By proceeding with the installation of this Software Product, you (hereinafter referred to as "Customer") are entering into an Agreement by and between AMERICAN BUSINESS MONITORING SYSTEMS, A DIVISION OF BOLD TECHNOLOGIES LTD, ABM DATA SYSTEMS (hereinafter referred to as "ABM") with its principal place of business at 2851 Joe Demagio Blvd., Bld. 3 Ste 6, ROUND ROCK, TEXAS 78664 , U.S.A. The terms of the Agreement are as follows: SOFTWARE SERVICE AND SUPPORT, TERMS AND CONDITIONS 1. FEES AND PAYMENT TERMS. 1.1 Fees charged to the Customer for the Services and Support activities described in Section 5 shall be as set forth in the Order Form attached to the Software License Terms and Conditions Agreement Order Form. The amounts listed on the Order Form do not include taxes, duty, tariffs, or other surcharges that may be applicable. In the event that any such fees are levied upon or paid by ABM, Customer shall reimburse ABM the amount of such taxes when Customer is billed such amount by ABM. 1.2 Payment shall be made by Customer as set forth in the Order Form. If any amount is not paid when due, Customer shall incur a service charge of one and one half percent (1½%) per month on any and all unpaid balances. 1.3 Customer shall pay any and all shipping and handling fees, insurance fees, and all taxes, duty, tariffs, or surcharges, levied by any federal, state, county, municipal or other governmental authorities or agencies relating to the sale of hardware and/or the License and Support of the Software. 1.4 Support Charges. The monthly/annual charge for Software Support shall remain in effect for an initial period of twelve (12) months, provided that there are no modifications or additions to the level of service requested by Customer. After the initial period, ABM may increase the Monthly/Annual Charge upon thirty (30) days prior notice to the Customer. 1.5 On-Site Charges. If applicable, on-site service charges provided to Customer outside of ABM's standard service location are described in the Order Form. 1.6 Additional Charges. 1.6.1 For Software Services requested by Customer that are in addition to the service hours described in Section 2.1.2, Customer will be charged at ABM's then current rate. 1.6.2 Any Service resulting from any condition described in Section 3 shall be billed to Customer as an additional charge at ABM's then current rate. 1.7 Renewal. This agreement will be automatically renewed for an additional twelve month period upon the same terms and conditions as stated herein (other than pricing adjustments) unless either party notifies the other in writing not less than thirty (30) days prior to the end of the initial or renewal period that it is electing not to renew that agreement for support services. 2. SERVICES. 2.1 Scope. 2.1.1 ABM agrees to use reasonable efforts to maintain the Software so that the Software performs substantially in accordance with the specifications described in the operational manual issued to Customer with the delivery of the Software ("Specifications"). 2.1.2 The Services relating to Software shall include HRS. technician hours of assistance per year. Thereafter, Services for Software shall be charged as described in Section 1.6. 2.1.3 Upon demand, Customer agrees to provide ABM with an inventory of all hardware and applications software components resident on the computer system housing software Licensed for use by customer. The inventory list will include relevant specifications, standards, and requirements specific to the Customer’s Information Systems environment. Customer acknowledges that, unless otherwise agreed to in writing by ABM, Customer is responsible for the service and integration of all hardware, operating system, data base, and networking software, as well as application software not Licensed for use by ABM. ABM's sole responsibility under this Agreement shall be to provide service and support for the Software that it has licensed for use. 2.1.4 Response Time. Within the hours for Services described in Section 2.2, ABM shall respond to telephone remedial Service requests received within a reasonable time. This response shall consist of telephone initiated diagnostic assistance to aid in problem resolution. 2.2 Hours for Services. 2.2.1 Telephone support shall be available from 8:00 a.m. to 5:00 p.m. Central Time on normal working days. 2.2.2 For circumstances under which alarm signals cannot be handled through the Software, telephone support shall be available twenty-four (24) hours a day, seven (7) days a week. This applies to the alarm monitoring software only as listed in the Order Form. 2.3 Software Component Build Updates. ABM may from time to time, issue Software Updates in the form of new software component builds of the Licensed Software to Customer generally containing error corrections and minor feature enhancements. ABM shall facilitate access to its Internet Web site so that Customer may retrieve Updates without additional charge. For purposes of this Agreement, a "Component Build Update" is a component of software having the same Release and Revision level as the customer’s product but a higher Build level. A Component Build Update generally contains bug fixes and/or enhancements. ABM reserves the right to charge additional fees for new releases and/or revisions of the Software that add new functionality or features. 