MAS - Aciss Systems Inc. - GS35F066AA

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

SCHEDULE TITLE: Multiple Award Schedule

SIN 511210 Software Licenses SIN 54151 Software Maintenance Services

CONTRACT NUMBER: GS-35F-066AA

CONTRACT PERIOD: November 14, 2012 through November 13, 2027

For more information on ordering from Federal Supply Schedules go to this website: www.fss.gsa.gov

CONTRACTOR: ACISS Systems, Inc.

2454 N McMullen Booth Rd Ste 700 Clearwater, FL 33759 Phone: 727-786-5450 www.aciss.com

CONTRACTOR’S ADMINISTRATION SOURCE: Noelle Krol noelle.krol@aciss.com

BUSINESS SIZE: Small Business http://www.gsaadvantage.gov/ http://www.fss.gsa.gov/ http://www.aciss.com/ mailto:noelle.krol@aciss.com

ACISS Systems, Inc.

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN DESCRIPTION

511210 Software Licenses

Includes both term and perpetual software licenses.

54151 Software Maintenance Services

Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance services includes person-to-person communications regardless of the medium used to communicate: telephone support, online technical support, customized support, and/or technical expertise which are charged commercially.

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: See Price List

1c. HOURLY RATES: N/A

2. MAXIMUM ORDER*:

SIN MAXIMUM ORDER

511210 $500,000 per Order 54151 $500,000 per Order

*If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with

FAR 8.404.

3. MINIMUM ORDER: Minimum order per the contract is $100.00.

4. GEOGRAPHIC COVERAGE: Domestic, or 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories.

5. POINT(S) OF PRODUCTION: N/A – Professional and Subscription Services Only

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown on the attached GSA Pricelist. The negotiated discount has been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): None

8. PROMPT PAYMENT TERMS: 1% 20/Net 30

9. FOREIGN ITEMS: None; the items herein are TAA Compliant. The information used by the Contracting Officer to make this determination was provided by the vendor and verified using all information available to the Government.

10a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

511210 As agreed upon between (ACISS Systems, Inc.) and the Ordering Activity 54151 _ DaysTBD @ Task Order Level; 30 Days ARO

10b. EXPEDITED DELIVERY: Negotiated at the task order level.

10c. OVERNIGHT AND 2-DAY DELIVERY: N/A

10d. URGENT REQUIRMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery.

The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

11. FOB POINT: Destination

Note: All travel required in the performance of this contract and orders placed hereunder must comply with the Federal Travel Regulations (FTR) or Joint Travel Regulations (JTR), as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all contractor travel. Contractors cannot use GSA city pair contracts. The contractor shall not add the Industrial Funding Fee onto travel costs. (FOB Terms noted above)

12a. ORDERING ADDRESS: ACISS Systems, Inc.

2454 N McMullen Booth Rd Ste 700 Clearwater, FL 33759 Phone: 727-786-5450 Email: noelle.krol@aciss.com

12b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. PAYMENT ADDRESS: Same as contractor

14. WARRANTY PROVISION: N/A

15. EXPORT PACKING CHARGES: N/A

16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE):

N/A mailto:noelle.krol@aciss.com

17. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS

AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

18b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

19. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

20. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

21. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

22a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants):

22b. Section 508 Compliance for EIT: Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL).

The EIT standard can be found at: www.Section508.gov/.

23. UNIQUE ENTITY IDENTIFIER (UEI) NUMBER: HL7QH9WSJLG3

24. NOTIFICATION REGARDING REGISTRATION IN SAM: Contractor is registered and valid in

SAM.

MANUFACTURER/SUPPLIER

ACISS SYSTEMS, INC.

MFR

PART #

PRODUCT NAME / DESCRIPTION

PROPOSED

GSA PRICE

(with IFF of

.75%)

SIN 511210

AWL10501.2 ACISS Perpetual Software License: Module - Arrest $1,708.56

AWL10201.2 ACISS Perpetual Software License: Module – Case Management $6,365.24

AWL10451.1 ACISS Perpetual Software License: Module – Critical Infrastucture $2,359.45

AWL10801.2 ACISS Perpetual Software License: Module - Citation $2,684.89

AWL10802.2 ACISS Perpetual Software License: Module - Crash $4,230.73

AWL10601.2 ACISS Perpetual Software License: Module - FIR $2,034.01

AWL80011.2 ACISS Perpetual Software License: Module - Fusion $3,498.49

AWL10271.2 ACISS Perpetual Software License: Module - Gangs $3,015.11

AWL10901.2

ACISS Perpetual Software License: Module – P&E (Property & Evidence)

$6,365.24

AWL10771.2 ACISS Perpetual Software License: Module - RISS $3,498.49

AWL10771.2

ACISS Perpetual Software License: Module – TAP (Telephone Analysis Package)

$4,355.16

AWL10301.2 ACISS Perpetual Software License: Module - Tips & Tasks $3,015.11

CUL02.200 ACISS Perpetual Software License: Concurrent User License $2,684.89

MANUFACTURER/SUPPLIER

ACISS SYSTEMS, INC.

