HomeMy WebLinkAboutInspect2Go Food Inspection Software Agreement IncnArt
MASTER SERVICE AGREEMENT
VERSION Z
This Master Service Agreement ("Agreement") is made this .70 day of mat
20M between Inspect2go, Inc., a California Corporation with a principlgg offic at 1001 Avenida Pic6 #C110,
San Clemente aliVia ("Company"), a O moixon. Coca. TY Pk rrLN� with a principle
office at ��� /y �'k f—]'�I jht 04., l✓ 9PS ?[1 ("Customer").
WHEREAS, Company is engaged in the business of providing a full range of information technology
consulting services; and
WHEREAS, Customer desires to retain Company to perform information technology services and
functions; and
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein,
the parties have agreed and do agree as follows:
AGREEMENT
1. Contracted Services. This Agreement shall apply to the delivery of information technology services,
support, and functions as further described in the Statements of Work (SOW) that may be proposed
and approved by the parties. Any such approved SOW shall be incorporated herein by reference (the
services and functions described in any SOW are hereafter referred to as the "Services"). In the event
that the scope of the Services is expanded, revised, or modified, for any SOW incorporated herein, the
parties shall prepare and sign an amended or new SOW (or change order), which likewise shall be
attached hereto and incorporated herein by reference. Absent the execution of a SOW, this
Agreement does not, in and of itself, represent a commitment by Customer to receive any Services
from Company or pay Company any fees.
2. Term of Agreement.
(a) The term of this agreement is 5 years with commencement on the Effective Date set forth above.
After the Term, and contingent upon continued funding and with the mutual agreement of both
parties, this contract may be renewed at the same rate, and term, plus an increase of 2.8%/year for
inflation. In the event that the SOW provides for a different Term, the SOW Term will control for that
specific Statement of Work only.
(b) Either party shall have the option to terminate this Agreement, without cause, by providing one
hundred twenty (120) days' notice of its intent to terminate the Agreement without cause. In the
event that a SOW provides for a different termination notice period, the SOW termination clause
will control for that specific SOW only.
(c) The Agreement can be terminated for cause, as defined in paragraph 14(a) herein, at any time
provided the alleged breaching party is provided an opportunity to cure the alleged breach in the
manner set forth in paragraph 14(a) below or a Permitted Delay, as defined in paragraph 14(d)
herein, does not apply.
3. Fees and Payment Terms.
(a) In exchange for the Services performed by Company, as set forth in any SOW, Customer agrees to
compensate Company at the rates identified in the fee schedule set forth in a SOW. Such rates
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are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees
assessed on, or in connection with any of the Services rendered herein. Customer will pay all
undisputed invoices with fifteen (15) days of receipt thereof.
(b) In addition, Customer shall reimburse Company its actual out-of-pocket expenses as reasonably
incurred by Company in connection with the performance of Services. Additional expenses for
materials, services, 3rd party software, training and hardware may only be incurred by Company
and charged to Customer if prior written approval from Customer has been obtained.
(c) A late charge of one and one-half percent (1%%) per month, or the legal maximum if less, shall
accrue on past due billings unless Customer notifies Company of a billing dispute in writing prior
to the payment due date. Customer shall be responsible for any costs incurred by Company in
the collection of unpaid invoices including, but not limited to, collection and filing costs and
reasonable attorney's fees of not less than fifteen percent (15%) of the outstanding balance due.
(d) Recurring Fees and Due Dates— Fees are due in advance of each year of service. The first year
of service begins upon receipt of both the purchase order and the full Year 1 Total Payment, which
initiates the project. Payments for subsequent years are due on the same calendar date as the
purchase order, on each subsequent year(for example, the year 2 fee is due 365 days following
the date of the purchase order). Recurring fees are due regardless of the status of the project.
Customer may cease recurring payments for non-performance in which case the Termination
section of this document shall apply.
(e) Refunds: All setup, milestone, maintenance and recurring payments, and all other payments are
final. No refunds shall be provided under any circumstances.
(f) If payments are not current, then Company will stop providing services and Customer must
immediately discontinue use of the software.
