If AGREEMENT FOR AND SERVICES between THE ADMISTRATIVE OFFICE OF THE COURTS OF THE STATE OF WEST VIRGINIA and SERVICES, INC. This Agreement for Licensing and Services (the ?Agreemenf?) is made on this git day of June, 2016 but effective as of March 1, 2016 (?Effective Date?), between On?Line Information Services, Inc. an Alabama corporation whose principal business office is located at 4656 Airport Boulevard, Suite 200, Mobile, Alabama, 36608 and the Administrative Of?ce of the Supreme Court of West Virginia a state governmental entity, whose principal business of?ce is located at Capitol Complex, Building One, Room 13-100, Charlest0n, WV 25305-0830. RECITALS WHEREAS, OLIS entered into a contract with A0 for Licensing and Services dated July, 2013 and effective as of September 1, 2013 for development and implementation of an electronic ?ling system (e-?ling) for use in West Virginia Courts; a Public Access System to provide remote access to court data and images to subscribers; and for other services; and WHEREAS, OLIS and A0 modi?ed the contract for Licensing and Services by agreement effective as of September 1, 2015; and WHEREAS, OLIS entered into a contract with A0 for Development and Implementation of a Case Management System dated October 30, 2015; and WHEREAS, OLIS and A0 desire to terminate any and all prior agreements between them including but not limited to the Agreement for Licensing and Services dated July 2013 (and modi?ed on September 1, 2015) and the Agreement for Development and Implementation of a Case Management System dated October 30, 2015 and to enter into this Agreement including the Addendum attached; NOW THEREFORE, in consideration of the mutual promises contained herein, OLIS and A0 enter into the following Agreement and the Addendum attached. De?nitions The following terms, as used in this Agreement, are defined as follows: A0 Authorized Users. Court employees identi?ed to OLIS as approved by A0 to utilize the Licensed Software within the scope of the regular course of their job responsibilities and duties. A0 Authorized Users shall include those members of the public accessing those aspects of the Licensed Software made available for free via terminals provided by A0 adjacent to Clerk?s physical of?ces in designated courthouses, without charge. A0 Electronic Data (also, Data?). All electronic data, whether currently existing or created or collected hereafter, kept and maintained by the A0 in the normal course of business including, but not l'united to case management data and databases; court docmnent images, court document electronic datastreams and electronic images of documents ?led or scanned into electronic format and any and all metadata, reports and other information relatedto such documents or their images all of which shall be used by OLIS for no purpose other than as speci?ed herein; A0 or OLIS developed software and all source and object code related thereto; OLIS developed software and all Source Code and Object Code subject to a perpetual license to A0 for use in West Virginia Courts only; A0 internal and administrative records; and, any and all other electronically stored information, data, datastreams (as de?ned, supra) or court document images kept and maintained by the A0 in furtherance of its duties with regard to court ?lings for the State of West Virginia. Authorized Users. Attorneys, self-represented parties and other persons and entities who have been approved by the A0 for use of the Licensed Software, who have properly registered as WVFile Filers, Subscribers, Users, or one-time system users through Just One Look (as de?ned, supra), and who have agreed to be bound to the terms of the Filer Agreement governing Who or the Data Access System Subscriber Agreement governing or Just One Look, as the case may he. Business Days or Business Hours. Any day or Me in which the Court System is open for business and functioning as set forth in the Rules and Orders of the West Virginia Supreme Court of Appeals. Business Days include Mondays through Fridays and exclude weekeud days and any recognized Court holidays. Business Hours are as set forth in the Rules and Orders of the "West Virginia Sopreme Court of Appeals. Bulk Data Customers. Third Party Customers who desire access to large amounts ofAO data, including one-time access or access to data at regular intervals. Case Management System. The computer environment in which electronic data and court records are recorded, collected and managed. Currently each of the 55 counties in West Virginia has an individual case management system. The term includes the 55 individual OMS systems and the statewide system to be developed and implemented by OLIS. Case Number. The number assigned to each case ?led in a clerk?s of?ce appearing on each document ?led in a court case in a clerk?s o?ice and used as a case identi?er. Clerk?s Desktop. The OLIS software that enables Clerk and Clerk?s of?ce employees to manage cases electronically, for example, by providing the ability to manage a motion 2 queue and to docket orders, motions, service returns, and complaints. Clerk?s Of?ce. A Circuit Clerk?s O?ice in a West Virgirda county. Compiled Source Code (Object Code). Source code ?les are saved in a tom-based, bmnan?readable format, which can he opened and edited by programmers. In order for the code to be recognized andnul on a computer's CPU, itmust be converted from source code (a high-level language) into machine code (a low-level language). For purposes of this contract the converted source code is referredto as Compiled Source Code or Object Code. (See de?nition of Source Code, supra) That OLIS product comprising Clerk?s Desktop and Judge?s Desktop. Convenience Fee. A fee charged in addition to regular ?ling fees for e??ling with WVFile, Public Access Services and other services designated by A0. Without limiting the - generality of the prior sentence, the Convenience Fee refers specifically to a fee charged to the ?ier or subscriber for use of a credit card, debit card, ACH or other forms of payment approved by A0. Conventional Manner of Filing. The physical delivery and ?ling of paper documents with a court?s Clerk. Court Document. Any paper filed with a Clerk?s Of?ce, including but not limited to, . pleadings, pleas, motions, applications, requests, exhibits, briefs, memoranda of law, papers, or other instruments in paper or electronic form. Court Document Image. An electronic image of any Court Document, including an image of the court document recreated from a Court Document Electronic Datastream and presented on a computer display or printed on paper. Court Document Electronic Datastream. Binary data constituting court documents and from which an image of a court document may be created and displayed. The computer programs and services whereby A0 Authorized Users and Authorized Users and Special Authorized Users may electronically access, view, download, print and receive court data or documents from A0 electronic databases or systems. - Credit Card, Debit card and ACE Services. Services enabling payments to be received by A0 through an electronic payment system known as Way for e??ling with Wile, Public Access Services and such other third party payments as may be designated by A0, including payments received through Internet and Telephone IVR, and Clerk?s Desktop and kiosk based card readers for acceptance of credit cards, debit cards and ACH. Data Access System Subscriber Agreement The agreement presented to all Data Access Subscribers upon initial login and under which they agree to be bound as a condition of using the Data. Access System. The Data Access System Subscriber Agreement will be developed jointly by OLIS and A0. Data Conversion. The process by which OLIS will convert data from existing CMS systems in all 55 counties to the CMS system being developed and implemented by OLIS. Documentation. Documentation includes the documentation described and identi?ed in Section 6.6 below. E-filing or e?le. The act of using the WVFile system to ?le a document; An ?e-?ler? is - any person, including attorneys and self-represented litigants, registered and licensed to ?le court documents electronically. Embedded Third?Party Technology. Any third?party technology or proprietary right utilized in connection with the Licensed Software or obligations to A0 hereunder. End Users. Persons duly authorized to use the Licensed Software, whether as an A0 Authorized User, an Authorized User, a Special Authorized User, or a Subscriber. Enhanced Services Those services to be provided to Subscribers known as Attorney Tracker, Name Tracker and Case Tracker. Error. Any reproducible failure of the So?were to function in accordance with the Documentation or which otherwise impairs system functionality or data processing. P1 ERROR. means an error in the Software that causes all of Customer?s Authorized Users at a location or facility to be unable to access or use the E?ling or Case Management Systems, and for which no workaround is available. P2 ERROR. means an error in the Soitware that causes either some of Customer?s Authorized Users to be unable to access or use any of the critical functions of the Software, or (ii) some, but not all, of the critical functions of the Software to be inaccessible or non-functional for all of Customer?s Authorized Users at a location or facility, in either case where there is no workaround available. P3 ERROR. ?1?3 means an error in the Software