches the Agreement; or (b)
Member's or its Authorized User's use of, access to and/or reliance on any Content Material from
PSTA or Motorola through the Public Safety Threat Alliance (b) Member's or its Authorized User's
breach of this Agreement; or (c) Member's (or its service providers, agents, employees, or
Authorized User's) negligence or willful misconduct.
The Public Safety Threat Alliance will give Member prompt, written notice of any claim subject to the
foregoing indemnity. The Public Safety Threat Alliance will, at its own expense, cooperate with
Member in its defense or settlement of the claim.
9. General Provisions
9.1 Third -Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any
right or cause of action in or on behalf of, any entity other than the Parties.
9.2 Entire Agreement; General Information. This Agreement constitutes the entire agreement
between Member and the PSTA with respect to the subject matter hereof and governs the use of
Content Material and other related services. If any provision of this Agreement is held to be invalid
by any law, rule, order or regulation of any government or by the final determination of any state or
federal court, such invalidity shall not affect the enforceability of any other provision of this
Agreement. The failure of PSTA or Motorola to exercise or enforce any right or provision of the
Agreement shall not constitute a waiver of such right or provision. The Parties agree that the
statutes and laws of the United States and the State of Member's jurisdiction without regard to
conflicts of laws principles, will apply to all matters relating to this Agreement, and that any litigation
shall be subject to the exclusive jurisdiction of the state or federal courts in the State of Member's
jurisdiction. The Parties further agree that regardless of any statute or law to the contrary, any claim
or cause of action arising out of or related to this Agreement must be filed within one (1) year after
such claim or cause of action arose or be forever barred.
9.3 Authority. Each party represents that it has obtained all necessary approvals, consents and
authorizations to enter into this Agreement and to perform its duties under this Agreement; the
person executing this Agreement on its behalf has the authority to do so; upon execution and
delivery of this Agreement by the parties, it is a valid and binding contract, enforceable in
accordance with its terms; and the execution, delivery, and performance of this Agreement does not
violate any bylaw, charter, regulation, law or any other governing authority of the party. The terms of
this Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Member
purchase order, acknowledgment or other form will not be considered an amendment or
modification of this Agreement, even if a representative of each Party signs that document.
9.4. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this
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RYAN L. BUTLER, CLERK
Agreement without the prior written approval of the other Party. PSTA or Motorola may assign or
otherwise transfer this Agreement or any of its rights or obligations under this Agreement without
consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or
substantially all of its assets, (c) as part of a corporate reorganization, (d) to a non-profit entity
approved as an ISAO or (e) to a subsidiary corporation. Subject to the foregoing, this Agreement will
be binding upon the Parties and their respective successors and assigns.
9.5. Independent Contractors. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the
right or authority to make commitments of any kind for the other. This Agreement will not
constitute, create, or be interpreted as a joint venture, partnership, or formal business
organization of any kind.
9.6. Interpretation. The section headings in this Agreement are included only for
convenience The words "including" and "include" will be deemed to be followed by the
phrase "without limitation". This Agreement will be fairly interpreted in accordance with
its terms and conditions and not for or against either Party.
9.7. Notices. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid (or by a recognized courier service,
such as FedEx, UPS, or DHL), and will be effective upon receipt.
9.8. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies
provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other
remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically
stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or
otherwise available to such Party will not preclude such Party from pursuing any other remedies
available to such Party at law, in equity, by contract, or otherwise.
9.9. Survival. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3 - Member Obligations; Section 6 - Term and Termination;
Section 7 - LIMITATION OF LIABILITY; Section 8 - Member Indemnity; Section 9.7 - Notices and
Section 9.8 - Cumulative Remedies.
PSTA, Registered ISAO
Motorola Solutions, Inc.
Signed: /�a &40�
Name: Leah Schmid
Title: Director, Business Operations
Date: 03/01/2023
Signed pursuant to a delegation of authority from:
Name: Scott Kaine
Title: Corporate Vice President
Entity: Motorola Selqg�As,�gpn L. Butler, Clerk of
Circuit Court and Comptroller
Member:
l
Date: February 11, 2025
APPROVED AS TO FORM
AND G L UFFICIENCY
BY
C I OPFAjICKSASSIS T COUNTTORNEY
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RYAN L. BUTLER, CLERK
ADDENDUM A - Traffic Light Protocol Labeling
Public Safety Threat Alliance furnished Intelligence information shall not include classified
information. The Member and PSTA agree that all information submitted, processed, stored,
archived, or disposed of on or through Public Safety Threat Alliance is "sensitive" information and
will be labeled and handled in accordance with the U.S. Department of Homeland ("DHS") Security
classification guidelines (Traffic Light Protocol (TLP)).
As part of the PSTA, agencies and other Members are encouraged to share their own
cybersecurity threat experiences to improve the awareness and readiness of the overall group.
Submitting agencies should stipulate the level of disclosure required for their submissions
according to the PSTA Traffic Light Protocol (TLP), based upon the CISA Traffic Light Protocol
guidance, which helps all Members submit and leverage insights while being respectful of the
submitting agency's preferences.
NOT FOR DISCLOSURE:
Restricted to the immediate PSTA participants only
When should it be used? - Sources may use when information cannot be effectively
acted upon by additional parties, and could lead to impacts on a party's privacy, reputation, or
operations if misused.
How may it be shared? - Recipients may not share information with any parties outside
of the specific exchange, meeting, or conversation in which it was originally disclosed. In the
context of a meeting, for exam le, information is limited to those present at the meeting.
