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la g. Any controversy arising from this Agreement shall be governed by the laws of the State of Florida, and the litigation of any disputes arising out of this Agreement shall occur in the appropriate state or federal court located within the Southern District of Florida. 9. GRANT LICENSE The Software Product is licensed, not sold, and is intended for use by Purchaser as a single product. Its component parts may not be separated for use on more than one computer. Purchaser may install and use the Software Product on any computer for which it has been assigned a VPI Activation Key. The Software Product may not be rented, leased, loaned or distributed to any third party. However, the Software License may be permanently transferred provided that the recipient agrees to the terms of this Service Agreement. Purchaser may make backup copies of the Software Product for all computers on which the Software Product is lawfully installed, for Purchaser' s sole use and/or disaster recovery purposes . Copyright notices must be maintained on the Software Product and all copies. 10. SCOPE OF SOFTWARE SERVICES Replay agrees to provide Maintenance Services to keep the VPI ' s software for Purchaser' s Digital Voice Logging system in, or restore it to, good working order. Service will be performed during hours set forth in the Contract. Services requested or required by the Purchaser outside these hours will be charged at VPI 's then current schedule of rates and will be in addition to the Charges contained in this agreement. Where the Purchaser requests additional services outside the scope of this agreement, VPI may provide those services at standard time and material rates and conditions then in effect. Software Maintenance Service will include : • Free VPI software upgrades within the purchased version . • Discounted VPI software upgrades to next version, excluding hardware . • Telephone support 24 x 7 Software Maintenance Services do not apply where a defect is caused by : • Improper use ; • Failure by the Purchaser to provide a suitable physical environment; • Alterations, amendments or attachments to the System that have not been approved in writing by Replay ; • Fire, flood, lightning, earthquake and any other events over which Replay has no control ; • Service work not performed by Replay . This Agreement replaces and supersedes any previous service agreement between the parties, and constitutes the entire Agreement between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed this Agreement by their duty authorized representatives on the day and year set forth below . SELLER : PURCHASER : REPLAY SYSTEMS , I INDIAN RIVER COUTITY 6555 NW 9T" AVE . , S 105 4225 43RD AVENUE FORT l,hl E pA Fh 33309 VERO H , FI , 32967 - 1571 i , � BY : Y FR NC S RE JITSZAID, R ED T ,.TI LE : DIRE TOR OF BUSINESS OPERATIONS WESLEY S . DAVIS, COAIRMAN , BCC DATE : �. DATE : September z3 , 2009 4 ss/replay. serviceag. 10 . 7 . 03 Replay Service Agreement Revised : 10/20/08 Level