(g) Inflation: Beginning year 5, the annual fee will increase each year according to the rate of inflation
according to the Consumer Price Index(CPI)
4. Specification and Out of Scope Services.
a. Project work by Company initiates upon receipt of (1) purchase order, (2) initial payment, (3)
signed MSA and (4) signed SOW. Company/Customer meetings are then be held to determine
the exact software requirements. Company then drafts an SRS (System Requirements
Specification, i.e., "Specification") for review by Customer. The SRS shall become an
amendment to the SOW. Project lead time then begins upon signed execution of SRS by both
parties.
b. OUT OF SCOPE - ANY SERVICES EXCEEDING THOSE SET FORTH IN ANY SOW
INCORPORATED HEREIN SHALL BE CONSIDERED OUT OF SCOPE. NO OUT OF SCOPE
SERVICES WHATSOEVER WILL BE PROVIDED UNLESS SPECIFIED IN A CHANGE
AUTHORIZATION ORDER (CAO). FOR ANY OUT OF SCOPE WORK, COMPANY WILL (1)
CHARGE AN ADDITIONAL FEE AND (2) EXTEND THE DELIVERY DATE BY AT LEAST THE
AMOUNT OF TIME THAT PASSES FROM THE DATE OF THE INITIAL SOFTWARE
PURCHASE ORDER, TO THE DATE OF THE CAO. For example, any new or modifications to
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documents (inspection forms, permits, reports, etc.), data, functional requirements, hosting,
server requirements, security features, access, process flow or any other new information that is
provided to Company after the SOW has been executed shall be considered out of scope work.
Any Customer requirement that is not clearly, completely and accurately specified in the SOW
shall be considered out of scope work. Fees for such additional services or out of scope work
will be set forth on a Change Authorization Order(CAO), which will also provide a description of
the changed or additional service(s) being requested. Once a CAO is signed by both parties, it
will be incorporated into the Agreement and have the same legal effect as the SOW that is
incorporated into the Agreement.
5. Ownership. "Software" refers to all Software provided by Company for use by Customer, including
without limitation all mobile applications, web-based applications, SaaS services, database, server,
desktop and other software, nomenclature, screen designs, intellectual property, customizations,
configurations, reports and contents created, utilized, enhanced or published by the Company. All
Software shall become and remain in the exclusive possession and control of the Company (except to
the extent utilized by Customer in accordance with the Agreement). All Software provided by the
Company or used by the Company in service to this Agreement shall remain the property of the
Company. All company technology shall be and remain the exclusive property of the Company.
Customer shall acquire no ownership right in any of the Software provided by the Company. Customer
agrees to use the same safeguards against unauthorized use of the Company's Software as it uses
with respect to its own data and proprietary or sensitive information. Company agrees to provide a
perpetual non-exclusive (and except as otherwise set forth herein, a royalty-free) license for utilization
of the Software. Customer agrees not to sell or commercialize any Software, Software features or
capabilities. Customer represents and warrants to Company that with respect to any and all written
and other materials it has made or will make available to Company(including without limitation example
checklists, inspection forms, documents, data and reports) shall be free of proprietary claims or claims
or potential claims of unauthorized use on the part of Customer, Company or any third party. Company
shall not be limited in any way from selling, marketing, promoting, or commercializing products related
to this project, or that utilize materials or other information provided by Customer. Any use or
improvement of the Software by the Customer must be with the signed written permission of Company.
To the best of its knowledge, any material and intellectual property provided by Company does not
infringe on the intellectual property of others.
5. Independent Contractor. The parties enter into this Agreement as independent contractors and
nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other
employment relationship between the parties. All Company employees who are assigned to perform
services at any Customer owned or leased facility shall be considered to be an employee of Company
only and will not be considered an agent or employee of Customer for any purpose. Company will be
solely responsible for payment of all compensation owed to its employees, including all applicable
federal, state and local employment taxes and will make deductions for all taxes and withholdings
required by law. In no event will any Company employee be eligible for or entitled to any benefits of
Customer.
6. Confidential Information.
Customer acknowledges that it may receive confidential information, including proprietary information
and/or trade secrets from Company in the course of Company's performing the services described in
this Agreement. Confidential information shall be deemed to include all information Customer receives
from the Company except information specifically designated in writing as non-confidential. Examples
include, but are not limited to Inspect2go software functionality, Inspect2go software demonstrations,
Inspect2go software screenshots, Inspect2go Videos (of customer meetings, or of the product or any
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other Inspect2go related videos), Inspect2go's SOW, Inspect2go's Iv1SA, Inspect2go's Specification,
Process Flow Charts, Prices, etc. Customer agrees to maintain the secrecy of the Company's
information and agrees not to use it, commercially exploit it, share with a competitor of the Company,
share with a potential customer of the Company or publish or otherwise make such information
publically available. Each party agrees to be responsible for any breach of this Agreement by its
representatives. If either party or any of its representatives becomes legally compelled to disclose any
of the confidential information of the other, such party will provide the disclosing party with prompt prior
written notice of such requirement so that the disclosing party may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not obtained, the receiving Party agrees
to disclose only that portion of the confidential information which it is advised by counsel is legally
required to be disclosed. Notwithstanding anything to the contrary in this Agreement, it is understood
that a breach of this Paragraph would cause irreparable harm, that money damages would not be
adequate to compensate a party for a breach of this Paragraph, and that the disclosing party will be
entitled to equitable relief, including injunction and specific performance, in the event of any breach of
the provisions of this Paragraph. No failure or delay by either party in exercising any right, power or
privilege hereunder will operate as a waiver thereof.
8. Nonsolicitation of Employees. Customer will not, either directly or indirectly (except through
Company) solicit, hire, contact, or contract with any Company employee, contractor, subcontractor
(collectively referred to as Staff) of the Company during the term of this Agreement and for a two (2)
year period following termination thereof(hereafter the "Nonsolicitation Term"). Customer will maintain
confidentiality of the names and contact information of all Staff.
9. Customer Responsibilities. In addition to any obligations and responsibilities described in the SOW
or elsewhere in this Agreement, Customer shall be responsible for the following:
(a) To ensure that the necessary business and application knowledge is available and conveyed from
the Customer's existing support team to Company's support team.
(b) Provide ready access to all appropriate computing platforms, servers, data, documentation, and
personnel (i.e., end users and technical representatives) necessary to fully understand the current
business systems and environments throughout the life of the engagement.
(c) Provide external communications capability and/or access to its work facility to enable Company's
on-site project team to access the Customer's information technology system 24/7.
(d) Unless stated otherwise in the SOW, the software shall be hosted by Company. In regard to
Customer-hosted versions of the software, Customer shall (1) provide unrestricted,
unencumbered, 24/7 access to all servers, databases, software and other technology related to
the project and (2) meet all technical requirements (for servers, databases, hardware, software
and other technology) that are provided by Company at any time during the Term.
(e) Customer shall assign an employee or representative to be present at the work facility for any
after hours or weekend Services provided by Company. In the event that Customer declines or
fails to assign an employee or representative to be present during such hours, Customer waives
any and all claims for any property damage or loss that occurs during such time that Company's
employee(s) is on the Customer's work facility.
(f) Provide passwords and access to Company employees as needed.
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(g) All third party fees, if applicable, are the sole responsibility of the Customer and Inspect2Go is
not responsible for these fees. Examples may include all fees related to payments (banking
fees, payment gateway, setup, payment processing, etc.), Apple Volume Purchase Program,
wireless/data connectivity, 3rd party hardware (ipads), etc. Some projects have no third party
fee. Customer will purchase licenses for the following, If applicable (to be discussed with
Company)
a. Publication of Mobile Apps: Customer (not company) shall purchase and maintain the proper
accounts with the technology provider for any offline-capable mobile app. In the case of Apple
for example, this is the Apple Volume Purchase Program which costs approximately $200/year.
The customer (not Inspect2go) will purchase this account and ensure that it is fully operational
so that Inspect2go can publish the app for the customer's use.
b. No Firewalls: The customer must remove any firewalls or other security or protective services
on any equipment utilized by Inspect2go that in any way affect the installation, use or successful
implementation of Inspect2go software. For example, if and iPad is used, there must be no
software installed on the iPad that impedes the ability of the mobile app to be published and
utilized on the iPad.
c. Wireless service and data plans
d. Payment Gateway and API (all banking, payment gateway, payment processing related
software and fees are the sole responsibility of the Customer)
e. Domain(s)for hosting
f. Any and all 31 party software licenses for (1) by use of the client and (2) those necessary for
Company to perform its development, software integration, testing and maintenance.
g. All third party fees (if any) are the sole responsibility of the Customer and Inspect2Go is not
responsible for these fees.
h. Others (TBD)
(h) Hardware—Provide and support
1) All related hardware such as mobile devices, computer terminals, printers, etc.
