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Document

Solutions Services Agreement

ABC County Sheriff's Office

This Agreement (“AGREEMENT”), submitted as of this date of May 13, 2020 (“Submitted Date”) between the ABC County Sheriff's Office, with an address of ABC highway 32, Water Valley, Mississippi 38965, herein referred to as “PARTICIPANT” and Encartele, Inc., a Nebraska corporation, with an address of 8210 South 109th, La Vista, NE, 68128, herein referred to as ”ENCARTELE”. PARTICIPANT and ENCARTELE are sometimes referred to individually as a "PARTY" or collectively as the "PARTIES".

RECITALS

WHEREAS, the PARTICIPANT has requested, and ENCARTELE has submitted, a proposal for the installation of hardware and software as outlined in Exhibit A of this AGREEMENT, herein referred to as “SERVICES” and PARTICIPANT has agreed to accept the terms of the proposal presented;

WHEREAS, the SERVICES will be installed and operated in the PARTICIPANT'S facility and/or facilities, herein referred to as “FACILITY”;

WHEREAS, ENCARTELE shall provide the hardware and software, as set forth on Exhibit A hereto (the "EQUIPMENT"), and will use that EQUIPMENT to operate ENCARTELE's proprietary software platform (the "SOFTWARE" and, together with the EQUIPMENT, the "SYSTEM");

WHEREAS, ENCARTELE will deliver the EQUIPMENT and provide the PARTICIPANT with a limited license to use the SOFTWARE, and the PARTICIPANT will accept the EQUIPMENT and make use of the SOFTWARE and the SYSTEM, in each case, pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties, agree as follows:

AGREEMENT TERM: This AGREEMENT shall have a term of ninety (90) days and become effective upon the completion of the first transaction ("Effective Date"). Upon completion of the initial term, ENCARTELE agrees to offer to PARTICIPANT the option of extending the term of this AGREEMENT for consecutive ninety (90) day additional periods. This renewal or extension shall be upon the same terms and conditions as the original AGREEMENT, unless otherwise changed and agreed upon by both parties, and shall be automatically renewed at the end of the initial term. If PARTICIPANT intends not to exercise its option, it shall specifically notify ENCARTELE in writing at least ninety (30) days prior to expiration of this AGREEMENT.

TERMINATION: This AGREEMENT may be terminated by either party, for cause. In such case, the party requesting termination must define in writing the reason for said termination and allow the other party the opportunity to cure the said reason within 30 days after receipt of the termination request letter. If the said reason is not cured within the 30-day time frame, the party requesting termination may terminate the contract. In the event this agreement is terminated for any reason, and ENCARTELE no longer provides SERVICES to the PARTICIPANT, the PARTICIPANT agrees to return any EQUIPMENT related to the SYSTEM to ENCARTELE at the address of 8210 S 109th Street, LaVista, NE 68128. PARTICIPANT will be responsible for any costs associated with shipping/returning EQUIPMENT to ENCARTELE.

NO COST SERVICE MAINTENANCE: ENCARTELE will service and maintain the EQUIPMENT in each Facility pursuant to the Software and Hardware Service Level Agreement, (the "Service Agreement") as set forth on Exhibit C. ENCARTELE will provide no cost maintenance while the contract is in force.

EQUIPMENT TITLE: ENCARTELE shall retain title to the EQUIPMENT and the SYSTEM during the term of this agreement. The PARTICIPANT agrees to make reasonable efforts to ensure that none of the EQUIPMENT is damaged by misuse or neglect, including, without limitation, by misuse by the inmates.

RATES: Inmates, friends and family, and visitors of the FACILITY shall be charged rates as outlined in Exhibit B - Commission and Usage Rates, for SERVICES provided by the SYSTEM by ENCARTELE. ENCARTELE reserves the right to change the usage rates, upon (30) days' notice to PARTICIPANT.

REVENUE SHARING: The PARTICIPANT shall receive a revenue share as set forth in Exhibit B - Commission and Usage Rates, on gross revenues generated from the SERVICES. ENCARTELE shall pay the PARTICIPANT, on a monthly basis, sixty days from the last day of the month that the commissions are earned.

