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MASTER SERVICES AGREEMENT
<br />This Master Services Agreement ("MSA") is entered Into
<br />effective as of ("Effective Date"), and made by
<br />and between 4Sight Labs, Inc., ("4Sight") and the Kittitas
<br />County Sheriffs Office, WA ("Company" or "Customer").
<br />451ght and Company shall be collectively referred to as the
<br />"Parties" or individually as a "Party". Company has elected
<br />to purchase services from 4Sight, described in an Ordering
<br />Document (defined below) referencing this MSA, Company
<br />agrees by executing such Ordering Document, Company
<br />agrees to the terms and conditions of this VISA as well as
<br />any related exhibits or schedules.
<br />Section 1. DEFINITIONS. In addition to those
<br />definitions contained in any applicable Ordering
<br />Document, the following terms shall have the meanings
<br />set forth below:
<br />1.1 "Affiliate" means, with respect to any entity, any
<br />other entity that, directly or indirectly through one or
<br />more intermediaries, controls, is controlled by, or is under
<br />common control with, such entity.
<br />1.2 "Monitoring Package" which includes but is not
<br />limited to bands, sensors, charging docks and related
<br />supplies described in the applicable Ordering Document.
<br />1.3 "Monitored Individual" means the individual
<br />whom is banded with monitoring device under the care
<br />and supervision of Company.
<br />1.4 "Documentation" means in digital, printed, or
<br />other form, the technical, user and reference manuals,
<br />notes, instructions and summaries, technical release notes,
<br />specification and any other supporting documentation
<br />related to the Licensed Software.
<br />1.5 "Licensed Software" means the control station,
<br />software and related service and support described in the
<br />Ordering Document. Licensed Software shall include
<br />Documentation.
<br />1.6 "Ordering Document" means a mutually agreed
<br />upon document containing mutual collaboration, and
<br />other information applicable to the Services (defined
<br />below), attached hereto and incorporated herein by
<br />reference.
<br />Section 2. SERVICES.
<br />2.1 DesrrlpUnn of Services. 4Sight will provide the
<br />Monitoring Package and Licensed Software (collectively
<br />herein after the "Services") as described herein and as set
<br />forth in each Ordering Document attached hereto and as
<br />agreed upon by the Parties. During the Term of this MSA,
<br />the Parties may agree on additional Ordering Documents,
<br />and 4Sight shall provide Company with such Services, if
<br />applicable, as set forth in such additional Ordering
<br />Document. Each party hereby agrees that by referencing
<br />this MSA each Ordering Document will be understood as
<br />implicitly incorporating by reference the terms herein,
<br />including definitions, even if the Ordering Document does
<br />not expressly do so.
<br />2.2 License Grant. Subject to the terms of this MSA, during
<br />the Term, 4Sight grants the Company a nonexclusive,
<br />non -assignable license to use the Services at its facilities.
<br />Company may not (a) use the Licensed Software for any
<br />purpose, at any location or in any manner not specifically
<br />authorized by this MSA, (b) create or recreate the source
<br />code for the Licensed Software, or re -engineer, reverse
<br />engineer, decompile, copy or disassemble the Services, (c)
<br />modify, adapt, translate or create derivative works based
<br />upon the Services, (d) refer to or otherwise use the
<br />Services as part of any effort to develop a program having
<br />any functional attributes, visual expressions or other
<br />features similar to those of the Services to compete with
<br />4Sight, or (e) remove, erase or tamper with any copyright
<br />or other proprietary notice printed or stamped on, affixed
<br />to, or encoded or recorded in the Services or
<br />Documentation or fail to preserve all copyright and other
<br />proprietary notices. No right or license shall be implied
<br />other than the rights and licenses expressly granted in this
<br />MSA. 4Sight shall retain all ownership rights, title, and
<br />interest in the Services, subject only to the rights and
<br />licenses granted herein. Company may make copies of the
<br />Documentation for use and distribution in accordance with
<br />the terms of this MSA.
<br />2.3 Subcontractors. 4Sight may engage
<br />subcontractors to assist with the performance of the
<br />Services.
<br />2.4 Acceptable Use. Company and its users may use
<br />the Services only in accordance with the Documentation.
<br />Each time material modifications are made to the Services,
<br />4Sight will make available to Company electronic updates
<br />to the Documentation. If Company continues to use the
<br />Services and makes no objections to the changes in the
<br />Documentation within ten (10) days of posting all changes
<br />and updates shall be deemed accepted. Company is
<br />responsible for all acts and omissions of its users in
<br />connection with the Services who do not comply with the
<br />terms set forth in said Documentation. During the Term,
<br />4Sight will provide Support Services for the Licensed
<br />Software. 4Sight may in its sole discretion discontinue,
<br />modify, or replace the Licensed Software.
<br />Section 3. COMPENSATION.
<br />3.1 Payment.
<br />Company shall pay 4Sight fees as per the Ordering
<br />Document for Services. After the Initial Term, 4Sight may
<br />Increase the Total Annual Fees, no more than once every
<br />twelve (12) months, based upon the percentage increase
<br />In the Consumer Price Index for all Urban Consumers, U.S.
<br />6735516v.4
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