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ShotSpotter Services Agreement -
<br />Standard Terms, Conditions and Support (Domestic)
<br />any goods provided incidental to the services
<br />provided under this agreement are hereby
<br />expressly disclaimed and superseded by the
<br />exclusive limited express warranty and
<br />disclaimers set forth herein.
<br />Without luniting tlxe generality of the foregoing.
<br />linitatioxas and disclaimers, while the Service is
<br />not designed, sold, or intended to be used to
<br />detect, intercept, transmit or record oral or other
<br />communications of any kind, SST cannot control
<br />how the Service is used, and, accordingly, SST does
<br />not warrant or represent, expressly or implicitly,
<br />that use of the Service will cornply or conform to the
<br />requirern exits of federal, state or local, statutes,
<br />ordinances anti laws, or that use of the Service will
<br />not violate the privacy rights of third parties. You
<br />shall be solely responsible for using the Service in
<br />full compliancewith applicable law andthe rights of
<br />third persons.
<br />Further, regardless of any prior statements,
<br />representations, or course of dealings by any SST
<br />representatives, we do not warrant or represent,
<br />expressly or implicitly, that the Service or its use
<br />will: result in the prevention of crime or hostile
<br />enemy action, apprehension or conviction of any
<br />perpetrator of any crime, military prosecution of
<br />any enemy force, or detection or neutralization of
<br />any criminal, combatant or threat; prevent any
<br />loss, death, injury, or damage to property due to
<br />the discharge of a firearm or other weapon; in all
<br />cases result in a Reviewed Alert for all firearm
<br />discharges within the designated coverage area;;
<br />or that the SST -supplied network will remain in
<br />operation at all times or under all conditions.
<br />SST expressly disclaims, and does not undertake
<br />or assume any duty, obligation or responsibility
<br />for any decisions, actions, reactions, responses,
<br />failure to act, or inaction, by Customer as a result
<br />of or in reliance on, in whole or in part, any
<br />Services or Reviewed Alerts provided by SST, or
<br />for any consequences or outcomes, including any
<br />death, a 1jury, or loss or damage to any property,
<br />arising from or caused by auy such decisions,
<br />actions, reactions, responses, failure to act, or
<br />inaction. It shall be the sole and exclusive
<br />responsibility of the Customer to determine
<br />appropriate decisions, actions, reactions or
<br />responses, including whether or not to dispatch
<br />emergency responder resources. The Customer
<br />hereby expressly assumes all risks and liability
<br />associated with any and all action, reaction,
<br />response, and dispatch decisions, and for all
<br />consequences and outcomes arising from or
<br />caused by any decisions made or not made by the
<br />Customer in reliance, in whole or in part, on any
<br />Services provided by SST, including any death,
<br />Wury, or loss or damage to any property.
<br />Any and all warranties, express or implied, of
<br />fitness for high risk purposes requiring fail-safe
<br />performance are hereby expressly disclaimed.
<br />You and we each acknowledge and agree that the
<br />Service is not a consumer good, and is not
<br />intended for sale to or use by or for personal,
<br />family or household use.
<br />tl. YOUR KlllLlGA'l"IONS. You acknowledge and agree
<br />that SST's duties, including warranty obligations, and ability
<br />to perform its obligations to you shall be predicated and
<br />conditioned upon your timely performance of and
<br />compliance with your obligations hereunder, including, but
<br />not limited to:
<br />A. You agree to pay all sums due under the purchase
<br />agreement or order as and when they are due pursuant to
<br />the terms of such agreement or order. Actual access and
<br />use of the SST Service shall constitute evidence that the
<br />Service is active and the final payment is due.
<br />B. You agree to use your best efforts to timely perform and
<br />comply with all of your obligations allocated to you in the
<br />Purchase Documents and/or other contract documents,
<br />including, without limitation, provisions regarding assisting
<br />SST in obtaining sensor site permissions from premises
<br />owners or lessors, in locations reasonably acceptable to SST,
<br />which obligations are incorporated by reference and made a
<br />part hereof. Unless the Statement of Work or other contract
<br />documents signed by SST allocates such obligations to SST
<br />expressly, customer shall be responsible for securing from
<br />premises owners or lessors all rights necessary to enter onto
<br />their premises to install sensors, and to place, operate and
<br />maintain such sensors on such premises. SST's duties,
<br />including warranty obligations to you shall be predicated
<br />and conditioned
<br />upon your timely performance of and compliance with your
<br />obligations set forth herein, and in the Purchase Documents.
<br />C. You shall not permit any alteration, modification,
<br />substitution or supplementation of the SST Service or web
<br />portal, or the combining, connection, merging, bundling, or
<br />integration of the SST Service or web portal into or with any
<br />other system, equipment, hardware, software, technology,
<br />function or capability, without our prior written consent.
<br />D. Unless otherwise expressly agreed in advance in writing
<br />by SST, you shall not resell, transfer, distribute or allow
<br />access to the Service or web portal or any portion thereof, to
<br />any person other than the specific end -user previously
<br />identified to SST in the Purchase Documents, and shall not
<br />authorize or appoint any contractors, subcontractors,
<br />original equipment manufacturers, value added integrators,
<br />systems integrators or other third parties to operate, have
<br />access to, or sublicense the Products.
<br />Copyffaht Q 20't5 SST, hwm, All rights iowsorwod. Sholl;poftser Flex,',, , S hM$potter7, Shot'slvlter Guns hot Location System@ and the ShotSpotterfogo are trademarks of SST, IncTM,
<br />SS r and SholSpofter hxhrobgyis pmtrec,Wd by one or orwre ussued l.R.S, and foreign paleals, with othsef d estic and foreign patents pending.
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