GSA Software License Agreement, and Software Maintenance Agreement for SBPD

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G. Fees 1. Customer shall pay the annual maintenance fees quoted and invoiced by JUSTICETRAX. The initial annual maintenance fees shall be eighteen percent (181%) of the list license revs. Paynient Icrms are governed by tltc GSA schedule contract in accordance with tlac Prompt Payment. Act. JIJS'I'lCf-'.I'RAX will not adjust maintenance, fees during the first year of this Agreement„ but reserves the right to do,,tr thercafler, however, any changes must be approved by the authorivcd Contracting OlTier before OSA is bound by any changes to the terms of the agrecotent. Custorner agrees to keep all proper records regarding the activities contemplated in this Agwreenleni. I1, 1 ICETR A X shall have the right to audit such records, and Customer's sites as necessary to verify the accuracy of the maintenance fees, unless there are security restrictions. Any such audit shall be conducted during Customer's regular business hours at Customer's offices and in such manner as to not interfere with Customer's normal business activities. Customer agrees to fully cooperate with any such audit. 2. If the Customer request services beyond the scope of this agreement, a change order must be executed in writing by both parties and the schedule contract and FAR would govern the proccd'urc. 3. Payment terms are governed by the schedule contract in accordance with the Prompt Payment Act 4. For who pays all applicable Federal, state, and local taxes and duties is governed by the FAR. H. Delay JUSTICETRAX shall not be responsible for failure to render service hereunder or for delay in rendering such service where the failure or delay results from causes beyond its reasonable control. I. Disclaimer of Warranty This clause does not apply to any warranties specified in a contract with the U.S. Government or in any task order issued thereunder. In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the FAR and the Contract Disputes Act. J. Limitation of Liability Jt.JS lC l TRA ' LIABILITY LJNDER']'HIS AGRIll MINI' SHALL BE JAMI ld D, AT JLJSfIC,MAA " OPTION, TO THE St_1PPORT, II PAIR OR RI:PLAC EMIeN1 01" "I'Ill. SOFTWARE( O"V00',I) BY THIS AGRFFMENd" OR TO AN AMOUNT NOT TO EXl:1"111.) THE C":LDItILIrN'T ANN1JAl, C11ARGI,S PAID tJNDLIt ['HIS AGRI dA11.,,N'r FOR THE SOFTWARE IN QUESTION. IN NO EVENT SHALL JUSTICETRAX BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. This Section shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. H 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to EXPRESS remedies provided in the Contract (i.e. clause 552.238-72 —Price Reductions, clause 52.2124(h) — Patent Indemnification, Liability for Injury or Damage (Section 3 of the Price List), and GSAR 552.215-72 — Price Adjustment — Failure to Provide Accurate Information). K. Miscellaneous 1. This Agreement may not be modified except by written document signed by an authorized representative of each party. 2. 'this is a contract with the US Govenanaent and is subject to the FAR. Venue and jurisdiction of any disputes is determined by the applicable federal statute (federal tort claims act, contract disputes act, etc.). 3. This Agreement may not be assigned by Customer without the prior written consent of JUSTICETRAX. 4. Al notices rewired or authoria',ecl under this Agreement shall be given in writing and shall be effective upon delivery, if delivered in person or mailea'I or delivered to the other paarty's address ,as listed herein or to such other address as that party pray provide by advance written notice to the delivering party. 5. No term of this Agreement shall be considered waived, and no breach excused, by either party unless made in writing. No consent, waiver or excuse by either party, whether express or implied, shall constitute a subsequent consent, waiver or excuse. 6. If any provision of this Agreement is held by a court ofcoratpetent jurisdiction to be invalid or unenforceable such provision shall be severed from this Agreement and the remaining provisions cvl11 remain in full force and effect.