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EXHIBIT A End User License Agreement Section 1. Scope and Applicability Section 2. Definitions Section 3. Using CVDCTechnology Section 4. Additional Conditions of Use Section 5. Fees Table of Contents Section 8. Indemnification Section 9. Warranties and Representations Section 10. Liability Section 11. Termination and Suspension Section 12. Verification Section 6. Confidential Information and Use of Data Section 13. General Provisions Section 7. Ownership Section 1. Scope and Applicability This End User License Agreement ("EULA") between Mayfield Village ("Village") and Chagrin Valley Dispatch Council ("NDC") covers Village's use of the Fire Station Alerting System Software & Hadware ("NDC Technology"). This document also incorporates any Product Specific Terms that may apply to the CVDC Technology Village acquires. Definitions of capitalized terms are in Section 2. (Definitions). Village agrees to be bound by the terms of this EULA through (a) Villages's download, installation, or use of the CVDC Technology; or (b) Village's express agreement to this EULA. Section 2. Definitions "Affiliate" means any corporation, company or governmental organization or council that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where "control" means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control). "Authorized Third Parties" means Village's Users, Village's Affiliates, Village's employees, Village's third -party service providers, and each of their respective Users permitted to access and use the CVDC Technology on Village's behalf as part of Village's Entitlement. "CVDC" "we" "our" or "us" means CVDC or its applicable Affiliate(s). "CVDC Content" means any (a) content or data provided by CVDC to Village as part of Village's use of the CVDC Technology and (b) content or data that the CVDC Technology generates or derives in connection with Village's use. CVDC Content includes geographic and domain information, rules, signatures, threat intelligence and data feeds and CVDC's compilation of suspicious URLs. "CVDC Technology" means the Fire Station Alerting System Software & Hardware. "Cloud Service" means the CVDC hosted softwa re -a s -a -service offering or other CVDC cloud -enabled feature described in the applicable Product Specific Terms. Cloud Service includes applicable Documentation and may also include Software. "Confidential Information" means non-public proprietary information of the disclosing party ("Discloser") obtained by the receiving party ("Recipient") in connection with this EULA, which is (a) conspicuously marked as confidential or, if verbally disclosed, is summarized in writing to the Recipient within 14 days and marked as confidential; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or verbally. "Delivery Date" means the date agreed in Village's Entitlement, or where no date is agreed: (a) where Usage Rights in Software or Cloud Services are granted separately: (i) for Software, the earlier of the date Software is made available for download or installation, or the date that CVDC ships the tangible media containing the Software, and (ii) for Cloud Services, the date on which the Cloud Service is made available for Village's use; or (b) where Usage Rights in Software and Cloud Services are granted together, the earlier of the date Software is made available for download, or the date on which the Cloud Service is made available for Village's use. "Documentation" means the technical specifications and usage materials officially published by CVDC specifying the functionalities and capabilities of the applicable CVDC Technology. "Entitlement" means the specific metrics, duration, and quantity of CVDC Technology that Village commits to acquire from CVDC through this End User License Agreement.