Fornzix SmartCompare Software-as-a-Service (SaaS) Subscription Agreement

1. Parties

This Software-as-a-Service Subscription Agreement (“Agreement”) is entered into by and between:

– Provider: Fornzix, a California business entity (“Provider”, “we”, “us”); and

– Customer: The entity or individual that creates an account, accesses the Service, or pays an invoice that references this Agreement (“Customer”, “you”).

Provider and Customer are each a “Party” and together the “Parties.”

2. Definitions

2.1 “Service” means Provider’s hosted software and related services made available via the website located at fornzix.com and any related web or mobile applications, documentation, and features provided under this Agreement.

2.2 “Authorized Users” means employees, contractors, or students of Customer who are authorized by Customer to access and use the Service under Customer’s account.

2.3 “Order Form” means any ordering document, online signup, invoice, or similar instrument that references this Agreement and specifies subscription terms, fees, usage limits, and other commercial details.

2.4 “Customer Data” means all data, content, and other information submitted, uploaded, or provided by or on behalf of Customer or its Authorized Users in connection with the Service.

2.5 “Demo License” means a limited, temporary, non-production license granted by Provider for evaluation or demonstration purposes only.

2.6 “Documentation” means Provider’s user guides, instructions, and help materials relating to the Service, whether in printed or electronic form.

3. Access and License Grant

3.1 Subscription Access. Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Service during the Subscription Term specified in the applicable Order Form, solely for Customer’s internal business purposes.

3.2 No Transfer of Ownership. The Service is licensed, not sold. Provider and its licensors retain all rights, title, and interest in and to the Service, Documentation, underlying software, code, designs, methods, and all related intellectual property, including all enhancements, modifications, and derivative works, whether or not suggested or requested by Customer.

3.3 Demo License. If Provider grants Customer a Demo License, Customer may use the Service solely for evaluation, testing, or demonstration purposes, and not for production, commercial, or revenue-generating use. Demo Licenses:

(a) are provided “AS IS” without any warranties or support,

(b) may be disabled or terminated by Provider at any time, and

3.4 User Accounts. Customer is responsible for:

(a) designating Authorized Users;

(b) maintaining the confidentiality of all login credentials; and

Customer must promptly notify Provider of any unauthorized access or use of any account.

4. Use Restrictions

Customer shall not, and shall not permit any third party to:

4.1 Copy or Reproduce. Copy, reproduce, mirror, or frame any portion of the Service or Documentation, except as expressly permitted in writing by Provider.

4.2 Reverse Engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service, except to the limited extent that applicable law expressly permits such activity notwithstanding this restriction.

4.3 Modify or Create Derivatives. Modify, adapt, translate, create derivative works of, or otherwise alter the Service or Documentation.

4.4 Bypass Technical Protections. Bypass, circumvent, or attempt to defeat any security, usage, or access control mechanisms, including subscription limits, license keys, or technical protections.

4.5 Unauthorized Use. Use the Service:

(a) without a valid subscription or Demo License granted by Provider;

(b) for the benefit of any third party on a service bureau, time-sharing, or outsourcing basis;

(d) in any way that violates applicable law or any third-party rights.

4.6 Data Scraping and Extraction. Use automated tools (including bots, crawlers, or scrapers) to access or extract data from the Service, except as expressly permitted by Provider in writing or via documented APIs.

4.7 Intellectual Property Notice Removal. Remove, obscure, or alter any copyright, trademark, or other proprietary notices on or within the Service or Documentation.

4.8 Prohibited Content / Activities. Use the Service to store or transmit malicious code, or to store or transmit material that is unlawful, infringing, defamatory, or otherwise objectionable.

5. Intellectual Property; Feedback

5.1 Ownership. Provider retains all right, title, and interest in and to the Service, Documentation, and all related intellectual property and proprietary rights. No rights are granted to Customer except as expressly set forth in this Agreement.

5.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data solely as necessary to provide the Service and perform Provider’s obligations under this Agreement.

5.3 Feedback. If Customer or any Authorized User provides feedback or suggestions regarding the Service (“Feedback”), Provider may use such Feedback without restriction, and Customer hereby assigns all right, title, and interest in such Feedback to Provider.

