1. Definitions.
“Authorized User” means an individual registered and identified by Partner to receive a User ID in order to access the Scarlet Hope Services. Authorized Users must be employees, agents, consultants, or contractors using the Scarlet Hope Services on behalf of Partner.
“Content” means all text, images, graphics, audio, video and other content provided to TLP by Partner or its Authorized Users for use in the Scarlet Hope Services or otherwise to perform Services under this Agreement; or third party information or materials accessed or used by Partner in connection with its use of the Scarlet Hope Services.
“Scarlet Hope Services” means TLP’s Services designed to help reduce sex trafficking by enabling automated outreach texting, as further described in Attachment B.
“Services” means the Scarlet Hope Services, Support Services, training and associated services provided by TLP to Partner under this Agreement.
“Support Services” will mean those support and maintenance services provided by TLP to Partner under this Agreement and as described on Attachment B attached hereto.
“User ID” means the unique user identification assigned to an Authorized User as set forth in Section 5.2.
“User Materials” means any online help files or written instruction manuals that may be provided by TLP regarding the use of the Scarlet Hope Services.
2. Scarlet Hope Services
2.1 Authorization. TLP grants to Partner the right to use the Services during the term of this Agreement including the right to allow its Authorized Users to access and use the Services on Partner’s behalf, for Partner’s internal use only, subject to the Restrictions and Acceptable Use provisions below. Use of the Services is subject to Partner’s and its Authorized Users’ compliance with the terms and conditions set forth in this Agreement and in the Scarlet Hope Website Privacy Policy.
2.2 Restrictions. Partner will not, in whole or in part, (a) copy the Scarlet Hope Services or User Materials, make available the Scarlet Hope Services, or distribute copies of the Scarlet Hope Services or User Materials to any third party; (b) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the Scarlet Hope Services or User Materials except as otherwise permitted by law; (c) re-sell, rent, loan, sub-license, lease, distribute or grant or attempt to grant any rights to the Scarlet Hope Services to third parties; or (d) use the Scarlet Hope Services or User Materials to act as a service bureau or application service provider, or to permit access to the Scarlet Hope Services or User Materials by any kind to any third party.
2.3 Acceptable Use. Partner may only use the Services in accordance with this Agreement. The Services may only be used for the purpose of investigation, research and education, prevention, victim outreach and assistance, providing deterrence messaging and gathering aggregate data. Partner may not use the Services in any manner prohibited by applicable laws, rules, regulations, governmental order or decree. Partner may not use the Services to violate the rights of others or to spam or distribute malware. The Service is not intended to provide evidence for prosecution of crimes or otherwise perform a law enforcement function.
3. Support Services and Training.
3.1 Support Services. TLP will use commercially reasonable efforts to provide the Support Services to Partner as described in Attachment B attached hereto.
3.2 Scheduled Maintenance. Access to and use of the Services may be temporarily suspended due to routine maintenance checks and updates (“Scheduled Maintenance”) on servers hosting the Scarlet Hope Services. TLP will not be responsible for any damages or costs incurred by Partner, if any, for Scheduled Maintenance. TLP may, but is not obligated to, provide advance notice to Partner of Scheduled Maintenance.
3.3 Training. TLP will provide up to two (2) hours of training for each Authorized User. Training is conducted via internet and phone.
4. Fees and Payment.
4.1 Fees. Fees for the Initial Term of this Agreement are set forth in the Agreement Summary and Signature Page. TLP reserves the right to modify its fees for any renewal term upon thirty (30) days’ notice to Partner, provided that the Fees will not increase more than ten percent (10%) for the first renewal term.
4.2 Payment Terms. Partner will pay the fees for the initial set-up of the Scarlet Hope Services upon execution of this Agreement and will pay the recurring monthly fees monthly in advance. If Partner fails to pay any charges when due, TLP may charge interest of the lesser of 1.5%, or the maximum permissible rate, per month on any outstanding balance. In addition to any other rights and remedies of TLP hereunder, if payment is past due, TLP may, in its sole discretion, elect to suspend the Scarlet Hope Services and any other services under this Agreement.
4.3 Taxes. The fees do not include taxes. Partner will be responsible for the payment of all taxes associated with this Agreement (other than taxes based on TLP’s gross receipts or net income). If Partner is exempt from sales tax, a valid exemption certificate provided by Partner will be attached to this Agreement. In the event a valid exemption certificate is not attached to this Agreement, Partner will be invoiced for all applicable sales tax, if any, resulting from this Agreement or any performance under this Agreement.
5. Partner Responsibilities.
5.1 Registration Information and User IDs. Partner will promptly provide to TLP the name, contact information and other information requested by TLP to register each Authorized User to use the Scarlet Hope Services. Each Authorized User will have a unique User ID for his or her access to the Scarlet Hope Services. Partner will adopt and maintain such security precautions for User IDs to prevent their disclosure to and use by unauthorized persons and will promptly notify TLP if the security or integrity of a User ID or password has been compromised. Partner will promptly notify TLP in writing of the termination of employment of any of its Authorized Users (or, if the Authorized User is not an employee, of the termination of the relationship with Partner that resulted in the individual being an Authorized User or otherwise having access to the Scarlet Hope Services).
