BETA SOFTWARE TERMS AND CONDITIONS
1. Beta License Grant and Fees. “Agreement” means these Terms and Conditions, together with the applicable Beta License Order. During the term of the Beta Order, 22d Century Software Solutions, LLC, D/B/A Govtech Cloud (“Govtech Cloud”) grants the entity identified in the Beta License Order (“Subscriber”) a nonexclusive, nontransferable, non-assignable license to use the Beta Software described therein for its own law enforcement purposes, without the further right to sublicense, distribute, transfer or transmit the Beta Software. All licenses granted are for use of the Beta Software in object code format only. Subscriber agree not to (i) reverse assemble, decompile, or otherwise translate, or use, copy, modify, or distribute the Beta Software; or (ii) charge, or allow others to charge, any third party for use of the Beta Software. Subscriber acknowledges that third party commercial technology (“Embedded Technology”) may be embedded or otherwise delivered with the Software (e.g. Imageware facial, palm, and voice recognition technology). Subscriber may only use such Embedded Technology as integrated with the Software and subject to any additional terms set forth in the Agreement. Govtech Cloud, its affiliates and its licensors are the owners of all intellectual property rights in the Beta Software and reserves all rights therein. Subscriber owns and retains all rights, title and interest in and to all data placed into the Beta Software.
2. Term and Termination. Either party may terminate the Agreement upon 30 days’ notice for any reason or in the event of a material breach by the other party of these Terms and Conditions. Upon the expiration of the Beta License Order term or termination of the Agreement, all rights and licenses granted to Subscriber hereunder shall terminate immediately and Subscriber shall (i) cease all use of the Beta Software; and (ii) delete all copies of the Beta Software in its possession. Upon Govtech Cloud’s request, Subscriber will also provide Govtech Cloud with a signed written statement certifying that it has deleted all Beta Software.
3. Disclaimer of Warranty. Subscriber acknowledges and agrees that the Beta Software is under development and is not currently a generally-available product. As a result, GovTech Cloud provides the Beta Software and any services “AS IS,” and without any warranties, express or implied, of any kind. Without limiting the foregoing, any implied warranty or condition of merchantability or fitness for a particular purpose is expressly excluded and disclaimed.
4. Intellectual Property Indemnity. Govtech Cloud shall defend, indemnify and hold harmless, at its sole cost and expense, any third party claim against Subscriber for alleged violation, infringement or misappropriation of any patent, copyright, or trade secret based on the Beta Software as provided by Govtech Cloud (each a “Claim”). In the event of a Claim, Govtech Cloud shall have the right to immediately terminate the Beta Software license granted under this Agreement without penalty. Govtech Cloud shall defend, indemnify and hold harmless Subscriber against and from any and all liabilities, suits, damages, claims, demands, and expenses (including, without limitation, reasonable attorneys' fees), arising out of or in conjunction with any such Claim. The foregoing states Subscriber’s sole remedy and Govtech Cloud’s sole liability relating to any Claim. Claims shall not be subject to the limitation of liability set forth in Section 5 below.
5. LIMITATION OF LIABILITY. EXCEPT FOR SUMS PAYABLE PURSUANT TO GOVTECH CLOUD’S INDEMNITY OBLIGATION ABOVE: (I) IN NO EVENT SHALL GOVTECH CLOUD BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF GOVTECH CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) DAMAGES THAT EXCEED THE GREATER OF FIVE THOUSAND DOLLARS ($5,000.00) OR ALL AMOUNTS PAID HEREUNDER.
6. General Provisions. This Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, USA without regard to its conflicts of laws principles. The Agreement supersedes in full all prior discussions and agreements, oral and written, between the parties and constitutes the entire understanding of the parties relating to the subject matter hereof. No amendment or modification of the Agreement shall be valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of the parties. Subscriber may not assign, sublicense, or otherwise transfer this Agreement or the license granted to Subscriber herein, or any of its rights or obligations under this Agreement, to any party without the prior written consent of Govtech Cloud, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors and assigns as permitted by this Agreement. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute a consent to any prior or subsequent breach. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.