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R-1489 - 09/08/2015 - POLICE DEPT. - Resolutions RESOLUTION 2015-PD-LIVESCAN-PG-R-1489 A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE PURCHASE OF A BIOMETRICS AND LIVESCAN FINGERPRINT AND MUGSHOT SYSTEM FROM ITOUCH BIOMETRICS, LLC WHEREAS, the Village Police Department's fingerprint and mugshot system is in need of replacement("System's; and WHEREAS, led by the Village, several DuPage County law enforcement agencies joined together to negotiate with iTouch Biometrics, LLC of Schaumburg, Illinois ("iTouch'% a competitive price for the purchase of the System equal to the prices negotiated by the State; and WHEREAS, due to the large number of municipalities joining in the negotiation, purchasing the System through iTouch likely will result in significant savings for the Village; and WHEREAS, because the State of Illinois law enforcement agencies already negotiated a competitive price for the System, the Village staff has recommended that the Village waive competitive bidding and approve the purchase of the System from iTouch; and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to so waive competitive bidding and to approve the purchase of the System from iTouch; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of the System is hereby waived in accordance with Section 1-7-4 of the Village Code. Section 3: Authorization of Purchase of the System. The President and Board of Trustees hereby approve the purchase of the System from iTouch for a price not to exceed $23.060.00. Section 4: Authorization and Execution of the Agreement. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the agreement attached hereto as Exhibit A after receipt of the final agreement fully executed by iTouch. Section 5: Effective Date. This Resolution shall be in full force and effect from and after its passage by two-thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2015-PD-LIVESCAN-PG-R-1489 Approving the Purchase of Fingerprint and Mugshot System Page 2 of 3 APPROVED THIS 8th day of September, 2015 Gop Lalmalani Village President PASSED THIS 8th day of September, 2015 Ayes: Trustees Adler, Baar, Manzo, Moy, Tiesenga, Yusuf Nays: None Absent: None ATTEST: Charlotte K. Pruss Village Clerk Resolution 2015-PD-LIVESCAN-PG-R-1489 Approving the Purchase of Fingerprint and Mugshot System Page 3 of 3 EXHIBIT A VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the day of , 2015 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village"), and iTouch Biometrics, LLC, an Illinois limited liability company located at 1225 East Golf Road, Suite A,Schaumburg, Illinois 60173 ("Consultant"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. PURCHASE. The Village agrees to practiced by recognized consultants in performing services of purchase from Consultant, and Consultant agrees to sell to the a similar nature in existence at the Time of Performance. The Village,the items listed in Lines 1-9 of price quote attached as representations and certifications expressed shall be in Exhibit A pursuant to the terms and conditions of this addition to any other representations and certifications Agreement and Exhibit B ("Purchase"). The purchase of expressed in this Agreement, or expressed or implied by law, software shall be subject to the License Agreement contained which are hereby reserved unto the Village. in Exhibit C. The Consultant must deliver the items subject to the Purchase no later than October 31,2015. The Consultant further represents that it is financially solvent, has the necessary financial resources, and is sufficiently SECTION 2. SCOPE OF SERVICES. The Village experienced and competent to perform and complete the retains the Consultant to perform,and the Consultant agrees to Purchase and Services in a. manner consistent with the perform, all necessary services to perform the work identified standards of professional practice by recognized consultants below ("Services"), which Services the Consultant shall providing services of a similar nature. The Consultant shall provide pursuant to the terms and conditions of this provide all personnel necessary to complete the Purchase and Agreement: Services. Provide the Village installation, training, and product SECTION 6. INDEMNIFICATION; INSURANCE; support for the items that comprise the Purchase as more LIABILITY. fully described in Exhibit C. A. Indemnification. The Consultant proposes SECTION 3. TIME OF PERFORMANCE. The and agrees that the Consultant shall indemnify and save Consultant shall begin to perform the Services no later than harmless the Village against all damages, liability, claims, October 1,2015 ("Time of Performance"). losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the SECTION 4. COMPENSATION. Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the A. Agreement Amount. The total amount representations and certifications set forth in Section 5 of this billed by the Consultant for the Purchase and Services under Agreement. this Agreement shall be $23,060.00, including reimbursable expenses. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall, and has a duty to, B. Taxes, Benefits, and Royalties. Each maintain adequate insurance, in an amount, and in a form and payment by the Village to the Consultant includes all from companies, acceptable to the Village. The Consultant's applicable federal, state, and Village taxes of every kind and maintenance of adequate insurance shall not be construed in nature applicable to the Services as well as all taxes, any way as a limitation on the Consultant's liability for losses contributions, and premiums for unemployment insurance, old or damages under this Agreement. age or retirement benefits, pensions, annuities, or similar benefits and all costs, royalties, and fees arising from the use C. No Personal Liability. No elected or of, or the incorporation into, the Services, of patented or appointed official, or employee of the Village shall be copyrighted equipment, materials, supplies, tools, appliances, personally liable, in law or in contract,to the Consultant as the devices, processes, or inventions. All claim or right to claim result of the execution of this Agreement. additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby SECTION 7. GENERAL PROVISIONS. waived and released by Consultant. A. Relationship of the Parties. The SECTION 5. REPRESENTATIONS OF Consultant shall act as an independent contractor in providing CONSULTANT. The Consultant represents and certifies that and performing the Services. Nothing in, nor done pursuant the Services shall be performed in accordance with the to, this Agreement shall be construed to: (1) create the standards of professional practice, care, and diligence relationship of principal and agent, employer and employee, 1 partners, or joint venturers between the Village and other prohibited classification, including, without limitation, Consultant; or (2) to create any relationship between the the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Village and any subcontractor of the Contractor. 