5.2 Authorized Users. Partner will (a) remain responsible for all obligations under this Agreement arising in connection with its Authorized Users’ use of the Scarlet Hope Services; and (b) be liable for any act or omission by any of its Authorized Users, which, if performed or omitted by Partner, would be a breach of this Agreement.
5.3 Computer System. Partner will: (a) cooperate and consult with TLP in the set-up and activation of the Scarlet Hope Services for Partner, (b) provide and maintain, in good and working order at all times, its own Internet access and all necessary telecommunications equipment, software and other materials necessary for Authorized Users to access and use the Scarlet Hope Services. Partner is responsible for the security of its own computer systems and the security of its and its Users’ access to and use of the Scarlet Hope Services.
5.4 Authorization; Noninfringement; Compliance with Laws. Partner is responsible for obtaining all authorizations, consents, releases, and permissions all necessary or desirable to use the Scarlet Hope Services and to receive the Services in compliance with applicable laws and regulations. Partner must comply with all laws and regulations applicable to its use of the Scarlet Hope Services including without limitation those related to privacy, personal data, data protection, confidentiality of communications and reporting of child sexual abuse information. Partner and its Authorized Users will not submit any Content or use the Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders.
5.5 No Interference with Service Operations. Partner will not take any action that: (a) interferes or attempts to interfere with the proper working of the Scarlet Hope Services or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Scarlet Hope Services; (b) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the Scarlet Hope Services or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of the Scarlet Hope Services or data; or (c) imposes or may impose, in TLP’s sole discretion, an unreasonable or disproportionately large load on the Scarlet Hope Services infrastructure.
5.6 Partner Responsibility for Use of Scarlet Hope Services. Partner will be solely responsible for its use of the Scarlet Hope Services. TLP makes no representations concerning the completeness, accuracy, or utility of the Scarlet Hope Services. Neither Partner nor any other person will have any claim or cause of action against TLP as a result of any use of the Scarlet Hope Services.
6. Term and Termination.
6.1 Term. This Agreement will be effective for an initial term of one (1) year from the Effective Date and will automatically renew for successive one (1) year renewal terms, unless: (a) terminated sooner as provided herein; or (b) either party gives the other party notice of its election not to renew this Agreement at least thirty (30) days prior to the end of the then-current term.
6.2 Termination.
(a) Each party will have the right to terminate this Agreement upon thirty (30) days prior written notice if the other party is in material breach of this Agreement, or in the case of nonpayment ten (10) days prior written notice, and the breaching party fails to remedy such breach within such notice period.
(b) Notwithstanding Section 6.2(a), TLP may terminate this Agreement upon written notice to Partner if Partner violates the scope or any restriction on its license under Section 2 above or its obligations hereunder with respect to Confidential Information.
(c) Upon termination for any reason, all licenses granted hereunder will automatically terminate, and TLP may immediately disable and discontinue Partner’s access to and use of the Scarlet Hope Services without additional notice to Partner. Partner will return to TLP all User Materials and other materials it has acquired pertaining to the Scarlet Hope Services or any Confidential Information. In addition, all fees and payment obligations of Partner will become immediately due and payable. All rights to payment and any other provisions of this Agreement that by their sense and context are intended to survive termination will survive any expiration or termination of this Agreement.
7. Proprietary Rights.
7.1 Scarlet Hope Services. TLP is and will remain the exclusive owner of all right, title and interest in and to the Scarlet Hope Services, any improvement, enhancement, modification and/or changes to the Scarlet Hope Services offered or provided by TLP, including any customizations and other developments made for Partner, User Materials, TLP’s Confidential Information, and all other TLP work product and/or other materials provided or accessible to Partner in connection with this Agreement, including all intellectual property rights therein.
7.2 Content. Partner grants to TLP a non-exclusive license, during the term of this Agreement, to use, reproduce, modify, display and distribute Content for the purposes of performing its obligations under this Agreement. Subject to the foregoing license, Partner will retain all intellectual property and other rights that it may have in the Content. Content will be used or otherwise processed by TLP only to provide Partner the Services. TLP will not use or otherwise process Partner’s Content or derive information from it for any advertising or similar commercial purposes.
7.3 Feedback. To the extent that TLP receives from Partner or any of its Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Scarlet Hope Services or any other products or services (“Feedback”), TLP may use, disclose and exploit such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services.
8. Confidentiality.
Partner acknowledges and agrees that the Scarlet Hope Services, User Materials and any nonpublic information or materials (tangible or intangible) provided or accessible to Partner pursuant to this Agreement contain trade secrets and confidential information of TLP (“Confidential Information”). Partner will take all steps necessary to protect the confidentiality of the Scarlet Hope Services and TLP’s other Confidential Information, and will not disclose, provide, or otherwise make available the Scarlet Hope Services and any Confidential Information to any third party without TLP’s prior written consent. In accordance with this provision, Partner will maintain at least the same precautions as it takes in regard to its own confidential information, but not less than reasonable care. Partner will ensure that its Authorized Users having access to the Scarlet Hope Services or Confidential Information are aware of and bound by nondisclosure and use restrictions at least as protective of the Scarlet Hope Services and Confidential Information as those set forth in this Agreement. Partner agrees to promptly report to TLP any unauthorized use or disclosure of the Scarlet Hope Services or other Confidential Information.
