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Terms and Conditions of Agreement
<br /> 1.Software means the Priority Dispatch System("PDS")software and/or cards that you receive from PDC in connection with this
<br /> Agreement and as further identified above,regardless of the medium on which it is stored. Documentation means the end user
<br /> documentation that you receive from PDC for the Software. Whenever the context reasonably permits,any reference in this
<br /> Agreement to"Software"shall also apply to the PDS and to the Documentation,which together comprise the Licensed Product.
<br /> Except as provided below,in the section entitled"Limited Software Warranty,"any Updates to the Software received by you from
<br /> PDC shall be included in this definition of Software and covered by this Agreement. User rights to the Software are obtained only
<br /> from PDC,by license agreement with PDC.
<br /> 2.A PDC Product. The Software and any and all copies thereof and derivatives therefrom are owned by PDC.You acknowledge
<br /> that PDC owns the copyrights,patent rights,trade secrets,trademarks and other intellectual property rights in and to the Software.
<br /> License fees purchase only the limited License provided in this Agreement. You agree not to infringe upon any of these exclusive
<br /> intellectual property rights of PDC and that you will not attempt to record or register any of them for any party. Copies of the
<br /> Software are loaned to you by PDC for the duration of the License only,and only for the purpose of enabling you to exercise your
<br /> License rights(see also,section entitled"Termination").
<br /> 3.Stations,Licensed Stations,Number of Licensed Stations. "Stations"are computers,terminals,nodes,computer aided
<br /> dispatch stations,or workstations in your possession and control."Licensed Stations"are your Stations that have access to the
<br /> Software and for which you have paid the applicable License Fee to PDC for this License to use the Software.The"Number of
<br /> Licensed Stations"is specified above and in your License Fee invoice from PDC.You may not use the Software in connection
<br /> with any Stations(or any other computers,terminals,nodes or workstations)other than the Licensed Stations,and the number of
<br /> Stations using or having access to the Software shall at no time exceed the Number of Licensed Stations."Training Stations"are
<br /> Stations that have access to the Software but are dedicated to the purpose of training personnel on the use of computerized
<br /> functions in the call-center,and may not be used to take real or live calls."Backup Stations"are Stations that have access to the
<br /> Software but have been designated as backup stations for emergency contingency use only.Backup Stations are separate and
<br /> independent from the Licensed Stations,and cannot run concurrent functions with the Licensed Stations.Backup Stations are only.
<br /> licensed to be used in circumstances when the Licensed Stations are rendered inoperable.
<br /> 4.-License of Software. PDC grants to you a nonexclusive,non-transferable limited license(the"License")to use the Software on
<br /> the Number of Licensed Stations. This License also authorizes you to use the Documentation,but only in connection with your
<br /> licensed use of the Software. The Term of the License begins on the date you receive the Software and accept this Agreement,
<br /> and runs thereafter for 99-years,unless terminated earlier,as provided in this Agreement. Rights not expressly granted to you
<br /> under this Agreement are reserved by PDC.
<br /> S.License Fee. You must pay PDC the License Fee specified above and in your License Fee invoice from PDC when the License
<br /> is purchased.Any increase in the Number of Licensed Stations will require the payment of additional license fees to PDC at its
<br /> then-current rate for incremental Licensed Stations for the Software.
<br /> 6. Copies& Use. You may copy Software as necessary to use Software on Licensed Stations or for reasonable archival or back-up
<br /> purposes. All trademark,copyright and proprietary rights notices must be reproduced by you and included on all copies. U.S.
<br /> law,international law and treaties,and this Agreement all prohibit you from making any other copies;or from making any
<br /> derivatives of the Software,system protocols,or anything in the PDS;or from making any use of the Software in any manner not
<br /> licensed by this Agreement.
<br /> Z Use and Protection of the Licensed Product(s)and PDS. You are not entitled to receive any source code for the Software.
<br /> Without PDC's express,prior written permission,you may not:(a)decompile, disassemble, reverse engineer, or otherwise attempt
<br /> to discover the source code or trade secrets of the Software, or alter the Software or create any derivative work or product based
<br /> upon, or derived from the PDS, Software or Documentation; or(b)transfer, disclose, rent, lease, loan, timeshare, sublicense,
<br /> duplicate, distribute, translate, modify, or alter the Software or any copy thereof, including, without limitation, any deletion from
<br /> or addition to the Software, or allow third party access to or use of the Software or any copy thereof in any manner; or(c)use the
<br /> Software in any way not specifically provided under this license. Modification of the Software by implementing Updates provided
<br /> by PDC under this Agreement,and by the addition of local response configurations to PDS dispatch codes(as provided for
<br /> elsewhere in this Agreement)are not in breach of this section. You acknowledge that your material breach of this Agreement
<br /> would provide PDC the option to terminate this License and/or withhold Service and Support,and would also cause irreparable
<br /> harm to PDC that could not be adequately compensated by damages alone.Consequently,PDC may seek and obtain,without
<br /> posting any bond or providing any other security,immediate preliminary and permanent injunctions against your breach or
<br /> threatened breach of the Agreement,in addition to any and all other legal and equitable remedies available,and you hereby consent
<br /> to the obtaining of such injunctive relief.In addition to other remedies that may be available to PDC,PDC shall be entitled to
<br /> recover any profits made by you as a result of the breach of this Agreement or the infringement of its intellectual property. Any
<br /> derivative product,whether created knowingly or unknowingly,shall be the property of PDC.
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<br /> ©2013 Priority Dispatch Corp.,SLC,UT,USA. All Rights Reserved.
<br /> US.Patents:2481681;5857966;5989187;6004266;6010451;6053864;6076065;6078894;6106459;6607481;7106835;7418301;7436937;7645234;8066638;8103523;8294570;8335198;8355483;
<br /> 8396191;8417533;8488748;8494868(otherpatents pending
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