6. Fees and Payment

6.1 Fees. Customer shall pay all fees specified in the applicable Order Form or invoice. Except as otherwise stated in the Order Form, fees are non-cancellable and non-refundable.

6.2 Invoicing and Payment. Unless otherwise agreed, fees are due in advance of each Subscription Term. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6.3 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, VAT, GST, and other taxes or duties associated with its purchases, excluding taxes based on Provider’s net income.

7. Term and Termination

7.1 Term. This Agreement begins on the date Customer first creates an account, accesses the Service, or pays an invoice that references this Agreement (“Effective Date”) and continues for the Subscription Term set forth in the applicable Order Form, unless terminated earlier in accordance with this Agreement.

7.2 Renewals. Unless otherwise specified in the Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term, at Provider’s then-current rates, unless either Party gives the other Party written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party:

(a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or

(b) becomes insolvent, files for bankruptcy, or is subject to any similar proceeding.

7.4 Suspension. Provider may immediately suspend access to the Service if:

(a) Customer fails to pay fees when due;

(b) Provider reasonably believes Customer has violated Section 4 (Use Restrictions) or any applicable law; or

7.5 Effect of Termination. Upon expiration or termination of this Agreement:

(a) all rights to access and use the Service will immediately cease;

(b) Customer will promptly pay any outstanding fees; and

(c) upon Customer’s written request made within thirty (30) days of termination, Provider will provide a copy of Customer Data then in its possession in a commercially reasonable format. After such period, Provider may delete or anonymize Customer Data, subject to any legal retention requirements.

7.6 Survival. Sections 2, 4–6, 7.5–7.6, 8–15, and any other provisions that by their nature should survive, will survive termination or expiration of this Agreement.

8. Warranties and Disclaimers

8.1 Limited Service Warranty. Provider will use commercially reasonable efforts to provide the Service in a professional manner consistent with generally accepted industry standards.

8.2 No Warranty of Error-Free Operation. Customer expressly acknowledges that complex software may contain bugs, errors, and other defects. Provider does not warrant that the Service will be uninterrupted, error-free, or free of vulnerabilities, nor that the Service will meet Customer’s specific requirements or achieve any particular result.

8.3 “AS IS” Demo Licenses. Any Demo License or beta feature is provided “AS IS” without any warranties of any kind, and Provider has no liability arising out of or related to Demo or beta use.

8.4 Disclaimer of Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; OR

IN EACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Allocation of Risk. The limitations in this Section 9 are an essential basis of the bargain between the Parties.

10. Indemnification

10.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

(a) Customer Data;

(b) Customer’s use of the Service in violation of this Agreement or applicable law; or

(c) any allegation that Customer’s use of the Service in combination with non-Provider products or services infringes or misappropriates any third-party rights.

10.2 Procedure. Provider will promptly notify Customer of any claim for which it seeks indemnification and will allow Customer reasonable control over the defense and settlement of such claim, subject to Provider’s right to participate with its own counsel at its own expense.

11. Confidentiality and Security

11.1 Confidential Information. “Confidential Information” means non-public information disclosed by one Party to the other that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is:

(a) already known to the receiving Party without obligations of confidentiality;

(b) publicly available through no fault of the receiving Party;

(d) rightfully obtained from a third party without obligation of confidentiality.

11.2 Obligations. The receiving Party will:

(a) use Confidential Information only for purposes of this Agreement; and

(b) protect Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care.

11.3 Compelled Disclosure. A Party may disclose Confidential Information to the extent required by law or court order, provided it gives the other Party reasonable notice (where lawful) and cooperates in any effort to obtain confidential treatment.

11.4 Security. Provider will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data and the limited account-level information that Provider stores. However, Customer acknowledges that no method of transmission or storage is completely secure, and Provider cannot guarantee absolute security.

12. Compliance and Acceptable Use

12.1 Compliance with Laws. Each Party shall comply with all applicable laws in connection with its performance under this Agreement.

12.2 Customer Responsibility for Data. Customer is solely responsible for:

(a) the accuracy, quality, and legality of Customer Data;

(b) obtaining all necessary rights and consents; and

(c) ensuring that its use of the Service with Customer Data complies with applicable laws (including privacy and data protection laws).

12.3 Acceptable Use. Customer shall not use the Service in a manner that infringes, misappropriates, or violates any intellectual property or privacy rights, or that violates any applicable laws or regulations.