9. Limitations; Disclaimer.
9.1 Service Limitations. The Scarlet Hope Services may be temporarily unavailable from time to time due to required maintenance, telecommunications interruptions, or other disruptions. TLP may also make improvements and/or changes in the Scarlet Hope Services at any time without notice. TLP will not be responsible for any damages that Partner may suffer arising out of use, or inability to use, the Scarlet Hope Services. TLP will not be liable for unauthorized access to or alteration, theft or destruction of Partner’s data files, programs, procedures or information through accident, fraudulent means or devices, or any other method.
9.2 Disclaimer of Warranties. TLP MAKES NO WARRANTIES RELATED TO THE Scarlet Hope SERVICES OR ANY OTHER SERVICES PROVIDED BY TLP HEREUNDER, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TLP DOES NOT WARRANT THAT THE OPERATION OF ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TLP ALSO MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF ANY SERVICES.
9.3 Limitations of Liability. IN NO EVENT WILL TLP BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE Scarlet Hope SERVICES OR ANY OTHER SERVICES PROVIDED BY TLP HEREUNDER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE Scarlet Hope SERVICES, DATA OR ANY OTHER SERVICES, EVEN IF TLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. FURTHER, IN NO EVENT WILL TLP’S ENTIRE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES FOR THE MOST RECENT ONE (1) YEAR OF FEES PAID BY PARTNER TO TLP UNDER THIS AGREEMENT.
10. Indemnification. Partner agrees to indemnify, defend and hold harmless TLP and its officers, directors, employees, representatives and agents (the “Indemnified Parties”) from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) (“Claims”) made, incurred, assessed or awarded against TLP by any third party including any fine, penalty, judgment or order issued by a governmental, regulatory or judicial body arising out of or in connection with: (a) Partner’s use of, or inability to use, the Scarlet Hope Services; (b) any Authorized User’s misuse of the Scarlet Hope Services or violation of this Agreement, including noncompliance with the Acceptable Use section; (c) any claims or disputes concerning Content, including regarding ownership, infringement or other rights; and (d) any failure by Partner to comply with applicable laws, rules and regulations in its use of the Service. Claims shall include costs and expenses TLP may incur if it is required to provide evidence in any court or other judicial or regulatory proceeding based on Partner’s use of the Scarlet Hope Services. Partner will not settle or compromise such claim, except with prior written consent of the Indemnified Party. The Indemnified Party may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.
11. General.
11.1 Assignment, Successors. No right or license under this Agreement may be assigned or transferred by Partner, nor may any duty be delegated by Partner without TLP’s prior written consent. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Partner and TLP.
11.2 Entire Agreement. This Agreement, including the Agreement Summary and Signature Page and Attachments A and B, constitutes the entire agreement, understanding and representations, expressed or implied, between TLP and Partner with respect to subject matters described herein, and supersedes all prior communications, agreements, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. Any rights not expressly granted herein are reserved.
11.3 Force Majeure. Notwithstanding any other provision of this Agreement, no party to the Agreement shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors.
11.4 Governing Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the State of Washington. The parties agree that King County, in the State of Washington, will be the exclusive and proper forum for any action, including arbitration, if any, brought under this Agreement. The parties accept the personal jurisdiction of the state and federal courts located therein.
11.5 Notice. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. The notice address for TLP is info@thelanternproject.org or The Lantern Project, PO Box 1691, Bellevue, WA 98009, and the notice address for Partner is the address specified in the Agreement Summary and Signature Page. Either party may change its notice address by giving written notice to the other party by the means specified in this Section. Notwithstanding the foregoing, communications in the ordinary course of business may be by email.
11.6 Waiver, Severability, Amendment. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein will be held by a court of competent jurisdiction to be contrary to law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. This Agreement may be amended only in a document signed by authorized representatives of Partner and TLP.
Scarlet Hope Services
Scarlet Hope Services is a service designed to help reduce sex trafficking on the city, county, or state level by using technology to reach trafficking victims, disrupt buyers of trafficked sex, and deter trafficking across communities. It is designed for gathering intelligence, enhancing deterrence, providing education and increasing prevention.
This multi-channel approach utilizes social media, chatbots targeting identified search ads, deterrence messaging, and automated outreach texting along with reporting & intelligence for your organization.
Customization of intercept bots, deterrence messaging, and a standard demand reduction website are included in your one time set up costs to make the tools specific to your unique objectives. Our monthly reporting will give you key insights into how many potential sex buyers see your deterrence messaging, how many conversations and messages are sent between potential buyers and bots, and the performance of your social media and search ad campaigns. TLP staff will offer reasonable levels of technical and operation support for Scarlet Hope services by email or phone (as determined in TLP’s discretion) Monday-Friday, 9am to 5pm Pacific Time during the Term of the Agreement.