SERVICE

PRICE OFFERED

TO GSA

(including IFF)

SIN 54151

ACISS Maintenance: Support - Arrest $301.51

ACISS Maintenance: Support - Case Management $1,119.90

ACISS Maintenance: Support - Critical infrastucture $416.37

ACISS Maintenance: Support - Citation $473.80

ACISS Maintenance: Support - Crash $746.60

ACISS Maintenance: Support - FIR $358.94

ACISS Maintenance: Support - Fusion $617.38

ACISS Maintenance: Support - Gangs $531.23

ACISS Maintenance: Support - P&E (Property & Evidence) $1,119.90

ACISS Maintenance: Support - RISS $617.38

ACISS Maintenance: Support - TAP (Telephone Analysis Package) $775.31

ACISS Maintenance: Support - Tips & Tasks $531.23

ACISS Maintenance: Support - Concurrent User License $473.80

ACISS Maintenance: Support - Training Instance $2,297.23

ACISS Systems, Inc. – Software Support and Update Agreement Page 1 of 8

Software Support & Update Agreement

THIS SOFTWARE SUPPORT AND UPDATE AGREEMENT (this "Agreement") is made and entered into as of DATE, by and between ACISS Systems, Inc., a Florida corporation, having a principal place of business at

2454 N McMullen Booth Rd. Ste 700, Clearwater, FL 33759 (hereinafter "Licensor"), and AGENCY with an address at ADDRESS. (hereinafter "Licensee").

WITNESSETH:

WHEREAS, Licensee has obtained from Licensor a limited right and license in and to certain "Licensed

Programs" as provided in the Software Licensing Agreement of even date (the "Software Agreement"); and

WHEREAS, Licensee wishes to obtain from Licensor and Licensor wishes to provide to Licensee certain additional services with respect to such Licensed Programs on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, intending to be legally bound, Licensor and Licensee agree as follows:

Section 1

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Software Agreement.

1.1 Error. A reported and verifiable failure of the Licensed Programs to operate in substantial conformity with the Documentation. An Error shall not include any such failure resulting from changes or additions not made or approved by Licensor, errors of Licensee Personnel, or malfunctions or defects of third-party software, hardware, or operating environment. Licensor agrees that the Licensed Programs shall operate on hardware platforms and operating environments that Licensor certifies for operation of the

Licensed Programs, but Licensor shall not otherwise be responsible for integration or configuration of third-party software, hardware, or operating environments.

1.2 Enhancement. Changes or additions to Licensed Programs or Documentation requested by Licensee outside the scope of the basic license granted under the Software Agreement. Licensor reserves the right to decide whether or not to undertake development of Enhancements. If Licensor agrees to undertake development of Enhancements, it does so on the basis of reasonable efforts in the nature of professional services. Fees and costs for delivery of such professional services shall be as agreed in writing in connection with the applicable Enhancement Request and, if not agreed in writing, shall be at Licensor's standard rates. Enhancements carry no warranty (other than title) unless expressly agreed otherwise by

Licensor. Enhancements expressly designated as "Alpha" or "Beta" versions (or similar indication) are subject to testing, revision, or replacement as necessary under the circumstances, and installation and use of such versions are at Licensee's risk.

1.3 Revisions and New Releases. Any work that includes, derives from, or combines some or all of an existing work, including any revision, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting work or any part thereof may be recast, transformed, or adapted. Revisions and New Releases include Enhancements.

ACISS Systems, Inc. – Software Support and Update Agreement Page 2 of 8

1.4 Software Maintenance. Software Maintenance shall have the definition set forth in Section 4 hereof and shall be provided in consideration of the payment of the fee specified in the Fee Schedule attached hereto.

1.5 Support Services. The services set forth in Section 3 hereof shall be provided in consideration of the payment of the fee specified in the Fee Schedule attached hereto.

1.6 Support Staff. The staff of support engineers and other individuals assigned by Licensor to provide Software Support Services.

1.7 Workstation. A personal computer-based terminal or server.

1.8 Term. The term set forth in section 6 hereof.

Section 2

LICENSEE RESPONSIBILITIES

2.1 Software Maintenance and Support Services shall be performed solely in accordance with the terms and conditions of this Agreement and the terms and conditions of the Software Agreement.

2.2 Software Maintenance and Support Services extend only to the Licensed Programs free of additions or changes that have not been made or approved by Licensor. Further, Software Maintenance and

Support Services extend only to the most recent version of the Licensed Programs and/or any revision levels released in the most recent 24 month period, provided by Licensor to Licensee designated for operation on

Licensee's equipment, and, unless otherwise agreed by Licensor, Enhancements and Error Corrections shall be provided only as part of the upcoming release.

2.3 Software Maintenance and Support Services extend only to platforms certified by Licensor for use with the Licensed Programs. Licensor shall not be required to provide Software Maintenance and Support

Services to Licensee Equipment using operating environments materially different from those certified by Licensor.

