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Professional Services/Task Order Quotation
<br />Santa Ana CLETS Parsing
<br />Terms and Conditions
<br />ConnectCICTM Standard Terms and Conditions
<br />1. Order Acceptance: CommSys, Inc. ( "CommSys") and Client agree that the delivery of any Products, as defined in
<br />paragraph 5, or performance of any services by CommSys shall be subject to these terms and conditions.
<br />Acceptance is expressly limited to the terms and conditions contained herein and any Information or
<br />documents incorporated by reference ("Agreement"). Any provisions printed or otherwise contained in any
<br />document that are contrary, different or additional to the terms and conditions of this Agreement, or any alteration in
<br />the terms and conditions of this Agreement, shall have no force or effect, and CommSys hereby agrees that any
<br />such provisions or alterations shall not constitute any part of this contract unless expressly agreed to in writing by
<br />CommSys. If Client has previously made CommSys an offer with respect to the services CommSys'
<br />acknowledgment or confirmation shall net operate as an acceptance of Client's offer, but rather shall be deemed to
<br />be a counteroffer.
<br />2. Prices: Prices quoted by CommSys shall remain in effect for the period stated in CommSys' written quotation or
<br />proposal, or, if none Is stated, for thirty (30) days after the quotation is given. If CommSys does not receive an order
<br />from Client within the effective period, CommSys may change prices for the services or Products to those in effect at
<br />the time an order is received. Prices do not include any additional costs or sales, use, excise, value -added or similar
<br />taxes. Taxes shall be the responsibility of Client and CommSys shall Include them on all invoices, absent receipt of
<br />an appropriate exemption from Client.
<br />3. Payment: Client shall be billed upon shipment for any Products sold and upon completion for services performed,
<br />except that CommSys, at its discretion, may require monthly progress payments for services.. requiring" more than
<br />thirty (30) days to complete. Payments shall be made as stipulated without any deductions, including, but not limited
<br />to, deductions for any alleged damages or claims arising under this Agreement or any other agreement. Payment
<br />terms are net thirty (30) days from date of invoice. Payments not received within thirty (30) days of date of invoice
<br />shall be subject to a late payment charge of one and one -half percent (11/21 or 18% annually) or the maximum rate
<br />allowed by law, whichever is lower, and/or CommSys may suspend performance of services without liability to Client
<br />until payment of any overdue amount is made in full including any interest charges. CommSys reserves the right to
<br />demand different payment terms if CommSys determines that circumstances warrant such measures. Client shall be
<br />liable to CommSys for all expenses totaling to: the collection of past due amounts. Client agrees to pay all applicable
<br />sales taxes that may arise as a result of the performance of any services by CommSys.
<br />4. Limited Warranty: For a period of sixty (60) days from provision of the Products or services, CommSys warrants to
<br />Client that Products and services provided will be performed In a workmanlike manner in accordance with applicable
<br />commercial standards. CommSys makes no warranties with respect to any equipment, parts, materials or other
<br />Products furnished by CommSys. The foregoing warranties shall apply provided that (a) any software or other
<br />materials developed by CommSys have not been modified, unless authorized by CommSys in writing; (b) there has
<br />been no change in the computer equipment on which CommSys installed any software, unless authorized by
<br />CommSys in writing; (c) the computer equipment has sufficient capacity, is in good operating order, and is installed
<br />in a suitable operating environment; (d) the nonconformity was not caused by Client or its agents or other third party;
<br />(e) Client promptly notifies CommSys of the nonconformity after discovery, and (f) all fees due to CommSys have
<br />been paid. CommSys makes no warranty or guaranty with respect to any third -party equipment, hardware, or
<br />software beyond that offered by such third party.
<br />NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, COMMSYS WILL NOT UNDER ANY
<br />CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
<br />(INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE OR BUSINESS) OR ATTORNEYS' FEES
<br />RESULTING FROM OR IN ANY WAY RELATED TO COMMSYS' PROVIDING OF SERVICES OR PRODUCTS,
<br />WHETHER FOR INJURIES TO PERSON, PROPERTY OR OTHERWISE.
<br />5. Ownership of Product: Subject only to the rights and license expressly granted to Client herein, the parties hereby
<br />acknowledge and agree that CommSys shall have the sole and exclusive ownership of all right, title, and interest in
<br />and to any deliverables, including but not limited to, software programs, source and object code, files, tapes, disks,
<br />and related user documentation (collectively, the "Products ") created and /or developed by CommSys, including
<br />ownership of all copyrights, trademarks, trade secrets, and patents.
<br />6. License: CommSys hereby grants to Client a nonexclusive, royalty free, perpetual license to use the Products, as
<br />hereinafter defined, solely with customers Client's own software products at Client's offices or Client's customer's
<br />business location. Client shall be responsible for obtaining all necessary licenses for the 3rd party items furnished,
<br />awned, or created by third parties required by Products to operate. Client is responsible for ensuring that software
<br />product is not copied or utilized outside Client's offices or Client's customer's offices.
<br />7. Limitations on Remedies and Liabilities: Client agrees that CommSys' liability and Client's sole and exclusive remedy
<br />pursuant to any claim of any kind arising out of or connected with this Agreement, including but not limited to a claim
<br />in contract, negligence or tort (including, strict liability), against CommSys, shall be, at CommSys' option, the proper
<br />This document contains information proprietary to CommSys, Incorporated.
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