2) Wireless connectivity of adequate reliability and bandwidth to utilize the software
3) Unless otherwise specified in the SOW, customer's field device shall be:
a) iPad
b) 32 GB
c) Latest IOS
d) Cellular/Data model
e) Cellular/Data plan (high speed for multi-photo upload)
(i) Data Protection, Security and Regulations — It is the Customer's sole responsibility, and it is not
the company's responsibility, to specify any and all security, regulatory, data protection and all
other legal requirements (if any exist) of the system. Other than the standard SSL Certificate,
Role Based Access and unique Username/Password Iogins, the system meets no such
requirements whatsoever, unless specifically stated in the Company's SOW.
Q) Data Migration: If any data migration is required from Customer's existing systems, all data
must be provided to Company by Customer, in full, prior to initiation of any work on the project,
as part of the SOW, as follows:
a. In a format specified by Inspect2GO
b. Complete, normalized, categorized, clean and error free
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c. Provided in its complete and final form prior to the date of execution of the System
Requirements Specification, with no changes or additions to the data whatsoever after the SRS
is signed.
d. Data extract will be treated as a one-time import process. That means all departmental data
must relate to the same time period and contain all the dependency data/references. A
consensus from all agency departments/users is needed for the same start date.
e. Properly formatted and consistent. For example: addresses shall be broken down by city, state,
zip, etc.
f. Only data is imported,with no images or files.
g. Comprehensive, satisfying all data fields for all departments
h. If the main data has references/lookups (as opposed to being self-contained in the main data
extract), then separate extracts are needed for the lookup tables. Each extract shall be
identified and separated: for example, each lookup table must have its own named extract file.
(k) Project Manager - Customer will assign a Project Manager to be the primary contact person for
Company. This individual will:
1) Have full knowledge of Customer needs and full understanding of all project related documents
2) Set aside sufficient time to work with Company throughout the project
3) Have possession of(without delay)the equipment(connected computer and mobile device) for
testing
4) Create itemized, clear lists of bugs and issues that may not be caught by Company's in-house
QC team
5) Have authority to approve final lists of test results/bugs/changes
6) Be able to quickly and thoroughly respond to Company questions. 24-hour response is
expected on most questions.
7) Have authority to approve payments to Company
10. Warranty of Services. Any warranty offered by Company for Services provided herein shall be
set forth in the SOW. In the absence of any warranty language in the SOW, Company warrants that all
Services performed pursuant to this Agreement will be performed in accordance with the general
standards and practices of the information technology industry in existence at the time the Services are
being performed. IN THE EVENT THAT THERE IS NO WARRANTY SET FORTH IN THE SOW, THE
FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND
CONDITIONS EXPRESSED OR IMPLIED, ORAL OR WRITTEN, CONTRACTUAL OR STATUTORY,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT APPLICABLE.
11. Indemnification. Customer will indemnify, save harmless, and defend Company and all
employees, officers, directors, agents, suppliers and subcontractors (collectively "indemnified
parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands,
proceedings (whether legal or administrative) and expenses (including but not limited to reasonable
attorneys' fees) threatened, asserted, or filed by a third party against any of the indemnified parties
arising out of or relating to this document or the services provided by Company.
12. Limitation of Liability. In no event shall Company or the "indemnified parties" listed above be liable
for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use,
by customer or any third party, whether in an action in contract or tort or strict liability or other legal
theory, even if Company has been advised of the possibility of such damages. In no event will
Company's (or indemnified parties') liability for any damages, losses and causes of actions whether in
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contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by Customer
for the Service which gave rise to such damages, losses and causes of actions during the 6-month
period prior to the date the damage or loss occurred or the cause of action arose. Company (and
indemnified parties) shall not be liable for failure or delay in performing its obligations hereunder if such
failure or delay is due to circumstances beyond its reasonable control. User agrees to and understands
that this software is to be used for informational purposes only. Any information and/or result achieved
from the software shall in no way be construed as verification and/or approval of the food, facility,
process, property, vehicle or other item in question. This software and its results and/or score/report
shall in no way be considered a substitute for a licensed and/or certified inspection of the food, facility,
process, property, vehicle or other item. Company specifically disclaims any and all warrantees
associated with the use and/or results of the software. Company shall not be liable for any claim of
damage/liability whatsoever from any cause of action from use of the software. The software and use
thereof makes no representation whatsoever on any local, city, county, state, and/or federal
ordinance/law. User acknowledges that the software is not intended for any use in which the failure of
the software could lead to death, personal injury, or severe physical or environmental damage.