VIDEO MONITORING: The PARTICIPANT hereby agrees that ENCARTELE shall have no obligation to review or monitor the contents of any video visit made or received using the SYSTEM and shall have no obligation to notify the PARTICIPANT in connection with any use or misuse of the SYSTEM. The PARTICIPANT hereby agrees that ENCARTELE shall have no obligation to verify the users of the SYSTEM and shall not be liable for any use of the SYSTEM that is in violation of the Terms of Use accepted by the Facility’s inmates and visitors.

AGREEMENT DOCUMENTS: The attached Exhibit A, describing the Scope of Work is made part of this AGREEMENT and is incorporated herein by this reference. The attached Exhibit B describing Commission and Usage Rates is made part of this AGREEMENT and is incorporated herein by this reference. The attached Exhibit C, describing the Software and Hardware Service Level Agreement is made part of this AGREEMENT and is incorporated by this reference.

FORCE MAJEURE: ENCARTELE shall be excused from performance under this AGREEMENT to the extent such performance is prevented by any act of government or regulatory action, war, civil disobedience, terrorism, labor strike, or failure of a third party to perform. In addition, ENCARTELE shall be excused from performance due to the failure, fluctuation or outage of electrical power, heat, air- conditioning or equipment failure or similar event beyond its reasonable control; provided that ENCARTELE shall use reasonable efforts to return to full performance as expeditiously as possible. ENCARTELE reserves, but shall not unreasonably exercise, the right to renegotiate the terms of this AGREEMENT upon 60 days advance written notice to PARTICIPANT when any government body, or its regulatory agents, change service rates, adopt restrictive regulations, or mandate operations by law, or where the inmate population or capacity of the FACILITY materially changes. PARTICIPANT acknowledges that the services provided by ENCARTELE are subject to federal, state, and local regulatory requirements, and ENCARTELE must perform in compliance therewith.

GOVERNING LAW AND VENUE: This AGREEMENT shall be governed by the laws of the State of Nebraska (without regard to the choice of law provisions thereof) and the parties agree that venue for any legal proceedings or otherwise shall exclusively be in the state and federal courts located in the State of Nebraska.

INDEMNIFICATION BY CONTRACTOR: ENCARTELE will indemnify and shall keep, save and hold harmless PARTICIPANT from and against loss and any all claims, demands, causes of action, damages, costs or liability arising from or out of any breach of this contract by ENCARTELE.

SEVERABILITY: If any provision of this AGREEMENT is declared illegal, void, or unenforceable the remaining provisions shall not be affected but shall remain in force and in effect.

ASSIGNMENT AND SUBCONTRACTING: This AGREEMENT and the covenants and agreements contained herein shall be binding upon and inure to the benefit of successors and assigns of the parties hereto and may not be assigned by either party hereto without the prior written consent of the other party. Any attempt to assign this AGREEMENT in violation of this Paragraph is void and of no effect.

LIABILITY LIMITATION: Notwithstanding anything to the contrary in this AGREEMENT, neither ENCARTELE nor PARTICIPANT shall be liable to the other for any indirect, incidental, special or consequential damages, loss of profit or income, or loss of data, regardless of cause, ENCARTELE's total liability to PARTICIPANT is to provide the EQUIPMENT, SYSTEMS, Service and Commissions to PARTICIPANT as is required in this AGREEMENT.

NON-ASSUMPTION OF LIABILITY:Neither party shall be liable to anyone for the acts or failures to act of either party, its agents or employees. Further, notwithstanding anything herein to the contrary, neither party shall be liable to the other, or to an inmate or inmate's family, for any incidental, indirect, special, consequential or other damages or for lost profits even if advised in advance of the possibility of such. If ENCARTELE is unable to perform due to events beyond its reasonable control, ENCARTELE shall be relieved of its obligations so affected only for as long as such circumstances prevail.

NO THIRD-PARTY BENEFICIARIES:The parties do not enter into this AGREEMENT for the benefit of any person other than the parties to this AGREEMENT, nor do they intend that any person be or become a third-party beneficiary to this AGREEMENT.

SOLE AND EXCLUSIVE AGREEMENT; MODIFICATION:This AGREEMENT represents the sole and exclusive agreement between the parties hereto, and this contract shall not be changed, modified or amended except by a written agreement executed by the parties.

COUNTERPARTS:This AGREEMENT may be executed in one or more counterparts, each of which is to be deemed an original, and all of which constitute, collectively, one AGREEMENT.

