Subscription Agreement - Shotcaller Global, Inc. - Gun OPS Software License Renewal

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liabilities and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the CUSTOMER's use of the Services, Software and Service Data under this Agreement, (b) CUSTOMER's negligence or willful/intentional misconduct, or (c) any action or inaction of CUSTOMER or a User, or those under CUSTOMER's control, that causes COMPANY to breach or incur liabilities under the laws, rules or regulations applicable to this engagement. 9.3 Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 9 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF COMPANY AND ANY OF ITS SUPPLIERS AND LICENSORS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SERVICES, SOFTWARE, SERVICE DATA, OR ANY PART THEREOF. 10.GENERAL 10.1 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (i) delivered in person; (h) sent by first class registered mail, or air mail, as appropriate; or (iii) sent by nationally recognized overnight or two (2)-day air courier service, to the following address as applicable. Notice to CUSTOMER: South Bend Police 701 West Sainple Street South Bend, IN 46601 Attention: Christopher Notice to COMPANY: Shotcaller Global, Inc. 4025 E. La Palma Suite 204 Anaheim, CA 92807 Attention: Girard S. Brewer III Either Party may change its address for notice by notice to the other Party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above, or one (1) day after delivery to a nationally recognized overnight or two (2) days after delivery to a two (2) day air courier service. 10.2 Representations,. (i) By Each Party. Each Party represents and warrants that: (i) such Party is duly organized, validly existing and in good standing under the laws of its state of domicile; (ii) such Party has the power and authority to execute, deliver and perform under this Agreement; and (iii) this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms. (ii) By CUSTOMER. CUSTOMER represents and warrants that (a) it has the full power and authority to enter into this Agreement; (b) CUSTOMER owns the rights to the Submitted Data or otherwise has the rights to use and allow COMPANY to use and exercise all rights provided for in this Agreement regarding the Submitted Data, including uploading the Submitted Data onto the System and COMPANY subsequent right to use and allow others to use the Submitted Data; (c) the Submitted Data does not and will not contain any content, materials, or other items or information that infringe or violate any applicable law, regulation or right of a third party, including without limitation export laws or any proprietary, intellectual property, contract, privacy or publicity right or any other third party right; and (d) CUSTOMER and each User has implement and maintains an information security program that contains administrative, technical, and physical safeguards that SUBSCRIPTION AGREEMENT FOR: