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sn SSTTM
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<br />*; ShoiSpotterMServices Agreement -
<br />Standard Terms, Conditions and Support (Domestic)
<br />considered Confidential Information, nor shall the name of
<br />any city in which the ShotSpotter GLS System is deployed
<br />be considered confidential information. Recipient's
<br />obligations under this section shall not apply to any of
<br />Discloser's Confidential Information that Recipient can
<br />document: (a) was in the public domain at or subsequent to
<br />the time such Confidential Information was communicated
<br />to Recipient by Discloser through no fault of Recipient; (b)
<br />was rightfully in Recipient's possession free of any
<br />obligation of confidence at or subsequent to the time such
<br />Confidential Information was communicated to Recipient
<br />by such Discloser; (c) was developed by employees or agents
<br />of Recipient independently of and without reference to any
<br />of Discloser's Confidential Information; or (d) was
<br />communicated by Discloser to an unaffiliated third parry
<br />free of any obligation of confidence. A disclosure by
<br />Recipient of any of Discloser's Confidential Information (a)
<br />in response to a valid order by a court or other
<br />governmental body; (b) as otherwise required by law; or (c)
<br />necessary to establish the rights of either parry under this
<br />Agreement shall not be considered to be a breach of this
<br />Agreement by such Recipient; provided, however, such
<br />Recipient shall provide prompt prior written notice thereof
<br />to such Discloser to enable Discloser to seek a protective
<br />order or otherwise prevent such disclosure. Receiving Party
<br />shall use reasonable controls to protect the confidentiality
<br />of and restrict access to all such Confidential Information to
<br />those persons having a specific need to know the same for
<br />purposes expressly authorized herein, and render
<br />unreadable prior to discarding, all records containing our
<br />Confidential Information. In any event such controls shall
<br />not be less protective than those Receiving Parry uses to
<br />secure and protect its own confidential, but not "Classified"
<br />or otherwise Government-legended, information.
<br />12. NOTICES. Any notice or other communication
<br />required or permitted to be given under this Agreement
<br />shall be in writing at such party's address or number or at
<br />such party's last known address or number. The party's
<br />addresses may be changed by written notice to the other
<br />party as provided herein.
<br />in. FORCE MAJEURE. In no event shall SST be liable for
<br />any delay or default in its performance of any obligation
<br />under this or any other agreement caused directly or
<br />indirectly by an act or omission of Customer, or persons
<br />acting under its direction and/or control, fire, flood, act of
<br />God, an act or omission of civil or military authority of a
<br />state or nation, strike, lockout or other labor disputes,
<br />inability to secure, delay in securing, or shortage of labor,
<br />materials, supplies, transportation, or energy, failures,
<br />outages or denial of services of wireless, power,
<br />telecommunications, or computer networks, acts of
<br />terrorism, sabotage, vandalism, hacking, natural disaster or
<br />emergency, war, riot, embargo or civil disturbance,
<br />breakdown or destruction of plant or equipment, or arising
<br />from any cause whatsoever beyond SST's reasonable
<br />control. At SST's option and following notice to Customer,
<br />any of the foregoing causes shall be deemed to suspend such
<br />obligations of SST so long as any such cause shall prevent or
<br />delay performance, and SST agrees to make and Customer
<br />agrees to accept performance of such obligations whenever
<br />such cause has been remedied.
<br />14. DEFAULT: REMEDIES. Upon the occurrence of any
<br />default by or breach of your obligations, we may at our
<br />option, effective immediately, either: (i) terminate our future
<br />obligations under this agreement, terminate your License to
<br />use the Service and Software, or (ii) accelerate and declare
<br />immediately due and payable all remaining charges for the
<br />remainder of the agreement and proceed in any lawful
<br />manner to obtain satisfaction of the same. In either case, you
<br />shall also be responsible for paying court costs and
<br />reasonable attorneys' fees incurred by or on behalf of us, as
<br />well as applicable repossession, shipping, repair and
<br />refurbishing costs.
<br />is. LIMITATIONS ON LIABILITY. In no event shall
<br />either party, or any of its affiliates or any of its/their
<br />respective directors, officers, members, attorneys,
<br />employees, or agents, be liable to the other parry under any
<br />legal or equitable theory or claim, for lost profits, lost
<br />revenues, lost business opportunities, exemplary, punitive,
<br />special, or consequential damages, each of which is hereby
<br />excluded by agreement of the parties, regardless of whether
<br />such damages were foreseeable or whether any party or any
<br />entity has been advised of the possibility of such damages.
<br />In any event, except for its IP infringement
<br />indemnity obligations under section 6 hereof, SST's
<br />cumulative liability for all losses, claims, suits,
<br />controversies, breaches or damages for any cause
<br />whatsoever (including, but not limited to, those
<br />arising out of or related to this agreement) and
<br />regardless of the form of action or legal theory shall
<br />not exceed two times the amount paid to SST under
<br />this agreement, or the amount of insurance
<br />maintained by SST available to cover the loss,
<br />whichever is greater. The foregoing limitations
<br />shall apply without regard to any failure of essential
<br />purpose of any remedies given herein.
<br />16. GENERAL PROVISIONS.
<br />A. NO AGENCY. Neither SST nor any of its employees is an
<br />agent or representative of Customer and the Customer is
<br />solely responsible for obtaining any required
<br />authorizations from any governmental agency, body or
<br />commission and for compliance therewith.
<br />B. COMPLIANCE WITH LAWS AND TAXES. You
<br />shall comply with all applicable laws, statutes and
<br />regulations relating to the sale, distribution, and use of the
<br />Service and the performance of your duties and obligations
<br />Copyrght 0 2015 SST, IncTM. All rights reserved. ShotSpotter Flex-, ShotSpotter®, ShotSpotter Gunshot Location System® and the ShotSpotter No are trademarks of SST, IncTM.
<br />SST and ShotSpotter technology is protected by one or more issued U.S. and foreign patents, with other domestic and foreign patents pending.
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