that is not a P1 ERROR or a P2 ERROR. Filer Agreement. The agreement presented to all WVFile Subscribers upon initial login and under which they agree to be bound as a condition of using Mile The Filer Agreement will be developed jointly by OLIS and A0. Future Developed Software Application. A software application independent or distinct ?rom the Licensed Software that is developed by OLIS on or after the effective date hereof ct for the sole use or bene?t of A0 pursuant to a written agreement separate from this agreement. A Future Developed Software Application does not include enhancements, updates, patches, or other maintenance to the Licensed Software. Filing Fees. The statutory fees and charges charged to and collected from parties to court cases and collected by a Clerk?s O?ice. Judge?s Desktop. The OLIS software that enables Judges and staff to manage cases electronically including reviewing pleadings and entering orders electronically, for example, by providing the ability to manage a motion queue, to create, scan, and upload orders, and to manage and display dockets. Just One Look. The computer programs and services whereby the public may access limited public records as approved by A0 for a fee. Licensed Software. Those software programs, including the Case Management System being developed by OLIS for A0 and any ancillary programs necessary for the use thereof; the electronic ?ling system being developed for A0 and such programs provided as an online service, known as Wile, WWault, and Just One Look, as updated and enhanced ?'om time to time, and any ancillary programs necessary for the use thereof. Of?cial Court Record. The Of?cial Court Record as may be established by Supreme Court of Appeals Rule, which cinrently consists of both the physical, paper court documents ?led in clerks? of?ces and, when approved by West Virginia Supreme Court of Appeals rule, the electronic images of these court documents to he kept, maintained and preserved by the A0 in its o?icial case management system being developed concurrently with the e??ling system. For purposes of this Agreement, the o?icial electronic version of acourt document shall include all of the electronic data stored with or as a part of the electronic datash?eam created item the court document, including metadata maintained and stored with the document. Party. A person or other legal entity named as a plaintiff, defendant or other litigant in any case or proceeding. . Public Access Services. The combination of services provided under this agreement by which Authorized Users, A0 Authorized Users and Special Authorized Users may access, view, print or receive court data or documwts in electronic form. Public Access SoftWare. The computer programs and services including but not limited to by which Public Access Services are provided. Special Authorized Users. Bulk Data Customers, Web Services Customers and State Governmental entities other than A0 Authorized Users for whom special pricing arrangements are made by A0 for use of the Licensed Software, who have agreed to be bound to such terms and restrictions on usage as may be imposed by A0. Source Code. Computer programs, statements, or instructions, including scripts, queries, macros, stored procedures, or' other routines, nuitten in human?readable programming languagesrsometimes accompanied by English language comments and other programmer documentation. Subscriber. Persons or entities who have applied for and have been approved and registered for use of Wile or and have agreed to be bound to the terms of the Filer Agreement governing electronic ?lings andfor the Data Access System Subscriber Agreement. See the Authorized Usersi?, ?Authorized Users?, and ?Special Authorized Users? de?nitions above. System Documentation. Printed or written documents created by A0 or OLIS that describe or are intended to assist A0 Authorized Users and Authorized Users in using the services and data management systems provided to AD by OLIS under this Agreement. Updates. A change to the Licensed Software whether to correct errors or improve ?mctionality and shall include any patch, modi?cation, enhancement, or new release. Web Services Customers. Third Party Customers who request speci?c A0 Data over the internet that requires special programming in conjunction with the Licensed So?ware. Wile. The computer programs and services which allow litigants in West Virginia court cases to electronically file court documents with a clerk?s of?ce by means of an online computer transmission of the document in electronic form. WVFile also provides electronic service, or e?service, which is the electronic transmission of an image of a Court Document to a party, attorney or representative in a court case which ful?lls the service requirements of the West Virginia Rules of Court, including the West Virginia Rules of Civil Procedure, and which replaces the requirement of the physical delivery by mail or otherwise of apaper copy of the court document to aparty or the party?s attorney. Way. The computer programs and services through which payments due to the A0 may be electronically paid to and received by A0. See also the ?Credit Card, Debit Card and ACH Services? de?nition above. WWault. The computer programs comprising an electronic document management system by which images of court documents are electronically stored, retrieved and displayed. Terms of the Agreement Article 1. License and Ownership of the Licensed Software. 1.1. Ownership of Licensed Software. EXcept as otherwdse stated in Article 2 below, OLIS represents and warrants that it owns the Licensed So?ware, including the QC. . exclusive right to sell, license or transfer to others the Licensed Software and related processes used in operating Licensed Software; provided, however, that any such sale, license or transfer shall not interfere with or impede the full, unfettered utilization by the A0 of the Licensed Software (or any portion thereof). A0 shall have no proprietary or other rights in the Licensed SoftWare, except as stated in this Agreement. 1.2. License Granted. Subject to the terms and conditions of this Agreement, OLIS hereby grants to the A0 a perpetual, irrevocable, nonexclusive license to use, copy for use, and make available for use the Licensed Software, including without limitation for own operations, A0 Authorized Users, Authorized Users, Special Authorized Users, Subscribers, and Web Services Customers I The foregoing license shall include the right to make copies for testing, training, archival, and back-up purposes. 1.3. Rightto Grant License. OLIS represents and :warrants that it has the right to grant the AD the license in the Licensed Software set forth in Section 1.2 above. Article 2.-Embedded Third Party Technology. 2.1. Both A0 and OLIS maintain licenses for so?warethat is required to provide data to End Users. A0 and OLIS shall continue to maintain licenses that they currently maintain or purchase drn-ing the term of this Agreement for any Embedded Third Party Technology, including without limitation software, technology, or any other proprietary rights that are required for use and licensing of the Licensed Software or necessary to OLIS to perform obligations to A0 hereunder. OLIS represents and warrants that any such licenses are assignable without the consent of the licensor. Article 3. Future Developed Software Applications. 3.1 . Unless otherwise agreed to by the parties in a signed writing, OLIS shall own all Future Developed Software Applications including software to integrate the current UJA software into the OLIS CMS and Who. OLIS grants A0 an tmrestricted, nonexclusive, perpetual, fully paid-up license to use the Future Developed Software Applications' the software developed under this Agreement, and all updates and revisions thereto. A0 shall make no cemmercial use of the Future Developed Software Applications without OLIS's written censent. 3-2. Ownership of Background Technology: A0 acknowledges that OLIS owns or holds a license to use and sublicense various preexisting development tools, routines, subroutines and. other programs, data and materials that OLIS my include in the software developed under this Agreement. This material shall he referred to hereafter as "Background Technology." A0 agrees that OLIS shall retain any and all rights OLIS may have in the Background Technology. OLIS grants A0 an unrestricted, nonexclusive, perpetual, fully paidHup license to use the Backgrotmd Technology in the software developed under this Agreement, and all updates and revisions thereto. AO . shall make no commercial use of the Background Technology independent of its use within the software without OLIS's written consent. 3.3. OLIS shall not use any software, routines, tools, programs, data, material, or other intellectual property owned by any third party, including any former employer, for which OLIS does not have a written license expressly permitting the perpetual, royalty- free use thereof in further software development such as that contemplated under this Agreement Article 4. License and Ownership of A0 Data. 4.1. Ownership of A0 Data and O?icial Court Record. The A0 owns andfor controls and shall retain all right, title, and interest in and to. the Of?cial Court Record and A0 Data, regardless of whether the documents or data are in electronic or paper format. The A0 is the stateWide repository for the O?icial Court Record and A0 Data. A0 has the exclusive right to sell, grant access to, disseminate or otherwise provide A0 Data, including images of Court Documents. 