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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 />21. Assignment. You may not assign or in any way transfer the License, this Agreement, or your rights hereunder without the prior,
<br />written consent of PDC. PDC may assign or transfer this Agreement to any third party who acquires substantially all of its intellectual
<br />property in the Software.
<br />22. Severability. In the event that any provision in the Agreement is invalid, unenforceable, or in conflict with applicable law, then such
<br />provision shall be construed, limited, and narrowed to the extent necessary to make the provision valid, enforceable, and in compliance
<br />with applicable law. This may include the incorporation of exceptions into the provision, if necessary. Other provisions of this
<br />Agreement shall not be affected thereby.
<br />23. Government End Users. A “U.S. Government End User” shall mean any agency or entity of the government of the United States.
<br />The following shall apply if Licensee is a U.S. Government End User. The Software is a “commercial item,” as that term is defined in
<br />48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as
<br />such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
<br />(June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. The Software (including
<br />related documentation) is provided to U.S. Government End Users: (a) only as a commercial end item; and (b) only pursuant to this
<br />Agreement. With respect to end-users that are of any other government, similar conditions are likewise agreed upon between the parties,
<br />to the effect that Licensee hereby acknowledges that the Software constitutes a pre-existing commercial product developed at private
<br />expense and provided to Licensee only in accordance with the terms and conditions of this Agreement and that Customer has no rights
<br />not explicitly granted by PDC under this Agreement.
<br />24. Force Majeure. Except for obligations to make payment, neither Party shall be liable to the other for any failure to perform its
<br />obligations due to any cause beyond its reasonable control.
<br />25. Entire Agreement. This EULA (a) represents the entire agreement between the Parties concerning its subject matter; (b)
<br />supersedes all prior communications, agreements, understandings, representations, and warranties relating to the subject matter of this
<br />Agreement; and (c) shall only be amended, cancelled, or rescinded by a writing signed by both Parties. No one is authorized to modify
<br />this Agreement or make any warranty or representation or promise which is different than, or in addition to, the provisions, limited
<br />warranties, representations and promises specified in this Agreement. Any terms or conditions of any purchase order or other document
<br />submitted by you in connection with the Software or Documentation which are in addition to, different from or inconsistent with the
<br />terms and conditions of this Agreement are not binding on PDC and are ineffective and non-binding.
<br />26. Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict
<br />construction shall apply against either Party. Whenever the context reasonably permits, the singular shall include the plural, the plural
<br />shall include the singular, and the whole shall include any part thereof.
<br />27. Confidentiality. A party during the course of this Agreement may have access to or receive information regarding personnel,
<br />materials, data, systems, proprietary information/products, software programs, trade secrets, concepts, know-how, and other information
<br />which may not be accessible or generally known to the public. Any confidential or proprietary information/products received by one
<br />party from the other party shall be kept confidential and shall not be used, published, divulged, and distributed by the receiving party to
<br />any other person or entity without the prior written approval of the disclosing party.
<br />Extended Service Plan (“ESP”)
<br />1. Extended Service Plans.
<br />a. Silver ESP: Includes 24x7x365 technical support and Updates to the Software within the current version.
<br />b. Gold ESP: Includes everything in the Silver package plus Upgrades to the Software and an annual subscription to the
<br />Continuing Dispatch Education Series/Advancement Series.
<br />c. Platinum ESP: Includes everything in the Gold package plus updated QAGs (Quality Assurance Guides), updated FRGs (Field
<br />Responder Guides), Card sets, and a number of annual site visits. Site visits can be IT, CDE, software training, QA support,
<br />ACE application support, or implementation help (the number of site visits is based on the number of Licensed Stations).
<br />d. NEMA or EMA (National Enterprise Maintenance Agreement or Enterprise Maintenance Agreement). NEMA or EMA is
<br />available for countries, provinces, states, or organizations with multiple call-taking and dispatch centers. Please speak to your
<br />PDC representative for more information.
<br /> e. ESP Miscellaneous.
<br />i. Client must register as described in Section 2 below.
<br />ii. The annual ESP fees must be fully paid in advance. The ESP period is for one year and is renewed annually upon
<br />continued use of the Licensed Products.
<br />iii. All Licensed Products must have the same ESP.
<br />iv. PDC may modify and replace this ESP from time to time and any prior ESP is superseded. The new ESP then becomes
<br />the current ESP and is part of this EULA.
<br />v. PDC reserves the right to terminate this Agreement if You are not current on your financial obligations to PDC.
<br /> f. Customer Obligations:
<br />i. Customer’s hardware and operating systems must meet the minimum system requirements provided by PDC.
<br />ii. Customer is solely responsible for any required adjustments or updates to its hardware or operating system software
<br />required to accommodate Updates or Upgrades of the Software.
<br />DocuSign Envelope ID: 81CC6DDE-9DF1-4223-9E3B-9E3A97F4F5FB
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