Terms of Use, Privacy, Licensing, etc.

Privacy and Data Collection

Forshock, (Forshock), is committed to keeping any and all personal information collected of those individuals that visit our website and make use of our online facilities and services accurate, confidential, secure and private. Our privacy policy has been designed and created to ensure those affiliated with Forshock of our commitment and realization of our obligation not only to meet but to exceed most existing privacy standards.

THEREFORE, this Privacy Policy Agreement shall apply to Forshock , and thus it shall govern any and all data collection and usage thereof. Through the use of www.forshock.com you are herein consenting to the following data procedures expressed within this agreement.

Collection of Information
This website collects various types of information, such as:

• Voluntarily provided information which may include your name, address, email address, billing and/or credit card information etc., which may be used when you purchase products and/or services and to deliver the services you have requested.
• Information automatically collected when visiting our website, which may include cookies, third party tracking technologies and server logs.

Please rest assured that this site shall only collect personal information that you knowingly and willingly provide by way of surveys, completed membership forms, and emails. It is the intent of this site to use personal information only for the purpose for which it was requested and any additional uses specifically provided on this site.

We may also gather information about the type of browser you are using, IP address or type of operating system to assist us in providing and maintaining superior quality service.

It is highly recommended and suggested that you review the privacy policies and statements of any website you choose to use or frequent as a means to better understand the way in which other websites garner, make use of and share information collected.

Use of Information Collected
Forshock may collect and may make use of personal information to assist in the operation of our website and to ensure delivery of the services you need and request. At times, we may find it necessary to use personally identifiable information as a means to keep you informed of other possible products and/or services that may be available to you from www.forshock.com . Forshock may also be in contact with you with regards to completing surveys and/or research questionnaires related to your opinion of current or potential future services that may be offered.

Forshock does not now, nor will it in the future, sell, rent or lease any of our customer lists and/or names to any third parties.

Forshock may deem it necessary to follow websites and/or pages that our users may frequent in an effort to gleam what types of services and/or products may be the most popular to customers or the general public.

Forshock may disclose your personal information, without prior notice to you, only if required to do so in accordance with applicable laws and/or in a good faith belief that such action is deemed necessary or is required in an effort to:

• Remain in conformance with any decrees, laws and/or statutes or in an effort to comply with any process which may be served upon Forshock and/or our website;
• Maintain, safeguard and/or preserve all the rights and/or property of Forshock; and
• Perform under demanding conditions in an effort to safeguard the personal safety of users of www.forshock.com and/or the general public.

Children Under Age of 13
Forshock does not knowingly collect personal identifiable information from children under the age of thirteen (13) without verifiable parental consent. If it is determined that such information has been inadvertently collected on anyone under the age of thirteen (13), we shall immediately take the necessary steps to ensure that such information is deleted from our system's database. Anyone under the age of thirteen (13) must seek and obtain parent or guardian permission to use this website.

Unsubscribe or Opt-Out
All users and/or visitors to our website have the option to discontinue receiving communication from us and/or reserve the right to discontinue receiving communications by way of email or newsletters. To discontinue or unsubscribe to our website please send an email that you wish to unsubscribe to support(at)forshock(dot)com. If you wish to unsubscribe or opt-out from any third party websites, you must go to that specific website to unsubscribe and/or opt-out.

Links to Other Web Sites
Our website does contain links to affiliate and other websites. Forshock does not claim nor accept responsibility for any privacy policies, practices and/or procedures of other such websites. Therefore, we encourage all users and visitors to be aware when they leave our website and to read the privacy statements of each and every website that collects personally identifiable information. The aforementioned Privacy Policy Agreement applies only and solely to the information collected by our website.

Security Forshock shall endeavor and shall take every precaution to maintain adequate physical, procedural and technical security with respect to our offices and information storage facilities so as to prevent any loss, misuse, unauthorized access, disclosure or modification of the user's personal information under our control.

The company also uses Secure Socket Layer (SSL) for authentication and private communications in an effort to build users' trust and confidence in the internet and website use by providing simple and secure access and communication of credit card and personal information.

Changes to Privacy Policy Agreement
Forshock reserves the right to update and/or change the terms of our privacy policy, and as such we will post those change to our website homepage at www.forshock.com, so that our users and/or visitors are always aware of the type of information we collect, how it will be used, and under what circumstances, if any, we may disclose such information. If at any point in time Forshock decides to make use of any personally identifiable information on file, in a manner vastly different from that which was stated when this information was initially collected, the user or users shall be promptly notified by email. Users at that time shall have the option as to whether or not to permit the use of their information in this separate manner.

