MORPHEUS SOFTWARE END USER LICENSE AGREEMENT MORPHEUS ICAC Intelligence Tracking System ("MorpheusICAC") Morpheus Capture Licensor: Blue Basin Systems, L.L.C. d/b/a Morpheus Investigative Systems Version 1.0 -- September 2026 IMPORTANT -- READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. This End User License Agreement (this "Agreement") is a legal agreement between Blue Basin Systems, L.L.C., a Louisiana limited liability company doing business as Morpheus Investigative Systems ("Licensor") and the law enforcement agency or other governmental entity identified in Exhibit A or in the License Credentials issued to it ("Licensee"). By signing this Agreement, or by installing a License File, redeeming a License Key or Operation Code, or otherwise using the Software, Licensee, and each Authorized User acting on its behalf, agrees to be bound by this Agreement. If Licensee does not agree, do not install or use the Software, and return or destroy all copies and License Credentials. The Software is licensed only to law enforcement agencies and governmental entities, and only for official law enforcement purposes. 1. DEFINITIONS 1.1 "Software" means the computer programs identified in Exhibit A, in executable form, together with any Updates and Documentation Licensor provides. As of this version, the Software comprises: (a) "MorpheusICAC" -- the MORPHEUS ICAC Intelligence Tracking System, a Windows desktop application for tracking Internet Crimes Against Children (ICAC) cases, quick intelligence entries, persons of interest, personnel assignments, deconfliction, audit logging and report generation; and (b) "Morpheus Capture" -- a Windows desktop application that mirrors the screen of a USB-connected Android device using Android's own debugging utilities and records it as continuous video, motion-condensed video and change-triggered still images, with file hashing, session manifests and optional optical character recognition (OCR). 1.2 "Documentation" means the README files, in-application help and other user documentation Licensor supplies with the Software. 1.3 "Authorized User" means a sworn officer, analyst or other employee of Licensee, or a contractor working under Licensee's direct supervision and bound by obligations at least as protective as this Agreement, whom Licensee permits to use the Software in the course of Licensee's official duties. 1.4 "License Credentials" means, collectively: a "License File," a digitally signed .lic file Licensor issues for a specific Product, Licensee, Authorized User or workstation, Machine ID and expiry date; a "License Key," a code in the form MORPH-XXXX-XXXX-XXXX that is redeemed through Licensor's license service and bound to one computer at a time; and an "Operation Code," a signed code in the form MOP1-... that is valid on any computer until a stated date and time and is issued for evaluations and time-limited operations. 1.5 "Machine ID" means the identifier the Software derives by hashing the Windows installation's machine identifier. It does not encode the computer name, any user name, or any Agency Data. 1.6 "Licensed Workstation" means one physical or virtual Windows computer on which a License File or License Key has been activated for a Product, identified by its Machine ID. Each per-machine License Credential is a "Seat." 1.7 "License Term" means the period from issuance to the expiry date embedded in the applicable License Credential, as renewed. 1.8 "Agency Data" means all data Licensee or its Authorized Users enter into, import into, capture with or generate using the Software, including case records, quick intelligence entries, persons of interest, personnel records, photographs, attachments, notes, audit logs, backups, deconfliction registry entries, captured video, still images, OCR text, hashes, manifests, reports and exports. 1.9 "Order Document" means a quote, purchase order, memorandum of understanding or other written instrument signed or issued by the parties that identifies the Products, Seats, License Term and fees. Exhibit A serves as the Order Document when no other exists. 1.10 "Product" means MorpheusICAC or Morpheus Capture, individually. 1.11 "Update" means a patch, fix, new version or new release of the Software that Licensor makes available to Licensee. 1.12 "Third-Party Components" has the meaning given in Section 9. 2. LICENSE GRANT 2.1 Grant. Subject to this Agreement and to payment of any fees stated in the Order Document, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license, for the License Term, to install and use the Products identified in Exhibit A on the number of Licensed Workstations for which Seats have been issued, solely by Authorized Users and solely for Licensee's official law enforcement and criminal investigative purposes. 2.2 Seats. One Seat permits installation and use on one Licensed Workstation. A Seat may be moved to another computer only by deregistering it from within the Software (where a license service is configured) or by Licensor re-issuing the License File on request. Licensor will re-issue a License File at no additional charge when the Machine ID of a Licensed Workstation changes because of an operating-system reinstall or hardware replacement, upon reasonable evidence that the prior installation is no longer in use. 2.3 Operation Codes and Site Licenses. An Operation Code, or a License File that Licensor designates as not bound to a machine, permits use on any number of Licensee's computers during its stated period, and only for the evaluation or operation for which it was issued. Use under an evaluation credential is limited to Licensee's internal evaluation of the Software. Licensee remains responsible for every installation made under such a credential. 