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with all B. Conflicts of Interest. The Consultant conditions of any federal, state, or local grant received by the represents and certifies that, to the best of its knowledge: (1) Village or Consultant with respect to this Contract or the no Village employee or agent is interested in the business of Services. Consultant shall be solely liable for any fines or the Consultant or this Agreement; (2) as of the date of this civil penalties that are imposed by any governmental or quasi- Agreement, neither the Consultant nor any person employed governmental agency or body that may arise, or be alleged to or associated with the Consultant has any interest that would have arisen, out of or in connection with Consultant's, or its conflict in any manner or degree with the performance of the subcontractors, performance of, or failure to perform, the obligations under this Agreement; and (3) neither the Services or any part thereof. Every provision of law required Consultant nor any person employed by or associated with the by law to be inserted into this Contract shall be deemed to be Consultant shall at any time during the term of this Agreement inserted herein. obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations F. Default. If it should appear at any time that under this Agreement. the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a C. No Collusion. The Consultant represents rate that assures completion of the Services in full compliance and certifies that the Consultant is not barred from contracting with the requirements of this Agreement, or has otherwise with a unit of state or local government as a result of(1) a failed,refused, or delayed to perform or satisfy the Services or delinquency in the payment of any tax administered by the any other requirement of this Agreement ("Event of Illinois Department of Revenue unless the Consultant is Default"), and fails to cure any such Event of Default within contesting, in accordance with the procedures established by ten business days after the Consultant's receipt of written the appropriate revenue act, its liability for the tax or the notice of such Event of Default from the Village, then the amount of the tax, as set forth in Section 11-42.1-1 et seq. of Village shall have the right, without prejudice to any other the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or remedies provided by law or equity, to (1) terminate this (2) a violation of either Section 33E-3 or Section 33E-4 of Agreement without liability for further payment; or (2) Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 withhold from any payment or recover from the Consultant, et seq. If at any time it shall be found that the Consultant any and all costs, including attorneys' fees and administrative has, in procuring this Agreement, colluded with any other expenses, incurred by the Village as the result of any Event of person,firm,or corporation,then the Consultant shall be liable Default by the Consultant or as a result of actions taken by the to the Village for all loss or damage that the Village may Village in response to any Event of Default by the Consultant. suffer, and this Agreement shall, at the Village's option, be null and void. G. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the prior D. Termination. Notwithstanding any other written consent of the other party. provision hereof,the Village may terminate this Agreement at any time upon 15 days prior written notice to the Consultant. H. Notice. All notices required or permitted to In the event that this Agreement is so terminated, the be given under this Agreement shall be in writing and shall be Consultant shall be entitled to retain only that portion of the delivered: (1)personally;(2)by a reputable overnight courier; Village's payment for Services actually performed and or by (3) by certified mail, return receipt requested, and reimbursable expenses actually incurred, if any, prior to deposited in the U.S. Mail, postage prepaid. Unless otherwise termination, not exceeding the value of the Services expressly provided in this Agreement,notices shall be deemed completed, and Consultant must return to the Village within received upon the earlier of: (a) actual receipt; (b) one 30 days of termination any payments for Services not yet business day after deposit with an overnight courier as provided to the Village. evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address: other action that may be necessary to ensure that the Services are provided,performed,and completed in accordance with all Village of Oak Brook required governmental permits, licenses, or other approvals 1200 Oak Brook Road and authorizations that may be required in connection with Oak Brook,Illinois 60523 providing, performing, and completing the Services, and with Attention: Jim Fox,IT Director all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on,race, creed,color,national origin, age,sex, or 2 Notices and communications to the Consultant shall be the ConsultanCs right to enforce such rights or any other addressed to,and delivered at,the following address: rights. iTouch Biometrics, LLC J. Third Party Beneficiary. No claim as a 1125 East Golf Road,Suite A third party beneficiary under this Agreement by any person, Schaumburg,IL 60173 firm, or corporation shall be made or be valid against the Attention:Gerry Bornhofen Village. I, Waiver. Neither the Village nor the K. Conflicts, Exhibits, If any term or Consultant shall be under any obligation to exercise any of the provision in this Agreement conflicts with any term or rights granted to them in this Agreement except as it shall provision of an attachment or exhibit to this Agreement, the determine to be in its best interest fi-om time to time. The terms and provisions of this Agreement shall control. If any failure of the Village or the Consultant to exercise at any time term or provision of Exhibit B conflicts with any term or any such rights shall not be deemed or construed as a waiver provision of any other exhibit or attachment, the terms and of that right,nor shall the failure void or affect the Village's or provisions of Exhibit B shall control. ATTEST; VIL G OF OAK BR U &" r By. By: Charlotte Pruss,Village Clerk Riccardo Ginex,Village Manager ATTEST: ITOUCH BIOMETRICS, LLS By; By: ��n Title: Its: 3 #37151882_v1 ffiffouch BIOMETRICS QUOTE 1225 East Golf Road,Suite A Schaumburg,IL 60173 (847)706-6789 wwwiTouchBiometrics.cotn Quote Number Date September 1,2015 State of Illinois Contract Pricing EXPIRATION DATE:December 31st,2015 Live Scan Purchase PBC83900 Illinois State Police To Jim Fox Information Technology Director Village of Oak Brook 1200 Oak Brook Rd.Oak Brook,IL 60523 Phone: 630.368.5174 Email:jfox @oak-brook.org SHIPPING. I SHIPPING DELIVERY a. PAYMENT X, DUE DATE' SALESPERSON JOB, METHOD TERMS DATE , TERMS W Gerry Bomhofen — Ground — -- Net 30 DESCRIPTION _ _-,--_ UNIT,PRICE _TINE TO_YAL.;._=•P. 10-Print&Palm Print 10-Print&Palm Print Livescan device: 500 ppi FBI $ 15,000.00 I $- 15,000A0 Appendix F Certified&Appendix P certified(Major Case) Livescan Device. list Year warranty included. ---- - - 2 1 IL Criminal Justice Software: Illinois Criminal Justice Applications. iTouch Inc. j Inc. Applications Accurate-ID Live Scan Software:Configured for IL&FBI records.This software captures demographics information and livescan management of the device. i list year support included. I 3 1 IL Civil Applications Software: Illinois Civil Applications. Inc. Inc. iTouch Accurate-ID Live Scan Software:Configured for IL& FBI records.This software captures demographics information and livescan management of the device. 1st year support included. _ --- - - 4 1 Photo Logitech HD Camera and Type 10 Mugshot/Photo Capture Inc. Inc. Software. i 5 1 lComputer Desktop Computer with 22'Touch Screen Monitor Inc. Inc. - 6 1 Print FBI Certified Printer and Print Client Inc. Inc. I j 7 1 Booking Cabinet Ruggedized Booking Cabinet Inc. Inc. 8 3 !Client License Additional Client Licenses of the iTouch Biometrics $ 200.00 1 $ 600.00 Accurate-ID Software to be Installed on Remote Desktops. -- -- --- ---- ---+ 9 1 Migrate Pic Link Migrate&Merge Current Picture Link Database with New $ 3,500 00 $ 3,500.00 Accurate-ID Database. Scripts&Professional Services. .... I 11 1 !INST Final On-Site Installation and Training. Inc. Inc. I I 12 1 Warranty 1st Year Warranty including Software Support and Inc. Inc. Maintenance. i 1.1 2nd and 3rd year extended warranty on scanner and software 2 EXTENDED WARR $ 1,980.00 $ 3,960.00 support including upgrades. ___ -�—�- SUBTOTAL $ 23,060.00 SUBTOTAL $ 23,060.00 Quotation prepared by:Gerry Bornhofen 847-706-6789 SALES TAX TOTAL $ 23 060.00 This is a quotation on the goods named,subject to the conditions noted below: To accept this quotation,sign here and return VILLAGE OF OAK BROOK PURCHASING TERMS AND CONDITIONS 1. This purchase order, when not indicated CONFIRMING, is an offer to purchase the indicated goods or services. Acceptance of this purchase order is evidence that a contract exists between the vendor(contractor) and the Village of Oak Brook. 