INTERNET: It is agreed that the Internet will be provided by the PARTICIPANT. The PARTICIPANT will, at its sole cost, arrange for high speed Internet service, both fixed and/or wireless with a minimum system requirement of 80 kilobits per second per audio phone applications, and 500 kilobits per second upload speed and 500 kilobits per second download speed per video device applications, and any equipment associated therewith to be provided to the FACILITY, and the PARTICIPANT will maintain the high-speed Internet service and any equipment associated therewith. The PARTICIPANT will provide, at its sole cost, electricity necessary to run, install and service the high-speed Internet Service and operation of EQUIPMENT. The PARTICIPANT will provide ENCARTELE a SSID for the operation of the EQUIPMENT required to utilize a wireless internet connection.

NOTICES: All notice or other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be deemed to have been duly given if delivered personally by hand, via overnight courier, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the appropriate party at the following address or such other address as may be given in writing to the parties:

PARTICIPANT ENCARTELE
ABC Highway 32Water Valley, Mississippi 38965 8210 S 109th Street La Vista, NE 68128
Attn: Sheriff ABC Attn: Scott Moreland

____x____PARTICIPANT WILL provide internet for the SYSTEM and SERVICES as indicated.

_________PARTICIPANT WILL NOT provide internet for the SYSTEM and SERVICES as indicated.

IN WITNESS WHEREOF:This contract has been executed by each of the parties by their duly authorized legal representatives.

X____________________________________

Authorized Representative

ABC County Sheriff's Office

Acceptance Date:__________________

X____________________________________

Scott Moreland - President and CEO

Encartele

Acceptance Date:__________________

Exhibit A

SCOPE OF WORK

The following table is a summary of the EQUIPMENT to be installed at the Facility.

Deliverable Equipment   Total Quantity

CID Device - 7" Display with Handset

Detention grade POE touch screen communications device with table top stand

1

Network Switch

Networking device used to support operation of CID Devices

1

Exhibit B

COMMISSION AND USAGE RATES

The following table outlines the monetary rates borne by those using the communication services related to Encartele systems. Encartele has outlined the revenue share payments to be awarded to PARTICIPANT on the gross billed revenue generated from Encartele systems. While this Agreement is in force, we will pay the revenue share indicated on Exhibit B. After the 90-day trial, the revenue share can be re-negotiated.

Communication Type Rate PARTICIPANT Commission

CIDNET Video

$0.30 / Megabyte

0%

Exhibit C

SOFTWARE AND HARDWARE SERVICE LEVEL AGREEMENT

SUPPORT AND MAINTENANCE

Support and maintenance will be provided through phone support, remote access or testing and on-site support. Phone support, remote access and testing of EQUIPMENT are available between 9:00 a.m. and 6:00 p.m. (CST) on business days. To the extent that any service window described herein is not practicable given the security protocols at the applicable facility, the parties will work together to address the problem in a timely manner.

Maintenance/repair calls from the facility will be resolved in the manner outlined in this section (subject to the limitations set forth above):

"Major Emergency" shall be defined as an occurrence of any one of the following conditions:

  • A failure of any device, prohibiting the use of any application

  • A failure of the handset, prohibiting the audio functionality for video visits

  • A failure of network equipment due to inclement weather, lightning storms, etc. that prohibit system operation

For a "Major Emergency", Encartele will attempt to respond to the service problem within thirty (30) minutes of initial trouble report by the facility through the use of remote testing or access. If the system is not accessible for remote access, Encartele will dispatch a qualified technician on site at the facility.

"Minor Failure" shall be defined as a system failure or problem other than a "Major Emergency" item as listed above.

For a "Minor Failure" Encartele will attempt to respond to the service problem within four "4" hours of the initial trouble report using remote testing or access or, if the Routine Service is an issue or defect, the issue or defect will be resolved using the Support Ticket Process described below. In the event of minor failure, Encartele will ship necessary parts for facility staff or Encartele technicians to conduct maintenance or repairs.

SUPPORT TICKET PROCESS

  1. Encartele's Support Team will take the issue/defect, and have it documented for analysis.

  2. Next, the contents of the support ticket are analyzed by importance, cost effectiveness and resolution time.

  3. Any error fixes related to the service ticket are then assigned to a system-wide release based on priority.

Note: Users may also undergo the same ticket process to request enhancements to the system. All enhancement requests are analyzed by the Support Team to determine whether it is a necessary universal upgrade to the system.