Acceptance of Terms
Through the use of this website, you are hereby accepting the terms and conditions stipulated within the aforementioned Privacy Policy Agreement. If you are not in agreement with our terms and conditions, then you should refrain from further use of our sites. In addition, your continued use of our website following the posting of any updates or changes to our terms and conditions shall mean that you are in agreement and acceptance of such changes.

How to Contact Us
If you have any questions or concerns regarding the Privacy Policy Agreement related to our website, please feel free to contact us at the following email, telephone number or mailing address.
Email: support(at)forshock(dot)com
Telephone Number: 7608814865
Mailing Address:

Forshock
13782 Bear Valley Rd. D-3 #25
Victorville, California 92392

Updated 05/01/2016

General Services Agreement

This General Services Agreement ("Agreement") is made between Forshock ("Solutions Provider") and Customer ('Customer') (Collectively the 'Parties' to this agreement).

WHEREAS, Solutions Provider is engaged in the business of providing a full range of software development and control systems consulting services and solutions; and
WHEREAS, Customer desires to utilize Solutions Provider to perform such services and functions; and
WHEREAS, there is no existing approved and active Master Services Agreement ('MSA') between the parties; and
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties have agreed and do agree as follows:

AGREEMENT
1. Contracted Services.

This Agreement shall apply to the delivery of services, support, and functions as further described in Statements of Work, Estimate and/or Proposal ('SOW') that may be proposed and approved by the parties. Any such approved SOW shall be incorporated herein by reference (the services and functions described in any SOW are hereafter referred to as the 'Services'). In the event that the scope of the Services is expanded, revised, or modified, for any SOW incorporated herein, the parties shall prepare and sign an amended or new SOW (or change order), which likewise shall be attached hereto and incorporated herein by reference. Absent the execution of SOW, this Agreement does not, in and of itself, represent a commitment by Customer to receive any Services from Solutions Provider or pay Solutions Provider any fees.

2. Term of Agreement.

• a. The term of this Agreement will commence on the date of Approval of a SOW by Customer and shall continue until terminated as provided herein in Section 13; Termination.
• b. In the event that SOW provides for a different termination notice period, the SOW termination clause will control for that specific SOW only.

3. Fees and Payment Terms.

• a. In addition, Customer shall reimburse Solutions Provider its actual out-of-pocket expenses as reasonably incurred by Solutions Provider in connection with the performance of Services. Additional expenses for materials, services, training and hardware may only be incurred by Solutions Provider and charged to Customer if prior written approval from Customer has been obtained.
• b. Invoices will be delivered by email and are viewable on Solution Providers billing portal which is linked from the website at http://www.forshock.com. Customer may also pay invoices by credit card on the billing portal.
• c. A late charge of one and one-half percent (1'%) per month, or the legal maximum if less, shall accrue on past due billings unless Customer notifies Solutions Provider of a billing dispute in writing prior to the payment due date. Customer shall be responsible for any costs incurred by Solutions Provider in the collection of unpaid invoices including, but not limited to, collection and filing costs and reasonable attorney's fees of not less than fifteen percent (15%) of the outstanding balance due.

4. Change Orders or Out of Scope Services.

To the extent that Customer requires or requests additional services or services that exceed the Services set forth in any SOW incorporated herein, Solutions Provider will charge an additional fee for such additional services or out of scope work. Fees for such additional services or out-of-scope work will be set forth on a Change Authorization Order (CAO), which will also provide a description of the changed or additional service(s) being requested. Once a CAO is signed by both parties, it will be incorporated into the Agreement and have the same legal effect as the SOW that is incorporated into the Agreement.