2. This purchase order, when indicated CONFIRMING, is issued as evidence that a contractual agreement has been reached between the vendor(contractor)and the Village of Oak Brook. 3. All applicable portions of the Uniform Commercial Code shall govern this contract between the vendor and the Village of Oak Brook. 4. Where applicable, the vendor (contractor) shall be governed by the Illinois Prevailing Wage Act; 820 ILCS 130-0.01 and following sections. 5. The vendor is required to submit a Material Safety Data Sheet (MSDS), prior to or at the time of delivery, if any toxic substance is contained in the product per 820 ILCS 255/11. 6. All pricing must be FOB delivery point.Where shipping costs are not included in the stated price on the purchase order,the vendor shall prepay such costs and add to the invoice. 7. Where circumstances or conditions exist preventing effective inspection of the goods at the time of delivery, the Village of Oak Brook reserves the right to inspect the goods at a reasonable time subsequent to delivery. 8. All invoices are to be directed to the"BILL TO"address on the front side of this Purchase Order. 9. The Village of Oak Brook complies with the Illinois Local Government Prompt Payment Act which states that any bill approved for payment shall be paid within 30 days after date of approval. 10. The Village of Oak Brook approves accounts payable twice monthly. 11. The Village of Oak Brook is exempt from payment of State, Federal Excise and Illinois Retailers Occupational taxes. The Village's tax exemption number is E9997-4381-07,and our Federal Identification Number is 36-6009534. 12. Vendors are required to comply with all Federal and State Laws and Regulations, including but not limited to, all Equal Employment Opportunity,Affirmative Action statutes,as required by law. 13. Vendors are required to comply with all Insurance Requirements as set by the Village of Oak Brook, including but not limited to General Liability, Property, Workers Compensation and Automobile. The Village of Oak Brook must be listed as additional insured. 14. In case any article sold and delivered to the Village of Oak Brook shall be protected by any patent or copyright, the seller agrees to defend, indemnify and save harmless the Village of Oak Brook from and against any and all suits, claims, judgments, and costs instituted or recovered against it by any persons whomsoever on account of the use or sale of such article by the Village in violation of rights under such patent or copyright. 15. Any Act done or omitted to be done by the seller in violation or disregard of the foregoing terms and conditions shall not be binding upon the Village of Oak Brook, nor shall the Village be responsible for any damage or loss to the seller arising out of, or in consequence of, any such act or omission. 16. Vendor certifies that it is not barred from contracting with the Village of Oak Brook as a result of violation of either Section 5/33E-3 (bid-rigging)or 5/33E-4(bid rotating)of Chapter 720 of the Illinois Compiled Statues. 17. Vendor certifies that it does and will provide a drug-free workplace by complying with Section 3 of the Illinois Drug Free Workplace Act, being 30 ILCS 580/3. 18. Vendor states under oath pursuant to 65 ILCS 5/11-42.2-1 that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue. 19. Vendor certifies that it has and will comply with Section 5/2-105 of the Human Rights Act (775 ILCS 5/2-105), including having a written sexual harassment policy which complies with said section. Attachment II -iTouch Biometrics End User Support Process ITOUCh B 1 0 M E T R I C S End User Support Process iTouch Biometrics, LLC 1225A East Golf Road Schaumburg, IL 60173 (847) 404-9899 www.iTouchBiometrics.com Section 1- Overview This guide provides the end user support documents that govern the iTouch Biometrics interaction with an end user customer from a product support perspective. These documents detail the iTouch Biometrics policies as they relate to hardware and software support. As the end user, you have purchased both a software license and hardware from one of our resellers or directly from iTouch Biometrics. In the case where you have purchased an iTouch Biometrics hardware device, you have also purchased a software license to use the driver for that hardware device. The provisions for hardware and software support provided in this guide apply to the components you have purchased. When you have purchased the software and hardware from a party other than iTouch Biometrics, the support provisions provided by that party take precedence over the content in this document. This manual is broken down into several key components as follows: Section 2 - Domestic Limited Hardware Warranty - This section documents the provisions for repair or replacement of purchased hardware. Section 3 - Device Support Process -This section documents the process.to follow when requesting replacement or repair of failed scanner. Section 4 - Software License Agreement- This document is our standard software license agreement. Section 5 - Maintenance and Support Terms -These terms define the provisions for software support and maintenance. Section 6 - License Transfer Request-This section defines the process for transferring the software license covered in section 4. Section 7 - Standard End User Fees for Maintenance and Support - This schedule documents pricing for warranty, support and maintenance. 2 7/11/2013 ©2013 iTouch Biometrics,LLC Section 2 - Domestic Limited Hardware Warranty iTouch Biometrics warrants that the product hardware components shall be free from material defects in design, materials, and workmanship and will function, under normal use and circumstances, materially in accordance with the documentation provided with such hardware for a period of three hundred sixty five (365) calendar days from the effective date of this warranty. The effective date for this warranty is defined as: For dealers and end user customers the 365 day period begins on the day of the Accurate ID installation or ninety (90) calendar days from the date of shipment, whichever occurs first. The end users sole and exclusive remedy, and iTouch Biometrics-s sole and exclusive liability for defective hardware components, shall be that iTouch Biometrics, at its sole option, subject to the terms and conditions of this section, and solely upon confirmation of a defect or failure of a hardware component to perform as warranted, shall either repair or replace the nonconforming hardware component. All replacement parts furnished to the end user under this warranty shall be new or refurbished and equivalent to new, and shall be warranted as new for the remainder of the original warranty period. All defective parts, which have been replaced, shall become property of iTouch Biometrics. All defective parts that have been replaced shall remain the end-users property. For those hardware components listed in Exhibit 2-A, iTouch Biometrics shall send a replacement unit to end-user via normal ground service. Upon receipt of the replacement unit, end-user will use the packaging and label just received to send the defective unit to iTouch Biometrics. Hardware components not listed in Exhibit 2-A shall be replaced once the defective unit has been received by iTouch Biometrics. iTouch Biometrics will repair or replace the defective unit by sending the repaired or replaced unit to the end-user within three (3) business days after the receipt. Expedited service is made available for a fee. Hardware may only be returned to iTouch Biometrics with the written prior approval from iTouch Biometrics. Any such approval shall reference a returned material authorization, •RMA•- number issued by an authorized iTouch Biometrics service representative. All transportation costs shall be borne by iTouch Biometrics; provided, however, that if iTouch