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<br />X' ShotSpotterr_Services Agreement —
<br />Ex
<br />Standard Terms, Conditions and Support (Domestic)
<br />hereunder. All prices are exclusive of all tariffs, customs
<br />duties, imposts, national, federal, provincial, state, and local
<br />VAT, excise, sales, use and similar taxes. You will be pay and
<br />be responsible for paying any and all such taxes and tariffs,
<br />when applicable.
<br />C. EQUAL OPPORTUNITYCONTRACT CLAUSE. SST
<br />is committed to the provisions outlined in the Equal
<br />Opportunity Clauses of Executive Order 11246, (41 CFR 6o-
<br />1.4); section 503 of the Rehabilitation Act of 1973, (41 CFR
<br />6o-74i.5(a)), section 402 of the Vietnam Era Veterans
<br />Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the
<br />Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well
<br />as any other regulations pertaining to these orders.
<br />D. SEVERABILITYAND INTERPRETATION. If any
<br />provision, in whole or in part, of this Agreement and/or the
<br />Purchase Documents of which it is a part is held invalid or
<br />unenforceable for any reason, the invalidity shall not affect
<br />the validity of the remaining provisions, and there shall be
<br />substituted for the invalid provision a valid provision which
<br />most closely approximates the intent and economic effect of
<br />the invalid provision. No part or provision shall be
<br />interpreted in favor or against any party because such party
<br />or its counsel drafted the relevant provision. No course of
<br />dealing, usage, custom of trade, or communication between
<br />the parties shall modify or alter any of the rights or
<br />obligations of the parties under this Agreement and Purchase
<br />Document(s).
<br />E. INTEGRATION, AMENDMENT AND WAIVER
<br />This Agreement, and the Purchase Document(s) of which it
<br />is a part, together with any other exhibits or appendices
<br />thereto, constitute the entire understanding between SST
<br />and you. No other documents or representations shall be
<br />used in interpreting it. Any and all written or oral agreements
<br />heretofore existing between the parties are expressly
<br />cancelled and/or superseded. Any other document,
<br />proposal, specification, statement of work, marketing
<br />collateral, or representation which may vary, alter, amend or
<br />supplement these terms and conditions will not be binding
<br />unless agreed to in a writing signed by appropriate
<br />representatives of both SST and Customer. No modification,
<br />variance, amendment or waiver of any part of Agreement or
<br />Purchase Document(s) shall be binding upon either party,
<br />whether written, oral, or in any other medium, unless made
<br />in writing and signed by authorized representatives of both
<br />parties. All the parties' rights and duties are material and
<br />time is of the essence; no waiver of any rights hereunder shall
<br />be deemed effective unless in writing executedby the waiving
<br />party; no waiver of either party's breach of any provision of
<br />this Agreement or Purchase Documents shall constitute a
<br />waiver of any prior or subsequent breach of the same or any
<br />other provision, and no failure to exercise, and no delay in
<br />exercising, any right(s) hereunder on either party's part shall
<br />operate as a waiver of any such right; all of the parties' rights
<br />are cumulative; and, no single or partial exercise of any right
<br />hereunder shall preclude further exercise of such right or
<br />any other right.
<br />F. BENEFIT AND BURDEN, ASSIGNMENT. Subject
<br />to the following provisions, this Agreement and the
<br />Purchase Documents of which they are a part shall be
<br />binding upon permitted successors and assigns and shall
<br />inure to the benefit of the parties and their respective
<br />permitted successors and assigns only. Notwithstanding
<br />that the Service and Software, and its output data
<br />may be used for law enforcement, military, public
<br />safety, and force protection purposes, there are no
<br />third parry beneficiaries intended to benefit from
<br />these general terms and conditions of sale, or the
<br />agreement or order of which they are a part.
<br />Customer may not assignor transfer this Agreement and the
<br />Purchase Documents of which they are a part, or any of the
<br />rights granted therein, in whole or in part, by operation of
<br />law or otherwise, without SST's express prior written
<br />consent. SST may assign or transfer this Agreement and the
<br />Purchase Documents and/or SST's rights and obligations
<br />hereunder, in whole or in part, to any third party without the
<br />necessity of obtaining Customer's consent. No assignee for
<br />the benefit of Customer's creditors, custodian, receiver,
<br />trustee in bankruptcy, debtor in possession, sheriff or any
<br />other officer of a court, or other person charged with taking
<br />custody of Customer's assets or business, shall have any
<br />right to continue or to assume or to assign these without
<br />SSTs express consent.
<br />G. GOVERNING LAW AND DISPUTE
<br />RESOLUTION. The validity, performance, and
<br />construction of this agreement shall be governed by the laws
<br />of the laws of the State of Indiana, without giving effect to the
<br />conflict of law principles thereof. The United Nations
<br />Convention on Contracts for the International Sale of Goods
<br />is expressly disclaimed and shall not apply. If the parties
<br />disagree as to any matter arising under this Agreement or the
<br />relationship and dealings of the parties hereto, then SST and
<br />Customer shall promptly consult with one another and make
<br />diligent, good faith efforts to resolve the disagreement, by
<br />negotiation. Should the dispute not be resolved within a
<br />reasonable time after commencement of such negotiations,
<br />it shall be mediated before one or more mediators mutually
<br />acceptable to both parties. Costs of mediation will be
<br />allocated as part of the resolution in mediation, but absent
<br />such resolution, shall be paid equally by the parties. If such
<br />effort is unsuccessful, any controversy or claim arising out of
<br />or relating to this Agreement or the validity or breach of any
<br />of the provisions thereof, or the relationship, dealings,
<br />rights, and obligations of the parties, or use of the Service,
<br />shall be settled by binding arbitration, before three
<br />arbitrators, in or as near as possible to South Bend, Indiana,
<br />United States of America, or in such other location as the
<br />parties may agree, in accordance with the Commercial Rules
<br />of the American Arbitration Association in effect on the date
<br />of this agreement. Such arbitration shall be conducted
<br />before
<br />Copyright©2015SST,Inc-. All rights reserved. ShotSpotter FlexTM ShotSpofter@,ShotSpotter Gunshot Location System® and the ShotSpotterlogo are trademarks of SST,IncTM.
<br />SST and Shospotter technology is protected by one or more issued U.S. and foreign patents, with other domestic and foreign patents pending,
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