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i _ /f...�.., `, �„ _ , � � ICrO�os LACOZ'pOCatat 297 Billericn Road Ctrel�fard,MA 81824 Page:I f 29 Phaae:{97�E30-9800 KRON4S SALE5,54FTWARE LICENSE AND SERVICES AGREEMENT Rev KR-02281 l.l R.edwoad City Fire (44Customer'� and Kranas agee that the terms and conditions set forth in this Agreernent shall aq�ply t� all I�ronos Equipment, Sot�ware, Professional and Educational Services, Support,and sucb other I�ronas offerings,as sp�ified an an order form (an "Order Form") signed by the parties which expressly references this Agreement(or is signed cantemporaneously hereta). Exhibit A "�ronos Addendum Voxea Prc�phecy Service," Exhibit B`°Kronos Order Form Quote#543503-1,"E�ibit C "Kronos Order Form Quote#5�878-1,"E�ibit D Statement Qf Work Redwoad City Fire—6145655"and E�chibit E"Kranos Staternent of Work Redwc�od City Fire —6105655,"attached hereta are hereby incorporated by this reference into the tezms of the Agreement. Kmnos and Customer hereby agree that the terms and conditions of this Agreement apply to any +Order �arm executed by Kronos and Custamer which expressly references this Agreement(including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any e�press reference to this Agreement). Either party may discontinue use of this Agreement for future orders upc�n thirty (30) days priar written ttotice to the ather party, provided hnwever that any Urder Fr�rm signed by the parties priar to the effective date of such natice shal]remain in effect unless atherwise specifically terminated'm accordance with the terms of this Agreement. Kronos may require additional terms and conditions for the sale or license of products ar serviees not cont�mplated by this Agre�ment (including without limitation those that may be related to in#ernafiianal services) provided that no such additional terms and conditions shall be binding upan Customer without Customer's prior written consent. Notwithst�ndin�,I�ronos will not be obtigated ta aecept or apgrove an order for any�roducts or services far which snch additional terms and conditions are requir�d. All orders are subject ta the approval of Kraa�os' corporate office ua C�elrnsfard,lViassachusetts. This Agr�ement and the Order Form shall $upersede the pre-printed terms of any Custa�ner purchase QLtl�i' OT ath�r Custamer orderirag document,and no sttch Customer pre printed terms shall apply to the items ardered. 1. PAYMENT AND DELIVERY Unless otherwise set forth in this Agreement, payment te�ms are indicated an the Qrder Form or ather contemparaneous ardering document containing product-specific payment terms signed by the parties. Delivery ternis are as stated on the Qrder Form ("Deliver}�'). Kronas will invoice Custamer for praducts upon Delivery. Unless otherwise set forth an the Order Form, Professional and Educational Services are prc►vided on a time at�d materials bas�s, invoiced monthly as rendered. Customer agrees tu pay all applicable ta7ces levied or based on the products, services or ather chazges hereunder, including state and local sales and excise taxes, and any taxes or amaunt in lieu thereof paid or payable by Kronos, exclusive of taxes based on net ineome. Customer agrees ta pay a late eharge af one percent(1%)per month, (but n�t in excess of the rate allawed by law), on any overdue ama�nts not the suhject of a goad faith dispute. If full payment is mvt rnade within 90 days of final payment due date,Ct�stamer is responsible for all expenses,including legal fees,incurred by Kronos fvr collection. 2. GENERAL LICENSE TERMS Kranos owns or has the right ta lieense the Soflware. The So�ware and Software doccunentatian are canfidential and may n4t be disclased to a third party without Kronos'written cansent. The Soflware cantains praprietary trade secret technology. Unautharized use and copying of such Software is prohibited by law, including iJnited States and foreign copyright law. The price Customer pays for a capy of the Software constitutes a license fee that entitles CustQmer to use the Sof�ware as sat forth below. Kronas grants ta Customer a non-exclusive, nantransferal�le, perpetual (except as pravided herein) license ta use the Software. This license may be terminated by I{ronas by written n�tiee to Customer upon any material breach af ttus Agreement by Customer which remains uncwed for a periad of thirty(30) days after such written notice from Kronos. Upon such termination of this license by Kronos, REV:08-27-iS Rl 5RT IC a$0515 ATTY/AGR,2015.1901Kron�Incorporated