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8.Basic Service Plan. This Agreement includes and incorporates the accompanying Basic Service Plan("BSP").For 30-days,
<br /> beginning on the date the Software under this License is delivered to you(and provided that you have accepted this Agreement and
<br /> registered,using the Client Registration Form at the end of this Agreement),you are entitled to the maintenance,support,Updates
<br /> and services offered by PDC through the BSP. This 30-day BSP is included in your Initial License Fee,and it may be extended to
<br /> 365-days if you elect to prepay with your Initial License Fee,PDC's then-standard fee for such extension.Thereafter,if you desire to
<br /> continue to receive maintenance,support,Updates,and services under this BSP,you must pay to PDC its then-current"Extended
<br /> Maintenance Fee"for the Extended Service Plan("ESP").As specified therein,the BSP is subject to revision by PDC upon 30 days
<br /> advance notice by PDC to you.Thereafter,the revised BSP shall govern. Certain terms used in this Agreement are more fully
<br /> defined in an Appendix of the BSP. PDC's obligations to maintain the Software and provide Updates,support or service are as
<br /> specified,defined and limited in the BSP. To facilitate and expedite any time-sensitive contact that PDC may seek to make with its
<br /> Licensees,you are required to specify on the Client Registration Form,a Designated Agency Contact Person,and to specify that
<br /> person's title and e.mail address. Failure on your part to so register not only affects the availability of services under the BSP,but
<br /> also would make you solely responsible for delays in your receiving potentially urgent and vital communications about your
<br /> Licensed PDC Product and for any failure on your part to implement any such system improvements. See also,section entitled"Use
<br /> of Software;Updates,"below.
<br /> 9. Taxes. Any sales,use,withholding and other taxes,duties or government assessments relating to this Agreement or the License,
<br /> or to the payments or transactions hereunder,shall be paid by you,in addition to all other specific payments required to be made
<br /> by you under this Agreement. If any taxes or amounts are withheld or deducted by any government or authority from any license
<br /> fees or payments to PDC,you shall be obligated to pay the taxes or amounts withheld or deducted so that the license fees and
<br /> payments actually received by PDC are the full amounts contemplated by this Agreement before such withholding or deduction. If
<br /> necessary the license fees and amounts shall be increased("grossed up")so that the license fees and payments actually received by
<br /> PDC after such withholding and deductions are the full amounts. This section does not apply to U.S.federal or state taxes that
<br /> may be imposed upon PDC on the basis of net corporate income.
<br /> 10. Use of Software; Updates. You may only use the Software in compliance with this Agreement and the Documentation.PDC
<br /> may issue Updates or revisions to the Software and bulletins or advisories concerning use of the Software(see also,"Updates"in
<br /> the BSP).Your failure to implement such PDC-provided Updates or revisions within 90-days of PDC providing same to you will
<br /> constitute a material breach of this Agreement,giving PDC the right to terminate the License for cause and/or to withhold further
<br /> Service and Support,and you hereby agree to indemnify and hold PDC and the I/NAED harmless from and against any damages
<br /> and liabilities that may arise from failure on your part to implement such Updates(see also,BSP Section titled"Unsafe Practices").
<br /> Updates to the Software received by you from PDC shall be covered as"Software"under this Agreement,as provided above,in the
<br /> section of this Agreement entitled"Software." An exception to this general rule is provided immediately below with respect to
<br /> refunds,in the section entitled"Limited Software Warranty."
<br /> IL Limited Software Warranty. PDC warrants that if the Software does not materially conform with its descriptions in the
<br /> Documentation and PDC's published specifications,and if you report in writing to PDC within 30 days after delivery of the
<br /> Software to you any material failure of the Software to so conform with the Documentation or specifications,then PDC will,at its
<br /> sole option,and at no cost to you,either:(a)remedy the failure or provide a reasonable work-around solution; or(b)offer to
<br /> refund License Fees and any pre paid fees for ESP that have been received by PDC for the non-conforming Software. The refund
<br /> offer does not apply to free Software Updates provided by PDC under this Agreement. If a refund is offered,you will have 20
<br /> days from the date of the offer to either accept the refund or accept the Software"as-is."If you elect to accept the Software as-is,
<br /> then PDC's warranties will be deemed satisfied and this Agreement will not terminate.If you accept the refund offer,you must
<br /> return the Software to PDC within 20 days of the date of the offer;the License will terminate;and you must certify in writing to
<br /> PDC that you have not retained in your possession or control,any copies of the Software and that you have not transferred or
<br /> disclosed any Software to any third party. Then PDC will refund to you the License Fee and any prepaid Maintenance Fees
<br /> received by PDC from you hereunder. THIS SHALL BE YOUR SOLE AND EXLUSIVE REMEDY AND PDC'S SOLE AND
<br /> EXCLUSIVE LIABILITY WITH RESPECT TO ANY BREACH OF THIS WARRANTY.
<br /> 12 Inspection. PDC may,from time to time and at its own expense and option,inspect your facilities and records to audit your
<br /> compliance with this Agreement. Although not obligated to do so,PDC may inform you of any improper,unauthorized or unsafe
<br /> usage of the Software. If you are informed of any such misuse of the Software and fail to correct it to PDC's reasonable satisfaction
<br /> within 30-days of written notice from PDC,then PDC may terminate the License.In addition,if you develop,market,or otherwise use
<br /> a competing or alternative dispatch product,you expressly authorize PDC to enter your facilities to inspect and evaluate the competing
<br /> or alternative product to determine if any of PDC's intellectual property or intellectual property rights are being violated. See also,
<br /> BSP section titled"Unsafe Practices."
<br /> 13.DISCLAIMER OF OTHER PDC WARRANTIES. PDC MAKES NO WARRANTY,REPRESENTATION OR PROMISE
<br /> NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE LIMITED WARRANTY,SOFTWARE IS
<br /> PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND. PDC DISCLAIMS AND EXCLUDES ANY AND ALL
<br /> IMPLIED WARRANTIES,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A
<br /> PARTICULAR PURPOSE AND NONINFRINGEMENT. PDC DOES NOT WARRANT THAT THE SOFTWARE OR
<br /> DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE WITHOUT ERROR,OMISSION,
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<br /> ©2013 Priority Dispatch Corp.,SLC,UT,USA. All Rights Reserved.
<br /> US.Parents:2482682;5857966;5989187;6004166;6010451;6053864;6076065;6078894;6106459;6607481;7106835;7428301;7436937;7645234;8066638;8103523;8294570;8335298;8355483;
<br /> 8396191;8417533;8488748;8494868(other patents pending)
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