2.4 Licensee shall be responsible for having remote communications capabilities sufficient to transmit data files to Licensor as necessary to support Software Maintenance and Support Services. Licensee shall provide Licensor with the equipment and/or software necessary to establish and operate both a remote connection to Licensee’s network and terminal services on the servers supporting the Licensed Programs.

Licensor shall only use the remote access connection to deliver Software Maintenance and Support Services described in this Agreement. The remote access connection need not be a permanent connection, but shall be at least a connection enabled upon request of Licensor.

2.5 Licensee shall provide Licensor with access to Licensee Equipment and Licensee Personnel as needed to provide Software Maintenance and Support Services.

2.6 Reserved

2.7 Reserved

2.8 Licensee shall use all reasonable efforts to ensure that all Licensee Equipment operating the

Licensed Programs and receiving Support Services have installed a recent release of the Licensed Programs.

ACISS Systems, Inc. – Software Support and Update Agreement Page 3 of 8

2.9 While Software Maintenance and Support Services are being made available or provided under this Agreement and for a period of one (1) year thereafter, each party agrees not to recruit or hire any personnel of the other party assigned to or working out of their respective offices.

2.10 Upon discovery of any Error being reported by Licensee, Licensee shall promptly provide Licensor with a comprehensive written description of the Error. As requested, Licensee shall provide as much information as reasonably possible to assist with the verification and resolution of the Error. Licensee shall provide reasonably requested assistance to allow Licensor to verify the Error and develop a solution. This Section is not intended to preclude informal communications and cooperation, including escalation via support procedures, but the provisions of this Section provide definitive procedures for ensuring proper reporting and response measures.

2.11 All Revisions and New Releases provided to Licensee hereunder (as well as any other programming or materials delivered to Licensee hereunder) shall be subject to the terms and conditions of the Software Agreement.

Section 3

LICENSOR OBLIGATIONS – SOFTWARE SUPPORT SERVICES

3.1 Services Provided. Subject to the payment of the annual Support & Update Fees set forth in the Fee Schedule attached hereto and during the term of this Agreement, Licensor shall provide to Licensee the following "Support Services":

A. System Administration level technical support of the Licensed Programs. Licensee shall be responsible for providing a primary agency point of contact for fielding end-user support issues and communicating those issues to Licensor Support Staff.

B. Software Support Services shall be available on Licensee’s Equipment located at Licensee’s Premises that is operating the Licensed Programs.

C. Licensor shall provide Software Support Services during it’s normal business hours, which are currently Monday through Friday from 9:00 AM to 6:00 PM EST. Support Staff shall promptly respond to questions in each case in such time and manner as is reasonable in light of the question or problem and its impact on the Licensee's operations; however, Support

Services provided herein do not assure uninterrupted operation of the Licensed Programs or Licensee’s Equipment.

D. Licensor shall provide a telephone number for Licensee Personnel to use to request Software

Support Services. Licensor shall also provide a means of requesting Support Services via

Licensor’s website, and via email.

E. Upon receipt of a request for Software Support Services, Licensor shall provide one or more of the following to Licensee:

i. Telephone consultation with Licensee support staff;

ii. VPN (or other remote access means) support by Licensee support staff; or

iii. Licensor support staff may refer the Licensee Personnel requesting assistance to other staff of Licensor.

ACISS Systems, Inc. – Software Support and Update Agreement Page 4 of 8

F. Maintain a staff of knowledgeable, trained, and qualified personnel for operation of the Support Center. Such staff may be employees, agents, or independent contractors of

Licensor.

3.2 Limitations of Software Support Services. The following services are specifically excluded under this Agreement:

A. Software modifications, other than those modifications that Licensor deems necessary to correct problems with the Licensed Programs;

B. On-site services, unless Licensor deems such on-site services necessary to correct problems with the Licensed Programs; and

C. Direct end-user support, other than support that Licensor deems necessary to troubleshoot and/or correct problems with the Licensed Programs. Licensee shall be responsible for providing general technical support services to Licensee’s own end-users. Should an issue arise with any of the Licensed Programs that cannot be resolved by Licensee’s internal technical support staff, the primary agency point of contact would be responsible for communicating the unresolvable issues to Licensor Support Staff.

Section 4

SOFTWARE MAINTENANCE

As provided more specifically through the procedures and practices described in this Agreement, Software Maintenance shall provide assurance to Licensee that the Licensed Programs operate in a commercially reasonable manner. Licensor shall provide to Licensee the following "Software Maintenance":

4.1 Provide Revisions and New Releases, including program fixes and related documentation.

Licensor will notify Licensee within thirty (30) days of the availability of the new release. Upon written request of Licensee, Licensor shall deliver to Licensee such revisions and new releases (as such versions have been released by Licensor for general use) of the System in the same form and quantity as originally delivered. Upon written request of Licensee, Licensor shall install such revisions via remote access.