2.4 Copies. Licensee may keep a reasonable number of copies of the installation file for backup and deployment within Licensee's organization. Each copy is subject to this Agreement and must retain all notices. 2.5 Read-Only Access After Expiry. When a License Term ends without renewal, the Software continues to open in read-only mode so that Licensee can view, search and back up its Agency Data, but cannot add, change, delete, restore or capture. Export and backup of Agency Data remain available in read-only mode, consistent with Section 6.1. Licensee's right to use read-only mode is limited to retrieving and preserving Agency Data and continues, subject to Section 3, until Licensee has done so or has uninstalled the Software. 2.6 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Licensor. The Software is licensed, not sold. 3. RESTRICTIONS Licensee shall not, and shall not permit any person to: (a) install or use the Software on more computers than the number of Seats issued, or use one Seat on more than one computer at a time; (b) share, publish, transfer, lend or disclose License Credentials, or use License Credentials issued to another agency or person; (c) sell, resell, rent, lease, lend, sublicense, distribute, host or otherwise make the Software or License Credentials available to any third party, including another agency, task-force partner or contractor that is not acting as Licensee's Authorized User; (d) copy the Software except as Section 2.4 permits, or modify, translate, adapt or create derivative works of it; (e) decompile, disassemble, unpack, reverse engineer or otherwise attempt to derive the source code, bytecode, algorithms or signing keys of the Software, except and only to the extent that applicable law expressly permits despite this limitation, and then only after giving Licensor written notice and a reasonable opportunity to provide the information sought; (f) bypass, remove, disable, tamper with or defeat any license verification, Machine ID binding, expiry, clock-rollback detection, check-in, read-only enforcement, digital signature or licensee watermark (including the licensee name the Software displays in its title bar and About panel and embeds in every PDF report and session manifest), or run the Software with any such mechanism altered; (g) remove, alter or obscure any proprietary, copyright, trademark or third-party notice in or on the Software, its Documentation or its output; (h) use the Software for any purpose other than official law enforcement and criminal investigative work, including private investigation, commercial or employment background screening, personal or political purposes, or the surveillance of any person without lawful authority; (i) use the Software to develop, train or improve a product or service that competes with it, or publish performance comparisons of it without Licensor's written consent; (j) use the Software in violation of any applicable law, regulation, court order or Licensee's own policies; or (k) authorize or assist any person to do any of the foregoing. 4. LICENSE CREDENTIALS AND VERIFICATION 4.1 How Verification Works. Each copy of the Software carries Licensor's public verification keys and will not open its main window until it finds a License Credential whose digital signature is valid for that Product, whose Machine ID matches the computer (unless the credential is not machine-bound), and whose License Term has not ended. The Software also records the latest date it has observed and treats a system clock that has been set back by more than one day as an attempt to outlive an expired license. 4.2 Watermark. The name of the agency, and of the Authorized User or workstation, to whom a License Credential was issued is displayed in the Software's title bar and About panel, is embedded in the footer of every PDF report produced by MorpheusICAC, and is recorded in every session manifest produced by Morpheus Capture. Licensee acknowledges that this is a deliberate traceability measure and consents to it. 4.3 Online Activation and Check-In. Where Licensor has configured a license service for Licensee's build, the Software may activate a License Key online and will thereafter contact the license service approximately every thirty (30) days to confirm that the Seat remains valid. A Seat obtained through the license service must complete a successful check-in at least once every thirty-seven (37) days; otherwise the Software runs in read-only mode until a check-in succeeds, which happens automatically and without reinstallation. A Seat does not enter read-only mode where the failure to check in is caused by the unavailability of Licensor's license service; Section 4.6 governs that case. Offline and air-gapped operation is fully supported through License Files and Operation Codes, which never require network access. 4.4 Licensee's Duties. Licensee shall (a) keep License Credentials confidential and issue them only to Authorized Users; (b) promptly notify Licensor if any License Credential or Licensed Workstation is lost, stolen, compromised or reassigned outside Licensee's organization; (c) deregister, or request cancellation of, Seats for computers withdrawn from service; and (d) upon Licensor's written request, not more than once in any twelve (12) month period, certify in writing the number and location of its installations. 4.5 Revocation. Licensor may revoke a License Credential, and may decline to re-issue one, if Licensee materially breaches this Agreement, if the credential was obtained by misrepresentation, or if Licensor reasonably determines that it has been compromised. Revocation of a Seat obtained through the license service takes effect at that Seat's next check-in. Revocation does not remove Agency Data from Licensee's systems. 4.6 Continuity of Offline Operation. Licensee's ability to use the Software does not depend on Licensor's continued existence. If Licensor discontinues the license service, ceases business, or is unable to operate the license service for more than thirty (30) days, Licensor shall, at no charge and without request, issue Licensee License Files or Operation Codes that require no network access and that remain valid for the remainder of the then-current License Term and for not less than twelve (12) months after it. Licensor maintains, and will make available on the occurrence of any of those events, a sunset release of the Software together with offline License Credentials sufficient for Licensee's issued Seats. Licensee may request offline License Files at any time for air-gapped or operationally sensitive deployments, and Licensor will not condition their issuance on any additional fee. 5. INFORMATION THE SOFTWARE SENDS TO LICENSOR 5.1 No Agency Data. The Software stores Agency Data only on storage that Licensee designates. The Software does not transmit Agency Data to Licensor, and Licensor has no access to it. The license mechanism is designed so that nothing about cases, persons, devices, captures or the workstation, beyond the hashed Machine ID, leaves the computer for licensing purposes. 5.2 License Service Data. When Licensee uses online activation, check-in or deregistration, the Software sends Licensor's license service only the License Key or license identifier, the Product, the Machine ID and the Software version. At the time a License Key is redeemed, the Software also sends the first name, last name, agency name and email address that the redeeming Authorized User enters, so that the resulting License Credential and its watermark identify that person. The license service records the date and time of each request, the originating IP address, and the status of the Seat. 5.3 Use and Retention. Licensor uses the information described in Section 5.2 solely to issue, verify, renew, move and revoke licenses; to provide support; to detect misuse of License Credentials; and to keep required business and audit records. Licensor will not sell that information or use it for marketing to anyone other than Licensee's designated contacts, and will retain it for the License Term and a reasonable period thereafter for audit and records purposes. Licensor will disclose it to third parties only to service providers that host the license service under obligations of confidentiality, or as required by law or legal process. 5.4 Other Network Activity. Certain features connect from Licensee's workstation directly to third parties, never through Licensor, and only when Licensee uses them: the Investigative tab of MorpheusICAC runs the third-party OSINT tools described in Section 9, which query public websites; a source-code installation of MorpheusICAC can, at Licensee's request, check the Python Package Index for updates to those tools; the optional setup utility of a source-code installation of Morpheus Capture downloads the Android platform tools and FFmpeg from their publishers; and the Software opens, in Licensee's default web browser, links that Licensee or its personnel have configured. Licensor is not a party to those communications and receives none of their content. 6. AGENCY DATA AND LICENSEE RESPONSIBILITIES 6.1 Ownership and Control. As between the parties, Licensee owns all Agency Data and all reports, recordings, exports and other output produced with the Software. Licensor claims no right in them. 6.2 Storage, Security and Backups. Licensee is solely responsible for where Agency Data is stored, including any network share, cloud-synchronized folder or removable media that Licensee selects and whether such storage is permissible under law and policy; for controlling access to it; for encryption keys, database passphrases and application PINs, which Licensor cannot recover or reset; and for maintaining and testing backups. Loss of a database encryption passphrase makes the encrypted data permanently unreadable. 6.3 Legal Compliance. Licensee is solely responsible for ensuring that every collection, retention, sharing and use of Agency Data through the Software complies with applicable law and policy, including the FBI Criminal Justice Information Services (CJIS) Security Policy and any state equivalent, public-records and records-retention laws, privacy laws, discovery and disclosure obligations, court orders and warrants, and Licensee's own policies. 