2.4 Software Release/Revision Updates. ABM may from time to time, issue Software Release or Revision updates that take advantage of advances made with respect to current technology. Such updates generally result in significant modifications to the Software architecture necessitating implementation migration. In such cases ABM and the Customer will select a mutually beneficial date to effect the migration of the Customer’s Release/Revision of the Software to the most current Release/Revision of the Software. A Customary application of Release/Revision Updates is one in which the Software to be updated is within 1 revision level of the most current Software version. Except under rare circumstances, the Customary application of Release/Revision Updates such as these will be performed without additional charge. For purposes of this Agreement, a "Release/Revision Update " is significant enhancements to the software architecture resulting in the deliverance of improved performance, functionality, or feature composition. ABM reserves the right to charge additional fees for Release/Revision Updates of the Software if: 2.4.1 The Software incorporates what ABM deems to be a substantial amount of new functionality, features, or technical ingenuity. 2.4.2 The migration of the Software platform operating environment has been rendered uncustomary through the additions of proprietary software, hardware, or networking components. 2.4.3 Delays in the Software migration resulting from excessive cancellations, unacceptable scheduling of activities, or the unavailability of support personnel. 2.5 Additional Software. Any other item of Software that may be added to this Agreement shall be listed at the time of such addition in a separate attachment or in a modified attachment, and the monthly charges listed in such separate or modified attachment for the Services shall cover such new items of Software. 2.6 Acknowledgment of Use of Subcontractors. Customer acknowledges that ABM may subcontract its service obligations to third parties. ABM shall remain primarily liable for the performance of such services unless otherwise agreed to by Customer 3. SERVICE LIMITATIONS. Services do not include and ABM is not responsible for: 3.1 Rendering service using language or spoken word other than English. 3.2 Malfunctions Caused by Others. System malfunctions caused by the deliberate or negligent acts of persons other than ABM or causes external to the System including, without limitation, software viruses, incorrect or inadequate network administration, incorrect or inadequate database administration, incorrect or inadequate Operating System administration, electrical surges, lightning storms, power outages, or similar events; 3.3 External Causes. Electrical work external to each System or repair of accessories, alterations, attachments or other devices not furnished or otherwise authorized by ABM; 3.4 Site Unsuitability, Etc. Software under performance or non-performance resulting from a failure to provide a suitable System environment as described in the site preparation procedures, including adequate space and electrical power; other than normal use and wear, acts of nature or disaster, such as, but not limited to floods, fire, winds, lightning, and earthquakes; accidents, vandalism, burglary, neglect, misuse, unauthorized repair by other than ABM personnel or Customer trained personnel; or any failure due to the hardware, operating system software, or other application software; or 3.5 Modifications. Any modification, change or alteration of the Software by anyone other than ABM. 3.6 Administration. ABM does not warrant work nor provide support for system components other than its own Software even in the event that such components were initially installed and configured by ABM personnel. System components are defined as: - Installation and configuration of server or workstation components such as disk drives, memory, video adapters, network adapters, printers, modems, etcetera. - Installation and configuration of Operating System software. - Installation and configuration of networking components. - Installation and configuration of database software. 4. RESPONSIBILITIES OF CUSTOMER. 4.1 Notification of ABM. Customer shall promptly notify ABM in English of any System failure caused by the Software. To facilitate ABM's performance of the Services, CUSTOMER agrees to provide access via Wide Area Network which would at minimum, include a telephone line and modem. 4.2 Access. ABM's representatives shall have reasonable access to the System in order to provide the Services. 4.3 Inspection. CUSTOMER hereby authorizes representatives of ABM to enter Customer's premises and inspect the System at any reasonable time after reasonable notice to Customer. 4.4 Customer's Data. Customer is responsible for creating and maintaining data archives in a safe, secure location. Customer is advised to archive any and all data residing on the System. IN NO EVENT SHALL ABM BE LIABLE FOR LOSS OR DESTRUCTION OF CUSTOMER'S DATA FOR ANY REASON. 