4.2. License Granted. Subject to the Erma of this Agreement, the A0 hereby grants to OLIS, a non-exclusive, non?transferable, right and license to use, copy, transmit, and display the A0 data solely in connection with obligations under this . Agreement. OLIS shall not use A0 Data except as necessary to perform its obligations hereunder. Notwithstanding anything herein to the contrary, OLIS shall not use A0 Data in any manner contrary to the laws of West Virginia. 4.3. OLIS shall be the exclusive provider of A0 Data to Authorized Users and Special Authorized Users and Bulk Data Customers and Web Services Customers. Article 5. Responsibilitics. 5.1. Electronic Filing and Data Access. OLIS shall host, operate, support and maintain Way, and Just One Look. OLIS shall support and maintain WWault and WVFile. 5.2. Case Management System. OLIS shall continue to develop and inlplement a case management system for use in all 55 counties in West Virginia. Once implemented in 2 or more counties, OLIS shall integrate the county case management systems as they are implemented into one stateWide system to be hosted and maintained by A0 in Microso? Azure Cloud. 5.2.1 Data Conversion. Suhj ectto the provisions of Section 9.6, OLIS will convert the data from existing CMS systems in all 55 counties to the CMS system being developed by OLIS pursuantto this agreement. 5.3. System Hosting. OLIS shall provide hosting for Way, and Just One Look (which, for purposes of this section, shall be referred to as the ?Hosted So?ware?), including redundant back?up hosting capabilities, for Authorized Users. OLIS shall also provide temporary hosting for the CMS during development, including redundant back-up capabilities. 5.4. Hosting Service Levels. OLIS shall comply with the following service level agreement: 5.4.1. OLIS shall use commercially reasonable efforts to insure that the Hosted SoftWare shall be available to all Subscribers at all times, Meaty-four (24) hours per day, seven (7) days per week, and three hundred and sixty??ve (365) days per year, subject to Scheduled Maintenance. OLIS will use commercially reasonable efforts to assist A0 in obtaining a separate Service Level Agreement from Microsoft Azure Cloud, the hosting provider. 5.4.2. ?Scheduled Maintenance? means any planned maintenance by OLIS that might cause the Hosted Software to be unavailable to A0 or End Users. DLIS shall not perform Scheduled Maintenance between the hours of 7:00 AM and 10:00 PM Eastern Time on Court business days. 0LIS shall notify A0 by email at least 3 business days in advance of any Scheduled Maintenance. 5.5 OLIS Backup data. Backup of the A0 Case Management System data is the responsibility of A0. To the extent that OLIS maintains any copies of the A0 Case Management System data (and A0 acknowledges that OLIS has no obligation or responsibility to maintain any copies), it will make that data available to A0 in OLIS format to the extent it is maintained by OLIS in the normal course of its business on request of A0. OLIS does not warrant the availability or condition of any backup data. 5.6 Limitation of access to WVFile and OLIS shall limit electronic ?ling, electronic access and all services offered or that may be provided pursuant to this Agreement to Authorized Users, A0 Authorized Users and Special Authorized Users; OLIS shall provide such data to Bulk Data Customers and Web Services Customers as A0 may direct. 5.7 Collection of fees, ?nes, etc. OLIS shall, as a limited agent of the A0, collect all subscription charges, access fees, ?ling fees, ?nes and other payments of money, paid through or in connection with the Licensed Software, due to the A0, Circuit Clerk?s and the State of West Virginia permitted or required by law or court rule. shall notify A0 of new customers added and of customer terminations within ?fteen (15) days of the end of each calendar month. OLIS shall make good faith efforts to insure that all customer accounts are paid current and shall be responsible to A0 for full payment of all accounts reported to A0 as active, net of any service fee due OLIS as set forth in Articles 6 and 7 hereof. 5.3 Record of Access. During the term of this Agreement, OLIS shall implement a secure and e?ective means of authenticating the source of transmission of each document ?led using any part the Licensed Software and shall maintain records of the same, including the date and time of such transmission. OLIS shall provide A0 copies of or access to such records upon request. 5.9 Exclusion of Unauthorized Filings. OLIS shall provide to A0 and shall utilize a means to identify and exclude from entry or ?ling' mm WVFile, or any other part of the Licensed So?ware, documents that are not authorized to be ?led electronically,_ which documents A0 shall identify to OLIS at writing from time to time. 5.10 Services Assistance. OLIS shall allow A0 use, without any charge or fee, of Clerk?s Desktop, Judge? Desktop and W?mdows?based products. OLIS provides additional third party services to its customers which services currently include ?Attorney Tracker?, ?Case Tracker? and ?Name Tracker?. OLIS shall make these services available to A0 Authorized Users, without any charge or fee, to A0. OLIS may make these services available to Authorized Users and other Subscribers for such fees as OLIS shall determine, with the fees derived therefrom to be collected and retained solely by OLIS. 5.11 Source Code and Object Code. OLIS shall maintain full and complete Source Code and Object Code to the Licensed Software and shall utilize version control and tracking software to be approved by A0 in its reasonable discretion in connection with the development of the Licensed Software. Subject to the provisions of this_Section 5.11, which AO acknowledges and agrees prohibit the use of the Source Code and Object Code by A0 except in limited circumstances, OLIS shall deliver to A0 all Source Code and Object Code for the Licensed Software necessary to compile, build, or otherwise create a complete production (executable) installation of the Licensed So?ware from the Source Code and Object Code. Without limitation, such delivery shall include any and all make ?les, build ?les, link: ?les, libraries,_or other code or routine helpihl or necessary to the foregoing. A0 agrees that the cost of third party so?ware libraries necessary to compile the Source Code and Object Code will be at expense. Delivery shall be accomplished by providing an electronic copy of all Source Code and Object Code to A0 or agent (the ?Agent? for this purpose. A0 and the Agent shall maintain the Source Code and Object Code in a secure environment. AO shall identify to OLIS in writing the Agent within thirty (3 0) days of the Effeutive Date of this Agreement, and OLIS shall deliver the Source Code to such Agent within thirty (30) days thereaiter. AOC may identify a new Agent to OLIS ?'om time to time, as may be necessary. The Agent may test and verify the Source Code and Object Code delivered to it. The Source Code and Object Code may be used by A0, and only by A0, upon the occurrence of any of the conditions set forth' 1n Section 15. 5 .5. Should the Source Code and Object Code be used by. A0 as permitted by this Agreement, A0 shall maintain it in a secure environment and may use it solely in connection with the judicial system of the State of West Virginia and for providing the Licensed Software to End Users. In addition, Speci?cally limited to the CMS software, upon payment of the amount set forth in paragraph 15 .2 OLIS shall fully transfer ownership of a physical or electronic copy of the West Virginia Source Code to A0 along a continual and perpetual license to use the CMS software and Source Code. A0 shall only use the CMS software and Source Code" 1n West Virginia in and for the support of the West Virginia courts. OLIS shall maintain sole ownership of the copyright and to the CMS so?ware and Source Code and shall have unrestricted use 10 of the CMS software and Source Code for whatever purposes OLIS deems appropriate including but not limited to sale or license to other courts and entities. 5.12 Statement Regarding Source Code and-Object Code. A0 recognizes that Way and Just One Look are services that use software in addition to the efforts of personnel to perform their functions. By agreeing to provide and providing Source Code and Object Code to hereunder, OLIS makes no guarantee or covenant that A0, or its personnel, can serve as a replacement or substitute for OLIS, and the services OLIS provides, in connection with and Just One Look. To the extent that A0 modi?es any Source Code or Object Code, OLIS has no responsibility for the effect of any modi?cations on the performance of the Licensed Software, and any such modi?cations shall void any warranty given by OLIS for the Licensed Software. Article 6. Security. 6-1. OLIS is responsible for maintaining the security of A0 Data, user names, and passwords (including user names and passwords for End Users) that are under the control of OLIS or stored in its systems, for the security of its information systems used to access the Licensed Software, and for its employees and contractors compliance with the terms of this Agreement. The A0 has the right at any time to terminate access to any user if the A0 reasonably believes that such termination is necessary to preserve the security, integrity, or accessibility of the A0 Data or the Of?cial Court Record. 