Biometrics determines, in its sole discretion, that the allegedly defective item is not covered by the terms of the warranty, the cost of the repair by iTouch Biometrics, including all shipping expenses, shall be reimbursed by the end-user. The foregoing warranties and remedies shall be void as to any hardware damaged or rendered partially or completely unserviceable by one or more of the following: (1) improper or inadequate maintenance by anyone other than iTouch Biometrics or 3 7/11/2013 ©2013 iTouch Biometrics,LLC authorized agents from iTouch Biometrics, (2) modifications, alterations or additions to the hardware by personnel not certified by iTouch Biometrics or agents authorized by Touch Biometrics to perform such acts, or other unauthorized repair installation or opening or other causes beyond the control of iTouch Biometrics, (3) unreasonable refusal to agree with engineering change notice programs, (4) negligence by any person other than Touch Biometrics or agents authorized by Touch Biometrics, (5) misuse, abuse, accident, electrical irregularity, theft, vandalism, fire, water or other peril, (6) damage caused by containment and/or operation outside the environmental specifications for the hardware, (7) alteration or connection of the hardware to other systems equipment or devices (other than those specifically approved by iTouch Biometrics without the prior approval of iTouch Biometrics, or (8) any use that is inconsistent with the user manual supplied with the hardware. i 4 7/11/2013 0 2013 Much Biometrics,LLC Exhibit 2-A MultiScan 527 (FBI appendix F &FBI appendix P certified) "Major Case Print" 10-print, Palm-Print&Supplemental-Prints Livescan System at 500 dpi. ISP Certified Accurate-ID Software for Criminal Justice&Civil Use. Desktop Computer-2.9 GHz-4 GB-500 GB LED monitor Lexmark MS810dn FBI Certified Duplex Printer with Universal Tray (2 trays paper & card stock) Digital Camera including the Accurate-ID Type 10 Mugshot Software for capturing facial,left profile,right profile,scars,marks&tattoos. Ruggedized Booking Cabinet 5 7/11/2013 0 2013 iTouch Biometrics,LLC Section 3 - Device Support Process Each iTouch Biometrics device sold and deployed in the US comes with a 365 day replacement warranty (unless other arrangements have been made in advance). Likewise, the first 365 days of software support are included in the fees you paid for the software license(s). The standard domestic hardware warranty is outlined in Section 2- Domestic Limited Hardware Warranty and the software maintenance and support terms are outlined in Section 5 - Maintenance and Support Terms. After this initial 365 day period, the customer may elect to pay fees to extend coverage for hardware and/or software maintenance and support. Any such maintenance and support will follow the provisions of Section 5 - Maintenance and Support Terms For dealers and end-user customers, the 365 day period begins on the day of the Accurate ID installation or ninety (90) calendar days from the date of shipment, whichever occurs first. Note that hardware maintenance and support may be extended for four additional 365 day periods whereas software maintenance and support may be extended indefinitely. Note also that iTouch Biometrics recommends maintaining the extended software support since critical updates that may affect the acceptability of the EFTS/EBTS records by the accepting agency are only provided when the software is covered by a support plan. Standard warranty process: If customer reports a device down before 1:30 p.m. central standard time on a business day and iTouch Biometrics, in its sole discretion, verifies the device must be replaced, iTouch Biometrics will ship a replacement device to the customer via normal ground service. The customer is required to use the box and label received with the replacement unit to return the failed device to iTouch Biometrics. If after inspection iTouch Biometrics determines that the device failure is due to abuse outside normal use and circumstances, accidental damage, or acts of God, iTouch Biometrics will give a quotation for repair or replacement and the customer will then need to choose to: 1. Repair the original device 2. Purchase the replacement device (perhaps refurbished) 3. Receive the failed device back from iTouch Biometrics Standard maintenance and support process: After the first 365 days, if an iTouch Biometrics device is under paid extended hardware coverage and the device is determined by iTouch Biometrics to have failed, simply follow the same process as the standard warranty process. Expedited service: If the customer needs to have a device the next business day after p failure, they can elect to receive such a device from iTouch Biometrics for an expedited replacement fee as outlined in Section 7 - Standard Fees. In this case, all shipping costs will be borne by iTouch Biometrics. Upon receiving written commitment via an 6 7/11/2013 0 2013 iTouch Biometrics,LLC authorized signature on the form in Exhibit 3-A, iTouch Biometrics will ship a device via next day delivery to the customer. The customer will then use the box from the received device to send the failed device to iTouch Biometrics. If after inspection iTouch Biometrics determines that the device failure was due to abuse outside normal use and circumstances, accidental damage or acts of God, iTouch Biometrics will offer the following options to the customer: 1. Repair the Device 2. Purchase a replacement (perhaps a refurbished unit) 3. Receive the failed device back from iTouch Biometrics Device not under warranty or maintenance and support: For devices not covered under warranty or maintenance and support, iTouch Biometrics shall give the following options: 1. If warranty/extended maintenance lapsed less than two months prior, the extended maintenance may be re-engaged by paying the full maintenance and support fee from the date of lapsing plus the reinstatement fee described in section 7 - Standard Fees. 2. Otherwise, iTouch Biometrics shall offer to assess the failed unit and provide a quote to the customer on a repair or replacement unit. Should a temporary device be needed in this case, a deposit fee as described in section 7 - Standard Fees shall apply. This deposit can be used against the purchase of a unit or the repair of the failed unit. 7 7/11/2013 ©2013 iTouch Biometrics,LLC Exhibit 3-A: Next Day Replacement Commitment I, the undersigned, as an individual have the authority to make this commitment to iTouch Biometrics and do hereby: Authorize iTouch Biometrics to charge the following credit card in the amount of $ in order to expedite a replacement device for next business day delivery to my attention Credit Card Type (MasterCard, Visa): Credit Card Number: Expiration Date: Security Code: Account Name: or Provide the attached Purchase Order for in the amount of$ that requests an expedited replacement device for next business day delivery to my attention. Further, I agree that any device that has been designated by iTouch Biometrics as a temporary device is and shall remain the property of iTouch Biometrics and that I shall return such temporary device to iTouch Biometrics upon written request. Should I not return said temporary device within 5 business days of receiving such a written request, I agree that I shall pay iTouch Biometrics the sum of$ for the device within 15 business days of receiving said written request. At that time, title to the device shall change to me. The following data is taken from the device that is being replaced: Model Part Number: Serial Number: Printed Name Signed Name i Date Return this document to iTouch Biometrics LLC via fax at (847) 304-0074 8 7/11/2013 0 2013 iTouch Biometrics,LLC Section 4 - Software License Agreement This License Agreement (this -Agreement-) is made and entered into by and between the licensee and the purchaser of a license to the software (the -licensee-) and Fouch Biometrics (the -Licensor-), as of the installation date of the software. The parties agree as follows: 1. Grant