13. Equal Opportunity Employer. Company is an Equal Opportunity Employer and does not
discriminate in recruitment, hiring, transfer, promotion, compensation, development, and termination of
its employees on the basis of race, color, sex, age, marital status, national origin, handicap, religious
beliefs, veteran's status or other protected category as required by applicable Federal, State and local
laws. Customer likewise represents that it will not discriminate in the referral or acceptance of
Consultants hereunder on the basis of race, color, sex, age, marital status, national origin, handicap,
religious beliefs, veteran's status or other protected category as required by applicable federal, state
and local laws.
14. Termination.
(a) Termination for Cause: If either party believes that the other party has failed in any material respect
to perform its obligations under this Agreement(including any Exhibits or Amendments hereto), then
that party may provide written notice to the other party's management representative describing the
alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum due and
owing under this Agreement or if Customer makes an unauthorized solicitation of a Company
employee or other staff under the provisions of paragraph eight (8) herein, the breaching party shall
have ten (10 business days after notice of such failure to cure the breach. If the breaching parry fails
to cure within ten (10) business days, then the non-breaching party may immediately terminate this
Agreement, in whole or in part, for cause by providing written notice to the management
representative of the breaching party. With respect to all other defaults, if the breaching party does
not, within thirty (30) calendar days after receiving such written notice, either (a) cure the material
failure or (b) if the breach is not one that can reasonably be cured within thirty (30) calendar days,
then the non-breaching party may terminate this Agreement, in whole or in part, for cause by
providing written notice to the management representative of the breaching party.
(b) Termination for Bankruptcy: Either party shall have the immediate right to terminate this Agreement,
by providing written notice to the other party, in the event that (i) the other party becomes insolvent,
enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes
an assignment for the benefit of creditors; or (ii) a substantial part of the other party's property
becomes subject to any levy, seizure, assignment or sale for or by any creditor or government
agency.
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(c) Payments Due: The termination of this Agreement shall not release either party from the obligation
to make payment of all amounts then or thereafter due and payable.
(d) Permitted Delays: Each party hereto shall be excused from performance hereunder for any period
and to the extent that it is prevented from performing any services pursuant hereto in whole or in part,
as a result of delays caused by the other party or an act of God, or other cause beyond its reasonable
control and which it could not have prevented by reasonable precautions, including failures or
fluctuations in electric power or telecommunication equipment, and such nonperformance shall not be
a default hereunder or a ground for termination hereof. Company's time of performance shall be
enlarged, if and to the extent reasonably necessary, in the event: (i) that Customer fails to submit
information, instructions, approvals, test results/feedback, bug lists, or any other required element in
the prescribed form or in accordance with the agreed upon schedules; (ii) of a special request by
Customer or any governmental agency authorized to regulate, supervise, or impact Company's normal
processing schedule; (iii) that Customer requests any"Out of Scope Services" (iv) that Customer fails
to provide all hosting requirements (refer to "Customer Hosting"), (v) that customer fails to provide any
of the "Customer Responsibilities" (vi) that Customer fails to provide any equipment, software,
premises, data, server access, documentation (inspection forms, permit examples, etc.), specifications
(SOW, etc.) or performance called for by this Agreement, and the same is necessary for Company's
performance hereunder. Company will notify Customer of the estimated impact on its processing
schedule, if any. Meeting the project schedule is dependent upon Customer response and third
parties;therefore, Company does not commit to meeting the schedule, but will exert reasonable efforts
to do so.
(e) Third Party: Company is not responsible for the performance of third party items that it does not
supply(3rd party software, networking equipment, computers, wireless services, etc.)
(f) Continuation of Services: Company will continue to perform Services during the notice period unless
otherwise mutually agreed upon by the parties in writing. In the event that Customer provides the
notice of termination and directs Company not to perform the services through the notice period,
Customer agrees to pay Company an amount equal to the amount normally due to Company for the
notice period. Upon termination by either party, Customer will pay Company for all services
performed and charges and expenses reasonably incurred by Company in connection with the
services provided under this Agreement through the date of termination.
