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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 />COMPUTER PROGRAMS, FAILURE OF THE SOFTWARE TO OPERATE WITHOUT INTERRUPTION, LOSS OF DATA,
<br />COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THE
<br />OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF PDC ARE NOT PARTIES TO THIS AGREEMENT AND
<br />SHALL HAVE NO LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. EXCEPT FOR THE LIMITED
<br />WARRANTY, PDC MAKES NO WARRANTY CONCERNING THE SOFTWARE, AND PDC SHALL NOT OTHERWISE BE
<br />LIABLE FOR ANY NONCONFORMITY IN THE SOFTWARE OR IN THE PDS. FOR THE SAKE OF CLARIFICATION, IT IS
<br />UNDERSTOOD BY YOU THAT PDC DOES NOT GUARANTEE, NOR INDEMNIFY, NOR SHALL PDC HOLD ANY PARTY
<br />HARMLESS TO ANY USE OF OR RELIANCE UPON THE DISPATCH PROTOCOLS CONTAINED IN THE SOFTWARE.
<br />16. RESPONSIBILITY. IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST THE SOFTWARE AFTER IT IS DELIVERED
<br />TO YOU TO DETERMINE IF IT IS ACCEPTABLE TO YOU AND ADEQUATE AND SAFE FOR YOUR NEEDS AND USES.
<br />YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON THE SOFTWARE. YOU
<br />ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING, WITHOUT
<br />LIMITATION, THE ESP, AND THAT THE LICENSE IS CONDITIONED ON YOUR REPRESENTATION TO PDC THAT YOU
<br />HAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS.
<br />17. ALLOCATION OF RISK. THIS AGREEMENT DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISK, AND
<br />THE FEES PAYABLE HEREUNDER REFLECT SUCH ALLOCATION OF RISK.
<br />18. Termination. Either party may terminate this Agreement as set forth elsewhere herein or based upon a breach of this Agreement by
<br />the other Party which is not cured within 30 days of written notice thereof. This Section 17 shall not limit the relief, remedies, and
<br />damages to which the non-breaching party may be entitled. You may also terminate the Agreement by returning the Software to PDC at
<br />any time, subject to the decommission process below. No later than 15 days from any termination of the Agreement, you must cease
<br />using the Software and return it to PDC, together with any Software-related products provided to you by PDC hereunder and any copies
<br />created by you, and a written certificate that you have not retained or destroyed, and no longer control access to, any copies of any of the
<br />Software, and that you have not transferred or disclosed any of the same to any third party.
<br />(a) Decommission Process. Decommissioning of the PDS can be very extensive. Customer must contact PDC at least 90 days before
<br />Customer plans to use an alternative dispatch product. At that point, PDC shall provide Customer with more detailed information
<br />regarding the decommission process. Part of the Decommission process will involve collecting all PDC intellectual Property and
<br />exporting PDS data in a format that will give Customer access to historical records. In order to successfully decommission the PDS,
<br />Customer understands that PDC will come on site at their location and Customer must provide a dedicated person (generally an I.T.
<br />person) to PDC to allow for the successful decommissioning of the PDS. After the decommission process, any PDC products,
<br />intellectual property, or materials found shall be immediately forwarded to PDC.
<br />19. Disputes.
<br /> (a) United States. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without
<br />regard to the conflict of law’s provisions thereof. This Agreement will not be governed by the United Nations Convention of Contracts
<br />for the International Sale of Goods, the application of which is hereby expressly excluded. Venue for all disputes arising out of or
<br />relating to this Agreement shall lie exclusively with the state and federal courts sitting in Salt Lake County, Utah, and Customer hereby
<br />consents and waives any objection to the jurisdiction of such courts for such disputes and waives personal service of any summons,
<br />complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to it at the address
<br />listed in the Quote. The Party that prevails in any claim or any dispute arising out of or relating to this Agreement will be entitled to
<br />receive all reasonable costs and expenses associated with the prevailing claim, litigation or dispute, including, without limitation,
<br />attorneys’ fees.
<br /> (b) Outside of United States. If Customer is located outside the United States of America (including territories), this Agreement shall
<br />be construed in accordance with the laws of the State of Utah, United States of America. Any dispute or difference of any kind
<br />whatsoever arising out of or in connection with this Agreement, including any questions in connection with the existence, construction,
<br />interpretation, validity, termination, or implementation of this Agreement, shall be referred to and finally settled in accordance with the
<br />Rules of Conciliation and Arbitration of the International Chamber of Commerce then in effect. The arbitration shall occur in the United
<br />States of America. The arbitration tribunal shall be composed of three (3) arbitrators. The Parties each hereto shall be entitled to appoint
<br />one (1) arbitrator and the third arbitrator shall be selected by the other two arbitrators. The place of arbitration shall be in the United
<br />States of America, and the arbitrators shall apply the law of the State of Utah, United States of America to all issues in the dispute. The
<br />language to be used in any arbitration proceedings shall be English. Any award made by the arbitration tribunal shall be final and
<br />binding on the Parties and shall be enforceable in any country which is a signatory to the 1958 New York Convention. No arbitration of
<br />any dispute or difference shall commence unless the Parties have attempted in good faith to settle the same amicably within sixty (60)
<br />days after the date of a written notice of arbitration by one Party hereto to the other Party, which notice shall describe generally the
<br />nature of the dispute. The costs of arbitration shall be borne by the losing Party. The prevailing Party in any dispute arising out of or
<br />relating to this Agreement will be entitled to receive all reasonable expenses of litigation or dispute, including, without limitation,
<br />attorney fees. When any dispute occurs and when any dispute is under arbitration except for the matters under dispute, the Parties shall
<br />continue to fulfill their respective obligations (and shall be entitled to exercise their rights) under this Agreement.
<br />20. Export Controls. You warrant and certify the Software will not be exported, re-exported, or otherwise made available by you to any
<br />country, entity, or individual in violation of any U.S. laws or regulations.
<br />DocuSign Envelope ID: 81CC6DDE-9DF1-4223-9E3B-9E3A97F4F5FB
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