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TM '63 Sh1 r Services Agreement —
<br />F1 F:
<br />L " S�ST
<br />Standard Terms. 6ondifinns and Stinnort IDornestir1
<br />withheld or conditioned in our sole discretion: (i) modify,
<br />adapt, alter, translate, copy, perform or display (publicly or
<br />otherwise) or create compilations, derivative, new or other
<br />works based, in whole or in part, on the Software or Data, or
<br />on the Service; (ii) merge, combine, integrate or bundle the
<br />Software or the Data, in whole or in part, with other software,
<br />hardware, data, devices, systems, technologies, products,
<br />services, functions or capabilities; (iii) transfer, distribute,
<br />make available the Service, Data, or Software to any person
<br />other than the specific end -user customer identified to SST
<br />in the Purchase Documents, sell, resell, sublicense, lease,
<br />rent, or loan the Service, Data, or Software, in whole or in
<br />part, or (iv) provide use or permit operation of any of the
<br />Service, Software or Data by any person other than the
<br />original end- user customer designated in the Purchase
<br />Documents, nor in or through any application service
<br />provider, service bureau, rental or time-sharing
<br />arrangement; (v) disassemble, decompile, or otherwise
<br />reverse engineer or attempt to reconstruct, derive, or
<br />discover, any source code, underlying ideas, algorithms,
<br />formulae, routines, file formats, data structures,
<br />programming, routines, interoperability interfaces,
<br />drawings, or plans from the Data or Software, or any data or
<br />information created, compiled, displayed, or accessible
<br />through the System, in whole or in part; or (vi) remove,
<br />modify or obscure any identification or proprietary or
<br />restrictive rights markings or notices from the Data,
<br />Software or any component thereof.
<br />SST and its licensors retain all ownership of all intellectual
<br />property rights in and to all Data, Software, all computer
<br />programs, related documentation, technology, knowhow
<br />and methods and processes embodied in or made available
<br />to you in connection with the Service, including, without
<br />limitation, all patent rights, copyrights, trade secret rights,
<br />trademarks and service marks. All rights not expressly
<br />granted to you herein are reserved by SST. You shall take all
<br />reasonable measures to protect SST's intellectual property
<br />rights in the Service and Software, including providing
<br />assistance and measures as are reasonably requested by SST
<br />from time to time.
<br />You are hereby placed on notice that alteration or removal of
<br />copyright management information (including, without
<br />limitation, licensor's name and other identifying
<br />information, name of the Service, the terms and conditions
<br />of this License, and identifying numbers or symbols)
<br />embodied in or associated with the Service is prohibited,
<br />because such conduct may cause others to infringe our rights
<br />in and to the system, Service and/or Software. You may also
<br />not obscure or remove any confidentiality, patent,
<br />trademark or copyright notices on any component of the
<br />Service, or any documentation.
<br />C. TE 1WIlNA rJQN,N , You agree that your right to use the
<br />Service, Software and Data will terminate automatically if
<br />you violate any of the terms of this License, or fail to timely
<br />pay any sums you owe to us or resellers or integrators of our
<br />Service, or fail to renew the Service upon expiration of the
<br />Service term. In the event of termination, your access to the
<br />Data and Software will be terminated, and SST will cease
<br />delivering reviewed Alcil's, and dtisi, ble your access to the
<br />Data. Customer agrees that SST shall not be liable to
<br />Customer nor to any third party for any suspension of the
<br />Service resulting from Customer's nonpayment of fees as
<br />described in this section.
<br />i , & C I] Ip`I %Q l%__TO 0
<br />,_R DISCONTINVATIOOF
<br />I'I II:i S E RV ICE'', SSTreseives the right at anytime and from
<br />time to time to modify, temporarily or permanently, the
<br />Service (or any part thereof). In the event that: SS`P modifies
<br />the Service in a manner which removes or disables a feature or
<br />functionality on which Customer materially relies, SST, at
<br />Customer's request, shall use commercially reasonable efforts
<br />to restore such functionality to Customer. In the event that
<br />SST is unable to substantially restore such functionality,
<br />Customer shall have the right to terminate the Agreement and
<br />receive a pro-rata refund of the annual Service fees paid under
<br />the Agreement for use of the Service which was paid for by
<br />Customer but not yet furnished by SST as of the date of such
<br />termination. Customer acknowledges that SST reserves the
<br />right to discontinue offering the Service at the conclusion of
<br />Customer's then current term. Customer agrees that SST shall
<br />not be liable to Customer or to any third party for any
<br />modification of the Service as described in this section.
<br />L , "If"ER RESTRICTIONS. You acknowledge and agree
<br />that the source code and internal structure of the Software,
<br />Data and Service, as well as documentation, operations
<br />manual and training material are our confidential property,
<br />and trade secrets, the value of which would be destroyed by
<br />disclosure to the public. Use by anyone other than you of the
<br />Service, documentation, and Data is prohibited, unless
<br />pursuant to a valid assignment under this Agreement.
<br />3. I�1 iCITVEE ,XCLwUSM1. WARRANTY. Provided that
<br />you comply with your obligations under the terms and
<br />conditions stated herein, we warrant that the Software (as
<br />defined herein) will be free of defects in workmanship which
<br />materially impair the functioning of the Service and Software
<br />in substantial conformity with the specifications
<br />documentation accompanying the Service.
<br />The Software covered under this limited exclusive warranty
<br />consists exclusively of ShotSpotter Alert Console software and
<br />user interface, installed and operated locally on customer's
<br />computers and devices supplied by SST for your use by on and
<br />in connection with a ShotSpotter System, subject to the terms
<br />and conditions of the License between you and us.
<br />�EI�I4LLLI;LttLL�E"�E. Asregardsto
<br />sonic event review and alert services, subject to the Customer's
<br />compliance with its obligations hereunder, and to the
<br />disclaimers and limitations set forth in Exhibit A, and in
<br />Sections 5(C), 6, 7, 13 and 15 of this Agreement, we agree to
<br />provide the service levels set forth in Exhibit A, attached
<br />hereto.
<br />Gopy69hi @ ygfS SSid 8rr011 All rd hls rmerved. StartSirraGter Flex"®, ShotSpotter@, ShotSpotler Gunshot Location System@ and the ShotSpolter logo are trademarks of SST, Inc' „
<br />SS] and ShdSpolter l'oc'hnok4p is prol"ted by one or Wane issued US. and foreign palenis, with other dorneslic and foreign patents pending.
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