Software License and Services Agreement; ELEMOS Software - AMCS Group, Inc.

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AMCSPrepared for: The City of South Bend, IN Resource Technology Annual License & Support Fees will be subject to annual increases which will be no more than 3% per annum • Annual License & Support Fee renewals will be billed one month prior to the renewal date, Net 30 • AMCS Route Planner Terms: o This proposal only covers AMCS Route Planner licenses and the directly related third -party licenses. Hardware and additional software, such as Windows and database software, are not included. o AMCS is responsible for any third -party products forming part of AMCS's delivery and for ensuring that CLIENT has the full right to use such products without incurring any other costs than those specified in the AMCS Proposal. o If AMCS's delivery includes third -party data, e.g. a road database, AMCS is only responsible for technically enabling the use of such data in AMCS Route Planner and cannot be held responsible for any lack of data quality and/or data completeness. o The license covers the right to use AMCS Route Planner for the planning and scheduling of a maximum number of assets (unique vehicles or the like), as defined in the AMCS Proposal. This right includes the use of AMCS Route Planner for any of CLIENT'S employed or hired -in assistants. The right to use AMCS Route Planner does not cover use by any third party unless authorized by AMCS. o CLIENT may at any time acquire additional licenses or extended license coverage at the prices defined in the AMCS Proposal, subject to ordinary price adjustment. o AMCS Route Planner may incorporate any available road database upon separate agreement with AMCS. • If the road database is part of the AMCS delivery, this must be defined in the purchase agreement, and CUSTOMER will be obliged to pay for any defined license to use the road database. • AMCS Route Planner includes the software library MapX from Mapinfo as a built-in GIS product. The license for MapX must be purchased through AMCS and is payable per PC on which AMCS Route Planner is installed (or, in a terminal -server environment, per user instance). o AMCS cannot be held responsible for, or is liable for, any direct or indirect losses caused by applying the system optimized routes in the field including but not limited to loss of data, unrealized savings, financial losses or unexpected costs. It is CUENT's responsibility to verify and adjust routes before putting them into production. Authorized Signature '►t'VBOVVD "^•�°t u6 Pu61ic Wor1iA © AMCS Page 9 of 9 Confidential and Proprietary Information V9.2 Date Title Proposal #11172016-010MH