4.2 Program defect problem resolution and consultation services necessary to verify and resolve

Errors reported by Licensee.

Section 5

CHARGES

5.1 Licensee shall be responsible for the payment of the annual Support & Update Fee specified in the Fee Schedule attached hereto.

5.2 Licensor shall invoice Licensee annually in advance for the Support & Update Fee. Licensee shall remit payment within thirty (30) days of receipt of the invoice.

5.3 If the first year’s Support & Update Fee is prepaid, such fees do not apply until the thirteenth month following implementation and go-live.

ACISS Systems, Inc. – Software Support and Update Agreement Page 5 of 8

5.4 Licensor may, upon written notice to Licensee not less than sixty (60) days prior to the beginning of the next renewal year, increase the fee for Software Maintenance and Help Desk Services, effective at the beginning of that renewal year or thereafter at such time as Licensor may indicate. The amount of such increase shall not exceed four percent (4%) per annum.

5.5 If payment is not received by Licensor within sixty (60) days of the due date, then all rights of

Licensee under this Agreement shall terminate and may only be reinstated by renewed application and re-enrollment. Any such reinstatement or re-enrollment may be retroactive.

5.6 Annual Support & Update Fees are based on the availability of Licensee-provided remote access to Licensee’s Equipment as set forth in section 2.4 herein. If no remote access is provided, Licensee shall be responsible for a five percent (5%) surcharge plus any associated costs for travel, lodging, expenses, postage, or shipping required to provide upgrades and support. Additionally, should Licensor’s Web Application be installed in a non-dedicated operating system environment which also hosts applications not belonging to

Licensor, a three percent (3%) surcharge will be added for the additional support incurred as a result of the shared environment.

Section 6

TERM

6.1 This Agreement is effective as of the installation date and shall remain in effect for one year.

Thereafter, this Agreement shall automatically renew thereafter for subsequent one (1)-year periods, unless and until either party provides written notice at least thirty (30) days prior to the end of the then-current term of its intent not to renew the Agreement for another year. Licensor agrees to provide services pursuant to this Agreement until at least the Termination Date.

6.2 Either party shall have the right to terminate this Agreement upon written notice in the event that the other party commits a material breach of this Agreement, provided that the other party does not cure such breach within thirty (30) days after receiving written notice of such breach from the other party (or, if later, prior to the time of receipt of notice of termination).

Section 7

LIMITATION OF LIABILITY AND WARRANTY

7.1 Licensor warrants that (1) subject to Licensee's cooperation as provided in the procedures and practices described in this Agreement, the services that Licensor provides hereunder shall be sufficient to correct Errors in the Licensed Programs, and (2) the services that Licensor provides hereunder shall be workmanlike and within reasonable industry standards. As the sole and exclusive remedy of Licensee for any proper warranty claim, Licensor shall correct the nonconformity in such time and in such manner as is reasonable in light of the nonconformity, and its impact on Licensee's operations. Licensor shall not be responsible for claims resulting from changes or additions not made or approved by Licensor, errors of Licensee Personnel or contractors, or defects or malfunctions of third-party software, hardware, or operating environments.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 HEREOF, AND EXCEPT AS OTHERWISE

PROVIDED IN ANY OTHER SIGNED AND WRITTEN AGREEMENT BETWEEN THE PARTIES, LICENSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE

LICENSED PROGRAMS, DOCUMENTATION, AND SERVICES PROVIDED BY LICENSOR, INCLUDING

(WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE.

ACISS Systems, Inc. – Software Support and Update Agreement Page 6 of 8

Section 8

LIMITATION OF LIABILITY AND DAMAGES

8.1 Except as provided in Section 8.3 and 8.4 hereof, the cumulative liability of Licensor to Licensee for all claims whatsoever related to the Licensed Programs, Documentation, and services provided by Licensor, or otherwise arising out of the performance or nonperformance of this Agreement, or any act, event, or circumstance affecting Licensee or the Affiliates, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all fees paid to Licensor by Licensee in accordance with this Agreement.

8.2 Except as provided in Section 8.3 and 8.4 hereof, in no event shall Licensor be liable for any special, indirect, incidental, or consequential damages in connection with any claim whatsoever related to the Licensed Programs, Documentation, and services provided by Licensor, or otherwise arising out of the performance or nonperformance of this Agreement, or any act, event, or circumstance affecting Licensee or the Affiliates, including any cause of action sounding in contract, tort, or strict liability.

8.3 Except as provided in Section 8.4 hereof, Licensor shall, in addition to any other obligation to indemnify the Licensee and to the fullest extent permitted by law, indemnify and hold harmless Licensee, its officials, and employees, from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting there from, or any other damage or loss caused by any negligent act, error or omission, recklessness, or intentionally wrongful conduct of the Licensor, any subcontractor, or anyone directly or indirectly employed by any of them. The indemnification obligations hereunder shall not be limited by any limitation on the amount, type of damages, compensation or benefits payable by or for the Licensor or any subcontractor under any contract or agreement or under worker’s compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, appellate, bankruptcy or defense counsel fees incurred by the Licensee to enforce this Indemnification clause shall be borne by the Licensor. The obligations contained in this

Indemnification Clause shall continue indefinitely and survive the cancellation, termination, expiration, lapse or suspension of this Agreement. This provision shall not be deemed to waive any of the rights or immunities accorded to Licensee by section 768.28, Florida Statutes, or any other applicable law.

