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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 />iii. Customer shall ensure availability of its own technical support personnel so PDC can fulfill its service obligations.
<br />iv. When reporting a problem to PDC’s technical support, Customer shall provide a complete problem description, along
<br />with all necessary documents and information that is available to the Customer and required by PDC to diagnose and
<br />resolve the problem. Customer agrees to grant all necessary access to all applicable systems so that PDC can provide
<br />appropriate support.
<br />v. Customer shall carry out any instructions on troubleshooting or circumvention as provided by PDC.
<br />vi. Customer is solely responsible for ensuring the compatibility of non-PDC products with PDC products.
<br />vii. Customer is solely responsible for ensuring its systems, software, and data are adequately backed up. PDC shall not be
<br />liable for any lost data.
<br />viii. Customer shall provide for any other requirements reasonably specified by PDC that relate to the rendition of the
<br />services to be met.
<br />ix. As necessary, Customer will permit PDC with remote access to its systems to provide any required or necessary support.
<br />x. If Customer fails to fulfill its obligations outlined in this Section, PDC is entitled to bill its time and effort made
<br />necessary by Customer’s failure(s) at PDC’s currently stated hourly rates.
<br />xi. Computer-Aided Dispatch (“CAD”) Integration. Any costs relating to the integration of PDC’s Licensed Products and
<br />the Customer’s CAD system or CRM, or the like, software shall be the responsibility of the Customer. The integration
<br />of PDC’s Licensed Products and Customer’s CAD system must be inspected, tested, and certified by PDC before taking
<br />live calls.
<br />2. Updates & New Versions. An important part of PDC’s on-going research and development to optimize the effectiveness of the
<br />Software is its regular evaluation of the experience, findings, and recommendations of licensed Software users in the field; the College
<br />of Fellows of the International Academies of Emergency Dispatch (“IAED”); Quality Assurance programs; and of its own, internal
<br />research and studies. Consequent to these and other research and development activities, PDC may, from time to time, prepare and
<br />release Updates and/or New Versions of the Software. Notifications for Updates and/or New Versions of the Software are sent
<br />electronically (via email). In order to ensure receipt of the Software notifications, Client must register at
<br />https://support.prioritydispatch.net/int_notification.php. You acknowledge that failure to register may result in You not receiving urgent
<br />and vital communications about the Licensed Products. As part of its registration obligation, Client agrees to keep all its registration
<br />information current and up-to-date and understands it is solely responsible for ensuring it receives Software notifications.
<br />a. Updates When PDC determines that particular improvements, modifications, or enhancements may be useful as an Update to the current
<br />Version, PDC may issue an Update to licensees who have maintained their online Software notification registration and ESP current as
<br />provided herein. Client shall, within 90 days of an Update release from PDC, implement such Update. Client’s failure to register for
<br />Software notifications and implement Updates, as provided here, would constitute a Breach of the EULA, giving cause for PDC to
<br />terminate this Agreement or withhold further Service and Support. Such Updates may be accompanied by instructions for updating the
<br />Software. Installation of an Update in accordance with such instructions is not a modification prohibited by the section of the
<br />Agreement titled “Use and Protection of the Licensed Product(s) and PDS.”
<br />b. New Versions When PDC determines that substantial revisions to the Software (among other factors) may justify it, PDC may issue a
<br />new Version of the Software (“New Version”). PDC may thereafter cease issuing Updates for versions and editions preceding the New
<br />Version. Said New Version then becomes the current version and edition of the Software, but is not licensed to you, unless it is part of
<br />your ESP plan. In the event New Versions are part of your ESP plan, the New Version shall be governed by PDC’s then-current license
<br />Agreement. If New Version are not part of your ESP plan, then the New Version constitutes a new product that can only be obtained
<br />through the purchase of a new license from PDC that is licensed under a new agreement with PDC. During an introductory period,
<br />licensees who are current in their registration and service plan with the preceding version may be offered, for a reduced fee, a license to
<br />use the New Version. The New Version will be governed by PDC’s then-current license agreement.
<br />Extended Service will not be available indefinitely after a New Version of the Software is released to replace a prior version. Customers
<br />that continue to use prior versions after a New Version has been released are solely responsible for their continued use, and for the
<br />results obtained from such continued use, of any prior version. You hereby agree to indemnify and hold PDC and the IAED harmless
<br />from and against any damages and liabilities that may arise from your election not to implement any New Version after it has been
<br />released.
<br />3. Responsibility. Client assumes full responsibility for ascertaining the suitability of, and for its selection of, the Software, as well as for
<br />its installation, implementation, and use, and for the results obtained from it. You are responsible for decisions made and actions taken
<br />based on the Software. The Software is designed and intended for use by emergency dispatch professionals trained and experienced in
<br />the uses and limitations of computer software in general, and more specifically, of the emergency dispatch system(s) the Software is
<br />designed for as a quality management tool.
<br />4. Research Data Sharing. In the interests of advancing the state-of-the-art in emergency dispatching through effective use of and
<br />improvements to the Software, Client shall, in timely response to PDC’s reasonable written requests, provide PDC with copies, on disk
<br />or tape, of the data associated with the functioning of the Software. PDC shall use such data in compliance with applicable government
<br />regulations and restrictions (including, without limitation, HIPAA in the U.S.), and may use such data for research and development
<br />purposes. It will not make any external, public use or release of such research data without the prior written consent of Client.
<br />Furthermore, PDC will not request data in a manner that includes any names or personal identifying information or that indicates Client
<br />DocuSign Envelope ID: 81CC6DDE-9DF1-4223-9E3B-9E3A97F4F5FB
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