a. A -Purchase Agreement--is a written contract, signed purchase order, or other written purchasing mechanism acceptable to Licensor. Purchase agreements include but are not limited to additional Purchase Agreements include but are not limited to additional Purchase Agreements issued pursuant to Section 2.b, b. The •6oftware Units--, Accurate ID (and components thereof) and the Fouch Biometrics device series run-time executable, and any supporting documentation, in any format including, but not limited to, disk, diskette, CD- ROM (-CD-) and hard copy formats, comprise the -software-? Purchase Agreements that include software components provide a limited license to said software (-Licensed Software-) in exchange for license fees payable to Licensor under the terms and conditions of this Agreement and the Purchase Agreement(s). The parties agree this Agreement may be changed from time to time, by written agreement Licensee and Licensor or by independent action of a third party with respect to portions of the software owned by third parties. c. The -Hardware Units--specifically Fouch Biometrics series scanners, and any supporting documentation, in any format including, but not limited to, disk, diskette, DC-ROM (-CD-) and hard copy formats, comprise the -Hardware-! Purchase Agreements that include hardware components transfer ownership of said hardware (-Purchased Hardware-) in exchange for payments to Licensor under the terms and conditions of this Agreement and the Purchase Agreement(s). The Purchased Hardware may be provided with software interfaces such as device drivers. Supporting documentation and installation media for these software interfaces may be provided as well. These software interfaces and all supporting documentation and media are provided as Licensed Software which has been incorporated with the Purchased Software. d. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a personal, non-exclusive, non-transferable license and right to use the Licensed Software solely for Licensees own internal business purposes. Licensor reserves all rights not expressly granted herein. e. All software, hardware, modifications, improvements and derivative works shall remain the exclusive property of Licensor, and Licensee shall have no right, title or interest therein whatsoever. 2. Use a. The software license granted herein is solely for the use of the Licensee. Licensee may install and use the Licensed Software Units on computers that conform to 9 7/11/2013 ©2013 iTouch Biometrics,LLC the requirements provided by Licensor. A licensed software unit labeled -Per Client--can only be installed and used on a single computer. A licensed software unit labeled -Concurrent--can be installed on multiple computers but, only one copy of the licensed software can be used at any one time. b. Licensee must purchase additional licenses from Licensor before installing or using software units in addition to the Licensed Software set forth in the Purchase Agreement. Additional purchase agreement(s) shall be issued by Licensee when any such additional licenses are purchased. Additional purchase agreements shall be incorporated into this Agreement unless otherwise mutually agreed to in writing. c. Licensee shall not copy any portion of the software, and/or any written materials provided by Licensor, except as provided in Section 2.d of this Agreement. d. For the sole purpose of maintaining a back-up copy of the Licensed Software, Licensee may make one copy of Licensed Software that is installed pursuant to this Agreement and Licensee shall maintain a record of any such back-up copy. Such back- up copy shall at all times be governed by the terms and conditions of this Agreement. Licensee shall not use the back-up copy for any use other than as an archive for the replacement of the primary copy when the primary copy is lost or damaged. Licensee must include on the back-up copy all copyright and other notices included on the software supplied by Licensor. 3. Prohibited Uses Without any prior written consent of Licensor, the Licensee shall not itself and shall not allow any third party (by license agreement or otherwise) to: a. Take any action that would cause the loss of abandonment of Licensors proprietary rights in the software or hardware. b. Resell, distribute, transfer, rent, lease, lend, copy, modify, translate, time- share, license, sublicense, electronically transmit or prepare derivative works of the software or hardware, in whole or in part. c. Otherwise use in any way the software or hardware including, but not limited to, the source code and proprietary design documentation for the software or hardware in any manner not expressly authorized by this Agreement. 4. Records Licensees shall maintain reasonably detailed records of the use and location of the software. Upon reasonable request from Licensor, Licensee shall provide copies of its records or other evidence of compliance with this Section by Licensee. 5. Proprietary Rights a. Licensee acknowledges that the software and hardware and its underlying structure, sequence, organization, embedded code and source code, and the know-how and ideas embedded in the software and hardware, are the valuable property of Licensor and Licensors licensors. Licensee agrees not to decompile, disassemble, reverse engineer, or modify in any way, any of the software or hardware or to directly or indirectly permit others to do so. Licensee acknowledges that the software and 10 7/11/2013 ©2013 iTouch Biometrics,LLC hardware is protected by copyright law International Treaty Provisions, and/or patents and patent applications. b. Licensee understands that Licensor has used third party software to develop the software. Licensee agrees that it will not attempt or allow others to decompile, disassemble, reverse engineer, modify in any way the third party, and other software used in Licensors product, or remove or alter any copyright notice or any other notices that appear on the software. Licensee has the right to use this third party software under license agreements held by Licensor. All third party software is owned by its respective licensor and is protected under all applicable legal theories including, but not limited to, applicable trade secret, intellectual property and/or unfair competition laws. Licensor makes no representations or warranties on behalf of itself or its licensors with respect to third party software. 6. Disclaimer of Warranty and Limitations a. Limitation of Remedy. Licensee acknowledges that the software is inherently complex and inherent defect may exist. Software that fails to perform as described in the software documentation shall be handled according to the terms and conditions of a support agreement between Licensor and Licensee. Even if no support agreement has been executed, Licensor will provide the support services necessary to correct reproducible material errors reported to Licensor in writing by Licensee during the first sixty (60) calendar days after installation of the software. A reproducible material error is an error that can be reproduced at Licensors office according to the steps provided by Licensee. b. Hardware requirements of Licensor. Licensor is not liable under any circumstances for software performance failures if software is installed on hardware that does not meet minimum specifications provided by Licensor. 7. Limited Hardware Warranty Licensor provides the limited hardware warranty as defined in the document entitled Domestic Limited Hardware Warranty and this document is incorporated into this License Agreement by reference. 8. Transfer Licensee may not transfer or assign Licensee rights to the Licensed Software of Purchased Hardware without the express prior written consent of Licensor. 