5. WARRANTIES AND LIMITATION OF LIABILITY. 5.1 ABM warrants that support services will be provided in a good and workmanlike manner. Customer's sole remedy for ABM's breach of its support services warranty shall be the re-performance of the services by ABM. 5.2 NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY TO THE SOFTWARE. THE EXPRESS OBLIGATIONS STATED HEREIN ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ABM FOR DAMAGES OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE. 5.3 IN NO EVENT SHALL ABM BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH OR ARISING OUT OF THE USE, PERFORMANCE, OR DELIVERY OF SOFTWARE OR PART THEREOF OR SERVICE PROVIDED FOR IN THIS AGREEMENT, AND IN NO EVENT SHALL ABM BE LIABLE FOR ANY DAMAGE CAUSED BY THE NEGLIGENCE OF CUSTOMER AND/OR ANY USER OR BY ANY USE BY ANY PARTY OF THE SOFTWARE OR ANY PART THEREOF, EVEN IF ABM HAS BEEN ADVISED OF A POSSIBILITY OF SUCH DAMAGES. 5.4 ANY AND ALL WARRANTIES GRANTED HEREUNDER SHALL BE INVALID, IF IN ABM'S REASONABLE JUDGMENT, THE SOFTWARE HAS BEEN MODIFIED, DECOMPILED, DISASSEMBLED, OR USED FOR A PURPOSE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT. 5.5 CUSTOMER ACKNOWLEDGES AND AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF ABM FOR PERSONAL INJURY AND/OR PROPERTY DAMAGE, REAL OR PERSONAL, WHICH IS IN CONNECTION WITH, ARISES OUT OF OR FROM, OR RESULTS FROM THE SALE, INSTALLATION, REPAIR, INSPECTION, TEST, SERVICE, OPERATION OR PROGRAMMING OF THE SOFTWARE, AND/OR THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OF ABM AND/OR ITS AGENTS, SERVANTS, EMPLOYEES, SUPPLIERS OR SUBCONTRACTORS, INCLUDING, WITHOUT LIMITATION, ACTS, ERRORS OR OMISSIONS WHICH OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE EXECUTION OF THIS AGREEMENT, AND/OR ANY CLAIM(S) BROUGHT IN PRODUCT OR STRICT LIABILITY, AND/OR BREACH OF WARRANTY, EXPRESS OR IMPLIED, AND/OR BREACH OF CONTRACT, EXPRESS OR IMPLIED, AND/OR FOR CONTRIBUTION OF INDEMNIFICATION, WHETHER IN CONTRACT, TORT OR EQUITY, INCLUDING WITHOUT LIMITATION, ANY GENERAL, DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY AND/OR CONSEQUENTIAL DAMAGES, IRRESPECTIVE OF CAUSE, SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $1,500.00 AND THIS LIABILITY SHALL BE EXCLUSIVE. IN THE EVENT THAT CUSTOMER WISHES TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, CUSTOMER MAY, AS A MATTER OF RIGHT, OBTAIN FROM ABM A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT FOR THE INCREASE IN SUCH LIMIT OF LIABILITY, BUT THIS HIGHER LIMITATION SHALL IN NO WAY BE INTERPRETED TO HOLD ABM AS AN INSURER. 5.6 The provisions of Section 5 shall survive termination of this Agreement. 6. ABM TRAINING AND DOCUMENTATION. 6.1 Educational services will be made available by ABM. Such services will cover the range of ABM’s current software products and configurations. Educational services are provided at ABM's facility. Prices and class times vary by subject-matter. 6.2 Customer is responsible for transportation, accommodations, and expenses related to the Educational services provided by ABM. 7. TERMINATION. 7.1 ABM may suspend performance of its obligations under this Agreement or other agreements with Customer (without termination of same) if Customer breaches any material term of this Agreement or such other agreements, including (i) any Hardware Purchase and Service Agreement, and (ii) the terms of any ABM invoice. Notwithstanding the suspension of Services, ABM may immediately terminate this Agreement by written notice of termination to Customer if Customer violates the terms hereof or of any other agreement between the parties hereto, including without limitation, any Hardware Purchase and Service Agreement, or if Customer takes any action that impairs ABM's Intellectual Property Rights. 7.2 No termination of this Agreement shall release Customer from paying its account in full in accordance with the provisions of this Agreement. The provisions of this Section shall survive termination of this Agreement. 7.3 Upon termination, Customer shall remain bound by all provisions of this Agreement that, by the terms hereof, survive termination. 7.4 ABM shall have the right to immediately terminate this Agreement by giving written notice to that effect if Customer should become insolvent or file a voluntary petition in bankruptcy; or an involuntary petition to have Customer declared bankrupt is filed, and not vacated within thirty (30) days after written notice from the date of filing; or Customer should make an assignment for the benefit of creditors, or a receiver should be appointed for or Customer should become a subject of an action under Title XI of the United States Code, Customer should voluntarily or involuntarily take or be placed under protection from creditors in any form or in accordance with the laws of any jurisdiction or Customer ceases to conduct its operations in the normal course of business. 7.5 If either of the parties shall default on any material obligation and such default is not cured within thirty days following written notice from the other party. 7.6 Either party may terminate this agreement subject to the provisions of section 1.7. 