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LO, .ShotSpotter Flex' SERVICES AGREEMENT 2 ShotSpotter, Inc. (also "SST" "ShotSpotter," "we," "us," or "our") and the City of Redwood City (hereinafter referred to "Customer," "you" or "your") agree to the following Services and License Agreement and General Terms and Conditions (hereinafter, "Agreement"). The following Agreement is an essential part of the "Purchase Documents" (which term shall include this Agreement and all executed proposals and purchase orders, together with all attachments and appendices) under which you purchase ShotSpotter Gunshot Location services identified in the Purchase Documents and described herein ("Service"). Your access, or use of any part of the Service (and/or signature on the purchase order and/or agreement) shall constitute your representation that you have read all the terms and conditions of this Agreement, and your acceptance of them as an integral part of the Agreement and your purchase or order of the Service. If you do not agree to be bound by these terms and conditions, do not access or use any part of the Service. 1. SERVICES In consideration of the parties' mutual under -takings set forth in the Purchase Documents and in this Agreement, you and we agree as follows: For purposes of this Agreement, the Service shall consist of (i) providing access by the Customer to Reviewed Alerts delivered via a password -protected internet portal ("Alert Console") and user interface supplied by SST (together the Alert Console and interface shall be called the "Software") (it) providing access to historical Reviewed Alerts and incident information via the Software; and (iii) other services as specified in the Purchase Documents. Reviewed Alerts consist of data for gunfire incidents, detected by the ShotSpotter Gunshot Location System and reviewed by a SST incident reviewer employee (see Exhibit A). SST will install or convert the ShotSpotter Gunshot Location System in the coverage area specified in the Purchase Document. SST will host the Service and may update the functionality and Software of the Service from time to time in its sole discretion and in accordance with this Agreement. SST shall retain ownership of, and all rights to, all components of the ShotSpotter Gunshot Location System, including hardware components, Software and firmware. Under this Agreement the Customer is only licensing rights to access the incident information detected by the ShotSpotter Gunshot Location System. 2. LICENSE The following sets forth the terms and conditions of your non-exclusive, non -transferable and terminable license to use the Service and Data (as those terms are defined herein). This License creates important legal rights and obligations, so please read it carefully before using the Service. This License constitutes an offer by us to you. By manifesting electronically your assent to REV: 06-19-3a MI Page 2 of 20 ATTY/AGR.2018.131/ShotSpotter