8.4 Licensor shall be excused from responsibility for any delay, interruption, error, or malfunction resulting from natural disaster, transportation problems, defects, or malfunctions of third-party software, hardware, or communications; acts or omissions of Licensee or other persons not hired and supervised by

Licensor; and other acts, events, or circumstances beyond its reasonable control, whether or not foreseeable or identified. Licensor agrees that the Licensed Programs shall operate on hardware platforms and operating environments that Licensor certifies for operation of the Licensed Programs, but Licensor shall not otherwise be responsible for integration or configuration of third-party software, hardware, or operating environments.

Section 9

ARBITRATION

Any and all disputes arising out of or in connection with the interpretation, performance, or nonperformance, or termination of, this Agreement shall be settled promptly by negotiation between the parties. If within thirty (30) days after the date on which one party sends to the other a letter describing the dispute in reasonable detail, no resolution of the dispute has been reached, either party may request that such dispute be resolved in accordance with the commercial Rules of the American Arbitration Association ("AAA"). Such arbitration shall take place in Pinellas County, Florida, and shall be conducted by one (1) arbitrator selected in accordance with the then-existing Rules of the AAA. The decision of the arbitrator shall

ACISS Systems, Inc. – Software Support and Update Agreement Page 7 of 8 be final and binding and may be enforced in any court having jurisdiction over the parties or their assets.

The arbitrator shall decide all disputes in accordance with equity and good commercial practice and shall be bound by the laws of the state of Florida, provided that it is mutually agreed that the express provisions of this Agreement are intended to control.

Section 10

GENERAL

10.1 Licensor, in performance of this Agreement, is acting as an independent contractor and shall have the exclusive control of the manner and means of performing the work. Personnel supplied by Licensor hereunder are not employees or agents of Licensee.

10.2 The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.3 No delay or omission by either party to exercise any right or power occurring upon any noncompliance or default with respect to any terms of this Agreement shall impair any such right or power, or be construed as a waiver thereof. A waiver by either party of any of the covenants, conditions, or agreements to be performed by a party shall not be construed as a waiver of any succeeding breach or default in the same or any other term or condition hereof.

10.4 Notice to either party to this Agreement shall be deemed given (1) when mailed by certified mail, postage prepaid, or (2) when sent via courier, overnight delivery (such as Federal Express). Mail shall be addressed as follows:

36181 E Lake Rd #170

Palm Harbor, FL 34685

AGENCY

Project Manager: _________________

ADDRESS

or to either party at such other address as it shall have notified the other pursuant to the provisions of this Section 10.4.

10.5 The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Florida, exclusive of choice-of-law provisions.

10.6 Any litigation arising out of this Agreement shall be brought in a court of competent jurisdiction in Pinellas County, Florida.

10.7 By entering into this Agreement, Licensor and Licensee expressly waive any rights either party may have to a trial by jury of any civil litigation related to this agreement.

10.8 If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

10.9 Neither party may transfer, lease, or assign this Agreement or its rights hereunder without the prior written consent of the other party, except to a successor to all or substantially all of the business and

ACISS Systems, Inc. – Software Support and Update Agreement Page 8 of 8 properties of the assigning party, and except that Licensor may in its discretion pledge or assign its rights to payment hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding on the parties hereto, and their respective permitted successors and assigns.

10.10 This Agreement, together with the Software Agreement, and the exhibits and documentation referred to herein and therein, supersede all prior agreements, oral or written, and all other communications regarding the subject matter hereof. No amendment or modification of any provision of this Agreement shall be effective unless set forth in writing that purports to amend this Agreement and that is executed by the party against whom such amendment is sought to be enforced.

10.11 Applicable provisions of this Agreement shall survive following termination of this Agreement as necessary to give effect thereto.

10.12 The rights and obligations set forth in this Agreement may be enforced only by Licensor and

Licensee, respectively. It is expressly understood that any affiliates of Licensee shall not have standing to make demands or bring claims against Licensor for matters addressed by this Agreement.

ACISS Systems, Inc. – Software Licensing Agreement Page 1 of 12

Software Licensing Agreement

This SOFTWARE LICENSING AGREEMENT (this “Agreement”) is by and between AGENCY (hereinafter

“Licensee”), having a principal place of business at ADDRESS. and ACISS Systems, Inc. (hereinafter “Licensor”), a Florida corporation, having a principal place of business at 2454 N McMullen Booth Rd. Ste

700, Clearwater, FL 33759.