9. Term and Termination i The terms of this Agreement shall be in perpetuity unless terminate pursuant to the terms and conditions of this Agreement. Upon violation of any of the provisions of this Agreement (including without limitation failure of Licensor to receive any payment due to Licensor hereunder or violation by Licensee of the use provisions of this Agreement), 11 7/11/2013 ©2013 iTouch Biometrics,LLC Licensees rights to use the Licensed Software shall automatically terminate. Upon termination of this Agreement, Licensee shall immediately cease any use of the software and have no rights whatsoever to any further use of the software. Licensee shall, in the sole and absolute discretion of the licensor, return the licensed software to Licensor or destroy all copies of the licensed software and deliver to the licensor written certification of such destruction in a form suitable to Licensors legal counsel. 10. Export Law. Licensee acknowledges that the export of the software and hardware governed by the export control laws of the United States of America and other countries. Licensee shall comply with all such export control laws regarding any use of the software and hardware and Licensee shall indemnify Licensor and hold it harmless against any claim or cause of action, damage, fines, liabilities or expenses (including reasonable attorneys fees) arising from the unlawful export of the software and hardware. 11. Special Restricted Rights. If Licensee is a unit of the United States Government, Licensee acknowledges that the software is provided as -commercial computer software--under the terms and conditions of this Agreement, as Licensors standard software license agreement, in accordance with clause 252.21 1 of the Federal Acquisition Regulations and its successors. If Licensee is a civilian agency, Licensee acknowledges that the software is -restricted computer software--, is licensed only with -restricted rights--and use, reproduction or disclosure is subject to restrictions set forth in subparagraphs (a) though (d) of clause 52.227-19 of the Federal Acquisition Regulations and its successors. 12. Notice Notice pursuant to any provision of this agreement may be sent first class mail to the following addresses: (i) to the licensee at the address set forth in the Purchase Agreement and (ii) to the licensor at the following address: iTouch Biometrics 1225A East Golf Road Schaumburg, IL 60173 Telephone: (847) 404-9899 Fax: (847) 304- 0074 13. Miscellaneous Terms a. Merger; Amendment; Conflicts. This Agreement contains the entire agreement between the parties with respect to its subject matter. b. Waiver: Failure of either party to insist upon strict performance and adherence of the terms, conditions and provisions of this Agreement shall not be deemed a waiver of such terms conditions or provisions or a waiver of future compliance 12 ©2013 iTouch Biometrics,LLC 7/11/2013 therewith unless set forth in writing and signed by the party granting such waiver. Any consent by a party to a deviation from an obligation for the other hereunder shall not be deemed a consent to the deviation from any other obligation of such party, whether of the same or other nature. No waiver of any terms conditions or provisions hereof or to the modification thereof shall be deemed to have been made unless expressed in writing and signed by both parties. c. Survival. The terms of Sections 3, 4, 5, 6, 7, 8, 9, 12, and 13.3 shall survive the termination of this Agreement. d. Assignment. Neither party may assign its rights or duties under this Licensee Agreement without prior written consent of the other party, except to a successor of all or substantially all of its business and properties. e. Relationship of Parties. This parties hereto are independent businesses, and nothing in this Agreement or the conduct of the parties pursuant hereto shall establish a relationship of principal/agent, franchisor/franchisee, employer/employee, master/servant, or otherwise. Neither party shall have any authority to represent the other, to bind the other, or to hold itself out as having authority to do any of the foregoing. g. Headings. The headings in this agreement are provided solely for the convenience of the reader and shall not be read or construed to limit or define the substance of this agreement or any of its terms. i 13 7/11/2013 0 2013 iTouch Biometrics,LLC Section 5 - Maintenance and Support Terms This agreement (the -SUPPORT AGREEMENT-) provides the terms and conditions under which iTouch Biometrics, having its principal place of business 1225A East Golf Road, Schaumburg, Illinois 60173 (the -Licensor-) shall provide maintenance and support to LICENSOR's customer, (the -Licensee-). WITNESSETH: WHEREAS, LICENSEE has purchased hardware items and related documentation (the -HARDWARE-) and a license to software and related documentation (the -SOFTWARE--as controlled by a License Agreement (the -LICENSE AGREEMENT-). WHEREAS, LICENSEE desires to receive Maintenance and Support (the -SUPPORT-), as defined below, from LICENSOR and LICENSOR desires to deliver SUPPORT to LICENSEE on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the promises set forth herein and the mutual obligations herein, the parties hereto agree as follows: SECTION 1: DEFINITIONS For the purposes of this SUPPORT AGREEMENT, the following definitions apply: 1.1 SOFTWARE means software and supporting documentation developed and licensed by LICENSOR, including but not limited to any extracts from, derivative works or, or collective works constituting such SOFTWARE; provided, however, that SOFTWARE excludes any software not developed by LICENSOR that might, be used in conjunctions with SOFTWARE. 1.2 HARDWARE means hardware developed and sold by LICENSOR. HARDWRE excludes hardware not developed by LICENSOR (the -Third Party Hardware"). HARDWARE may rely on embedded software components such as device drivers that enable computers to interface to the HARDWARE. In such cases, these software components are considered SOFTWARE. 1.3 MODIFICATION means a change or alteration to the SOFTWARE or HARDWARE requested by LICENSEE to meet its specific needs. 1.4 TERM means the period of time that this SUPPORT AGREEMENT is in existence. The initial term of this SUPPORT AGREEMENT is on year from the date of shipment to LICENSEE unless otherwise agreed between LICENSEE and LICENSOR. This SUPPORT AGREEMENT can be renewed for up to four excessive periods of one year for HARDWARE for the fees outlined in Section 7 - Standard Fees of the End User Support Document. This SUPPORT AGREEMENT can be renewed indefinitely for 14 7/11/2013 0 2013 iTouch Biometrics,LLC periods of one year for SOFTWARE for the fees outlined in Section 7 - Standard Fees of the End User Support Document. 1.5 ERROR means any reproducible failure, as defined below, of the SOFTWARE or HARDWARE to conform in all material respects to the functional specifications published from time to time by LICENSOR. Any reproducible failure resulting from LICENSEE-s improper use, misuse or unauthorized combination or merger of the SOFTWARE or HARDWARE with any hardware or software not supplied, authorized or planned by LICENSOR is not an ERROR. In addition, reproducible failure resulting from any of the following are not considered an ERROR: unauthorized alterations or customization of any ancillary or related software or hardware, accident, neglect, power surge or failure, lightning, the existence of an operating environment not in conformance with the manufacturers specifications, operating system errors, or Third Party Hardware malfunction. A failure is reproducible if the steps to create such failure can be documented in writing by the LICENSEE for the LICENSOR and such failure can be observed by LICENSOR. 1.6 ERROR CORRECTION means (a) any MODIFICATION that removes an ERROR so as to conform the SOFTWARE or HARDWARE in all material respects to the functional specifications as published from time by LICENSOR, or (b) a procedure or routine that, when utilized in the regular operation of the SOFTWARE or HARDWARE, eliminates the practical adverse effect on LICENSEE of such ERROR. LICENSOR shall not be responsible for data file damage due to software or hardware malfunction. 