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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 />SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR
<br />ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE
<br />OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE,
<br />ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR
<br />WILL BE CORRECTED.
<br />9. Extended Service Plan. This Agreement includes and incorporates the accompanying Extended Service Plan (ESP) agreement as set
<br />forth below.
<br />10. Taxes. Any sales, use, withholding and other taxes, duties or government assessments relating to this Agreement or the License, or to
<br />the payments or transactions hereunder, shall be paid by you, in addition to all other specific payments required to be made by you under
<br />this Agreement. If any taxes or amounts are withheld or deducted by any government or authority from any license fees or payments to
<br />PDC, you shall be obligated to pay the taxes or amounts withheld or deducted so that the license fees and payments received by PDC are
<br />the full amounts contemplated by this Agreement before such withholding or deduction. If necessary, the license fees and amounts shall
<br />be increased (“grossed up”) so that the license fees and payments actually received by PDC after such withholding and deductions are
<br />the full amounts. This section does not apply to U.S. federal or state taxes that may be imposed upon PDC based on net corporate
<br />income.
<br />11. Use of Software; Updates. You may only use the Software in compliance with this Agreement and the Documentation. PDC may
<br />issue Updates or revisions to the Software and bulletins or advisories concerning use of the Software (see also, “Updates” in the ESP).
<br />Your failure to implement such PDC-provided Updates or revisions within 90-days of PDC providing same to you will constitute a
<br />material breach of this Agreement, giving PDC the right to terminate the License for cause and/or to withhold further Service and
<br />Support, and you hereby agree to indemnify and hold PDC and the IAED harmless from and against any damages and liabilities that
<br />may arise from failure on your part to implement such Updates (see also, ESP Section titled “Unsafe Practices”). Updates to the
<br />Software received by you from PDC shall be covered as “Software” under this Agreement, as provided above, in the section of this
<br />Agreement entitled “Software.” An exception to this general rule is provided immediately below with respect to refunds, in the section
<br />entitled “Limited Software Warranty.”
<br />12. 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 Software to
<br />you any material failure of the Software to so conform with the Documentation or specifications, then PDC will, at its sole option, and at
<br />no cost to you, either: (a) remedy the failure or provide a reasonable work-around solution; or (b) offer to refund License Fees and any
<br />pre-paid fees for ESP that have been received by PDC for the non-conforming Software. The refund offer does not apply to free
<br />Software Updates provided by PDC under this Agreement. If a refund is offered, you will have 20 days from the date of the offer to
<br />either accept the refund or accept the Software “as-is.” If you elect to accept the Software as-is, then PDC’s warranties will be deemed
<br />satisfied, and this Agreement will not terminate. If you accept the refund offer, you must return the Software to PDC within 20 days of
<br />the date of the offer; the License will terminate; and you must certify in writing to PDC that you have not retained in your possession or
<br />control, any copies of the Software and that you have not transferred or disclosed any Software to any third party. Then PDC will refund
<br />the License Fee and any prepaid ESP Fees received by PDC from you hereunder. THIS SHALL BE YOUR SOLE AND EXLUSIVE
<br />REMEDY AND PDC’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY BREACH OF THIS WARRANTY.
<br />13. 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 usage
<br />of the Software. If you are informed of any such misuse of the Software and fail to correct it to PDC’s reasonable satisfaction within 30
<br />days of written notice from PDC, then PDC may terminate the License. In addition, if you develop, market, or otherwise use a
<br />competing or alternative dispatch product, you expressly authorize PDC to enter your facilities to inspect and evaluate the competing or
<br />alternative product to determine if any of PDC’s intellectual property or intellectual property rights are being violated.
<br />14. DISCLAIMER OF OTHER PDC WARRANTIES. PDC MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT
<br />EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE LIMITED WARRANTY, SOFTWARE IS PROVIDED
<br />“AS IS” WITHOUT WARRANTY OF ANY KIND. PDC DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED
<br />WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE AND NONINFRINGEMENT. PDC DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL
<br />SATISFY YOUR REQUIREMENTS OR THAT THEY ARE WITHOUT ERROR, OMISSION, DEFECT OR DEFICIENCY, OR
<br />THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
<br />15. LIMITATION ON PDC LIABILITY. THE AGGREGATE LIABILITY OF PDC ARISING FROM OR RELATING TO THIS
<br />AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT,
<br />WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OR OTHERWISE, AND WHETHER OR NOT
<br />ARISING IN WHOLE OR IN PART FROM PDC’S FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY,
<br />SHALL NOT EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEE PAID BY YOU TO PDC DURING THE TWELVE
<br />MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. PDC SHALL NOT IN ANY CASE BE LIABLE FOR ANY
<br />SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF PDC HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES. PDC SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY CLAIM,
<br />LIABILITY OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THE SOFTWARE OR ANY RELIANCE
<br />THEREON. PDC IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE OR OTHER
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