(g) Use of Software: Upon termination of the Agreement (with or without cause and by either party)
Customer shall cease all use of the Product/Software and the perpetual, or any other license to use
the software shall terminate.
15. Miscellaneous Clauses:
(a) Dat base/Storac le Limits
Item Details Maximum
Cloud Total storage for all data, images and 50 GB
Storage scanned documents
Cloud 1 GB
Database
iPad Storage Assuming 32 GB iPad is purchased. <32 GB
However 64 GB and 128 GB iPads are
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available (note- use IDS 12.0 or
higher)
iPad App (this spec is unaffected by the storage 20 MB
Database capacity of the iPad)
Photo Gallery (depending on the storage capacity of 10GB
the iPad)
Exceeding these limits may cause the software to fail. Some items such as cloud storage may
be increased for an additional fee.
(b) Offline vs. Online:
i. Online — All software provided by Company includes an online component. This is
compatible with the latest version of Google Chrome only, and will not function without a
reliable, continuous, wireless data connection of adequate bandwidth. This software
functions across multiple device types but is optimized for desktop PC screens.
ii. Offline — An offline component is not provided unless it is specifically listed as a
deliverable in the SOW. Offline software consists of a Native Mobile App. This app will
only function on the one type of mobile device type and one operating system version to
be specified in the SOW. Customer must not update its operating system version unless
permission is given by Company, otherwise the software may be adversely affected.
Offline functionality is very limited and only those functions that are specifically listed in
the SOW as"Offline Functions" are available offline.
(c) Non-Restrictive Relationship. Company may provide the same or similar services to other customers
and Customer may utilize other information technology service providers that are competitive with
Company.
(d) Waiver. The rights and remedies provided to each of the parties herein shall be cumulative and in
addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by
either party of its right to terminate this Agreement or to enforce any provision of this Agreement for
default or violation by the other party shall not prejudice such parry's rights of termination or
enforcement for any further or other's default or violation or be deemed a waiver or forfeiture of those
rights.
(e) Force Maieure. Neither party will be liable to the other for failure to perform its obligations hereunder
if and to the extent that such failure to perform results from causes beyond its control, including and
without limitation: strikes, lockouts, or other industrial disturbances; civil disturbances; fires; acts of
God; acts of a public enemy; compliance with any regulations, order, or requirement of any
governmental body or agency; or inability to obtain transportation or necessary materials in the open
market.
(f) Notices. All notices required under or regarding this Agreement will be in writing and will be
considered if delivered personally, mailed via registered or certified mail (return receipt requested
and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier
(confirmed by receipt)addressed to the following designated parties:
If to Company: If to Customer: tvJ
Company Name: Inspect2go Customer Name: /" em ro" cvc, ¢.
Attention: Paul Smith Attention: T a
Address: 1001 Avenida Pico#C110 Address: C-
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(g) Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the
validity or enforceability of the remainder of this Agreement will not be affected.
(h) Marketing: Customer allows Company to publish press releases (upon receipt of the order and
upon meeting milestones), a case study and video about the project. Customer agrees to
participate by providing a quote in the press releases, staff for an interview and video of actual
use of the software by company, and contribute to the case study. Company agrees to provide a
link on it's website to the Company's website regarding the technology.
(i) Users: Unless specifically stated in a "Users" section of the SOW, there will be no Users of the
system other than those of the specific Customer. No other Departments, Agencies, Public or
others will log into, interact with nor utilizes the software in any way.
(j) Integration: The Company's product is stand-alone, and no software interfacing or
communication with 31 party software, or communication with 3rd party vendors, or any type of
integration what-so-ever is included within the project unless it is specifically listed as a
Software Integration Project in the SOW. 31 party software examples include but are not
limited to databases, permitting systems, financial software (AR/AP, Accounting, Payment
Processing, Time Tracking, Payroll), Microsoft Products (Windows, Outlook, Office), email, GIS
and any systems of other government agencies beyond the Customer(such as State of Federal
systems). In regard to any Software Integration that is listed in the SOW, each 31 party must
provide to the Company fully functional APIs for their respective products that meet all of the
Company's needs. Any licenses need by company, or unforeseen costs related to such
integration, is not included in the Company's price, and such costs must be paid by Customer.
(k) SaaS: Company technology is delivered via a SaaS (Software as a Service) business model.