6.4 Contraband and Evidence. The Software is an investigative case-management and screen-capture tool. It is not designed, represented or certified as a repository for contraband or as Licensee's system of record for evidence. Licensee shall not store child sexual abuse material or other contraband in MorpheusICAC, and shall handle any such material encountered in the course of using either Product strictly in accordance with federal and state law and Licensee's evidence procedures. Any information or recording that Licensee deems to have evidentiary value must be preserved in Licensee's approved evidence platform in accordance with Licensee's chain-of-custody procedures. 6.5 Shared Folders and Deconfliction Registries. If Licensee elects to place a cross-operation deconfliction registry, backups or capture output in a shared or synchronized folder, Licensee alone determines who may access that folder and whether such placement is permitted by law and policy. 6.6 Authorized Users. Licensee is responsible for the acts and omissions of its Authorized Users and of anyone who obtains access to the Software or License Credentials through Licensee. 7. INVESTIGATIVE LEADS, NOT DETERMINATIONS 7.1 Output Is a Lead. The Software produces investigative leads and aids. Deconfliction matches, watchlists, OSINT results, OCR transcriptions, motion-condensed video, hardware test results and similar output are generated by automated processes that can be incomplete, outdated or wrong. Nothing the Software produces confirms a match between any person, account, telephone number, vehicle or device and any offense. SUCH OUTPUT SHOULD NOT BE USED AS THE SOLE BASIS FOR PROBABLE CAUSE, ARREST, SEARCH, CHARGING OR ANY OTHER ADVERSE ACTION. Licensee shall independently verify any output before relying on it. 7.2 Recordings. In Morpheus Capture, the continuous recording is the authoritative record of a session. Motion-condensed video and change-triggered stills are derived, condensed views that omit periods the Software judged to be static, and OCR text is an automated transcription that can misread or miss content. Transcription output is not guaranteed to be accurate or complete, is not a substitute for the recording, and must be confirmed against the recording by an Authorized User before it is relied upon, reported or disclosed. Whether any frame was dropped depends on Licensee's hardware, settings and the connected device. Licensee is responsible for testing its configuration with the Software's built-in device test and for reviewing each session's manifest and hashes. 7.3 Admissibility and Testimony. Licensor makes no representation that any output of the Software is admissible in any proceeding or satisfies any evidentiary, authentication or chain-of-custody standard. Licensor has no obligation to provide testimony, declarations, affidavits, expert services or litigation support. Any such assistance is at Licensor's discretion and only under a separate written agreement. 8. ADDITIONAL TERMS FOR MORPHEUS CAPTURE 8.1 Method. Morpheus Capture uses only the Android Debug Bridge and Android's built-in screen-recording and screenshot utilities over a USB connection, and installs nothing on the device. Licensee acknowledges that, by design, the device displays no consent dialog, casting indicator or notification during capture, and that enabling USB debugging leaves the device in a state that software running on it can observe. 8.2 Lawful Authority Required. Licensee represents and warrants that it will connect to and capture a device only when it has lawful authority to do so, such as a warrant, valid consent from a person with authority to give it, or another legally recognized basis, and only in accordance with Licensee's policies. Licensor does not authorize, and Licensee shall not use the Software for, the capture or monitoring of any device or person without such authority. 8.3 Device Effects. Licensee is responsible for the consequences of enabling developer options and USB debugging on a device; for the device's battery, storage and thermal state during capture; and for compliance with any requirement to document the device's condition before and after capture. 8.4 Hardware Adequacy. The Documentation for Morpheus Capture states minimum and recommended computer specifications. Use on hardware below the minimum may cause dropped frames or encoder failures. Licensor is not responsible for incomplete recordings resulting from inadequate hardware, insufficient disk throughput, or settings that Licensee selected against the Software's guidance. 9. THIRD-PARTY COMPONENTS 9.1 The Software includes, is built with, or invokes software owned by third parties ("Third-Party Components"), each of which is licensed under its own terms. Those terms govern Licensee's use of that component and prevail over this Agreement to the extent of any conflict. Nothing in this Agreement restricts any right granted to Licensee by an open-source license that applies to a Third-Party Component. Third-Party Components currently include: (a) the Python runtime and the libraries packaged into the Software, including customtkinter, Pillow, tkinterdnd2, ReportLab, cryptography, sqlcipher3 (SQLCipher), OpenCV, NumPy and PyAV; (b) in Morpheus Capture: the Android Debug Bridge (adb) and its associated Windows libraries from Google's Android SDK Platform-Tools, whose notices are bundled with the Software; FFmpeg and its libraries, licensed under the GNU Lesser General Public License version 2.1 or later and, for some builds, the