6.2. OLIS shall implement commercially reasonable security measures. 6.3. 0LIS shall notify A0 of any security breach, data compromise, network attack, hack, or other intrusion into its data systems or network; provided, however, . A0 recognizes that OLIS is a software developer and services provider and does not represent that it has special exPertise in the areas of computer or network security. 6.4. In all areas and in all practices not addressed by more speci?c requirements herein, OLIS and A0 shall use reasonable efforts, in accordance with general industry standards, to secure and to preserve the security and integrity of the data and documents transmitted, processed, or stored in or through the Licensed Software or the Case Management System. 6.5. Quality Control. OLIS shall test its systems to ensure that its services are functioning properly. OLIS shall perform a quality assurance process prior to the release of any Update to the Licensed Software (or affected portion thereof) to ensure that such Update flmotions as intended and does not introduce defects into the Licensed Software. 6.6 Documentation. OLIS shall create, maintain, and update without charge, the following documentation for the Licensed Software and OHS-generated services: 11 6.6.1 OLIS documents its Source Code and Object Code ?les with programming notes housed in Team Virtual Studio. OLIS shall deliver the Programming Notes to A0 on the same schedule and to the same Agent as provided for delivery of the Source Code and Object Code pursuant to Section 5.12 hereof. 6.6.2 Online Help for Authorized Users.? Comprehensive online user manual and help ?les, with complete table of contents, search features, and indices, available directly to the user of any application or portal included within the Licensed Software. - 6.6.3 API and Interface Guides. OLIS shall provide to A0 guides which shall identify system architecture'of the Licensed Software; hardware and third-party so?ware requirements; system dependencies on other systems, services and data sources- 6.7 Testing. Unless otherwise authorized by the A0, before releasing any new release of the Licensed Software for general use by End Users, OLIS shall make such new release aVailable on a limited basis to an identi?ed group of testers (generally users with a speci?c county or small number of counties or end users), who have voluntarily and knowingly agreed to test such new release and provide defect identi?cation and other feedback to OLIS (the foregoing procedure referred to' as ?Beta Testing?). OLIS shall correct all P1 or P2 Errors (as defined, supra) identi?ed by Beta Testing before releasing the new release to End Users beyond the Beta Test sites. Upon request by A0, OLIS shall provide a listing of all Errors identi?ed and corrected by Beta Testing. Article 7. Training. 7.1. A0 Authorized Users and Spmial Authorized Users. OLIS and the A0 shall develop programs for user training and documentation for all A0 Authorized Users and peeial Authorized Users. Training will be conducted by A0 at its expense. 7.2. Authorized Users. OLIS and the AD shall develop programs for conducting public training sessions designed to train and familiarize Authorized Users with the Services as reasonably agreed to by OLIS and the A0. The number and frequency of these training sessions shall be adequate to provide potential users with a reasonable opportunity to learn about using the Services. Training will be conducted by A0 at its expense. Article 8. Support and Maintenance. 8.1. Help Desk. A0 shall have primary help desk and support responsibility for A0 Authorized Users and Authorized Users (the ?Help Desk?), and with that primary responsibility will be responsible for providing access infonnation to A0 Users and Authorized Users for purposes of contacting the AO-operated Help Desk 1 12 and respondingto issues from A0 Authorized Users and Authorized Users. OLIS shall assist A0 in setting up Help Desk functionality and will be available to assist A0 Help Desk employees solve ?rnctionality issues from 8:30 to 5:30 Eastern Time on each business day during the term of this Agreement. In connection with the Public Access Services, OLIS shall provide without additional charge Help Desk assistance to A0 Authorized Users accessible via telephone and internet from 3:30 AM to 5:30 PM Eastern Time on each business day during the term of this Agreement. A0 may obtain after-hours support by calling the OLIS help desk and paging the on?call support personnel. 3.2. Updates. During the term of this Agreement orrs shall offer to A0 all Updates of the Licensed Software at no charge. 8.3. Response Times. Inthe event of a P1 or P2 Error, OLIS shall provide a preliminary response to A0 within two business hours of its awareness of the Error, and shall provide updates to the A0 every two hours during each business day until the Eiror is resolved. In the event of a P3 Error, OLIS shall provide a preliminary response to A0 within one business day of its awareness of the P3 Error, and shall use reasonable efforts to provide updates once every week until the P3 Error is resolved. 8.4. Error Correction Times. OLIS shall correct all Errors, as follows. For P1 Errors, OLIS shall correct the Pl Error or provide a reasonable workaround within 1 business day of its awareness of the P1 Error. For P2 Errors, OLIS shall correct the P2 Error or provide a reasonable workaround within 2 business days of its awareness of the P2 Error. OLIS shall correct a material P3 Error or provide a reasonable workaround within 90 days of its awareness of the P3 Error. The A0 shall provide such access, information, and support as OLIS may reasonably require in the process of resolving any Error. Article 9. A0 Responsibilities. 9.1. Hosting. A0 shall host the CMS once implemented in 2 or more counties in Microsoft Azure Cloud A0 shall also host WVFile and Wash. A0 shall bear all expenses associated with providing the hardware, softWare, storage, network connectivity, and Internet comrectivity for such systems including but not limited to expenses related to the Microsoft Azure Cloud which is the platform that will be used for hosting and storage of CMS and the data and images for Who and WWault. OLIS will assist A0 in management of Microsoft Azure Cloud. 9.2. A0 Personnel. The A0 is responsible for designating a Project Manager who will provide OLIS with a main contact point throughout the term of this Agreement. Upon reasonable notice by OLIS, the A0 shall malts available knowledgeable representatives of its administrative, operational and technical sta? to assist OLIS as needed in the ongoing development, maintenance and operation of the Licensed So?Ware and Services covered by this Agreement. 13 9.3. A0 Equipment and Connectivity. Except as otherwise provided herein, A0 shall provide, at its expense, any equipment andfor network' services required for its employees to access and use the Services covered by this Agreement. A0 shall also provide, at its expense, equipment and network services required for OLIS to access the A0 Network. 9.4. A0 Information and Data. Subject to the terms of this Agreement, the AD will provide OLIS with such A0 data, access to the current case management systems, technical infonnation, and other information necessary for OLIS to perform its duties as described herein. 9.5. Electronic Version of the Of?cial Court Record. A0 shall be responsible for storing, maintaining and preserving the electronic version of the O?icial Court Record. 9.6. Obligation to Secure Releases. A0 acknowledges that there are at least 3 existing vendors providing CMS for West Virginia counties, including but not limited to Software Systems, Inc. and Software Computer Group Incorporated. OLIS must have access to the data and associated schema in current OMS systems in orderto convert to the new CMS. A0 shall obtain and provide to OLIS an Order from the Supreme Court of Appeals of West Virginia clarifying that ownership of court data and court order books are the property of A0 and sit?icient to permit OLIS to access and comfort the data in existing CMS systems. A0 will indemnify and hold OLIS harmless for any claims from existing vendors related to OLIS access, use or conversion of data or images provided to OLIS by A0. Article Subscriber Agreements for Public Access System. 10.1- Limited Agency for Subscriptions. OLIS, acting as a limited agent of A0, shall require each Subscriber to enter into a Filing System Agreement or a Data Access System Agreement, as the case may be, which agreement shall be presented to each Subscriber upon initial login. 10-2- A0 Approval of Subscribers. A0 shall have the rightto reject any applicant for Filing System Agreement or a Data Access System Agreement. A0 shall have the right to review, revise, and approve the form, terms and conditions, including the price and types of services provided under the Filing Systeui Agreement or Data Access System Agreement. These agreements shall speci?cally include a provision requiring subscribers to abide by any and all rules relating to subscribers promulgated or apprOVed by the A0. Article Fees for Public Access System. 11.1. Enemp?on. Except as otherwise provided for in this Agreement, OLIS shall not charge or collect horn the A0, nor any court of?cial or entity, nor any A0 Aumorized User, any fees, costs or expenses of any type arising from or out of the provision of any service described or covered by this Agreement. 