5. Ownership of Materials Related to Services.

The parties agree that any materials prepared and delivered by Solutions Provider in the course of providing the Services shall be considered works made for hire. All rights, title, and interests of such materials shall be and are assigned to Customer as its sole and exclusive property, provided that materials shall not include Solutions Provider Intellectual Property. Notwithstanding the foregoing, the parties recognize that performance of Solutions Provider hereunder will require the skills of Solutions Provider and, therefore, Solutions Provider shall retain the right to use, without fee and for any purpose, such "know-how", ideas, techniques and concepts used or developed by Solutions Provider in the course of performance of the services of this Agreement.
Solutions Provider (or its licensor) will at all times retain all rights, ownership, and interest in any copyright, trademark, or other intellectual property proprietary to them including without limitation any software, methodologies, tools, specifications, techniques, documentation or data which is utilized by Solutions Provider in the performance of Services and has been originated or developed by Solutions Provider, its affiliates or by third Parties outside of the scope of the Services, or which has been purchased by or licensed to Solutions Provider, together with any and all additions, enhancements, improvements or other modifications thereto whether or not made during the performance of the Services (collectively, 'Solutions Provider Intellectual Property'). Nothing contained in this Agreement or otherwise shall be construed to grant to Customer any right, title, license or other interest in, to or under any Solutions Provider Intellectual Property (whether by estoppel, implication or otherwise).

6. Independent Contractor.

The parties enter into this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. All Solutions Provider employees who are assigned to perform services at any Customer owned or leased facility shall be considered to be an employee of Solutions Provider only and will not be considered an agent or employee of Customer for any purpose. Solutions Provider will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all taxes and withholdings required by law. In no event will any Solutions Provider employee be eligible for or entitled to any benefits of Customer.

7. Confidential Information.

• a. Customer understands and acknowledges that Solutions Provider may, from time to time, disclose 'Confidential Information' to Customer. For purposes of this Agreement, the term 'Confidential Information' shall include but not be limited to any nonpublic and/or proprietary information or materials relating to Solutions Provider's promotional and/or marketing strategy and activity, Solutions Provider's pricing information (including but not limited to rates, margins, and budgets), Solutions Provider's financial and budget information, Solutions Provider's customer lists, information about the education, background, experience, and/or skills possessed by Solutions Provider employees, Solutions Provider employee compensation information, Solutions Provider's service and/or sales concepts, Solutions Provider's service and/or sales methodology, Solutions Provider's service and/or sales techniques, Solutions Provider's customer satisfaction data or sales information, or any information which Solutions Provider marks or identifies as "confidential" at the time of disclosure or confirms in writing as confidential within a reasonable time (not to exceed thirty (30) days) after disclosure. Customer will not disclose Solutions Provider's Confidential Information to any third party at any time without the prior written consent of Solutions Provider and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Further, Solutions Provider's Confidential Information shall include the terms set forth in this Agreement, all of which shall remain the property of Solutions Provider and shall in no event be transferred, conveyed, or assigned to Customer as a result of the services provided pursuant to this Agreement. The foregoing duty shall survive any termination or expiration of this Agreement.
• b. Solutions Provider also understands and acknowledges that Customer may, from time to time, disclose to Solutions Provider proprietary ideas, concepts, expertise, and technologies developed by Customer relating to computer application programming, installation, and operation (collectively 'Customer's Confidential Information'). Customer may further provide to Solutions Provider documentation, reports, memoranda, notes, drawings, plans, papers, recordings, data, designs, materials, or other forms of records or information relating to Customer's business operations (collectively 'Confidential Trade Information'). Solutions Provider agrees (i) not to use any Customer Confidential Information or Confidential Trade Information for its own use or for any purpose other than the specific purpose of completing the Services; (ii) not to voluntarily disclose any Customer Confidential Information or Confidential Trade Information to any other person or entity; and (iii) to take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, Customer Confidential Information and/or Confidential Trade Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have such Customer Confidential Information and/or Confidential Trade Information. The foregoing duty shall survive any termination or expiration of this Agreement.
• c. In no event shall Customer use Solutions Provider's Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the Solutions Provider.
• d. The following shall not be considered Confidential Information for purposes of this Agreement: (a) Information which is or becomes in the public domain through no fault or act of the receiving party; (b) Information which was independently developed by the receiving party without the use of or reliance on the disclosing party's Confidential Information; (c) Information which was provided to the receiving party by a third party under no duty of confidentiality to the disclosing party; or (d) Information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt prior notice thereof shall be given to the party whose Confidential Information is involved.
• e. The parties agree that the disclosure of any of the foregoing Confidential Information by either party shall give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the non-disclosing party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

8. Customer Responsibilities.

In addition to any obligations and responsibilities described in the SOW or elsewhere in this Agreement, Customer shall have shared responsibility with Solutions Provider regarding the following:

• a. To ensure that the necessary business and application knowledge is available and conveyed from the Customer's existing support team to Solutions Provider's support team.
• b. Provide ready access to all appropriate computing platforms, documentation (e.g., program source, copybooks, tables, subroutines) and personnel (i.e., end users and technical representatives) necessary to fully understand the current business systems and environments throughout the life of the engagement.
• c. Provide at its facility, office space and equipment for Solutions Provider's on-site employees. Access will also be provided to the Customer's source libraries, test systems, and test data.
• d. Provide external communications capability and/or access to its work facility to enable Solutions Provider's onsite project team to access the Customer's information technology system for after-hours or weekend Services as required.
• e. Customer shall assign an employee or representative to be present at the work facility for any after hours or weekend Services provided by Solutions Provider. In the event that Customer declines or fails to assign an employee or representative to be present during such hours, Customer waives any and all claims for any property damage or loss that occurs during such time that Solutions Provider's employee(s) is on the Customer's work facility.
• f. Provide passwords and job numbers to Solutions Provider employees as needed.

9. Warranty of Services.

With respect to any Solutions Provider Deliverable or other Services, excluding any Customer provided or Customer directed third party materials, Solutions Provider warrants the following for a period of one-hundred eighty (180) days following final acceptance by Customer of the particular Solutions Provider Deliverable or the performance of such other Services (the 'Warranty Period'):

• a. the applicable Services rendered hereunder will be performed by qualified personnel;
• b. the applicable Services performed will substantially conform to any applicable requirements set forth in the SOW;
• c. the applicable Solutions Provider Deliverable or Services will materially conform to the specifications, if any, and/or Acceptance Criteria, if any, for those specific corresponding Solutions Provider Deliverables or Services.

In the event that any Solutions Provider Deliverable or Service fails to conform to the foregoing warranties in any material respect, Solutions Provider shall have the right and obligation to cure or correct such failure as soon as commercially reasonably practical at Solutions Provider's expense. If Solutions Provider is unable to cure or correct such failure within a commercially reasonable period of time, then Customer may pursue its remedy at law to recover direct damages resulting from the breach of the limited warranties, subject to the limitations set forth in this Agreement. These remedies are the exclusive remedies and Solutions Provider's only obligation for breach of the warranties contained in this Agreement. Solutions Provider does not warrant that any Solutions Provider Deliverable will operate uninterrupted or error-free, provided that Solutions Provider shall remain obligated pursuant to this Agreement.

The foregoing warranties are expressly conditioned upon

• (i) Customer providing Solutions Provider with prompt written notice of any claim there under prior to the expiration thereof, which notice must identify with particularity the non-conformity;
• (ii) Customer's cooperation with Solutions Provider in all reasonable respects relating thereto, including assisting Solutions Provider to locate and reproduce the non-conformity; and
• (iii) with respect to any Solutions Provider Deliverable, the absence of any material alteration or other modification of such Solutions Provider Deliverable by any person or entity other than Solutions Provider. The foregoing warranties will not apply if the alleged breach of warranty is due to third party hardware, software and any other services or goods supplied by non-Solutions Provider third Parties (including Customer) not conforming to their respective technical, functional and performance specifications and criteria, and Solutions Provider shall have no liability or obligation as a result thereof.

Except as expressly provided in this Agreement, Solutions Provider does not make any representation or warranty of any kind, whether such warranty be expressed or implied, including any warranty of merchantability or fitness for a particular purpose or any warranty form course of dealing or usage of trade.

In the event that Customer asserts any claim for warranty services hereunder and such claim relates to any matter that is determined not to be Solutions Provider's responsibility hereunder (including any problem with Customer's computer hardware, networking devices, control infrastructure, electrical systems or software that was not caused by any Services performed by Solutions Provider), Customer will be responsible to pay Solutions Provider for all evaluation, correction or other services performed by Solutions Provider relating to such claim on a time and materials basis at Solutions Provider's then standard billing rates.

10. Limitation of Liability.

Customer agrees that Solutions Provider shall not be liable to Customer, or any third party, for (1) any liability claims, loss, damages or expense of any kind arising directly or indirectly out of services provided herein for (2) any incidental or consequential damages, however caused, and Customer agrees to indemnify and hold Solutions Provider harmless against such liabilities, claims, losses, damages (consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought against Solutions Provider by or in right of third parties or for (3) any punitive damages. For purposes of this Agreement, incidental or consequential damages shall include, but not be limited to, loss of anticipated revenues, income, profits or savings; loss of or damage to business reputation or good will; loss of Customers; loss of business or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental damages under the law of the State of California. Solutions Provider's liability for any damages hereunder shall in no event exceed the amount of fees paid by Customer to Solutions Provider as of the date the alleged damages were incurred.