GNU General Public License version 2 or later, with source code available from ffmpeg.org; Tesseract OCR (Apache License 2.0), if Licensee chooses to install it; and the OCR engine built into Microsoft Windows, which is part of Windows and subject to Licensee's Windows license; and (c) in MorpheusICAC: the open-source OSINT command-line tools Sherlock, Maigret and Holehe, which are not part of the Software's executable, which Licensee installs separately, and which the Software runs as external programs when they are present. These tools are developed and maintained by third parties, query third-party websites, and are subject to those tools' licenses and to the terms of service of the websites they query. Licensor does not control, warrant or support them. 9.2 Licensee is responsible for obtaining, and for complying with the terms of, its own subscriptions to any third-party investigative services that it reaches through links configured in the Software. 9.3 Licensor disclaims all warranties and liability with respect to Third-Party Components to the fullest extent permitted by law. A copy of the applicable third-party notices is available from Licensor on request. 10. UPDATES AND SUPPORT 10.1 Updates. Licensor may make Updates available at its discretion. Updates are Software under this Agreement and may add, change or remove features. The Software never downloads or installs anything on its own; where a license service is configured, the Software may display the latest published version number for information only. 10.2 Support. Unless an Order Document provides otherwise, Licensor has no obligation to provide support, maintenance, training or Updates, and any support that Licensor does provide is at its discretion. Licensee's first point of contact for licensing matters is the Morpheus administrator that Licensee designates in Exhibit A. 11. FEES Licensee shall pay the fees, if any, stated in the Order Document. Fees are exclusive of taxes. Licensee is responsible for any taxes other than taxes on Licensor's income, except to the extent that Licensee provides a valid exemption certificate. Except as expressly stated in the Order Document or required by law, fees are non-refundable. If no fee is stated, the license is granted without charge for the stated License Term and may be renewed on Licensor's then-current terms. 12. TERM AND TERMINATION 12.1 Term. This Agreement takes effect on the earlier of the date it is signed or the date Licensee first installs a License Credential or uses the Software, and continues for as long as any License Term for Licensee remains in effect or Licensee retains any copy of the Software. 12.2 Termination by Licensee. Licensee may terminate this Agreement at any time by ceasing all use of the Software, deregistering or requesting cancellation of its Seats, and uninstalling the Software from all computers. 12.3 Termination by Licensor. Licensor may terminate this Agreement, or any license granted under it, (a) upon thirty (30) days' written notice if Licensee materially breaches this Agreement and does not cure the breach within that period; or (b) immediately upon written notice if Licensee breaches Section 3(b), 3(c), 3(e), 3(f) or 3(h), uses the Software in violation of Section 8.2, or becomes subject to sanctions or export restrictions that prohibit the license. 12.4 Effect of Termination. Upon termination or expiration, all licenses end, except that read-only access under Section 2.5 remains available so that Licensee can retrieve and preserve its Agency Data, and Licensee shall not otherwise use the Software. Upon termination by Licensor for breach, Licensee shall uninstall the Software from all computers within thirty (30) days and certify in writing that it has done so. Termination does not entitle Licensee to a refund except as the Order Document provides. Sections 1, 2.5, 2.6, 3, 5, 6, 7, 9, 12.4, 13, 14, 15, 16, 17, 18, 21 and 22 survive termination or expiration. 13. OWNERSHIP AND FEEDBACK 13.1 Ownership. Licensor and its licensors own all right, title and interest in and to the Software, the Documentation, the License Credentials, and all copies, modifications and derivative works of them, including all intellectual property rights. "Morpheus," "MorpheusICAC" and "Morpheus Capture" are trademarks of Licensor and may not be used without Licensor's written permission except to identify the Software. 13.2 Feedback. If Licensee or an Authorized User provides suggestions, bug reports or other feedback about the Software, Licensor may use it without restriction or obligation. Licensee shall not include Agency Data in feedback. 14. CONFIDENTIALITY AND PUBLIC RECORDS 14.1 Confidential Information. The Software, the Documentation, the License Credentials, the license mechanism, and any non-public information about the Software's design that Licensor discloses are Licensor's confidential information. Licensee shall protect it with the same care it uses for its own sensitive investigative tools and shall disclose it only to Authorized Users who need to know it. 14.2 Public Records and Legal Process. Licensee may disclose Licensor's confidential information to the extent required by a public-records law, subpoena, court order or other legal process, provided that, where lawful and practicable, Licensee gives Licensor prompt notice and a reasonable opportunity to object or to seek protection before disclosure, and discloses only what is required. Nothing in this Agreement requires Licensee to violate a public-records law. 15. DISCLAIMER OF WARRANTIES THE SOFTWARE, DOCUMENTATION, LICENSE CREDENTIALS, UPDATES, SUPPORT AND THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; THAT IT WILL OPERATE WITH ANY PARTICULAR COMPUTER, OPERATING-SYSTEM VERSION, ANDROID DEVICE OR ANDROID VERSION; THAT ANY RECORDING WILL BE COMPLETE OR FRAME-ACCURATE; THAT ANY OUTPUT WILL BE ACCURATE OR ADMISSIBLE; OR THAT AGENCY DATA WILL NOT BE LOST OR CORRUPTED. THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED FOR USE IN CIRCUMSTANCES IN WHICH ITS FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. 