12.4 Records. Customer is responsible for maintaining its own records, backups, and exports of Customer Data as needed for its operational, evidentiary, or legal purposes.

13. Non-Disclosure and Non-Use of Software

13.1 No Source Code Access. Customer will not receive any rights to Provider’s source code.

13.2 No Unlicensed Use. Customer may not access, use, or attempt to use the Service without an active paid subscription or a Demo License granted by Provider. Any unlicensed access or usage is strictly prohibited.

13.3 Protection Against Copying. Customer shall implement reasonable measures to prevent unauthorized access, copying, or distribution of the Service by its employees, contractors, or any third party under its control.

14. Miscellaneous

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws rules.

14.2 Dispute Resolution; Venue. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and the Parties hereby consent to the personal jurisdiction of such courts.

14.3 Injunctive Relief. Customer acknowledges that any actual or threatened breach of Sections 4 or 13 may cause irreparable harm to Provider for which monetary damages may be an inadequate remedy. Provider shall be entitled to seek injunctive or other equitable relief (without posting bond) in addition to any other remedies available at law or in equity.

14.4 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Provider’s prior written consent. Provider may assign this Agreement freely. Any attempted assignment in violation of this Section is void.

14.5 Force Majeure. Provider will not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, war, terrorism, governmental action, internet or telecommunications failures, or power outages.

14.6 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.7 Entire Agreement. This Agreement, together with all Order Forms and invoices that reference this Agreement, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.

14.8 Amendments. Any amendment or modification to this Agreement must be in writing and (a) posted by Provider as an updated version of this Agreement on Provider’s website and/or (b) expressly agreed to in writing by Provider and Customer. Provider may update this Agreement from time to time by posting a revised version on its website and indicating the effective date. Customer’s continued access to or use of the Service after the effective date of any updated Agreement constitutes Customer’s acceptance of the updated Agreement.

14.9 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the provision will be replaced by an enforceable provision that most closely reflects the Parties’ original intent.

14.10 No Waiver. The failure of either Party to enforce any right or provision shall not constitute a waiver of that right or provision.

15. CJIS-Oriented Data Handling and Data Residency

15.1 No Storage of Operational Evidence Data. The Service is designed so that operational case-related or evidence-related data (including but not limited to fingerprint images, crime scene photographs, latent print images, DNA profiles, case narratives, and similar evidentiary records) remain on Customer’s systems and are processed within Customer’s environment to the greatest extent practicable. Except as described in Section 15.2, Provider does not require Customer to upload or transmit such operational evidence data to Provider’s servers in order to use the Service.

15.2 Limited Account-Level Data. To provide, secure, and support the Service, Customer acknowledges and agrees that Provider may collect, store, and process limited account-level and configuration data, which may include:

(a) user information (such as names, usernames, email addresses, agency affiliation);

(b) login and authentication information (such as hashed passwords, tokens, and similar credentials);

(d) usernames and role or permission assignments; and

(e) agency or organizational logos and branding elements that Customer chooses to upload for display within the Service.

Provider will not intentionally store or retain operational evidence data on its servers, other than any incidental or transient technical data necessary for network communications or security (for example, standard HTTP logs).

15.3 Customer Responsibility for CJIS Compliance. Customer is solely responsible for determining whether and how its use of the Service fits within applicable Criminal Justice Information Services (CJIS) requirements, state or local regulations, and any internal policies. Provider is not a custodian of Customer’s evidence data and does not provide legal advice regarding CJIS, data classification, or retention requirements. Customer remains responsible for any required approvals, network design, access controls, and related compliance obligations in its own environment.

15.4 No Expansion of Warranties. Nothing in this Section 15 expands or modifies the warranties or limitations of liability set forth in Sections 8 and 9. Those provisions apply fully to the CJIS-related concepts described in this Section 15.

Acceptance

By (a) creating an account for the Service, (b) accessing or using the Service, and/or (c) paying any invoice that references this Agreement, Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement. If Customer is an entity, the individual who creates the account, accesses the Service, or pays such invoice represents and warrants that they have authority to bind that entity to this Agreement.

Customer’s continued access to or use of the Service constitutes ongoing acceptance of the then-current version of this Agreement as posted on Provider’s website.