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so; SST TM
<br />� �; ShotSpotter Services Agreement -
<br />Standard Terms, Conditions and Support (Domestic)
<br />C. COMMERCIAL CARRIER DATA SERVICES. The
<br />ShotSpotter Gunshot Location System may use wired,
<br />wireless or cellular wireless acoustic sensor communications
<br />which necessitates the existence of a real- time data
<br />communications channel from each sensor to the hosted
<br />servers via a commercial carrier. The unavailability or
<br />deterioration of the quality of such wired, wireless or
<br />wireless cellular communications may impact the ability of
<br />SST to provide the Service. In such circumstances SST will
<br />use commercially reasonable efforts to obtain alternate
<br />wired or wireless cellular communications or adjust the
<br />coverage area as necessary. In the event SST is unable to do
<br />so, SST will terminate the Service and refund a pro-rata
<br />portion of the annual Service fee to Customer.
<br />6. IP INFRINGEMENT, EXCLUSIVE REMEDY.
<br />Subject to the terms and conditions hereof, SST agrees to
<br />defend and indemnify Customer (provided it is the actual
<br />End -user Customer of the Service) from and against losses,
<br />suits, damages, liability and expenses (including reasonable
<br />attorney fees) arising out of a claim asserted in a lawsuit or
<br />action against the end -user customer by a third parry
<br />unrelated to the customer, in which such third parry asserts
<br />a claim that the Service and/or Software, when used in
<br />accordance with SST's specifications and for the purposes
<br />intended, infringes any United States patent which was
<br />issued by the U.S. Patent and Trademark Office, or United
<br />States copyright which was registered by the U.S. Copyright
<br />Office, as of the effective date of Customer's agreement to
<br />purchase the ShotSpotter Flex System.
<br />Provided, however, that SST shall have the right to choose
<br />counsel to defend such suit and/or action, and to control the
<br />settlement (including determining the terms and conditions
<br />of settlement) and the defense thereof, and that Customer
<br />shall provide SST with reasonably prompt written notice of
<br />any such suit or action, and of any oral, written or other
<br />communication or other information or circumstances of
<br />which Customer becomes aware that could reasonably be
<br />expected to lead to such a suit or action (including any and
<br />all cease and desist demands or warnings, and offers or
<br />invitations to enter license agreements), and shall provide
<br />SST all reasonable assistance and information in connection
<br />with SST's investigation and defense of any claim of
<br />infringement.
<br />Further provided, however, that this section shall not apply
<br />and SST shall have no obligation to defend and indemnify
<br />Customer in the event the Customer or a reseller, integrator,
<br />service provider or supplier modifies, alters, substitutes, or
<br />supplements any of the Service, or Software, or to the extent
<br />that the claim of infringement arises from or relates to the
<br />integration, bundling, merger or
<br />combination of any of the same with other hardware,
<br />software, systems, technologies, or components, functions,
<br />capabilities or applications not licensed by SST as part of the
<br />Service, nor shall it apply to the extent that the claim of
<br />infringement arises from or relates to meeting or
<br />conforming to any instruction, design, direction or
<br />specification furnished by the Customer, nor to the extent
<br />that the Service or Software are used for or in connection
<br />with any purpose, application or function other than
<br />detecting and locating gunshots exclusively through
<br />acoustic means.
<br />If, in SST's opinion, the Service, or Software may, or is
<br />likely to become, the subject of such a suit or action, does
<br />become the subject of a claim asserted against a customer
<br />in a lawsuit which SST is or may be obliged to defend under
<br />this section, or is determined to infringe the foregoing
<br />patents or copyrights of another in a final, non -appealable
<br />judgment subject to SST's obligations under this section,
<br />then SST may in full and final satisfaction of any and all of
<br />its obligations under this section, at its option: (r) procure
<br />for Customer the right to continue using the affected
<br />Service or Software, (z) modify or replace such Service or
<br />Software to make it or them non -infringing, or (3) refund
<br />to the purchaser a pro-rata portion of the annual Service
<br />price paid for the Service System
<br />The foregoing section states the entire liability of
<br />SST and customer's and its suppliers' exclusive
<br />remedy for or relating to infringement or claims or
<br />allegations of infringement of any patent, copyright,
<br />or other intellectual property rights in
<br />or to the system, system components, and software.
<br />This section is in lieu of and replaces any
<br />other expressed, implied or statutory warranty
<br />against infringement of any and all intellectual
<br />property rights.
<br />7. LLMITED WARRANTIES EXCLUSIVE:
<br />DISCLABIERS IMPORTANT • PLEASE READ
<br />CAREFULLY
<br />To the maximum extent permitted by applicable law,
<br />the limited warranties expressly set forth above are
<br />exclusive, and in lieu of all other warranties,
<br />whether written, oral, express, implied or statutory.
<br />There are no warranties that extend beyond those
<br />expressly set forth herein, and no prior statements,
<br />representations, or course of dealing by any SST
<br />representatives shall vary, expand or modify these
<br />warranties.
<br />To the maximum extent permitted by applicable
<br />law, all other representations or warranties,
<br />express, implied, or statutory, including without
<br />limitation, any warranties of non -infringement,
<br />quality, suitability, merchantability, fitness for a
<br />particular purpose or otherwise of any services or
<br />Copyng ht © 2015 SST, Inc -. All rights reserved. ShotSpotter Flex-, Shospotter0, ShotSpotter Gunshot Location System® and the ShotSpotter logo are trademarks of SST, Inc-.
<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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