16 - Amendment No 3 to Professional Services Agreement with Computer Information Systems - Digi-Ticket E-Citation System

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digiTICKET electronic ticketing solution (30) days in advance of the commencement of the term. Expenses will be invoiced as actual and when incurred. All invoices are payable net fifteen (15) days. 5.0 OTHER TERMS 1. TERM AND TERMINATION. The term of this Agreement shall be for one (1) year and, thereafter, for renewal terms on a year-to-year basis until terminated (i) by Customer in the event the Software is taken out of service and upon thirty (30) days' notice to Saltus; (ii) by either party with notice to the other party at least thirty (30) days' notice prior to the expiration of the original one (1) year or any subsequent one (1) year renewal term, in which case, this Agreement shall terminate at the expiration of the original term or renewal term as the case may be; (iii) by either party upon a default of the other party, such default remaining uncured for thirty (30) days from the date of written notice from the non -defaulting party to the other specifying such default; (iv) upon the bankruptcy or insolvency of Saltus; or (v) the Software License is terminated. Upon such termination, provided the Customer is not in default under this Agreement, Saltus shall refund to Customer a portion of the fees prorated to reflect the date of termination. Notwithstanding the above, neither party shall be relieved of liability to the other party for damages sustained by the non -breaching party resulting from breach of the Agreement by the other party, and either party may withhold any payments to the other party for the purpose of setoff until such time as the exact amount of damages due are determined. 2. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALTUS DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, AND OF FITNESS FOR A PARTICULAR PURPOSE. 3. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SALTUS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES. 4. LIMITATION OF LIABILITY AND REMEDIES. EXCEPT AS OTHERWISE SET FORTH HEREIN, NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR OTHERWISE), THE ENTIRE LIABILITY OF SALTUS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND CUSTOMER'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES CUSTOMER INCURS IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE. The customer agrees that the purchase price would be substantially higher but for these limitations. 5. GENERAL. Each party acknowledges that it is bound by the terms of this Agreement and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this subject matter of this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any and all proceedings relating to the subject matter hereof shall be maintained in the state or federal courts of Tulsa County, Oklahoma, which courts shall have exclusive jurisdiction for such purpose. Each of the parties waives any objection to venue or in personam jurisdiction. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. Neither party may assign, without the prior written consent of the other, its rights, duties, or obligations under this Agreement to any other person or entity, in whole or in part. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. Confidential Paris Police Department Page 8 Copyright © 2023 Saltus Technologies, LLC All Rights Reserved