GSA Software License Agreement, and Software Maintenance Agreement for SBPD

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JusTtceTrax TM Software Maintenance Agreement for GSA This Agreement, effective February 11, 2020 is by and between JusticeTrax Inc., having a place of business at I West Main Street, Mesa, Arizona 85201 (hereinafter "JUSTICETRAX") and the Ordering Activity of SOUTH BEND POLICE DEPARTMENT (defined as an entity authorized to order under GSA contracts as set forth in GSA ORDER 4800.21-1 ADM), having a place of business at 701 W. Sample St., South Bend, Indiana 4660 1 (hereinafter "Customer"). WHEREAS, JUSTICETRAX is willing to provide, and Customer is willing to acquire maintenance service for the Licensed Software identified in Appendix A, subject to the terms and conditions hereof. NOW THEREFORE, the parties hereto agree as follows: A. Definitions 1. The term "Licensed Software" means the Version of JusticeTraxgLIMS-plus® (object code only) and all appliable software identified in Appendix A and licensed under the associated Software License Agreement between the parties, including any updates thereto made available to Licensee under this Agreement, tiny and all additions, enhancenicnis, and modifications fltercto that Juslicel*rax does not market or pries separately as an addition, modification or upgrade to the Licensed Software, and any and all custom sollware developed for use in connection with any of the foregoing pursuant to Such Sollware License Agreement. 2. The term "Licensed Documentation" means the Version of JusticeTrax(&LIMS-plus® documentation identified in Appendix A and licensed under the associated Software License Agreement between the parties, including any updates thereto made available to Licensee under this Agreement, and any copy or duplicate of any such documentation. 3. The term "Licensed Machine(s)"mcans the servers listed in, Appendix A, by sciial number and site, on which Licensee has the right to use the Licensed Software, and the number of client devices Set forth in Appendix A, as updated from finic to time pursuant to the associated Sollware License Agreement between the parties° 4The term "Version" means a periodic release orthe Licensed Software that JUSTICETRAX designates its a, Version. JUSTKJ.TRAX inay designate sonic Versions as critical to the continuing operation olthe tRensed Software, Any Such critical Versions must be installed on tile Licensed Machine(s) prior to theannual renewal date of this Agreenlent, 5. The term "Major Defect" means a Licensed Software functionality or feature operation that does not perform on the Heensed klachiflu(s) in accordance with the Licensed Documentation provided to Customer with the Licensed Sollware, to the extent that tile operation of'the 1,icensed Software is significantly impaired. 6. '['lie term "Mitior DctccV'means a Licensed Sollwarc functionality or feature operation that does not perform on the Licensed Machine(s) in accordance with the Licensed Documentation provided to Customer with the Licensed SoIllwarc, to the extent that operation of the Licensed Software is not significantly impaired and/or the Minor Defect can be worked around by an JUSTICETRAX approved modification until a correction is obtained. 7. The term "Telephone Support" means Engineering consultation, reasonable in duration and frequency, regarding problem identification, diagnosis, correction and usage Concerns encountered with the Licensed Software on the Licensed Machine(s). Telephone Support is available during X5110ETRAX" normal business hours (8:00 a.m. - 5:00 p.m. Mountain Standard Timc) Monday through Friday, except for JUSTICTI`11AX'l lolidays, tit 1-800-288-LIMS or such other telephone number as JOSTIC11"TRAX may designate in writing to Customer. 8. The term FAR means Federal Acquisiton Regulation. B. Maintenance Services 1. As long as this Agreement is in force, JUSTICETRAX will provide maintenance services under this Agreement for the most recent Version of the Licensed Software and the prior Version; provided, however, that maintenance services for the prior Version will terminate one (1) year after the most recent Version is made available to Customer. Customers will install corrections and Versions in such electronic form as JUSTICETRAX may provide. Site visits requested by Customer for the purpose of installing corrections or Versions, will result in charges for reimbursement of JUSTICETRAX' then current service, travel and per them costs. 2. JUSTICETRAX will provide corrections to Major Defects within a reasonable time after they have been reported to, and confirmed by JUSTICETRAX 3. Corrections for Minor Defects which have been reported to, and confirmed by JUSTICETRAX, may be included in such subsequent Version as JUSTICETRAX deems appropriate. South Bend PD JusficeTm Software Maintenance Agreement GSA draft 1-30-2020.docx