14 1 1 .2. Collection of Filing Fees. OLIS shall be responsible for collecting and reuniting to the Clerks? Offices and to the A0 all stamtory ?ling fees, as identi?ed by the A0, and any other fees customarily collected by Clerk?s Of?ces andl?or A0 in connection with or related to any ?ling of any document with a Clerk?s Of?ce. 11-3. A0 Convenience Fees. For each ?ling for which a court cost or fee is charged, OLIS shall charge and collect and retain from Amhorized Users a Convenience Fee equal to 4% of the amount of payments made through Way or other forms of electronic transmission of payments, but at least a minimum charge of $1.00 per transaction. For all charges incurred in connection with the facilitation of the electronic payment of such fees, including but not being limited to charges made by banks or ?nancial services entities, OLIS shall be solely responsible for payment of such charges made by banks, ?nancial institutions or other third parties that facilitate such payments. A0 shall not be entitled to any revenues derived from Convenience Fees. 11.4. Charge Backs. OLIS shall be entitledto charge hack to A0 any credit or debit charge credits or ACH credits which are later reversed by the credit card or debit card or ACI-I Company. 11.5. Fee Transmittal. The subscription fees charged by A0 to Authorized Users and Special Authorized Users as directed by A0 will be invoiced by OLIS and paid to A0 at such times and in the manner as directed by A0. 1 1.6. Fee Reporting. OLIS shall transmit the fees and other moneys collected by OLIS for the Circuit Clerks? offices of the state, and coincident therewith shall provide written reports to the Circuit Clerks? of?ces verifying and identifying the categories, amounts and sources of these ?mds. Article 12. Fees to OLIS for Software and Services. 12.1. eFiling. It is the intent of OLIS and A0 that e??ling shall be free to Authorized Users with the exception of the 4% Convenience Fee on ?lings that require payment of a court cost or fee and any surcharge that may be added by A0.. For the term of this Agreement, A0 shall pay OLIS fee of $35,000, payable on or before the ?rst day of each month during the Term and any Renewal Team, for the development, deployment, operation and maintenance of Who. 12.2. CMS. OHS shall bear its own expense for development and implementation of CMS for A0- A0 shall pay OLIS a one time payment of $5,000 per county for conversion of data from the existing 55 OMS systems operated by each of the 55 West Virginia counties to the new OMS being developed pursuant to this agreement. After conversion of the ?rst 20 counties, the parties will review the conversion fee and may by mutual agreement revise the conversion fee based on the time required to perform the conversions. Each conversion fee is payable to OLIS on the ?rst day of the ?rst month following implementation of CMS and acceptance by A0 with reapect to each 15 county converted. After 10 counties are accepted by A0 and payments are to begin pursuant to this paragraph, OLIS will invoice A0 a total charge of $1500 per county for the license and maintenance of the Licensed Software. Of the $1500 payment, $1,000 shall be designated for license of the software and $500 shall be designated for maintenance of the software. Those per county payments will commence on the ?rst day of the ?rst month following iroplementation by OLIS and acceptance by A0 of CMS in a total of 10 counties (where the counties slated for implementation are designated by A0). As additional counties beyond the ?rst 10 counties hnplement the CMS, the $1,500 per month per county charge will be applied to each cotmty, beginning on the ?rst day of the ?rst month following hnplementation by 01.18 and acceptance by A0 with respect to each additional county (up to the 5 5 total counties}. The expectation of OLIS andAO is thatupon full implementation of CMS in all 55 counties the total payment for CMS from A0 to OLIS for the remainder of the Term (and any Renewal Term) will be $32,500 per month ($15 00 55). For purposes of this Agreement, A0 will be deemed to have ?accepted? the Licensed Software with respect to a county upon the earlier to occur of: written noti?cation of acceptance of the Licensed Software; or the cutover date with respectto each county that is agreed to between A0 and OLIS. ?Use of the Licensed Software in a ?live? environment? means o??ering the ?mctionality of the Licensed Software to Authorized Users and use of that ?mctionality for E-?ling, use of Public Access Services to file or review materials in the CMS, or otherwise. OLIS andAO agree to defer obligation to pay the maintenance fee component 0) of the $1500 total payment for each county implementing the CMS, and accrue the maintenance fea component amount, until the revenues to OLIS and A0 paid by Authorized Users, Subscribers, users of Public Access Services and all other revenues ?-om third parties (excluding Filing Fees and fees for Tracking Services set forth inparagraph 5.11) are at a level that offsets the license fee component ($1000) of the $1500 total payment for each county implementing the CMS. To implement section OLIS and A0 agree to the following with respect to the revenues to OLIS and A0 paid by Authorized Users, users of Public Access Services and all other third parties: Until such time as revenues from the Authorized Users, Subscribers, users of Public Access Services and all other revenues from third parties (excluding Filing Fees and fees for Tracking Services set forth in paragraph 5.11) exceed the total $1500 per month per county payment, those revenues will be ?rst credited against the $1000 per county license fee component of the payment, and with any remainder credited against the accrued $500 per county maintenance fee component. 801er by way of example, if in a month where 10 counties have implemented the CMS, $6000 in those revenues are received, then A0 will owe OLIS the net amount of $4000 ($10,000 in license fee charges for 10 counties, less $6000 in those revenues). However, the maintenance fee component ($5000 per month for 10 counties in this example) will continue to accrue. 16 By further example, if in a month where 10 counties have implemented the CMS, $11,000 in those revenues are received, then those revenues are suf?cient to o??set all the license fee component of the payment and OLIS will credit the remaining $1000 ($11,000 in those revenues, less $10,000 in license fees due and payable) against the accrued maintenance fee component (accruing at $5000 per month where 10 counties have implemented the CMS). In the ?rther example, if at that time, maintenance fees of $50,000 have accrued, after crediting the $1000, the new accrued maintenance fee total will be $49,000, and will be subject to addition of additional accrued amormts in later months. As set forth in Section 12.3 below, at the point at which revenues from Authorized Users, Subscribers, users of Public Access Services and all other reVenues from third parties (excluding Filing Fees and fees for Tracking Services set forth in paragraph 5.11) exceed the total $1500 per month per county license and maintenance fee, and in addition all accrued maintenance fees have been fully paid by crediting those rev??ues to the accrued maintenance fee total, A0 and OLIS will split those revenues on a 50%- 50% basis. 1 3.2. 12.3. Public Access Subject to the provisions of paragraph 12.2 and 12.4 herein, once deployed, OLIS shall be entitled to retain Fifty Percent of all fees, compensation and revenues received from and A0 shall retain Fifty Percent of such fees, compensation and revenues including revenues ?om subscriptions for and sale of images described in paragraph 13 herein. 12.4. O?set of Public Access Revenues. It is expected that revenues from subscriptions and image sales will eventually be sufficient to fully o?ct the payments to 01.18 and generate revenue for A0 and over and above the payments to OLIS set forth in paragraphs 12.1 and 12.2 herein. Upon the occurrence of the event detailed in Section the payments to OLIS set forth in paragraphs 12.1 and 12.2 herein will be o?set by 100% of revenues generated ?om subscriptions and sale of images. Revenues ??om Authorized Users, Subscribers, users of Public Access Services and all other revenues from third parties (excluding Filing Fees) will be split between A0 and OLIS as set forth in paragraph 12.3 once the required payments in paragraphs 12.1 and 12.2 have been paid. Such revenues shall be ?rst applied to satisfy payments required in paragraph 12.1. 12.5. Additional Programming and Services. It is contemplated that At) may want OLIS to integrate the mdsting UJA Magistrate Court CMS system with the OLIS developed CMS and Wile. A0 may also need additional pro gramming services not covered by this agreement. In such event, A0 and 01.13 shall agree upon appropriate compensation to OLIS for the additional programming and services. 