2021-409-E-Acid Remap-Protocol application creation and support

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Page 1 of 10 CONFIDENTIALITY NOTICE Not for use or disclosure outside of Acid Remap LLC or Client except as required by law SUBSCRIPTION AGREEMENT This is a SUBSCRIPTION AGREEMENT (“Agreement”), effective as of the last date accompanying the signatures of the parties, between Acid Remap LLC (“Acid Remap”), with offices located at 560A Missouri Street, San Francisco, CA 94107, and Orange County, a local political subdivision of the State of North Carolina, for and on behalf of the Orange County Emergency Services Department (“Client”), with offices located at 510 Meadowlands Drive, Hillsborough, NC 27278. Acid Remap and Client may each be referred to as a “party” and together be referred to as the “parties.” RECITALS WHEREAS, Acid Remap offers a mobile application service that provides certain EMS protocols and other Client Data under the name Paramedic Protocol Provider; and WHEREAS, Client desires to license Paramedic Protocol Provider for use subject to the “Terms of Ser- vice” set forth on www.acidremap.com, as may be amended from time to time. NOW THEREFORE, the parties hereby agree as follows: 1. DEFINED TERMS. 1.1 “Application” is a mobile software plat- form through which Client may digitally distribute Client Data, including, without limitation, EMS protocols and policies to certain end-users. The term “Application” shall be deemed to include any (i) upgrades or updates of the Application made af- ter the effective date of this Agreement and (ii) Custom Applications provided to Client. 1.2 “Client Data” is any Client data or con- tent, including, without limitation, any EMS proto- cols and policies, shared with Acid Remap through use of the Application. 1.3 “Custom Application” is an Application specifically branded for Client and containing Cli- ent’s Client Data exclusively. 1.4 “User” refers to each employee, consult- ant, client or other agent of Client, which Client authorizes to access the Application on Client’s be- half or on behalf of an agency for which Client pro- vides services, including, without limitation, EMTs, paramedics or other medical practitioners operating under Client's medical license. 1.5 “EMS” refers to Emergency Medical Ser- vices. 2. INTELLECTUAL PROPERTY. 2.1 License. (a) Subject to the terms and conditions of this Agreement, including, but not limited to, Client’s obligation to pay fees when due, Acid Remap hereby grants to Client and Users a nonexclusive license to access and use, subject to the Terms of Service in effect at the time of use and the “Sched- ules” attached as exhibits hereto, the Application, including any Custom Applications specified in the Schedules attached hereto, during the Term of this Agreement solely for its internal business op- erations (b) Client grants to Acid Remap a nonexclu- sive, royalty-free license during the Term to access and use the Client Data for the purposes of distrib- uting such Client Data as part of the Application, which such license expressly, and without limita- tion, includes the right of Acid Remap to modify such Client Data as is commercially reasonable to fulfill Acid Remap’s obligations under this Agree- ment; provided, that such modifications do not change the substantive content of such Client Data. (c) Client is solely responsible for providing all telecommunications, computer and other equip- ment necessary for accessing the Application. (d) Acid Remap retains the right, in its sole discretion and without prior notice or liability, to restrict or terminate access to the Application by DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A