Licensor and Licensee, intending to be legally bound, hereby covenant and agree as follows:

Section 1

DEFINITIONS

In addition to terms elsewhere defined in this Agreement, the following terms shall have the meanings set forth in this Section 1 for purposes of this Agreement:

1.1 "Licensed Programs." The machine executable object code in machine readable form, and any updates or portions thereof for the following program(s): ACISS Web.

1.2 "Documentation." The user documentation and help files integrated in Licensed Programs and the printed “System Administrator’s” manual.

1.3 "System." Licensed Programs and Documentation, modifications thereto, and updates thereof furnished by Licensor pursuant to the terms hereof.

1.4 "Licensee Premises." Those premises occupied by Licensee at ADDRESS.

1.5 "Licensee Equipment." Network Servers, including all terminals, and other components thereof, situated at Licensee Premises on which the System will be installed, operated, and maintained.

1.6 “Licensee Personnel.” All persons engaged from time to time as officers, employees, agents, or independent contractors of Licensee.

1.7 "Designated Users." Licensee Personal who have an assigned password and who are permitted to use Licensed Programs.

1.8 “Stored Data.” Information input by Licensee or its authorized agents and stored on Licensee

Equipment.

Section 2

GRANT OF LICENSE TO LICENSEE

2.1 Scope of License. Upon payment by Licensee of the System Fees due Licensor under Section

5.1 hereof, Licensor shall grant to Licensee, and Licensee shall receive from Licensor, without further action by Licensee or Licensor, a personal, non-transferrable, nonexclusive, and non-assignable license to install, execute, and use the System (including modifications and updates of the System furnished pursuant to the terms hereof) for Designated Users on Licensee Equipment at Licensee's Premises for its own internal data processing and computing needs, and to make copies required for archival and backup purposes, all in accordance with terms and conditions hereof.

ACISS Systems, Inc. – Software Licensing Agreement Page 2 of 12

2.2 Limitations on Usage. Designated Users are permitted full access and use of the System.

The maximum number of Designated Users permitted to access the Licensed Programs is equal to the number of concurrent licenses granted to Licensee under this Agreement. Those who are not Designated Users are not authorized or permitted to use the System.

2.3 Equipment Designation. Licensor grants Licensee a license to use the System (and all

System updates and modifications furnished by Licensor) in conjunction with the Licensee Equipment at

Licensee Premises. If the Licensee alters, modifies, or replaces Licensee Equipment, Licensor must be notified in writing of the changes within fifteen (15) days of the changes being implemented.

2.4. Termination of License Rights. Notwithstanding the foregoing, the license rights granted hereunder and all use of the System shall terminate upon termination of this Agreement.

2.5 Documentation, Installation and Training. In connection with its installation of the

System, Licensor shall provide Licensee with the Documentation to the Licensed Programs, and the license granted herein shall authorize the use of the Documentation by Licensee in accordance with the terms hereof. Licensor will provide systems administrator training during the initial installation of the System.

This Agreement does not entitle Licensee to any additional training on use of the Licensed Programs. The Parties may agree on one or more training programs under a separate agreement. The terms and conditions of this Agreement shall control any other agreement regarding training.

2.6 Additional Charges. In addition to payment of the System Fees, Licensee shall pay, or reimburse Licensor for, taxes, costs of shipping and insurance, and other costs or expenses identified in

Sections 5 and 6 hereof.

2.7 Conditions Precedent to Licensor Performance. The obligations of Licensor under this

Agreement, including without limitation, Licensor's obligations regarding delivery of the System as set forth in section 6, new releases as set forth in section 3.2, and maintenance and support as set forth in section

3.3, are subject to and conditioned upon the timely performance of Licensee's obligations under this

Agreement.

Section 3

OBLIGATIONS OF LICENSOR

In addition to obligations otherwise set forth in Agreement, Licensor shall perform the obligations detailed in this Section 3.

3.1 Obligation for Property Damage. Licensor shall repair, replace, or, at Licensee's election, reimburse Licensee for the cost of repairing or replacing equipment, programs, data, or other property of

Licensee damaged through the negligent act or omission of Licensor; provided, however, that Licensee shall have the obligation of maintaining and having available backup copies of all such programs and data.

Licensor's obligations hereunder are conditioned on the availability of such backup copies, and Licensor shall have no obligation to rewrite or recompile programs or data not preserved through backup procedures.

3.2 New Releases. Unless Licensee enters into a Software Support and Update Agreement offered by Licensor and such Software Support and Update Agreement provides for new releases, Licensee will not be entitled to any new versions of the System released by Licensor.

3.3 System Maintenance and Support. Licensor shall supply all maintenance and support necessary for Licensor to comply with its initial warranty as set forth in section 8 of this Agreement. Upon expiration of the initial warranty period, Licensor’s responsibility to maintain the System, except as

ACISS Systems, Inc. – Software Licensing Agreement Page 3 of 12 specifically provided herein, shall end unless Licensee enters into a Software Support and Update Agreement offered by Licensor. In the event that Licensee requests consulting services that are beyond the scope of this Agreement and the Software Support and Update Agreement, Licensor may provide such services or recommend appropriate outside consultants. In all cases, fees for such services will be charged at Licensor’s standard rates and Licensee will be responsible for paying such fees.

3.4 Confidentiality of Proprietary Information. Licensor acknowledges that the Licensed

Programs will be utilized by Licensee in connection with information, including Stored Data, which is confidential to Licensee. Licensor recognizes that it may receive from Licensee in connection with this

Agreement, information, data and material of a confidential and/or proprietary nature relating to Licensee or Licensee’s business. Licensor acknowledges that disclosure of such information to third parties would be damaging to Licensee and/or individuals represented by the Stored Data. Licensor, therefore, agrees to hold such information in strictest confidence, not to make use thereof outside the performance of its duties in connection with this Agreement, and to release such information only to employees of Licensor requiring such information in the performance of their duties hereunder or to employees of the sub-contractor or authorized agent retained by Licensor for installation of the System. Licensor further agrees not to disclose or release such information to any other party.

Section 4

OBLIGATIONS OF LICENSEE

In addition to obligations otherwise set forth in this Agreement, Licensee shall perform the obligations detailed in this Section 4.

4.1 Testing of System; Notification of Material Deficiencies. Licensee shall test and inspect all portions of the Licensed Programs installed on the Licensee Equipment and review and evaluate the

Documentation. Licensee shall give Licensor prompt notice of any material deficiencies. Notice of any material deficiencies must be given to Licensor no later than ninety (90) days after the Licensed Programs have been initially installed on Licensee Equipment.

4.2 Availability of Equipment. Licensee shall furnish and make available such Licensee

Equipment specified in the Documentation and as required for installation, operation, or maintenance of the System and take such action as may be necessary to ensure that all Licensee Equipment required for operation of the System are completed and operable in accordance with the System Requirements set forth in Exhibit A at least seven (7) days prior to the date scheduled for delivery of the system to the Licensee Premises.

4.3 Access to Licensee Premises. Licensee shall grant to Licensor such access to Licensee

Premises, all parts of the System situated thereon, and all Licensee Equipment as may be necessary or appropriate for Licensor to perform its obligations under this Agreement.

4.4 Required Access. For the purposes of supporting the system, Licensee agrees to provide Licensor access to the Licensed Software through a Virtual Private Network (VPN) or equivalent remote access technology. Other communications equipment and telecommunications channels may be specified in the Documentation.

4.5 Confidentiality of Proprietary Information. Licensee recognizes that it may receive from Licensor in connection with this Agreement, information, data and material of a confidential and proprietary nature relating to Licensor, the System or the Licensed Programs. Licensee acknowledges that disclosure of such information to third parties would be damaging to Licensor. Licensee, therefore, agrees to hold such information in strictest confidence, not to make use thereof outside the performance of its duties in

ACISS Systems, Inc. – Software Licensing Agreement Page 4 of 12 connection with this Agreement, and to release such information only to employees requiring such information in the performance of their duties hereunder. Licensee further agrees not to disclose or release such information to any other entity.

Section 5

LICENSEE PAYMENTS TO LICENSOR

5.1 System Fees. In consideration of the undertakings of Licensor and the grants of license herein, Licensee shall pay to Licensor licensee fees and installation fees in accordance with the Fees

Schedule attached hereto.

5.2 Taxes. The System Fees and all other payments provided for under this Agreement are exclusive of all federal, state, local, and other taxes or other charges (other than income or franchise taxes payable by Licensor) directly applicable to the licensing, installation, support, or use of the System, and

Licensee will pay or contest in good faith any such taxes or charges within 10 days after Licensee's receipt of proper bills or statements from Licensor or the taxing authorities.

5.3 Delays. If the installation of the System or any component thereof is delayed as a result of the unavailability, non-completion, or improper installation or operation of Licensee Equipment and such delay continues for more than seven (7) days after Licensor gives Licensee notice of such delay, Licensee shall reimburse Licensor for all reasonable costs and expenses (including, without limitation, Licensor’s reasonable personnel expenses) incurred by Licensor as a result of any such delay in installation; provided, however, that Licensee shall not be liable for any cost or expense attributable to (1) errors or omissions of Licensor, (2) Licensee’s determination that delay in installation is required pursuant to Section 6.2 hereof, or (2) an Event of Force Majeure as set forth in Section 11.1 hereof.

5.4 Interest on Late Payments. All amounts due to Licensor hereunder not paid within thirty

(30) days after the date such amounts are due and payable shall bear interest at the lesser of 1.5 percent per month or the maximum rate allowed by applicable law, from the date such amount first became due.

Section 6

SYSTEM DELIVERY

6.1 Delivery; Expenses for Delivery. Where applicable, delivery of the System shall be at

Licensee’s expense. Licensor will arrange for delivery of the System.

