GSA Software License Agreement, and Software Maintenance Agreement for SBPD

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Jus?tceTrax TM Software License Agreement for GSA This Agreement, effective February 11, 2020, is by and between JusticeTrax Inc., having a place of business at 1 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 4800.211 ADM) having a place of business at 701 W. Sample St., South Bend, Indiana 46601 (hereinafter "Licensee"). A. Definitions 1. The term "Licensed Software" means the version of JusticeTrax®LIMS-plus® (object code only) and all applicable software identified in Appendix A and licensed hereunder, including any updates thereto made available to Licensee under an associated Maintenance Agreement, any and all additions, enhancements, and modifications thereto and any and all custom software developed for use in connection with any of the foregoing pursuant to this Agreement. 2. The term "Licensed Documentation" means the version of JusticeTrax®LIMS-plus® documentation identified in Appendix A and licensed hereunder, including any updates thereto made available to Licensee under an associated Maintenance Agreement, and any copy or duplicate of any such documentation. 3. The term "Licensed Machine" means the servers listed in Appendix A, by serial number and site, on which Licensee shall have the right to use the Licensed Software, and the number of client devices set forth in Appendix A, as updated from time to time pursuant to Section E(1). 4. The term FAR means Federal Acquisiton Regulation. B. Licensed Software Upon and subject to the terms and conditions of this Agreement, JUSTICETRAX hereby grants to Licensee a perpetual, nonexclusive, nontransferable license to use one copy of the Licensed Software on the number of client devices set forth in Appendix A. Licensee may use the Licensed Software for internal purposes only and may not sublicense, or otherwise transfer it to others or permit others to access it or use it. Licensee further agrees that it will not reverse engineer, decompile or otherwise attempt to discern the source code for the Licensed Software. Licensee may not modify the Licensed Software. No other, further or different license rights are granted for the Licensed Software, except as expressly set forth in this Agreement. C. Licensed Documentation JUSTICETRAX hereby grants to Licensee a nonexclusive, nontransferable license to use the Licensed Documentation with the Licensed Software. No other, further or different license rights are granted for the Licensed Documentation, except as expressly set forth in this Agreement. D. Copies Licensee may make a reasonable number of copies of the Licensed Software for each Licensed Machine for back-up and archival purposes. The Licensed Documentation may be copied by Licensee for its sole use at the site(s) identified in Appendix A. Licensee agrees that the Licensed Software and Licensed Documentation, and all copies thereof shall remain the sole property of JUSTICETRAX. Licensee shall include on all copies of the Licensed Software and Licensed Documentation the proprietary legend and copyright notice that appears on the Licensed Software and Licensed Documentation, respectively. E. Fees 1. Licensee agrees to pay to JUSTICETRAX the license fees and service charges (collectively, the "Fees") specified in the GSA schedule contract in consideration of the agreement of JUSTICETRAX to grant the license and provide the services specifically described herein. The license fee is a per client device fee and Licensee agrees to notify JUSTICETRAX immediately when there is an increase in the number of client devices which have access to the Licensed Software so the proper Fees may be charged. JUSTICETRAX shall have the right to audit the number of client devices that have access to the Licensed Software, unless there are security restrictions and Licensee agrees to cooperate fully with JUSTICETRAX in any such audit and, if any such audit reveals client devices that should have been added to Appendix A, to pay the requisite Fees for such client devices. 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 procedure. 3. For who pays all applicable Federal, state, and local taxes and duties is governed by the FAR. 4. Payment terms are governed by the schedule contract in accordance with the Prompt Payment Act. 5. Interests will be paid in accordance with the Prompt Payment Act at the rate set by the U.S. Treasury for any payments due JUSTICETRAX hereunder which are not paid when due. South Bend PD JusticeTrax Software License Agreement GSA draft 1-30-2020.docx0l Sep 2016