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rLoeiTM SST
<br />ShotSpofter Services Agreement -
<br />Standard Terms, Conditions and Support (Domestic)
<br />SST, Inc. (also "ShotSpotter," "we," "us," or "our') and the
<br />end -user customer (also ` Customer," "you" or "your") agree
<br />to the following Services and Licensc greenient and General
<br />Terms and Conditions (hereinafter, "Agreement").
<br />The following Agreement is an essential part of the "Purchase
<br />Documents" (which term shall include this Agreement and
<br />all executed proposals and purchase orders, together with all
<br />attachments and appendices) under which you purchase
<br />ShotSpotter Gunshot Location services identified in the
<br />Purchase Documents and described herein ("Service"). Your
<br />access, or use of any part of the Service (and/or signature on
<br />the purchase order and/or agreement) shall constitute your
<br />representation that you have read all the terms and
<br />conditions of this Agreement, and your acceptance of them
<br />as an integral part of the Agreement and your purchase or
<br />order of the Service. If you do not agree to be bound by these
<br />terms and conditions, do not access or use any part of the
<br />Service.
<br />tt. E IVIC"l Via. In consideration of the parties' mutual
<br />undertakings set forth in the Purchase Documents and in
<br />this Agreement, you and we agree as follows:
<br />For purposes of this Agreement, the Service shall consist of
<br />(i) providing access by the Customer to Reviewed Alerts
<br />delivered via a password -protected internet portal ("Alert
<br />Console") and user interface supplied by SST (together the
<br />Alert Console and interface shall be called the "Software")
<br />(h) providing access to historical Reviewed Alerts and
<br />incident information via the Software; and (iii) other
<br />services as specified in the Purchase Documents.
<br />Reviewed Alerts consist of data for gunfire incidents,
<br />detected by the ShotSpotter Gunshot Location System and
<br />reviewed by a SST incident reviewer employee (see Exhibit
<br />A).
<br />SST will install or convert the ShotSpotter Gunshot
<br />Location System in the coverage area specified in the
<br />Purchase Document. SST will host the Service and may
<br />update the functionality and Software of the Service from
<br />time to time in its sole discretion and in accordance with
<br />this Agreement.
<br />service, or by issuing a purchase order or signing a
<br />purchase agreement, you agree to be bound by the
<br />terms and conditions of this license. If you do not agree
<br />to be bound by the terms of this License, do not issue or
<br />execute a Purchase Document, or use the Service.
<br />A. RIGHTS rN DA'1;A All Data created generated,
<br />modified, compiled, stored, kept or displayed by SST through
<br />the Subscription Service in the course of providing the
<br />Subscription Service and related Services to Customer,
<br />remains the sole and exclusive property of SST . Subject to
<br />subparagraph (ii) below, SST expressly reserves the rights to
<br />copy, publish, display, adapt, modify, translate, perform
<br />publicly, make works derived from, transfer, sell, offer for sale,
<br />and to use any and all Data for any purpose. Notwithstanding
<br />the foregoing sentence and although SST owns the Data with
<br />respect to the Subscription Service, SST will provide
<br />reasonable notice if any Data to be released is specific forensic
<br />or law enforcement sensitive incident information — For
<br />discussion that may pertain to any active investigation or
<br />prosecution. At no time, either in a non-exclusive or exclusive
<br />data ownership, does SST release, sell, license, or otherwise
<br />distribute the gunfire alert Data to the press or media without
<br />the prior express consent, which shall not be unreasonably
<br />withheld.
<br />If the customer purchases the exclusivity option, then SST will
<br />not distribute to any third party any Data related to or
<br />generated by ShotSpotter Gunshot Location System in
<br />Customer's coverage area, unless in response to a valid order
<br />or subpoena issued by a court or other governmental body, or
<br />as otherwise required by law.
<br />SST expressly reserves the rights to copy, publish, display,
<br />adapt, modify, translate, perform publicly, make works
<br />derived from, transfer, sell, offer for sale, and to use any and
<br />all Data (including, without limitation, Reviewed Alerts) for
<br />any purpose, and to authorize, license, and sublicense others
<br />to do any or all of the same.
<br />B. R 5S I RILL I NS... The Software and Data are our
<br />proprietary products, may incorporate components supplied
<br />to us under license by third -party suppliers, and may be
<br />Except in the circumstances where a system has been protected by United States patent, trade secret, copyright law
<br />previously purchased and is being converted, SST shall and international treaty provisions. All such rights in and to
<br />retain ownership of, and all rights to, all components of the Software and Data and any part thereof are the property of us
<br />ShotSpotter Gunshot Location System, including hardware or oursuppliers. By virtue of this License, you acquire only the
<br />components, Software and firmware. Under this Agreement right to use the Software and Data in accordance with this
<br />the Customer is only licensing rights to access the incident Agreement, but otherwise acquire no license, title or
<br />information detected by the ShotSpotter Gunshot Location ownership rights, express or implied, in or to the Software or
<br />System. Data, or any right to use or practice any of our patents,
<br />copyrights, trademarks, or trade secrets, all of which rights are
<br />2. LICENSE. The following sets forth the terms and reserved expressly by us or our suppliers. You may not make
<br />conditions of your non-exclusive, non -transferable and any copies of the written materials or documentation that
<br />terminable license to use the Service and Data (as those accompanied any component of the Software, or use them, or
<br />terms are defined herein). any other information concerning the Service that we have
<br />This I.,Jeense creates important legal rights and obligations, designated as confidential, for any purpose other than bona
<br />so please read it carefully before using the Service. This fide use of the Service or Software for the specific purposes
<br />License constitu&es an offer by us to you. By manifesting contemplated herein, nor allow anyone else to do so. You shall
<br />electronically your assent to these terms, using the not, without our express written consent, which may be
<br />Copyright 0 2015 SST, IncTM All rights reserved. Shospotter Flex', ShotSpotter@, ShotSpotter Gunshot Location System@ and the ShotSpotter logo are trademarks of SST, Incm.
<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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