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SECURUS-
<br /> ICU iNOLOGIU3 Master Services Agreement
<br /> (Cass County, ND)
<br /> This Master Services Agreement (this "Agreement") is by and between the Cass County Sheriffs Office ("Customer") and
<br /> Evercom Systems, Inc.,a Delaware corporation and a wholly owned subsidiary of SECURUS Technologies, Inc., ("we,""us,"
<br /> or"Provider"). This Agreement supersedes any and all other agreements (oral, written, or otherwise) that may have been
<br /> made between the parties,and shall be effective as of the last date signed by either party(the"Effective Date").
<br /> Whereas the Customer desires that Provider install an inmate telecommunication system, and provide telecommunications
<br /> and maintenance services according to the terms and conditions in this Agreement,and according to the Schedule and Work
<br /> Orders,which are incorporated by reference into this Agreement;
<br /> Whereas the Provider agrees to install the inmate telecommunications system and provide telecommunications and
<br /> maintenance services according to the terms and conditions in this Agreement, and according to the Schedule and Work
<br /> Orders,which are incorporated by reference into this Agreement;
<br /> Now therefore,in consideration of the mutual promises and covenants contained herein,the parties agree as follows:
<br /> 1. Applications. This Agreement specifies the general terms and conditions under which we will perform certain inmate-
<br /> related services and applications (the "Application(s)") for you. Additional terms and conditions with respect to the
<br /> Applications will be specified in the schedules entered into by the parties and attached hereto (the "Schedules"). The
<br /> Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement. In the event
<br /> of any conflict between this Agreement and a Schedule,the terms of the Schedule shall govern. In the event of any conflict
<br /> between any two Schedules for a particular Application,the latest in time shall govern.
<br /> 2. Use of Applications. You grant us the exclusive riaht and license to install, maintain, and derive revenue from the
<br /> Applications through our inmate systems (including, without limitation, the related hardware and software) (the "System")
<br /> located in and around the inmate confinement facilities identified on the Schedules(the"Facilities"). You are responsible for
<br /> the manner in which you use the Applications. Unless expressly permitted by a Schedule or separate written agreement with
<br /> us,you will not resell the Applications or provide access to the Applications(other than as expressly provided in a particular
<br /> Schedule), directly or indirectly, to third parties. During the term of this Agreement and subject to the remaining terms and
<br /> conditions of this Agreement, Provider shall be the sole and exclusive provider of inmate related communications, including
<br /> but not limited to voice, video and data (phone calls, video calls, messaging, prepaid calling cards, and a-mall) at the
<br /> Facilities in lieu of any other third party providing such inmate communications, including without limitation, Customer's
<br /> employees,agents or subcontractors.
<br /> 3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in the
<br /> Schedules.
<br /> 4. Term. The obligations of the parties under this Agreement are effective as of the Effective Date, but the"Term" of this
<br /> Agreement shall commence sixty(60)days thereafter(to allow for a reasonable installation period)and will continue for five
<br /> (5)years thereafter. Unless one party delivers to the other written notice of non-renewal at least ninety(90)days prior to the
<br /> end of the then current term, this Agreement shall automatically renew for successive periods of two (2) years each.
<br /> Notwithstanding anything to the contrary, the terms and conditions of this Agreement shall continue to apply to each
<br /> Schedule for so long as we continue to provide the Application to you after the expiration or earlier termination of this
<br /> Agreement.
<br /> 5. Service Level Agreement and Limited Remedy. We are committed to providing you with reliable, high quality
<br /> Applications, and we offer certain assurances about the quality of our Applications (the "Service Level Agreement"). The
<br /> Service Level Agreement for each Application is as set forth in the applicable Schedule. THE SERVICE LEVEL
<br /> AGREEMENT SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES FOR FAILURE OR DEFECT OF AN
<br /> APPLICATION. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
<br /> MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM A
<br /> COURSE OF DEALING OR USAGE OF TRADE,AND NONINFRINGEMENT.
<br /> 6. Software License. We grant you a personal, non-exclusive, non-transferable license(without the right to sublicense)to
<br /> access and use certain proprietary computer software products and materials in connection with the Applications (the
<br /> "Software"). The Software includes any upgrades, modifications, updates, and additions to existing features that we
<br /> implement in our discretion (the "Updates"). Updates do not include additional features and significant enhancements to
<br /> existing features. You are the license holder of any third-party software products we obtain on your behalf. You authorize us
<br /> to provide or preinstall the third-party software and agree that we may agree to the third party End User License Agreements
<br /> on your behalf. Your rights to use any third-party software product that we provide shall be limited by the terms of the
<br /> underlying license that we obtained for such product. The Software is to be used solely for your internal business purposes
<br /> in connection with the Applications at the Facilities. You will not (i) permit any parent, subsidiary, affiliated entity, or third
<br /> party to use the Software, (ii)assign, sublicense, lease, encumber, or otherwise transfer or attempt to transfer the Software
<br /> or any portion thereof, (iii) process or permit to be processed any data of any other party with the Software, (iv) alter,
<br /> maintain,enhance,disassemble,decompile, reverse engineer or otherwise modify the Software or allow any third party to do
<br /> so, (v)connect the Software to any products that we did not furnish or approve in writing,or(vi) ship,transfer, or export the
<br /> Software into any country,or use the Software in any manner prohibited by the export laws of the United States. We are not
<br /> liable with regard to any Software that you use in a prohibited manner.
<br /> Master Services Agreement-Page 1 of 9
<br /> ©SECURUS Technologies,Inc.-Proprietary&Confidential-Form 7.07 I _!J —,`
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