1.7 ENHANCEMENT means any MODIFICATION that, when made to the SOFTWARE, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an ERROR CORRECTION. LICENSOR may, in its sole discretion, designate an ENHANCEMENT as minor or major. 1.8 COVERAGE HOURS means Monday through Friday 9:00 A.M. to 5:00 P.M. Central Standard Time excluding federal and state designated holidays. 1.9 RELEASE means a new version of the SOFTWARE, which new version may include both ERROR CORRECTIONS and ENHANCEMENTS. RELEASES will be offered as they become available. 1.10 ADMINISTRATOR means an agent of LICENSEE with sufficient training and/or experience to communicate effectively with LICENSOR's support personnel concerning the detailed operation of SOFTWARE on LICENSEE-s computers. 1.11 SERVICES are the support services provided to LICENSEE by LICENSOR to maintain the SOFTWARE and HARDWARE. 15 7/11/2013 ©2013 iTouch Biometrics,LLC SECTION 2: ELIGIBILITY FOR SUPPORT 2.1 Pre-Conditions to Service. LICENSEE acknowledges that the obligation of LICENSOR to provide SERVICES shall terminate if, at any time during the term of this SUPPORT AGREEMENT, any of the following requirements are not met: 2.1.1 Valid License Agreement. LICENSEE has a valid LICENSE AGREEMENT and LICENSEE in not in violation of such LICENSE AGREEMENT; 2.1.2 Existence of Administrator. LICENSEE has an ADMINISTRATOR; 2.1.3 Hardware Requirements of LICENSOR. The hardware configuration used conforms to LICENSOR-s requirements. These requirements may be amended from time to time, 2.1.4 Support Fees. The LICENSEE's fee and charge payments are up to date as provided for in Section 7. SECTION 3: SCOPE OF SERVICES 3.1 Access Methods. The following mechanisms to contact LICENSOR support personnel are provided: 3.1.1 E-Mail. LICENSOR shall maintain the electronic mail address support(a)itouchbiometrics.com to receive any ADMINISTRATOR reports of system irregularities. 3.1.2 Telephone Hot-Line. ADMINISTRATORS may report system problems and seek assistance at (847) 404-9899. ADMINISTRATOR shall immediately provide written documentation of such problems via e-mail or U.S. Mail. 3.1.3 Remote Access. Unless otherwise agreed upon, LICENSEE must maintain an internet connection to the client using SOFTWARE capable of running remote diagnostic software such as Teamviewer or other remote support application. Such remote access will only be used after permission has been granted by LICENSEE. 3.2 Error Correction. During the TERM of this SUPPORT AGREEMENT LICENSOR shall render the following SERVICES. LICENSOR shall have sole discretion to determine the methods of service and repair, and decisions to repair or replace parts. LICENSOR, at its sole option, subject to the terms and conditions of this SUPPORT AGREEMENT, and solely upon confirmation of a defect of failure of HARDWARE shall either repair or replace the nonconforming HARDWARE. All replacement parts furnished to LICENSEE shall be new or refurbished and equivalent to new, and shall maintained under SERVICES for the remainder of the TERM. All defective parts, which have been replaced, shall become the property of LICENSOR. All defective parts that have been repaired shall remain LICENSEE's property. 16 7/11/2013 ©2013 Much Biometrics,LLC HARDWARE may only be returned to LICENaSOR ed the material LI au OR s aria number r approval. Any such approval shall reference issued by an authorized LICENSOR service representative. LICENSOR shall use all reasonable diligence to correct ERRORS reported to LICENSOR in writing. 3.3 Response Time. LICENSOR policy maintains that every attempt is made to ime of receipt respond to ERROR reports of LICENSEE 5 At Note the d from etbetween response following the process as listed m Exhibit time and resolution time. Sometimes the resolution time to an ERROR may be longer than the response time. 3.4 New Releases. LICENSOR may, from ntain no time, ERROR CORRECTIONS, minor the SOFTWARE to its licensees generally, co g ENHANCEMENTS , and in certain instances LICENSOR shalsprov de LICENSEE with one discretion, major ENHANCEMENTS. copy of each new RELEASE, without additional charge, p rovided, however that major ENHANCEMENTS may require payment of an additional license fee. LICENSOR shall provide reasonable assistance, if required to beaprroovi e at updates E's facility;itnshall be subject to the supplemental charges. Software system Attachment HH, including but not limited to, all Licensor SP electronic tfdnge fingerprint electronic stubm ssion biometric transmission specific ( application specification (EFSS) updates, offense statute changes deelmed updates,minor app updates and Type of Transmission (TO ) are to be enhancements and provided to Licensee without additional charge. 3.5 Services For Operating Systems. Any SERVICES operating system are the sole responsibility of the LICENSEE. Assistance diagnosing problem may be performed at the sole discretion ) be subieENo tOhe R and upon supplementaltcharges. request by LICENSEE. Such SERVIC ES However, LICENSEE must be aware of the following facts: 3.5.1 Site and Location. LICENSEE may be en LICENSORtre ommends that with operating system issues because they are they work directly with the operating system and/or Third Party Hardware vendors on these matters. tier. LICENSEE is responsible for 3.5.2 Reliance on Operating System supplier. the operating system. If that obtaining ssistance from the company that supplied a able to provide quality 9 company fails to provide quality support, LICENSOR may not b support to LICENSEE. 3.5.3 Operating Errors. In the event that a defect it identified in the operating system, LICENSOR will immediately report the issues caused Iby or related to defects in LICENSOR is not responsible for performance the operating system. 17 ©2013 iTouch Biometrics,LLC 7/11/2013 SECTION 4: SERVICES NOT COVERED 4.1 The following items are specifically not covered by this SUPPORT AGREEMENT: 4.1.1 Improper Hardware. toration.improper wo k equired defined to restobe or ret over the 4.1.2 Data or System Res Y operating system and or data files; 4.1.3 Operating Error. Any problem caused by a user; the operating 4.1.4 Operating System. Configuring, maintaining, and upgrading p g system including, but not limited to, backups and restores, fixes, and patches; 4.1.5 Incorrect Operating System. Any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by LICENSOR; or, 4.1.6 Non-Licensor Software. Problems with, or caused by?ny software not supported by LICENSOR. physical network 4.1.7 Network Connectivity. Problems with, or caused by, connectivity, network configuration, components, or equipment. 4.1.8 Viruses and Worms. Problems caused by computer viruses, worms, spyware, or any type of malware. SECTION 5: OBLIGATION OF LICENSEE 5.1 Authority. LICENSEE warrants and covenants this authorized to grant to LICENSOR the right to perform S ERVICES under 5.2 Access to Facilities. LICENSEE shall provide access to its facilities in connection with LICENSOR's performance of its obligations hereunder. No charge shall be made for such access. It is agreed that prior notification will be given when access is required. 5.3 Access to SOFTWARE. LICENSEE shall make LICENSEE's copy of SOFTWARE and all computing, technical equipment available and all ancillary materials (including, by way of illustratioiCENSOR to facilitate SERVICE perating software and diagnostics) available to L 5.4 Use of Software. LICENSEE E shall operate refrain from anyun unintended,directed by the LICENSOR, a prohibited or abusive i uses. 5.5 Error Report. LICENSEE must provide LICENSOR with information appaent for r LICENSOR to duplicate the circumstances under which an ERROR 5.6 Administrator. LICENSEE providing one or more present when any on site ADMINISTRATORS. A representative SERVICES are provided. LICENSEE agrees that if such representative is not present 18 ©2013 iTouch Biometrics,LLC 7/11/2013 when LICENSOR's representative arrives on site, no work will be performed and LICENSEE will be charges for representatives time. 5.7 Third Party Hardware Problems. The LICENSEE is responsible for resolving all problems relating to any Third Party a Hardware, the LICENSEE with these problems at the network software. LICENSOR may el time and material rates as mutually agreed. SECTION 6: ADMINISTRATOR REQUIREMENTS 6.1 Proper Training. The LICENSEE agrees to ensure that the ADMINISTRATORS have received Operating System training or be certified by a professional training organization, including Introduction and Advanced System Administration training and will attend all SOFTWARE product training. 