12-6. OLIS shall keep in accordance with generally accepted accounting principles accurate, complete, and up?toudate records, ?les and books of account containing such data as reasonably necessary for computation and veri?cation of the fees to be paid to 17 A0, and the information to be given in the statements herein provided for. Upon reasonable notice, OLIS shall permit any independent certi?ed public accountant or other quali?ed person, appointed by A0 and reasonably acceptable to the OLIS, to inspect the records, ?les and books of account to the extent reasonably necessary to establish the accuracy of the accounting thereunder, and any such inspection shall be made at OLIS's facilities during normal business hours within four years following the end of the calendar year involved Ifnot made within such time the right to make such inspection shall be deemed waived. Acceptance by OLIS of AO's independent certi?ed public accountant or other quali?ed person shall not be withheld without good reason. The cost of any inspection shall- be borne by A0. Article 13. Pricing and charges to subscribers and other users. 13.1. The initial pricing and schedule of fees for the services and subscriptions to he charged to Authorized Users, Special Authorized Users, Bulk Data Customers and Web Services Customers will be set by the A0. A0 may change the amounts to be charged to users from time to time by written notice to OLIS. OLIS shall implement the changes after providing the notice required by contract to End Users. In the event o?ier programs or applications are deVeloped by OLIS using A0 data where fees are charged to Authorized Users, Special Authorized Users, Bulk Data Customers or Web Services Customers, OLIS shall be paid fees to be negotiated on a. casehby-case basis. 13.2. Other Fees. 13 .2.1. Subscription Fees. OLIS will make available through com subscription packages for the purchase of images of court documents, each image representing a single page of a document. Subscribers will pay a subscription fee for each package. Each package will include unlimited access to images for those cases in which the subscriber is an attorney of record, and a speci?c allotmentof images from other cases. 13.2.2. Actual Usage Charges. For purposes of this section, ?Actual Usage? refers to a subscriber?s dow?oadiug of images edict than those in which the subscriber is an attorney of record. There will be no additional charge for a subscriber?s Actual Usage within the allotment included in the subscriber?s subscription. In the event a subscriber?s Actual Usage exceeds the allotrnent included in the subscriber's package, the subscriber will he charged an additional fee for each page of such Actual Usage. 13.2.3. Revenues generated from the sale of images, including subscription fees and charges for Actual Usage, shall be divided NZ to A0 and 112m OLIS. 13.3- Otherthan the Tracking Services set forth in paragraph 5.11, any and all revenues that involve any use of A0 Data will be considered a part of this Agreement and the revenues therefrom shall be subject to the payment provisions in article 12 above; provided, however, that OLIS may provide other services to persons, ?nns or 18 corporations, who may also be Subscribers, Authorized Users, or Special Authorized Users, that do not involve use of A0 Data. OLIS is entitled to' all revenues from services that do not draw from A0 data sources. 1 3-4. Revenue Reporting. OLIS shall provide summary billing reports to A0 in form and at such times as A0 may direct. 13.5. Intellectual Property In?ingement. With the exception of current CMS vendors, OLIS will defend, indemnify and hold the A0 harmless horn and against any less, cost and expense that the A0 incurs because of a claim or allegation that use of a the Licensed Software infringes any United States copyright, United States trademark, trade secret under state and federal law, and United States patent (collectively, an ?Intellectual Property Claim"). obligations under this indemni?cation are expressly conditioned on the following: the A0 must notify OLIS of any such claim; (ii) the A0 must in writing grant OLIS primary control of the defense of any such claim and of negotiations for its settlement or compromise, such settlement or compromise being subject to the requirements of parts (A), (B), and (C) of this section (if the A0 chooses to represent its own interests in any such actionits own echnse, but such representation must not prejudice right to control the defense of the claim and negotiate its settlement. or compromise); the A0 must reasonably cooperate with OLIS to facilitate the settlement or defense of such claim. Ifany part of the Licensed Software is, or in opinion is likely to become, the subject of an Intellectual Property Claim, then 0LIS, at its sole expense, will either: (A) obtain for the A0 the right to continue using the Licensed Software under the terms of this License Agreement; (B) replace the a?ected part of the Licensed Software with products that are substantially equivalent in ?mction, or (C) modify the Licensed Software so that it becomes non?in?inging and substantially equivalent in function. Article 14. Warranties Indemnities and Limitations. 14.1. OLIS warrants that the Licensed So?ware will substantially conform to the user manual developed no later than the implementation of the Licensed Software in all 5 5 counties and will perform substantially in accordance with its speci?cation during the Tom and any Renewal Term, following the date of acceptance of the Licensed Software by A0 with respect to each county implementing the Licensed Software. 14.2 OLIS Warrants the accuracy of its transmission of Court Documents, Court Document Images, Court Document Datastreams, and other data or information stored or transmitted using the Licensed Software, such that the content of such data or information as transmitted by OLIS shall be the same as the content of the data or information before transmission. OLIS does not otherwise warrant the accuracy of content of data or information stored or transmitted using the Licensed Software. 14.3 EXCEPT AS EXPRESSLY PROVIDED 1N THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OR ANY SERVICE OR LICENSED 19 SOFTWARE AND ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, ALL OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL WARRANTIES AS TO TI-IEACCURACY, ADEQUACY OR COWLETENESS OF THE INFORMATION AS MADE AVAEABLE THROUGH THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. OLIS DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 14.4 In no event shall either party (including their respective employees, of?cers, agents and af?liates) be liable for special, indirect, incidental or consequential damages arising under or in connection with this Agreement, or the perfonnanee of, or failure to perform, any obligations hereunder, whether in contract, warranty, negligence, tort, strict liability or otherwise, even if such party was aware of the possibility of such darnages; provided however that the foregoing shall not apply in the case of willful misconduct or gross negligence. 14.5 Embedded Third?Party Technology. The warranties, obligations and liabilities of OLIS and the remedies with respect to any Embedded Third-Party Technology will be limited to that recourse available against the third party provider of such Embedded Third? -Party Technology as provided in a. valid license agreement between OLIS and such third party a list of embedded third-party software utilized by one shall be provided to A0 within 30 days of the date hereof. 14.6 Exclusive Remedies. For any breach of the warranties set forth in this Article 14, entire liability and sole and exclusive remedy will be the reasonable timely correction of the problems or Errors causing the breach of warranty; provided, however, that this warranty shall apply only if the A0 documents such error inw?ting to OLIS within sixty (60) days following the occurrence of such error. 14. 7 No Injunctive Relief. Acknowledging the irnportance of the use of Licensed Software to the judicial system of the State of West Virginia, OLIS hereby waives any right to pursue or obtain 11]] unctive relief of any kind that would unpair or prevent the A0 or any End User from using any part of the Licensed Software. OLIS covenants and agrees that it shall not in any court action or litigation of any kind seek such injunctive relief. Article 15. Term and Termination. 15.1. Term. The term of this Agreement, including the Addendum attached hereto (?Term?) shall begin on the E?ective Date ?rst stated above and shall continue for a period often (10) years. A0 shall have the option to extend this contract on the same terms and conditions set forth herein for an additional ?ve?year can (a ?Renewal rm?) by giving notice to OLIS at least 6 months prior to the end of the initial 10 year term. 15.2 Termination for breach. In the event that either party wishes to terminate this Agreement due to a material breach of any term, condition, or provision of this Agreement by the other party, the non-breaching party shall provide written noti?cation of the reason or reasons therefore with termination becoming effective upon the sixtietb day following the breaching party?s receipt of such noti?cation; provided, that if the breaching party has cured such breach before the end of such sixty (60) day period, this Agreement shall continue in full force and effect. 15.3 Other Termination. A0 may terminate this Agreement forthwith upon any of the following conditions: 15.3.1 Entry of an order for relief for 01.18 under Chapter 7 (liquidation) or Chapter 11 (reorganization) of the United States Bankruptcy Code; 15.3.2 The making by OLIS of a general assignment for the bene?t of creditors; 15.3.3 The appointment of a general receiver or trustee in bankruptcy ?for OLIS's business or property; 15.3.4 Action by OLIS under any state insolvency or similar law for the purpose of its bankruptcy, reorganization or liquidation. 