6.2 Dates of Delivery and Installation. Licensee shall have the right to specify delivery and installation dates for the System, by written notice to Licensor at least thirty (30) days prior to such delivery or installation date, if Licensee reasonably determines that Licensee will be unable to prepare and/or install

Licensee Equipment prior to the scheduled date for installation for the System and if such delay will not extend beyond ninety (90) days after the original delivery or installation date, absent an Event of Force

Majeure as set forth in Section 11.1 hereof.

6.3 Notwithstanding any contrary provision of this agreement, each payment obligation of the licensee created by this agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of the Software Support & Update Services. If such funds are not allocated and available, this agreement may be terminated by the Licensee at the end of the period for which funds are available. The licensee shall notify the licensor the earliest possible time before such termination. No penalty shall accrue to the Licensee in the event this provision is exercised, and the Licensee shall not be obligated

ACISS Systems, Inc. – Software Licensing Agreement Page 5 of 12 or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed so as to permit the licensee to terminate this agreement in order to purchase, lease, or rent similar software or services from another party.

Section 7

INSTALLATION AT LICENSEE PREMISES

7.1 Installation. Licensee, with the assistance of Licensor as reasonably required, will install the Licensed Programs on Licensee Equipment at Licensee Premises in accordance with the Documentation.

If the assistance of Licensor requires access to Licensee Equipment or Licensee Premises, Licensee shall take such actions as Licensor informs Licensee are reasonably necessary to provide access to Licensee Equipment and Licensee Premises for installation of the System.

Section 8

LIMITED WARRANTY; LIMITATION OF REMEDIES

8.1 Limited Warranty. Licensor warrants, solely for the benefit of Licensee, that for a period of ninety (90) days after the initial installation date that the System will operate in a commercially reasonable manner. Licensee shall notify Licensor of any material deficiency within the 90-day period, whereupon

Licensor shall, in its sole discretion, either repair the material deficiency within a commercially reasonable time period, reinstall that portion of the Licensed Program, or refund a portion of the System Fees proportionate to the materially deficient System module or subroutine; provided however, that Licensor shall be relieved from any obligations under this Section 8.1 if Licensee does not give Licensor prompt written notice of any deficiency claimed hereunder upon Licensee’s first observation of such deficiency and if such delay causes additional degradation of the System.

8.2 Warranty of Right to License; Infringement. Licensor warrants that it is owner or licensee of the System, that it has the right to convey the licenses set forth in Section 2 hereof, and that the Licensee's use of such System in accordance with the terms of this Agreement shall not infringe any third-party rights in patent, copyright, or trade secret in the United States. Licensor makes NO WARRANTY regarding the rights of third parties outside of the U.S.

8.3 Warranty Service Terms. Warranty service shall be performed during normal weekday business hours, excluding holidays.

8.4 Licensor Obligations Under Warranty. Licensor's sole obligation under the aforesaid warranties shall be to either utilize commercially reasonable efforts to correct or modify such portion of the

System that contains a material deficiency that has been reported by Licensee to Licensor in writing during the aforesaid initial warranty period, repair such material deficiency within a commercially reasonable time period, reinstall that portion of the Licensed Program affected by the material deficiency, or refund a portion of the System Fees proportionate to the materially deficient System module or subroutine. These are

Licensee’s exclusive remedies for material deficiencies.

8.5 Conditions Precedent to Licensor Obligations. All of the warranties made by Licensor hereunder are, and all obligations of Licensor under this Section 8 shall be, contingent upon Licensee's use of the System in accordance with the provisions of this Agreement and specific instructions relating thereto furnished by Licensor consistent with the terms of the Agreement, and, to the extent that any of the following cause warranty failure, no such warranties or obligations shall apply to any portion of the System that has been:

ACISS Systems, Inc. – Software Licensing Agreement Page 6 of 12

1. Installed or operated by Licensee in a manner inconsistent with the provisions of this Agreement or modified by a party other than Licensor without the written approval of

Licensor;

2. Damaged by negligence or misuse by other than Licensor or by fire, casualty, or other external causes;

3. Subjected to conditions beyond normal environmental and operating constraints, or subjected by parties other than Licensor to unusual physical or electrical stress; or

4. Moved from its original place of installation, or moved from Licensee Equipment, or moved from Licensee Premises, without Licensee providing at least fifteen (15) days advanced written notice to Licensor of the move and without objection from the Licensor within fifteen (15) days from the date of receipt of Licensee’s written notice.

8.6 Disclaimer; Limitation on Liability. EXCEPT FOR THE EXPRESS WARRANTIES AND

UNDERTAKINGS SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ALL WARRANTIES RESPECTING

THE SYSTEM AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN

NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE USE OR PERFORMANCE

OF THE SYSTEM OR ANY COMPONENTS THEREOF, HOWEVER CAUSED, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN ANY EVENT, LICENSOR’S

LIABILITY SHALL NEVER EXCEED THE AMOUNT SET FORTH AS LICENSE FEES IN THE SYSTEM FEES.

Section 9

LICENSEE'S USE AND PROTECTION…