16. LIMITATION OF LIABILITY 16.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST DATA, LOST OR CORRUPTED RECORDINGS, LOST OR SUPPRESSED EVIDENCE, DISMISSED OR UNSUCCESSFUL PROSECUTIONS, CIVIL-RIGHTS OR PRIVACY CLAIMS ARISING FROM LICENSEE'S USE, THE COST OF SUBSTITUTE SOFTWARE, OR LOSS OF USE, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, UNDER ANY THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE FEES THAT LICENSEE PAID TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US $100) IF NO FEES WERE PAID. 16.3 Scope. The limitations in this Section 16 apply even if a remedy fails of its essential purpose, and do not limit any liability that cannot be limited under applicable law, including liability for a party's fraud, gross negligence or willful misconduct. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between them. 17. RESPONSIBILITY FOR USE; INDEMNIFICATION To the extent permitted by applicable law, and without waiving any immunity or exceeding any limit on indemnification by a governmental entity (see Section 18), Licensee shall defend, indemnify and hold harmless Licensor and its owners, employees and contractors from and against any third-party claim, and any resulting damages, penalties, costs and reasonable attorneys' fees, arising out of (a) use of the Software by Licensee or its Authorized Users in violation of law, of any person's rights, or of this Agreement, including any capture conducted without lawful authority; (b) Agency Data; or (c) Licensee's breach of Section 3, 6 or 8. Licensor will give Licensee prompt notice of any such claim and reasonable cooperation at Licensee's expense. Licensee may not settle a claim in a manner that admits fault on Licensor's behalf or imposes obligations on Licensor without Licensor's written consent. 18. GOVERNMENTAL LICENSEE PROVISIONS 18.1 Immunity and Statutory Limits. Nothing in this Agreement waives any sovereign, governmental or official immunity available to Licensee, or requires Licensee to indemnify, to agree to a governing law, venue, jury waiver, attorneys'-fee shifting, interest or dispute-resolution term, or to incur an obligation in excess of appropriated funds, where Licensee's constitution, statutes or other controlling law prohibits it. Any such term is deemed modified only to the extent necessary to comply with that law, and the remainder of this Agreement continues in effect. 18.2 Appropriations. If Licensee's obligations extend beyond its current fiscal year, they are subject to the appropriation of funds. If funds are not appropriated, Licensee may terminate the affected license at the end of the funded period upon written notice, and Section 12.4 applies. 18.3 U.S. Government End Users. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Any use by or on behalf of a federal agency is subject only to the rights and restrictions set out in this Agreement, consistent with those regulations. 18.4 Conflicting Terms. If an Order Document, purchase order or signed memorandum of understanding between the parties expressly conflicts with this Agreement, the signed document controls as to that conflict. Pre-printed or standard terms on a purchase order that were not individually negotiated do not. 19. EXPORT AND SANCTIONS The Software is intended for use by law enforcement agencies within the United States. Licensee shall not export, re-export, transfer or make available the Software outside the United States, or to any person or destination prohibited by United States export-control or sanctions laws, without Licensor's prior written consent and any required government authorization. 20. NOTICES Notices under this Agreement must be in writing and delivered by email with confirmation of receipt, by nationally recognized courier, or by certified mail, to Licensor at the address stated in Exhibit A (or such other address as Licensor later designates in writing) and to Licensee at the address stated in Exhibit A or on the Order Document. Notices are effective on receipt. Routine licensing correspondence may be conducted by ordinary email. 21. GOVERNING LAW AND DISPUTES 21.1 Governing Law. Subject to Section 18, this Agreement is governed by the laws of the State of Louisiana, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 21.2 Informal Resolution. Before filing any action, other than an action for injunctive relief to protect intellectual property or confidential information, a party shall give the other party written notice of the dispute, and the parties shall attempt in good faith to resolve it through discussion between authorized representatives for at least thirty (30) days. 21.3 Venue. Subject to Section 18, any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Louisiana, and each party consents to the jurisdiction of those courts. Licensor may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or to stop unauthorized use of the Software. 