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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 />Agreement nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any
<br />intellectual property rights or other right, title, or interest in or to the Cloud Services, the Documentation, and all intellectual property
<br />provided to Customer or any other Authorized User in connection with the foregoing (the “PDC IP”). For the avoidance of doubt, PDC
<br />IP includes Aggregated Statistics and any information, data, or other content derived from PDC's monitoring of Customer's access to or
<br />use of the Cloud Services but does not include Customer Data. “Customer Data” means, other than Aggregated Statistics, information,
<br />data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any
<br />other Authorized User through the Cloud Services.
<br />(vi) Suspension. Notwithstanding anything to the contrary in this Agreement, PDC may temporarily suspend Customer's and
<br />any other Authorized User's access to any portion or all of the Cloud Services if: (i) PDC reasonably determines that (A) there is a threat
<br />or attack on any of the PDC IP; (B) Customer's or any other Authorized User's use of the PDC IP disrupts or poses a security risk to the
<br />PDC IP or to any other customer or vendor of PDC; (C) Customer or any other Authorized User is using the PDC IP for fraudulent or
<br />illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment
<br />for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation,
<br />dissolution, or similar proceeding; or (E) PDC's provision of the Cloud Services to Customer or any other Authorized User is prohibited
<br />by applicable law; (ii) any vendor of PDC has suspended or terminated PDC's access to or use of any third-party services or
<br />products required to enable Customer to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension
<br />described in subclause (i), (ii), or (iii), a "Service Suspension"). PDC shall use commercially reasonable efforts to provide written
<br />notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services
<br />following any Service Suspension. PDC shall use commercially reasonable efforts to resume providing access to the Cloud Services
<br />as soon as reasonably possible after the event giving rise to the Cloud Services Suspension is cured. PDC will have no liability for any
<br />damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User
<br />may incur as a result of a Service Suspension.
<br />c.Customer Responsibilities.
<br />(i) Account Use. Customer is responsible and liable for all uses of the Cloud Services and Documentation resulting from
<br />access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
<br />Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or
<br />omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this
<br />Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as
<br />applicable to such Authorized User's use of the Cloud Services and shall cause Authorized Users to comply with such provisions.
<br />(ii) Customer Data. Customer hereby grants to PDC a non-exclusive, royalty-free, worldwide license to reproduce,
<br />distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary
<br />for PDC to provide the Cloud Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to
<br />reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer
<br />will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or
<br />incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation,
<br />maintenance, and use of Customer Data.
<br />(iii) Passwords and Access Credentials. Customer is responsible for keeping your passwords and access credentials
<br />associated with the Cloud Services confidential. Customer will not sell or transfer them to any other person or entity. Customer will
<br />promptly notify us about any unauthorized access to your passwords or access credentials.
<br />(iv) Third-Party Products. The Cloud Services may permit access to Third-Party Products. For purposes of this Agreement,
<br />such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Cloud Services
<br />by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then
<br />Customer should not install, access, or use such Third-Party Products.
<br />d. Intellectual Property Ownership; Feedback. As between the Parties, (a) PDC owns all right, title, and interest, including all
<br />intellectual property rights, in and to the Cloud Services and (b) Customer owns all right, title, and interest, including all intellectual
<br />property rights, in and to Customer Data. If Customer or any of its employees, contractors, or agents sends or transmits any
<br />communications or materials to PDC by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud
<br />Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like
<br />("Feedback"), PDC is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such
<br />Feedback. All Feedback is and will be treated as non-confidential. Customer hereby assigns to PDC on its behalf, and shall cause
<br />Customer’s employees, contractors, and agents to assign, all right, title, and interest in, and PDC is free to use, without any attribution or
<br />compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained
<br />in the Feedback, for any purpose whatsoever, although PDC is not required to use any Feedback.
<br />(i) Limited Warranty and Warranty Disclaimer. PDC warrants that it provides Cloud Services using a commercially reasonable
<br />level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY TO, AND PDC STRICTLY DISCLAIMS, ALL
<br />WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
<br />(ii) Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, in
<br />and to Customer Data.
<br />(iii) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SUBPART (i) ABOVE THE CLOUD SERVICES ARE
<br />PROVIDED "AS IS" AND PDC SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE. PDC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM
<br />COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PDC MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD
<br />DocuSign Envelope ID: 81CC6DDE-9DF1-4223-9E3B-9E3A97F4F5FB
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