The software is not licensed to 3rd parties for resale. Company services are turnkey per the
SOW. Unless specifically stated otherwise in the SOW, Company may utilize any technology
stack that it choses for the project.
(1) Payment Integration—For systems with Payment Integration, Customer must provide:
i. A wildcard SSL certificate
ii. Username/Password for Payment Gateway APIs (both sandbox for testing, and live)
iii. 3rd party tools shall be paid by customer(for PCI compliance, etc.)
(m) Subcontractors: Company staff may include domestic or offshore contractors
(n) Captions. The section headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the construction or interpretation of this Agreement.
(o) Entire Agreement. This Agreement and the SOW(s) and/or CAO(s) incorporated herein
constitute the entire agreement between the parties and supersede any prior or
contemporaneous communications, representations, documents, communications, requests for
proposals or agreements between the parties, whether oral or written, regarding the subject
matter of this Agreement. If any term or provision of this document is in conflict with the
SOW(s), those portions of the SOW(s) shall prevail.
Inspect2GO, Inc. •www.inspect2go.com
This document contains confidential, proprietary, trade secret information of Inspect2GO, Inc.
Page 10 of 11
I n c nAr%t 9
(p) Amendments. This Agreement and the Exhibits may be amended only by an instrument in
writing executed by the parties hereto. Any written work order submitted by Customer shall not
amend the terms of this Agreement and will only be considered (1) a statement of the work to
be performed; (2) set forth any deadlines or schedules; and (3) the additional fees to be
charged, if any, for any out of scope work or services stated on the work order.
(q) Applicable Law. This Agreement is made under and will be construed in accordance with the
law of California without giving effect to that state's choice of law rules. The forum for any
dispute or litigation arising out of this Agreement shall be resolved confidentially through binding
arbitration at JAMS in Orange County, CA (http://www.jamsadr.comn according to the laws of
the state of California.
(r) Supersedes Previous Agreements. This Agreement supersedes all prior or contemporaneous
negotiations, commitments, agreements (written or oral) and writings between the Company
and Consultants with respect to the subject matter hereof. All such other negotiations,
commitments, agreements and writings will have no further force or effect, and the parties to
any such other negotiation; commitment, agreement or writing will have no further rights or
obligations there under
(s) Successors and Third Party Beneficiaries. This Agreement shall inure to the benefit of
Company and Customer and any successors or assigns of Company and Customer. No third
party shall have any rights hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
COMPANY CUSTOMER
Organization Inspect2go. lnc. /Waro6t Cva , /eWOLA-6'
U-ftiovt re c!�o✓�
Signature
Date 30
Inspect2GO, Inc. • www.inspect2go.com
This document contains confidential, proprietary, trade secret information of Inspect2GO, Inc.
Page 11 of 11
IncrigantA",
(p) Amendments. This Agreement and the Exhibits may be amended only by an instrument in
writing executed by the parties hereto. Any written work order submitted by Customer shall not
amend the terms of this Agreement and will only be considered (1) a statement of the work to
be performed; (2) set forth any deadlines or schedules; and (3) the additional fees to be
charged, if any, for any out of scope work or services stated on the work order.
(q) Applicable Law. This Agreement is made under and will be construed in accordance with the
law of California without giving effect to that state's choice of law rules. The forum for any
dispute or litigation arising out of this Agreement shall be resolved confidentially through binding
arbitration at JAMS in Orange County, CA (http://www.jamsadr.com/) according to the laws of
the state of California.
(r) Supersedes Previous Agreements. This Agreement supersedes all prior or contemporaneous
negotiations, commitments, agreements (written or oral) and writings between the Company
and Consultants with respect to the subject matter hereof. All such other negotiations,
commitments, agreements and writings will have no further force or effect, and the parties to
any such other negotiation; commitment, agreement or writing will have no further rights or
obligations there under
(s) Successors and Third Party Beneficiaries. This Agreement shall inure to the benefit of
Company and Customer and any successors or assigns of Company and Customer. No third
party shall have any rights hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
COMPANY CUSTOMER
Organization Inspect2go, Inc.
By Paul Smith
Title President
Signature
Date 6/7/2023
Inspect2GO, Inc. • www.inspect2go.com
This document contains confidential, proprietary, trade secret information of Inspect2GO, Inc.
Page 11 of 11