Service Master Subscription Agreement - NEC Corp of America - AFIS Annual Maintenance and WideNet Annual Subscription Fee

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l,8 L11 rZm� Software as a Service Master Subscription Agreement This Software -as -a -Service Agreement, ipcluding its attached Exhibits (collectively, the "Agreement") are entered into as of August Lq, 2018 ("'Effective Date") between NEC Corporation of America ("NEC"), a company organized under the laws of the State of Nevada, with its principal place of business at 3929 W. John Carpenter Freeway, Irving, Texas 75063, and City of South Bend Police Department having its principal place of business at 701 W Sample Street, South Bend, Indiana 46601 ("Subscriber") (each herein referred to individually as a "Party," or collectively as the "Parties"). I - Scope of this Agreement. NEC is the provider of proprietary facial recognition computer software application ("'Software"). NEC offers on-line access to and use of the software as a service solution, including its Software on a subscription basis ("Subscription"), using a vendor's government community cloud services, which is accessible to Subscriber with appropriate login credentials. Subscriber may request to subscribe to the Subscription service by placing a "Subscription Order" with NEC, a copy of which is attached as Exhibit A. 2. Subscription Term. The initial Subscription term shall commence on the date, and shall continue for the period of time, as set forth in the Subscription Order ("'Initial Subscription Term"). Such term shall be automatically renewed for successive one-year terms ("Renewal Subscription Term") (collectively, the "Initial Subscription Term" and "Renewal Subscription Term" shall be considered the "Term") absent written notice given by either party within forty-five (45)days prior to the expiration of the Initial Subscription Term or any Renewal Subscription Term of its intent not to renew this Agreement. 3. Subscription License. NEC grants to Subscriber a limited, non. -exclusive, non- transferable, non -sub -licensable license to access and use the Software through the Subscription solely for Subscriber's internal business purposes during the Term. 4. Vendor License. Microsoft is the vendor of and provides the government community cloud services, which NEC hereby resells to Subscriber, as part of the Subscription. The terms and conditions of the Microsoft license and service are attached hereto as Exhibit E, Subscriber hereby accepts those terms and conditions. In the event there is any inconsistency or conflict between the terms of this Agreement and Exhibit E, with respect to the Microsoft product and services, Exhibit E shall govern. 5. Subscriber Database. In addition to, any other terms set forth in this Agreement, use, uploading or searching of a Subscriber Database is subject to the following terms and conditions: a. NEC shall store a copy of data compiled, uploaded, and updated by Subscriber ("Subscriber Data"), as further detailed in Exhibit A. v 11222017