In most circumstances, should be exchanged verbally or in person.
LIMITED DISCLOSURE:
Restricted to participants' organizations
When should it be used? - Sources may use ' ' ' when information requires support to be
effectively acted upon, yet carries risks to privacy, reputation, or operations if shared outside of the
organizations involved.
How may it be shared? - Recipients may only share ' information with Members of
their own organization, and with clients or customers who need to know the information to protect
themselves or prevent further harm. 104 Restricts sharing to the organization
only.
LIMITED DISCLOSURE
Restricted to the community
When should it be used? - Sources may use when information is useful for the
awareness of all participating organizations as well as with peers within the broader community or
sector.
How may it be shared? - Recipients may share information with peers and partner
organizations within their sector or community, but not via publicly accessible channels.
Information in this category can be circulated widely within a particular community.
information may not be released outside of the community.
DISCLOSURE IS NOT LIMITED
When should it be used? - Sources may use when information carries minimal or no
foreseeable risk of misuse, in accordance with applicable rules and procedures for public release.
How may it be shared? - Subject to standard copyright rules, 1111111information may be
distributed without restriction.
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RYAN L. BUTLER, CLERK
ANNEX I
A. Categories of Data Subjects whose Personal Data may be transferred
Content Material provided by Member and Content Material from Other Sources which will be
aggregated may include the Member's or Other Sources representatives and end-users including
employees, contractors, collaborators, and customers of the same. Data subjects may also include
individuals attempting to communicate or transfer personal information to users of the Public Safety
Threat Alliance provided by PSTA. PSTA acknowledges that, depending on Member's use of the
Public Safety Threat Alliance, Member may elect to include personal data from any of the following
types of data subjects in the Content Materials:
• Employees, contractors, and temporary workers (current, former, prospective) of data
exporter;
• Dependents of the above;
• Data exporter's collaborators/contact persons (natural persons) or employees, contractors or
temporary workers of legal entity collaborators/contact persons (current, prospective, former);
• Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are users of
data exporter's services;
• Partners, stakeholders or individuals who actively collaborate, communicate or otherwise
interact with employees of the data exporter and/or use communication tools such as apps and
websites provided by the data exporter;
• Stakeholders or individuals who passively interact with Member (e.g., because they are the
subject of an investigation, research or mentioned in documents or correspondence from or to
the data exporter);
• Minors; or
• Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious workers,
etc.).
D. Categories of Personal Data transferred
Through Member's use of the Public Safety Threat Alliance, Member may elect to include personal
data from any of the following categories:
• Basic personal data (for example place of birth, street name, and house number (address),
Agreemental code, city of residence, country of residence, mobile phone number, first name, last
name, initials, email address, gender, date of birth), including basic personal data about family
members and children;
• Authentication data (for example user name, password or PIN code, security question, audit
trail);
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• Contact information (for example addresses, email, phone numbers, social media identifiers;
emergency contact details);
• Unique identification numbers and signatures (for example Social Security number, bank
account number, passport and ID card number, driver's license number and vehicle
registration data, IP addresses, employee number, student number, patient number,
signature, unique identifier in tracking cookies or similar technology);
• Pseudonymous identifiers;
• Financial and insurance information (for example insurance number, bank account name and
number, credit card name and number, invoice number, income, type of assurance, payment
behavior, creditworthiness);
• Commercial Information (for example history of purchases, special offers, subscription
information, payment history);
• Biometric Information (for example DNA, fingerprints and iris scans);
• Location data (for example, Cell ID, geo-location network data, location by start call/end of the
call. Location data derived from use of wifi access points);
• Photos, video, and audio;
• Internet activity (for example browsing history, search history, reading, television viewing,
radio listening activities);
• Device identification (for example IMEI-number, SIM card number, MAC address);
• Profiling (for example based on observed criminal or antisocial behavior or pseudonymous
profiles based on visited URLs, click streams, browsing logs, IP -addresses, domains, apps
installed, or profiles based on marketing preferences);
• HR and recruitment data (for example declaration of employment status, recruitment information
(such as curriculum vitae, employment history, education history details), job and position data,
including worked hours, assessments and salary, work permit details, availability, terms of
employment, tax details, payment details, insurance details and location, and organizations);
• Education data (for example education history, current education, grades and results,
highest degree achieved, learning disability);
• Citizenship and residency information (for example citizenship, naturalization status, marital
status, nationality, immigration status, passport data, details of residency or work permit);
• Information processed for the performance of a task carried out in the public interest or in the
exercise of an official authority;
• Special categories of data (for example racial or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, genetic data, biometric data for the purpose
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�;Y:'dN L. BUTLER, CLERK
of uniquely identifying a natural person, data concerning health, data concerning a natural
person's sex life or sexual orientation, or data relating to criminal convictions or offenses); or
• Any other personal data identified under applicable law or regulation.
ANNEX II
List of Sub -Processors:
Cyware
9'. Al 0; -X4 [;r.
INDIAN PtIVER COQ vy
THIS IS TIU CERTIFY THAT THIS I$ A TRUE AND CORRECT
COPY OF THE ORIGINAL ON KE IN THIS OFFICE.
RYAN L. CLERK
By D.C.
PUBLIC SAFETY THREAT ALLIANCE ORDERING DOCUMENT DATE la �D
FEES
Please see the pricing summary included below.
Part Number
Description
Annual Price
N/A
Public Safety / Public Sector Membership
SO
SWV00S03680A
PSTA Strategic Partner Membership
$0
A Strategic Partner is any non -Public Safety / Public Sector entitiy