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Agmt18 SST, Inc. - Shot Spotter
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Agmt18 SST, Inc. - Shot Spotter
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Last modified
7/16/2018 5:11:07 PM
Creation date
7/16/2018 4:38:27 PM
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Agreement
Contractor Name
SST, Inc. - Shot Spotter
PROJECT NAME
Shot Spotter Flex subscription agreement1/1/1/18 to 12/31/2020
RMP File Number
304.5
Date
7/9/2018
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,e] ShotSpotter Flex SERVICES AGREEMENT 14 <br />and following notice to Customer, any of the foregoing causes shall be deemed to suspend such <br />obligations of SST so long as any such cause shall prevent or delay performance, and SST agrees to <br />make and Customer agrees to accept performance of such obligations whenever such cause has been <br />remedied. <br />14. DEFAULT; REMEDIES. <br />Upon the occurrence of any default by or breach of your obligations, we may at our option, effective <br />immediately, either: (i) terminate our future obligations under this agreement, terminate your License to <br />use the Service and Software, or (ii) accelerate and declare immediately due and payable all remaining <br />charges for the remainder of the agreement and proceed in any lawful manner to obtain satisfaction of the <br />same. In either case, you shall also be responsible for paying court costs and reasonable attorneys' fees <br />incurred by or on behalf of us, as well as applicable repossession, shipping, repair and refurbishing costs. <br />15. LIMITATIONS ON LIABILITY. <br />In no event shall either party, or any of its affiliates or any of its/their respective directors, officers, <br />members, attorneys, employees, or agents, be liable to the other party under any legal or equitable theory <br />or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, or <br />consequential damages, each of which is hereby excluded by agreement of the parties, regardless of <br />whether such damages were foreseeable or whether any party or any entity has been advised of the <br />possibility of such damages. <br />In any event, except for its IP infringement Indemnity obligations under section 6 hereof, SST's <br />cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause <br />whatsoever (including, but not limited to, those arising out of or related to this agreement) and <br />regardless of the form of action or legal theory shall not exceed two times the amount paid to SST <br />under this agreement, or the amount of insurance maintained by SST available to cover the loss, <br />whichever is greater. The foregoing limitations shall apply without regard to any failure of <br />essential purpose of any remedies given herein. <br />16. GENERAL PROVISIONS. <br />A. NO AGENCY. <br />Neither SST nor any of its employees is an agent or representative of Customer and the Customer is <br />solely responsible for obtaining any required authorizations from any governmental agency, body or <br />commission and for compliance therewith. <br />B. COMPLIANCE WITH LAWS AND TAXES. <br />You shall comply with all applicable laws, statutes and regulations relating to the sale, distribution, and <br />use of the Service and the performance of your duties and obligations hereunder. All prices are exclusive <br />REV: 06-19-18 MI <br />Page 14 of 20 <br />ATTY/AGR.2018.131 /ShotSpotter <br />
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