11. Indemnification.

Each party shall indemnify, defend and hold harmless the other, its employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against any third party claims, demands, loss, damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused solely by the negligence or willful conduct of the indemnifying party, its personnel or agents in connection with the performance of the Services hereunder. To the extent that such claim arises from the concurrent conduct of Customer, Solutions Provider and/or any third party, it is expressly agreed that Solutions Provider's liability shall be limited by the terms and provisions of paragraph ten (10) herein and that, with respect to any remaining obligations to pay any third party claims, demands, losses, damages or expenses that are not limited by the terms and provisions of paragraph ten (10) herein, each party's obligations of indemnity under this paragraph shall be effective only to the extent of each party's pro rata share of liability. To receive the foregoing indemnities, the party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying party's expense) and full authority to defend or settle the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party's written consent.

12. Equal Opportunity Employer.

Solutions Provider is an Equal Opportunity Employer and does not discriminate in recruitment, hiring, transfer, promotion, compensation, development, and termination of its employees on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status or other protected category as required by applicable Federal, State and local laws. Customer likewise represents that it will not discriminate in the referral or acceptance of Solutions Provider hereunder on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's status or other protected category as required by applicable federal, state and local laws.

13. Termination.

• a. Termination for Cause: If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement (including any Exhibits or Amendments hereto), then that party may provide written notice to the other party's management representative describing the alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum due and owing under this Agreement, the breaching party shall have thirty (30) business days after notice of such failure to cure the breach. If the breaching party fails to cure within thirty (30) business days, then the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party. With respect to all other defaults, if the breaching party does not, within thirty (30) calendar days after receiving such written notice, either (a) cure the material failure or (b) if the breach is not one that can reasonably be cured within thirty (30) calendar days, then the non-breaching party may terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party.
• b. Termination for Bankruptcy: Either party shall have the immediate right to terminate this Agreement, by providing written notice to the other party, in the event that (i) the other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other party's property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.
• c. Payments Due: The termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.
• d. Permitted Delays: Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto in whole or in part, as a result of delays caused by the other party or an act of God, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including failures or fluctuations in electric power, heat, light, air conditioning or telecommunication equipment, and such nonperformance shall not be a default hereunder or a ground for termination hereof. Solutions Provider's time of performance shall be enlarged, if and to the extent reasonably necessary, in the event: (i) that Customer fails to submit information, instructions, approvals, or any other required element in the prescribed form or in accordance with the agreed upon schedules; (ii) of a special request by Customer or any governmental agency authorized to regulate, supervise, or impact Solutions Provider's normal processing schedule; (iii) that Customer fails to provide any equipment, software, premises or performance called for by this Agreement, and the same is necessary for Solutions Provider's performance hereunder. Solutions Provider will notify Customer of the estimated impact on its processing schedule, if any.
• e. Continuation of Services: Solutions Provider will continue to perform Services during the notice period unless otherwise mutually agreed upon by the parties in writing. In the event that Customer provides the notice of termination and directs Solutions Provider not to perform the services through the notice period, Customer agrees to pay Solutions Provider an amount equal to the amount normally due to Solutions Provider for the notice period. Upon termination by either party, Customer will pay Solutions Provider for all services performed and charges and expenses reasonably incurred by Solutions Provider in connection with the services provided under this Agreement through the date of termination.

14. Miscellaneous Clauses:
a. Non-Restrictive Relationship.

Solutions Provider may provide the same or similar services to other customers and Customer may utilize other related service providers that are competitive with Forshock.

b. Waiver.

The rights and remedies provided to each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise. Any failure in the exercise by either party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other party shall not prejudice such party's rights of termination or enforcement for any further or other's default or violation or be deemed a waiver or forfeiture of those rights.

c. Force Majeure.

Neither party will be liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: strikes, lockouts, or other industrial disturbances; civil disturbances; electrical surges; deliberate malicious acts; theft; fires; acts of God; acts of a public enemy; compliance with any regulations, order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in the open market.

d. Notices.