7.7 Reinstatement. At ABM’s discretion, the terms of this agreement may be reinstated within 60 days of termination upon receipt of a reinstatement fee in the amount of seven hundred and fifty dollars. 8. FORCE MAJEURE ABM shall not be liable for loss or damage due to delays resulting from any cause beyond its reasonable control, including, without limitation, acts of God, acts or omissions of Customer, fires, strikes, floods, weather, disputes with workmen, embargoes, wars, riots, epidemics, quarantines and restrictions, or due to compliances with any law or regulations. 9. INDEMNIFICATION AND INSURANCE. 9.1 Customer represents, warrants and covenants to ABM that it presently maintains and shall maintain, without interruption, for the term of this Agreement and for any extensions or renewals thereof, comprehensive general liability insurance in the minimum amount of one million dollars ($1,000,000). Upon request of ABM, Customer shall, from time to time, furnish ABM with proof, satisfactory to ABM of such insurance. 9.2 Customer shall defend, indemnify and hold harmless ABM, its parent, subsidiaries and affiliates, and the shareholders, officers, directors, employees, agents, successors and assigns of all such entities, of and from any and all claims, demands, actions, causes of action, suits, losses, damages, costs, expenses (including without limitation, reasonable attorneys' fees) and liabilities whatsoever, in connection with, arising out of or from, or resulting from assertions, claims, or actions by third parties (including claims and demands resulting from ABM's own negligence) in connection with, arising out of or from, or resulting from the relationship, responsibilities or obligations created by this Agreement. 9.3 No action or cause of action arising out of or related to this Agreement may be brought at any time more than twelve (12) months after the cause of action arose. 9.4 The provisions of Section 9 shall survive termination of this Agreement. 10. GENERAL. 10.1 Waiver. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or future exercise of the same or of any other right, remedy, power or privilege with respect to any other occurrence. 10.2 Notices. All formal notices and communications hereunder shall be delivered by hand or sent by telegram, cablegram, telecopy, facsimile, overnight mail or by registered or certified mail, return receipt requested, and shall be deemed to have been given on the day when deposited in the cable or telegram office or post office or in the case of hand delivery, telecopy or facsimile, on the date of delivery or date of transmission, addressed to the other party, at the address set forth on page 1 of this Agreement to the attention of the President. Either party may from time to time change the address to which notices to it are to be sent by giving written notice of such changes to the other party in accordance with the terms hereof. 10.3 Binding Nature of Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Customer may not assign, transfer or encumber its rights or obligations under this Agreement without the prior written consent of ABM. 10.4 Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provisions shall be effected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 10.5 Entire Agreement. This Agreement, the Software License Agreement, any related Hardware Purchase and Service Agreement, and any ABM invoice sent pursuant to this Agreement, contain the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing, signed on behalf of ABM by an authorized officer. Any conflicting terms in Customer's purchase order, release or any other documents shall be null and void and of no effect. 10.6 Section Headings. The Section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. 10.7 Number of Days. In computing the number of days for the purpose of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be the next which is not a Saturday, Sunday or holiday. 10.8 Governing Laws. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All disputes arising under this Agreement shall be brought only in a court of competent jurisdiction located in Travis County, Texas, and the parties irrevocably consent to venue in such location. 10.9 Customer's Data. ABM acknowledges that data residing on the Customer’s computer system is the property of the Customer and as such it shall be held confidential. Addendum Phoenix LE and Year 2000 Compliance Please be advised that statements made during the course of this sale are subject to the Year 2000 Information and Readiness Disclosure Act. In the case of a dispute, this Act may reduce your legal rights regarding the use of any such statements, unless otherwise specified by your contract or tariff. ABM is pleased to certify Phoenix versions 1.0.3, 2.0.3, 3.0.3 and higher as Year 2000 Compliant (Y2K). This means that as long as Phoenix is implemented in a Y2K compliant architecture (computer, peripheral devices, network, and Operating System), it will handle the transition from December 31st 1999 to the year 2000 without date-related data corruption or functional impropriety. If you should have question about the state of compliance of any of your computer systems, peripheral devices, networks, or Operating Systems please contact the appropriate manufacturer.