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D. The License Fees (including the Initial License Fee) and the Maintenance Fee do not include any hardware or third-
<br />party software that may be required to use the 911 Cellular Software System. Any third party products supplied by 911
<br />Cellular are subject to all applicable third party rights.
<br />5. Warranty and Liability
<br />A. Licensee acknowledges that the 911 Cellular Software System has not been prepared to meet Licensee's individual
<br />requirements, whether or not such requirements are set out in any part of this Agreement or otherwise have been
<br />communicated to 911 Cellular, and that Licensee has sole responsibility to ensure that the 911 Cellular Software System
<br />meets its requirements. 91 ] Cellular shall not be liable for any failure of the 911 Cellular Software System to provide any
<br />facility or function not identified in the Specifications.
<br />B. EXCEPT AS SET FORTH IN THIS SECTION 5, THE 911 CELLULAR SOFTWARE SYSTEM, THE
<br />DOCUMENTATION AND ANY MATERIALS OR SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS-IS"
<br />AND 911 CELLULAR MAKES NO WARRANTIES, EXPRESS OR IlVIPLIED, WITH RESPECT THERETO.
<br />SPECIFICALLY, 911 CELLULAR DOES NOT WARRANT THAT THE 911 CELLULAR SOFTWARE SYSTEM WII~L. BE
<br />ERROR OR DEFECT FREE OR WILL PERFORM OR BE ACCESSIBLE IN AN i)NINTERRUPTED MANNER. TO THE
<br />GREATEST EXTENT ALLOWABLE BY LAW, 911 CELLULAR DISCLAIMS ALL IMPLIED WARRANTIES,
<br />INCLUDING ANY WARRANTIES OF NONINFItINGEMENT, MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE.
<br />C. In the event of any infringement of any third party's intellectual property rights due to Licensee's use of the 911
<br />Cellular Software System in accordance with the terms and conditions of this Agreement, 911 Cellular shall, at its own
<br />expense and option, (i) modify or replace the 911 Cellular Software System or any infringing part thereof with a compatible,
<br />functionally equivalent and non-infringing software product, or (ii) secure the right of Licensee to continue using the relevant
<br />911 Cellular Softwaze System. Should options (i) or (ii) not be reasonably available within thirty (30) days of the notification
<br />of the infringement to 911 Cellulaz, 911 Cellular may terminate this Agreement with respect to the relevant 911 Cellular
<br />Software System. In such circumstances, 911 Cellular shall be liable only to reimburse to Licensee the fees actually paid by
<br />Licensee relevant 9] 1 Cellular Software system less depreciation calculated on a five-year straight-line basis.
<br />D. If 911 Cellular fails to comply with its obligations under this Agreement, its maximum aggregate liability, whether
<br />in contract, tort or any other form of liability, for damages or Loss, howsoever arising or caused, shall be limited to a sum
<br />equal to the amount of the fees actually paid by Licensee. In no event will 911 Cellular be liable for any loss of profits, loss
<br />of use, business interruption, loss of data, cost of cover or any indirect, special, incidental or consequential damages of any
<br />kind in connection with or arising out of the furnishing, performance or use of the 911 Cellular Software System or
<br />Maintenance or any services performed hereunder or any delay in delivery or furnishing the 911 Cellular Software System or
<br />Maintenance, whether contract, tort or under any other legal or equitable theory.
<br />6. Term and Termination
<br />A. The term of this Agreement shall commence as of the Effective Date and shall continue for the Initial Term.
<br />Thereafter, this Agreement may be renewed for successive one (1) year terms upon Licensee's written notice at least thirty
<br />(30) days prior to the expiration of the then-current Term.
<br />B. Either party may terminate this Agreement if the other party breaches this Agreement by its failure, neglect or
<br />refusal to comply with any of the terms and conditions of this Agreement and the breaching party fails to remedy such breach
<br />within thirty (30) days of notice from the other party specifying the breach. Termination will not affect the existing rights or
<br />liabilities of either party.
<br />C. Upon termination, the License shall immediately terminate and Licensee and all Licensed Users shall immediately
<br />cease use of the 9l1 Cellular Software System and Documentation and all portions thereof, inunediately return the 911
<br />Cellular Software System and all Documentation in any form and all copies and portions thereof to 911 Cellulaz, certify to
<br />911 Cellular in writing that such retum has been fully, and immediately pay 911 Cellular all amounts accrued for services
<br />provided prior to termination by 911 Cellular hereunder.
<br />D. Any termination hereunder shall be without prejudice to any other rights of either party which may have accrued
<br />prior to such termination. ,
<br />7. ContidentialInformation
<br />A. "Confidential Information" means any information of a confidential or proprietary nature from which a party derives
<br />independent economic value, including the 911 Cellular Software System, Documentation, descriptions of technology,
<br />information relating to current or proposed products or services, methods of operation, findings and results, financial
<br />information, trade secrets, operating procedures, marketing strategies, customer relations and customer lists, business plans,
<br />(4237816:6}
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