All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt), by email (confirmed by certification of Delivery and Read receipt) or sent by courier (confirmed by receipt) addressed to the following designated parties:

e. Severability.

If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

f. Captions.

The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

g. Entire Agreement.

This Agreement and the SOW(s) and/or CAO(s) incorporated herein constitute the entire agreement between the parties and supersede any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement.

h. Amendments.

This Agreement and the Exhibits may be amended only by an instrument in writing executed by the parties hereto. Any written work order submitted by Customer shall not amend the terms of this Agreement and will only be considered (1) a statement of the work to be performed; (2) set forth any deadlines or schedules; and (3) the additional fees to be charged, if any, for any out-of-scope work or services stated on the work order.

i. Applicable Law.

This Agreement is made under and will be construed in accordance with the law of California without giving effect to that state's choice of law rules. In the event of any dispute, claim, or controversy relating to or arising from this Agreement, or any breach, threatened breach, or alleged breach thereof, the parties hereby expressly waive and relinquish any and all right to a trial by jury on any issue, matter, claim, cause, or controversy pertaining thereto.

j. Dispute Resolution.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The place of arbitration shall be San Bernardino County The arbitration shall be governed by the laws of the State of California. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

k. Successors and Third-Party Beneficiaries.

This Agreement shall inure to the benefit of Solutions Provider and Customer and any successors or assigns of Solutions Provider and Customer. No third party shall have any rights hereunder.

Signatures &Approval

By signing this Contract or on approval of a SOW by Customer not under an existing approved and active Master Services Agreement, the Parties hereto agree to all terms, conditions and covenants contained herein and that they are authorized to make such decisions for their respective organizations. The Parties acknowledge that this is a legally binding Contract and the Parties fully acknowledge that they each have accepted this Contract of their own free will and that the signing of this document was not the result of coercion or duress and that both Parties sought and received, or had the opportunity to seek and receive, the advice of legal counsel, of their choice, prior to signing this Contract.

Updated 10/16/2024

Software License Agreement (Forshock)

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.

BY CLICKING ON THE "ACCEPT" BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.

SINGLE USER LICENSE (NON-WEBSITE) GRANT:
Forshock ("Forshock") and its suppliers grant to Customer ("Customer") a nonexclusive and nontransferable license to use the Forshock software ("Software") in object code form solely on a single central processing unit owned or leased by Customer or otherwise embedded in equipment provided by Forshock.

SINGLE DOMAIN LICENSE (WEBSITE) GRANT:
Forshock ("Forshock") and its suppliers grant to Customer ("Customer") a nonexclusive and nontransferable license to use the Forshock software ("Software") in object code form solely on a single website domain owned, leased or maintained by Customer or otherwise embedded in equipment provided by Forshock.

MULTIPLE-USERS LICENSE GRANT:

Forshock ("Forshock") and its suppliers grant to Customer ("Customer") a nonexclusive and nontransferable license to use the Forshock software ("Software") in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee ("Permitted Number of Computers"); or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of computers. Customer may only use the programs contained in the Software (i) for which Customer has paid a license fee (or in the case of an evaluation copy, those programs Customer is authorized to evaluate) and (ii) for which Customer has received a product authorization key ("PAK"). Customer grants to Forshock or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Forshock the appropriate licensee fee for the additional computers or users. At Forshock's option, Forshock may terminate this license for failure to pay the required license fee.

 

Customer may make one (1) archival copy of the Software provided Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original.

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.

Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Forshock. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Forshock. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Forshock.

LIMITED WARRANTY:
Forshock warrants that for a period of ninety (90) days from the date of shipment from Forshock: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee.

Customer's exclusive remedy and the entire liability of Forshock and its suppliers under this limited warranty will be, at Forshock or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does Forshock warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.

This warranty does not apply if the software (a) has been altered, except by Forshock, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Forshock, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultrahazardous activities.

DISCLAIMER:
EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

IN NO EVENT WILL FORSHOCK OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF FORSHOCK OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Forshock's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above stated warranty fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Forshock does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.

This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Forshock if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software.

Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

This License shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.

RESTRICTED RIGHTS:
Forshock software is provided to non-DOD agencies with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph "C" of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event the sale is to a DOD agency, the government's rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202. Manufacturer is Forshock, 13782 Bear Valley Rd. D-3 #25, Victorville, CA 92392.