22. GENERAL 22.1 Entire Agreement; Amendment. This Agreement, including Exhibit A and any Order Document, is the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous proposals, representations and communications. It may be amended only by a writing signed by both parties, except that Licensor may update this Agreement for new versions of the Software by providing the updated terms with the Update, and Licensee's installation of that Update constitutes acceptance of the updated terms for that and later versions. 22.2 Assignment. Licensee may not assign or transfer this Agreement or any license under it, whether by operation of law, merger, reorganization or otherwise, except to a successor governmental entity that assumes Licensee's functions, upon written notice to Licensor. Licensor may assign this Agreement to an affiliate or to a successor to its business relating to the Software. Any other attempted assignment is void. 22.3 Severability; Waiver. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force. A party's failure to enforce a provision is not a waiver of it. 22.4 Force Majeure. Neither party is liable for delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control. 22.5 Independent Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and Licensor is not an agent, deputy or employee of Licensee by reason of this Agreement. 22.6 Equitable Relief. Licensee acknowledges that a breach of Section 3, 13 or 14 would cause Licensor irreparable harm for which monetary damages would be an inadequate remedy, and that Licensor is entitled to seek injunctive relief, without the posting of a bond, in addition to any other remedy. 22.7 Counterparts; Electronic Acceptance. This Agreement may be signed in counterparts and by electronic signature, each of which is an original. Acceptance by installation or use, as described in the introductory paragraph, is as binding as a signature. 22.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." ACCEPTANCE The parties have caused this Agreement to be executed by their authorized representatives. Where this Agreement is accepted by installation or use rather than by signature, the Licensee is the agency identified in the License Credentials. LICENSEE: ______________________________________________ (agency legal name) By: ____________________________________________________ Name: __________________________________________________ Title: _________________________________________________ Date: __________________________________________________ LICENSOR: Blue Basin Systems, L.L.C., a Louisiana limited liability company, d/b/a Morpheus Investigative Systems By: ____________________________________________________ Name: __________________________________________________ Title: _________________________________________________ Date: __________________________________________________ ================================================================================ EXHIBIT A -- LICENSE SUMMARY ================================================================================ LICENSOR Legal name: Blue Basin Systems, L.L.C. d/b/a Morpheus Investigative Systems Notice address: [P.O. Box ____, ____________, Louisiana ______] Notice email: info@bluebasinsystems.com LICENSEE Agency legal name: ____________________________________________ Notice address: ____________________________________________ Notice contact (name/email): ____________________________________________ Designated Morpheus administrator (name/email/ phone): ____________________________________________ PRODUCTS LICENSED [ ] MorpheusICAC -- MORPHEUS ICAC Intelligence Tracking System [ ] Morpheus Capture SEATS AND CREDENTIAL TYPE Number of Seats (per Product): ICAC ______ Capture ______ Credential type(s): [ ] License File [ ] License Key [ ] Operation Code License service configured: [ ] Yes [ ] No (offline only) Site / any-machine license: [ ] No [ ] Yes -- scope: __________________ LICENSED WORKSTATIONS Machine ID Assigned user or workstation Location / unit --------------------- ------------------------------- --------------------------- ____-____-____-____ _______________________________ ___________________________ ____-____-____-____ _______________________________ ___________________________ ____-____-____-____ _______________________________ ___________________________ ____-____-____-____ _______________________________ ___________________________ (attach additional pages as needed; Licensor's issued-license record controls if this table is incomplete) LICENSE TERM Start date: ______________ Expiry date: ______________ Renewal terms: ____________________________________________ FEES License fee: ____________________________________________ Support / maintenance: [ ] None [ ] As stated: ______________________ Payment terms: ____________________________________________ Order Document reference (quote / PO / MOU number): ____________________________________________ SPECIAL TERMS (if any) ______________________________________________________________________________ ______________________________________________________________________________ Licensee initials: ________ Licensor initials: ________ Date: ______________