15.4 Notice of Non-renewal. Ifeither party desires not to renew this Agreement at the end of the ?rst Term, then such party shall provide notice in writing of such intent not to renew to the other party at least six months prior to the end of the first Term. 15.5Eft?ect of Termination or ExPiration. Upon termination or expiration of the Term or a Renewal Term, the parties? obligations under this Agreement shall cease, except as follows: 15.5.] The parties? respective obligations under Article 14 shall remain in full force and effect. 15.5.2 OLIS shall provide or make available to A0, but in no event later than thirty (30) days after termination, electronic copies of all publicly ?led Court Documents, Datastreams, A0 Data, and such information related to the Court which are available on or through the Licensed Software, or any OLIS system. 15.5.3 Discontinuance of Receipt of Data. Upon termination or expiration of this Agreement, OLIS will immediately discontinue receiving new A0 data except as may be necessary to provide any negotiated transition. 15.5 .4 End User Contact Information and Electronic Mail Addresses. Within thirty (30) days after the termination of this Agreement, OLIS shall provide the A0 with a list, in paper and usable electronic format as reasonably speci?ed by 21 the A0, containing the contact information including name, address, telephone number, and most current electronic mailing address for each End User. 15.5.5 Source Code and Object Code. If: OLIS elects not to renew the Agreement upon expiration of the Initial Term or upon expiration of the Renewal Term; or the Agreement terminates pursuant to Section 15.3, then OLIS shall grant, and upon the occurrence of either such event does hereby grant to'AO a perpetual, non?exclusive right to use, reproduce, modify, and adapt the Source Code and Object Code, and will butinno event later than thirty (30) days after such expiration, provide or make available to A0, the most recent version of the Source Code and Object Code of the Licensed Software; provided, however, A0 shall not disclose, license, sell, assign, or transfer its interest in the Source Code or Object Code to any third party and shall use the Source Code ,and Object Code solely in connection with the judicial system of the State of West Virginia. 15.15 Termination of Rights in and to A0 data, documents, etc. OLIS, shall during the term of this Agreement and any renewals thereof. have access to and possess court documents and other written records, both those to which the public has a right of access and those that it does not; ?ddler, during the term of this Agreement, OLIS may have and maintain copies or images and data derived or extracted from these court documents and records stored in its databases. For all such copies, images and data, OLIS agrees not to reproduce, disseminate, sell, barter, trade or otherwise transfer to another any such copies, images or data other than through and pursuant to the terms of this Agreement. 15.7r Minimum Obligations of OLIS to Assist with Transition. In the event A0 is entitled to the Source Code and Object Code under this Agreement, OLIS shall cooperate with AG in good faith to transition the bee?ng-operation, and maintenance of the Way, and Just One Look to A0. 15.8 Obligations of the parties at End of Term. In the event of termination or at expiration, the parties shall cooperate completely and in good faith to make sure that the judicial system, the Licensed Sc?ware, and other matters contained in this agreement operate e?iciently, economically, and without interruption, even if the parties have a disagreement, dispute, or claim (?Dispute?) at the time of termination or expiration. Such cooperation and uninterrupted operation shall continue through the pendency of any such Dispute. To the extent that compliance with the foregoing requires continued operation of the Licensed Software by OLIS beyondthe end of term, OLIS shall continue to collect and disburse monies and shall continue to be compensated, in accordance with this Agreement. In the event the parties are unable to resolve informally any Dispute at termination or expiration within ten (10) business days of written notice by either party that a Dispute exists, then such disagreement or dispute is to be immediately arbitrated, as set forth in Article 17. 22 Article 16. Assignment and Change of Control 16.1. De?nitions. An ?Asaigmnent? shall include any, sale,'transfer, conveyance, or assignment of an interest, obligation, or right under this Agreement. A ?Change of Control? of OLIS shall include a sale of stock, merger, sale of substantially all of its assets, or other action resulting in the current principals of OLIS, individually or any combination thereof, no longer having authority to control the day?to?day operations of OLIS. 16.2. Covenant to Assist. In the event of an Assignment or Change of Control, the principals of OLIS, to the extent desired by any such assignee or successor of OLIS and on such terms as the principals of OLIS and the assignee or successor may agree, hereby agree to work for and generally be available to the assignee or successor of OLIS, as the case may be, in the capacity of contractor, consultant, or employee in order to ensure that the quality of software, services, and support provided by OLIS to A0 hereunder does not diminish when assumed by such successor. This obligation shall not exceed a period of one year. 16.3. The provisions of this Article 16 shall insure to the bene?t of A0 and shall be binding upon any successor to OLIS as a condition of the Assignment of this Agreement to such successor. Any purported Assignment not in compliance with this . Section shall be null and void. Article 17. Dispute Resolution. Dispute Resolution. All disputes or claims arising under this Agreement CDisputes?) shall be resolved in accordance with the laws of West Virginia without reference to principles of con?icts of law. 17.2 Iniunctive Relief. Subject to 111a provisions of paragraph 14.7, nothing contained in this Section shall limit or delay the right of either party to seek injunctive relief ?'om a court of competent jurisdiction to protect any intellectual property right or con?dential information, whether or not such party has pursued informal resolution or arbitration in accordance with this Section. Article 18. Con?dentiality and Protection of Licensed Software and A0 Data. 18.1. Obligations of Con?dentiality. To the extent permitted by applicable law, each party to this Agreement agrees to treat and consider any data, software, processes or other information designated in writing and, where practicable, conspicuously marked as ?Con?dential? by either party as strictly con?dential and, absent express written consent signed by the party designating the data, so?ware, processes or other information as ?Con?dential,? agrees not to disclose or divulge the same to others. - 16.2. Protection of Rights in the Licensed Software. The A0 will not infringe or violate, and will take appropriate steps and precautions for the protection of 23 proprietary rights in the Licensed Software. Without limiting the generality of the foregoing, the A0 will maintain access and use restrictions reasonably designed and intended to prevent any unan?rorized use; except as provided herein, not make the Licensed Sofhvare or OLIS Technology employed therein available to any third party without the prior written consent of OLIS will not use, or allow a third party to use, the Source Code and Object Code of the Licensed So?ware, or the Licensed Software itself, in a manner that competes directly or indirectly with OLIS, except in connection with the judicial system of the State of West Virginia and providing services to End Users; and otherwise use reasonable efforts to prevent any unauthorized use of the Licensed Software. 18.3. Restrictions on Access to Portions of O?icial Court Record. In the event that the A0 determines that access to all or any portion of the Of?cial Court Record should be limited or restricted in any way, the A0 shall notify OLIS of such limitations auditor, restrictions. Grounds for restrictions audfor limitations shall include, but not be limited to,-the following: ?Under Seal?, ?Impounded?, ?Expunged?, or ?Youthful Offender", or otherwise restricted by the Court or the A0. Said notice may be in electronic format, including but not limited to electronic mail or facsimile, and shall speci?cally describe the documents or data and the extent of the limits or restrictions on access thereto. Within a reasonable time after receipt of such noti?cation, OLIS shall implement the limitations andfor restrictions set forth in the notice. Article 19. General Provisions. 19.1. Severability; Con?icts. Should any term of this Agreement be declared void or unenforceable by any court of- competent jurisdiction, such declaration shall have no effect on the remaining terms hereof; which shall continue in full force and effect, and where the intent of the Parties may be reasonably ascertained, a court of competent jurisdiction may construe and limit an unenforceable provision to make it enforceable. The title(s) of sections and subsections in this Agreement are for convenience only and are not to be used in construing any term(s) of this Agreement. 19-2. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of any prior or breaches. 19.3. Applicable Law. This Agreement shall be construed and governed in accordance with the laws of the State of West Virginia without regard to its conflict of laws rules and principles. The Parties agree that venue and jurisdiction for any disputes lies exclusively in the state and federal courts located in West Virginia. 19.4- Independent Contractors. Except as otherwise provided herein where OLIS is designated the limited agent of AD for certain de?ned purposes, the relationship of OLIS and A0 established by this Agreement is that of independent contractor, and nothing contained in this Agreement shall be construed to give either party the 24 power to direct or control the day-to-day activities of the other or constimte the Parties as partners, franchisee?franchisor, joint venturers, cououmers or otherwise as participants in a joint or common undertaking. Neither OLIS nor A0 shall be or become liable or bound by any representation, act or omission whatsoever of the other. 19.5. Force Majeure. Except for the obligationto make payments, uouperformancc by either party shall be excused to the extent that performance is rendered inlpossible by acts of God, acts of war or terrorism, changes in law, regulation and government policy; labor disputes failure of telecommunications carrier(s), ?re, ?ood, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. 19.6. Merger of all Prior Contracts or Agreements. This Agreement, including the Addendum attached hereto, constitutes the entire, final, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or Mitten, relating to this Agreement. For avoidance of doubt, all previous agreements between the Parties ate hereby terminated. This Agreement may not be modi?ed or amended except in writing signed by a duly authorized representatit'e of each-party. Both Parties acknowledge having read the tenns and conditions set forth in this Agreement and all attachments hereto, understand all terms and conditions, and agree to be bound thereby. 19.17. Publicity. OLIS shall be allowed to disclose identity as an OLIS client in marketing materials and other promotional materials and disclosures for the Services. 19.8. Notice addressees and addresses. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal deIiVery, ?ve (5) days after being mailed by registered or certi?ed mail, return receipt requested, or one (1) business day after being sent by nationally recognised overnight courier. Notices shall be sent as follows: If to A0 send to both of the following: Chief Justice of the Supreme Court of Appeals of West Virginia Capitol Complex Building One, Room E317 Charleston, WV 25305 Administrative Director of Courts Administrative Of?ce of Courts Capitol Complex Building One, Room El 00 Charleston, WV 25305-0330. 25 Ifto OLIS: Neal Buchman Oil-Line hlfonnatlon Sawicas, Inc. 4656 Ailport Blvd., Suite 200, Mobile, Alabmna, 36608 WITNESS WHEREOF, the Parties by mail: duly authorized representativas have executed this Agreement as :3me E??ective Date set forth above. OnnLiuc Informs: 'on Services, Inc. By: f1 Its: 52170 12" Administrativa ?ice nfthe By: . HS: in II 3" 911v? 26 ADDENDUM T0 AGREEMENT DATED 35L 314 2016 This addendum agreement is made hehveen (in-Line Information Services, Inc. and the Administrative Of?ce. ofthe Supreme Court of West Virginia ?5 addendum is hereby made a part of the Agreement for licensing and Servicesbetween the parties dated the of QBLL, 2016, and is to be attached to that agreement. In the event of conflict between this addendum and the above referenced agreement for licensing and service, this addendum shall control: 1. m- Any references in the agreementto mediation, arbitration or to the jurisdiction of any court are hereby deleted. Disputes by OLIS arising out of the agreement shall be presented to the West Virginia Court of Claims and resolved in accordance with West Virginia law. 2. HOLD HARMESS Any provision requiring-the At), the West Virginia Supreme Court earlier the State of West Virginia to indenmify or hold harmless any party is hereby deleted and void in its entirety. 3. GOVERNING Lrt? e-The agreement shall be gorerned by the laws of the State of West Virginia. This provision replaces any references to any other Slate?s governing law. 4. TAXES Provisions in the agreement requiring the AD, the West Virginia Supreme Court earlier the State of West Virginia to pay taxes are deleted. As a State entity, the AD, West Virginia Supreme Court and the State of West Virginia are exempt from Federal, State, and local taxes and will not pay taxes to utter OLIS or any Vendor including individuals, not will the AD, the West Virginia Supreme Court or the State of West Virginia ?le any tax returns or reports on behalf of OLIS or any other party. 5. - Any references to prepayment are deleted Pennant will be in arrears. 5. m1: - Any provision for interest or charges on late payments is deleted. The AD, the West Virginia Supreme Court andior the State ot?West Virginia have no etauuoty authority to pay interest or late fees. 7. HO W?g? Any language in the agreement requiring the AD, the West Virginia Supreme Court andior the State of West Virginia to waive any rights, claims or defenses is hereby deleted. 8. Service perfonned under the agreement may be continued in succeeding ?scal years for the term ofthe agreement, contingent upon ?rnds being appropriated by the Legislature or otherwise being available forthis service. Inthe event funds are not appropriated or otherwise available for this service, the agreement shall terminate without penalty on June 30. After ?rst date, the agreement becomes of no and is null and void. Horrever, the A0 and the West Virginia Supreme Court agree to use its best efforts to have the amounts contemplated under the agreement appropriated in its budget. Non-appropriation or non-?rming shall not be considered an event of default. 9. DF LIMITATION - Any clauses limiting the lime in which the A0, the West Virginia Supreme Court earlier the State of West 1Virginia may bring suit against DLIS, or any other party are deleted. it}. SIMILAR SERVICES Any provisions limiting the AD, the West Virginia Supreme Court earlier the State of West Virginia?s rightto obtain similar services or equipment in the errant of default or non-funding during the term of the agreement are hereby deleted. 11. FEES 0R COSTS The AD, the West Virginia Supreme Court andfor the State of West Virginia shall not be required to pay attorney?s fees. Further, any provision relating to attorney?s fees is invalid and considered null and void. uw?nr?m?u?F v- 12. ASSIGNMENT?Notwi?astanding any clause to the contrary, the AD, the West Virginia Supreme Court earlier the State ofWest Virginia reserves the right to assign the agreement to a State of West Virginia agency, beard or commission Upon thirty (30) days written notice to OLIS. ULTS shall obtain the written consent ofthe West Virginia Supreme Court prior to assigning the agreement. 13. LIMITATION QF LIABILI - The AD, the West Virginia Surname Court earlier the State of West Virginia cannot agree to ?hold harmless" or assume any potential liability of OLIS. In addition. any provision limiting liability for damages to a certain dollar amount or to the mount of the agreement is hereby deleted. 14. RIGHT TO TERMINAE The AD, the West Virginia Supreme Court audio: the State of West Virginia shall have the right to terminate the agreement upon thirty (3D) days written notice to 01.13. The West Virginia Supreme Court agrees to pay OLIS for services rendered or goods received prior to the effective date of termination. 15. CHARGES Any provision requiring the AD, the West Virginia Supreme Court similar the State of West Virginia to pay a ?xed amount or liquidated damages upon termination of'the agreeinent is hereby deleted. The At), the West Virginia Supreme Court andfor the State of West Virginia will only reimburse OLIS for actual services rendered and costs incurred, due to wrong?il termination by the AD, or the West Virginia Supreme Court prior to the end ofany current agreement terms. 16. Any reference to automatic renewal is deleted. The agreement may be renewed only upon mutual written agreement of the parties. Any provision requiring AD, the West Virginia Supreme Court audior the State of West Virginia to pinchase insurance for OLIS's property is deleted. The State of West Virginia is msured through the Board of Risk and Insurance Management. and the West Virginia Supreme Court will provide a certi?cate of property insurance upon request. lit. EGHT ID REPOSSESS Any provision for repossession of equipment is hereby deleted and void. 19. ?Any reference to acceleration of payments in the event of cancellation, default or non-?nding is hereby deleted. 20. cog a Any provision regarding con?dentiality of the terms and conditions of the agreement is hereby deleted and void. State contracts are public records under the West Virginia Freedom of Information Act. 21. QQENDMENTS ?All amandments, modifications, alterations or changes to the agreement shall be in writing and signed by both parties. No amendment, modi?cation, alteration or change may he made to this addendum without the express written approval of the West Virginia Supreme Court. ACCEPTED BY: STATE OF VIRGINIA VENDOR Spending Unit: dministra the Company Name: 0 - eInformali nServices Inc. ,Mla i pre Court . em . seed: 1" . re irw? Title: Dated: 6 If!