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<br />© 2022 Priority Dispatch Corp., SLC, UT, USA. All Rights Reserved. U.S. Patents:5857966; 5989187; 6004266; 6010451; 6053864; 6076065; 6078894; 6106459; 6607481; 7106835; 7428301; 7436937; 7645234; 8066638; 8103523; 8294570; 8335298; 8355483; 8396191;
<br />8417533; 8488748; 8494868; 8971501; 8712020; 8670526; 8873719; 9491605; 9516166 (other patents pending)
<br />use of the Software. The Term of the License begins on the date you receive the Software and accept this Agreement. Rights not
<br />expressly granted to you under this Agreement are reserved by PDC.
<br />5. License Fee. You shall pay PDC the License Fee specified in your invoice from PDC when the License is purchased, and the ESP fee
<br />annually thereafter. 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 only copy Software for reasonable archival or back-up purposes. All trademark, copyright and proprietary
<br />rights notices must be reproduced by you and included on all copies. U.S. law, international law and treaties, and this Agreement all
<br />prohibit you from making any other copies; or from making any derivatives of the Software, system protocols, or anything in the PDS;
<br />or from making any use of the Software in any manner not licensed by this Agreement.
<br />7. Use and Protection of the Licensed Product(s) and PDS. You are not entitled to receive any source code for the Software. Without
<br />PDC’s express, prior written permission, you shall not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to discover
<br />the source code or trade secrets of the Software, or alter the Software or create any derivative work or product based upon, or derived
<br />from the PDS, Software or Documentation; or (b) transfer, disclose, rent, lease, loan, publicly display, adapt, timeshare, sublicense,
<br />duplicate, distribute, translate, modify, or alter the Software or any copy thereof, including, without limitation, any deletion from or
<br />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 Software
<br />in any way not specifically provided under this license. Modification of the Software by implementing Updates provided by PDC under
<br />this Agreement, and by the addition of local response configurations to PDS dispatch codes (as provided for elsewhere in this
<br />Agreement) are not in breach of this section. You acknowledge that your material breach of this Agreement would provide PDC the
<br />option to terminate this License and/or withhold Service and Support and would also cause irreparable harm to PDC that could not be
<br />adequately compensated by damages alone. Consequently, PDC may seek and obtain, without posting any bond or providing any other
<br />security, immediate preliminary and permanent injunctions against your breach or threatened breach of the Agreement, in addition to any
<br />and all other legal and equitable remedies available, and you hereby consent to the obtaining of such injunctive relief. In addition to
<br />other remedies that may be available to PDC, PDC shall be entitled to recover any profits made by you as a result of the breach of this
<br />Agreement or the infringement of its intellectual property. Any derivative product, whether created knowingly or unknowingly, shall be
<br />the property of PDC.
<br />8. Cloud Services.
<br />a. Cloud Services. PDC may make the Software or certain other products, or services purchased by Customer from PDC
<br />(collectively, “Cloud Services”) and made available to Customer online or through another hosted environment pursuant to a purchase
<br />order or other agreement between PDC and Customer.
<br />b. Access and Use.
<br />(i) Provision of Access. Subject to the terms and conditions of this EULA, PDC hereby grants Customer a revocable, non-
<br />exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the term (the “Term”) set out in
<br />the applicable agreement between Customer and PDC (the “Customer Agreement”) solely for Customer’s internal business operations
<br />by Authorized Users in accordance with the terms and conditions herein. PDC shall provide you the necessary passwords and access
<br />credentials to allow you to access the Cloud Services. "Authorized User" means Customer and Customer's employees, consultants,
<br />contractors, or agents who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer
<br />pursuant to this EULA and any underlying agreement between Customer and PDC.
<br />(ii) Documentation License. Subject to the terms and conditions contained in this Agreement, PDC hereby grants Customer a
<br />non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use PDC's user manuals, handbooks, guides relating
<br />to the Cloud Services provided by PDC to Customer either electronically or in hard copy form, and end-user documentation relating to
<br />the Cloud Services during the Term solely for Customer’s internal business purposes in connection with use of the Cloud Services.
<br />(iii) Use Restrictions. Customer shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software
<br />component of the Cloud Services, or Documentation for any purposes beyond the scope of the access granted in this EULA or the
<br />applicable Customer Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i)
<br />copy, modify, or create derivative works of the Cloud Services, any software component of the Cloud Services, or Documentation, in
<br />whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud
<br />Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode,
<br />adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove
<br />any proprietary notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation in any manner or for
<br />any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that
<br />violates any applicable law, regulation, or rule.
<br />(iv) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, PDC may monitor Customer's use of
<br />the Cloud Services and collect, compile, use, and analyze data and information related to Customer's use of the Cloud Services to be
<br />used by PDC in an aggregated and anonymized manner, including to compile statistical and performance information related to the
<br />provision and operation of the Cloud Services ("Aggregated Statistics"). As between PDC and Customer, all right, title, and interest in
<br />Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by PDC. You acknowledge that PDC
<br />may compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that PDC may (i) make
<br />Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the
<br />manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential
<br />Information.
<br />(v) Reservation of Rights. PDC reserves all rights not expressly granted to Customer in this EULA or the applicable
<br />Customer Agreement. Except for the limited rights and licenses expressly granted under this Agreement or the applicable Customer
<br />DocuSign Envelope ID: 81CC6DDE-9DF1-4223-9E3B-9E3A97F4F5FB
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