6.2 Qualifications. Each ADMINISTRATOR must be qualified to address, without the aid of LICENSOR, all problems relating to any hardware, software or operating system not directly associated with SOFTWARE. SECTION 7: FEES AND CHARGES 7.1 Fees. LICENSEE shall pay LICENSOR the fees and charges outlined in this SUPPORT AGREEMENT. The fee schedule is found in Section 7 - Standard Fees of the End User Support Document. Additional SOFTWARE or HARDWARE may be purchased from time to time and will become a part of this SUPPORT AGREEMENT. 7.2 Extra Fees. LICENSEE agrees to pay additional charges for SERVICE performed outside of COVERAGE HOURS. These charges are applicable for any work performed after hours regardless of cause even if it was reported and/or initiated during COVERAGE HOURS. LICENSEE will be required to provide written authorization for these charges prior to any SERVICE being provided. 7.3 On-Site Assistance. On-site assistance, for out-of-scope maintenance or warranty service, will be performed if requested by LICENSEE in writing. SECTION 8: TERMINATION 8.1 Termination. This Support Agreement terminates as follows: 8.1.1 immediately upon termination of the LICENSE AGREEMENT 8.1.2 upon expiration of the then-current term of this SUPPORT AGREEMENT; or 8.1.3 upon material breach of the provisions of this SUPPORT AGREEMENT which has not been cured within 30 days of notice 19 ©2013 iTouch Biometrics,LLC 7/11/2013 8.2 Fees. Following termination of this SUPPORT AGREEMENT, LICENSOR shall immediately invoice LICENSEE for all accrued fees and charges and all reimbursable expenses, and LICENSEE shall pay invoiced amount immediately upon receipt of such invoice. LICENSEE may continue to use and work supplied to LICENSEE by LICENSOR for the remaining term of the LICENSE AGREEMENT. SECTION 9: NOTICE 9.1 Contact Information. Notice pursuant to any provision of this SUPPORT AGREEMENT may be sent first class mail to the following addresses: To: iTouch Biometrics, LLC Attention: Customer Relations Manager 1225A East Golf Road Schaumburg, Illinois 60173 Facsimile: 847.304.0074 E-mail: Support @iTouchBiometrics.com SECTION 10: MISCELLANEOUS 10.1 This SUPPORT AGREEMENT may not be modified except by a written instrument provided by LICENSOR. 10.2 Severability.ln the event that any provision of this SUPPORT AGREEMENT is held invalid, illegal, or unenforceable, the remaining provisions shall be enforced to the maximum extent permitted by applicable law. 10.3 Assignment. Neither party may assign its rights or duties under this SUPPORT AGREEMENT without the prior written consent of the other party, except to a successor of all or substantially all of its business and properties. 10.4 Non-waiver. Waiver by either party of any term or condition of this SUPPORT AGREEMENT shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right may that such party hold under this SUPPORT AGREEMENT. 10.5 Governing Law. The parties hereby declare that this Agreement shall not be bound by the United Nations Treaty for the International Sale of Goods. iTouch Biometrics, LLC Customer By: By: Name: Name: 20 ©2013 iTouch Biometrics,LLC 7/11/2013 Title: Title: Date: Date: 21 ©2013 iTouch Biometrics,LLC 7/11/2013 Exhibit 5-A Support Process Contact the support department at the company you purchased the hardware and software from. Follow the company-s support process. If you purchased the hardware and software from iTouch Biometrics, 1. Support hours are Monday through Friday 9:00-5:00 Central Time excluding federal and state designated holidays. Contact iTouch Biometrics at 847-404-9899, or send an email to Support(a iTouchBiometrics.com. If you are a customer in the US and do not receive a return call within a four hour period, please go to step 2. 2. If a representative at iTouch Biometrics has not returned your call, within a four hour period please call the iTouch Biometrics office at the phone number above and request that you talk with the company president and mention that the response time on as issue has been slow. i I 22 ©2013 iTouch Biometrics,LLC 7/11/2013 Section 6 - License Transfer Request If you have licensed software from iTouch Biometrics, you may need to transfer your license to another computer outside your organization. For example, if your hard drive crashes you may need to reinstall and relicense the Accurate ID software. In addition, in rare events, you may need to transfer the ownership of the software license to another organization that is not a competitor of iTouch Biometrics. In all cases, license transfer requests need to be made to iTouch Biometrics on the attached form. iTouch Biometrics, in its sole discretion, reserves the right to approve or deny such transfer request. The transfer request form that must be filled out is provided on the following page. In the event that the requested transfer will be made to an organization other that the organization that purchased the software license, the transfer request may be granted only in the case that; 1. any remaining maintenance and support for the software and hardware is not transferred. 2. the organization that receives such a transfer must purchase a maintenance and support plan from iTouch Biometrics at the prescribed rates for at least one year as a condition of the transfer being approved. 3. a purchase order or payment for the maintenance and support plan as well as the transfer fee described in section 7 must be received by iTouch Biometrics prior to issuance of a new license key. If you have questions about whether or not such a license transfer would be approved by iTouch Biometrics, please contact the iTouch Biometrics support personnel prior to issuing such a purchase order or payment. i i I I 23 ©2013 iTouch Biometrics,LLC 7/11/2013 Accurate ID Transfer Request This form is used to request transfer of an Accurate ID license from one computer to another. Before a new license key is generate by Fouch Biometrics, LLC, the authorized party from the Transferring Organization (-initiator-) and an authorized party from Fouch Biometrics must sign and date this request. Upon completion of this form, Touch Biometrics will generate a new license key and deliver it to the Transferees Organizational representative (-Recipient-). Initiator Organization: Server ID at Initiator-s Organization: Recipient Organization: Server ID at Recipients Organization: Recipients Contact Data: Accurate ID Licensed Options: Reason for Transfer: By signing below, Initiator acknowledges they have been authorized by Initiators organization to transfer the Accurate ID license cited above to Recipient. As such, Initiator acknowledges that iTouch Biometrics is liable for third party license as a result of improperly transferred Accurate ID copies. Therefore, Initiator agrees to uninstall Accurate ID on Initiators computer prior to Recipient installing Accurate ID on their computer. In the event that this does not happen, Initiator must purchase Accurate ID for installation on the Recipients computer. Initiator agrees to accept the financial and legal liability to prove that the transfer was made in accordance with this agreement. Touch Biometrics, in its sole judgment reserves the right to approve or disapprove of the license transfer. Initiator Representative Date Touch Biometrics Representative Date This can be filled out electronically or if hand written please write clearly and fax to attention of support at our fax number (847) 304-0074 or scan and email to Support aiTouchBiometrics.com i 24 7/11/2013 ©2013 Much Biometrics,LLC