GETAC END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is between Getac, Inc., located at 15495 Sand Canyon Ave, Suite 350, Irvine, CA 92618 (“Getac”), and You. The term, “Software,” as used in this Agreement, shall mean any and all video management software, including “API,” “Cloud Software,” “Server Software,” “Device Software,” “Module,” “Early Release Module,” applications, or updates developed and provided by Getac, or its affiliates, Getac Video Solutions Inc., or WHP Workflow Solutions, Inc. d/b/a IRSA Video, except for any software which Getac may license to You under a separate license agreement.

“API” means any Getac Evidence Management Software application program interface.

“Cloud Software” means the Getac Evidence Management Software and updates that are installed on a remote cloud server.

“Server Software” means the Getac Evidence Management Software and updates that are installed on Your local servers.

“Device Software” means any and all software, applications, or updates that are installed on Your computing devices, including body worn cameras, DVRs, and docks.

“Module(s)” means a licensed application or software that is integrated with Cloud Software or Server Software, and which provides expanded functionality. Modules include but are not limited to Getac Redact, Getac Command, Getac Automatic License Plate Reader, and approved third party applications, and may be available at additional cost to You

“Early Release Module” means a Module that is marked within the Software with a legend indicating “Early Release” or “Beta.” Early Release Modules are subject to change at any time and may be made available to You in Getac’s sole discretion. Early Release Modules are restricted for testing only and should not be used to process criminal justice information.

This Agreement describes the terms that apply to Your use of the Software. These terms also apply to any Getac provided supplements, documentation, and support services for this Software.

1. License. The Software is licensed, not sold. Your use of Software requires payment by You to Getac, or Getac’s authorized reseller, according to Getac’s current pricing and payment terms, as the case may be, or according to such other written agreement that Customer may enter into with Getac. Getac may change features and workflows within the Software in its discretion as new versions are released to You.

       a. Grant of License. Getac hereby grants to You, and You hereby accept, subject to the terms and conditions set forth herein, a non-exclusive, non-transferable and non-sublicensable license, to use the computer-executable code of the Software and web browser code generated by the Software solely for Your own internal business use, provided that (i) if the software is Server Software, the said use must be limited to business use on a single server that is under Your control; (ii) if the software is Device Software, the said use must be limited to business use on a single computing device, or (iii) if the software is an API, the said use (x) must be limited to integration with third-party software on devices that You own or operate and (y) shall not be permissible with respect to a particular third-party software unless You have expressly authorized Getac and its affiliates to share Your confidential information and data hosted within the Software with the owner of such third-party software. In doing so, You must comply with any technical limitations in the Software that only allow You to use it in certain ways.

       b. Restrictions on Copying and Modification. You may not (i) copy the Software, except that You may make a single copy of the Software for back-up purposes only; (ii) modify or alter the Software; (iii) create derivative works of the Software; (iv) decompile or reverse engineer the Software; (v) translate the Software or reduce the Software by any other means to a human-readable form; or (vi) work around any technical limitations in the Software. Notwithstanding the foregoing, You may implement interfaces to transfer data to and from the Software using facilities present in the Software.

       c. Ownership. You may not sell, transfer, or lend the Software to, any other person or entity. You may not remove or alter any copyright or other proprietary notice contained in the Software. Title to and ownership of all intellectual property rights in the Software and each copy thereof shall remain at all times with Getac or its third-party licensors if applicable. You shall not use any of Getac’s trade names, trademarks, service marks or other designation(s) for any purpose without express written permission by Getac.

       d. Open Source Software. You acknowledge that certain third-party software incorporated in the Software requires that Getac provide copyright notices and/or additional terms and conditions to You, which notices and additional terms and conditions may be accessed by You at https://www.getac.com/us/open-source-licenses/ and are incorporated by reference into this Agreement. Use, reproduction, and distribution of those components of the Software that are licensed under an open source license are governed solely by the terms of that open source software license and not this Agreement.

2. Term and Termination. Your license begins or began at the earlier of when (a) Getac receive(d/s) payment for Your license, or (b) when you are granted access to use a free version for evaluation (“Trial Version”), and continues until terminated as set forth herein. You may terminate your Software license upon 90 days’ written notice to Getac, provided any amounts paid for Software are not refundable. Upon termination You will no longer receive any updates, maintenance, or support for the Software, and Getac reserves all other rights.

   Getac may terminate Your license at any time if any of the following events (each, a “Default Event”) occur: (1) any royalties or other sums payable are not paid when due and remain unpaid for thirty (30) days ; (2) You do not renew an expired license; (3) You materially breach this Agreement, other than for nonpayment, unless such material breach is curable and is cured by You within five (5) business days after notice of such breach is provided by Getac; or (4) You go into liquidation either compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation), or if a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of Your assets or business, or if You make any composition with Your creditors or takes or suffers any similar or analogous action in consequence of debt. Your license to a Trial Version automatically terminates upon expiration of Your trial as communicated to You by Getac. Getac may earlier terminate Your license to a Trial Version upon five (5) days written notice to You.

   You hereby grant to Getac, and Getac reserves, the following absolute rights with respect to the Software and Your data therein:

       i) If You terminate your Software license, Getac may restrict access to Cloud Software and any Modules, deactivate Device Software, and delete any and all of Your data hosted in Getac’s cloud environment 90 days after the termination date;

       ii) If You do not pay any amounts due within 30 days of the due date, Getac may restrict Your ability to access the Cloud Software and any Modules;

       iii) If You do not pay any amounts due within 60 days of the due date, Getac may deactivate the Device Software;

       iv) If you do not pay any amounts due within 90 days of the due date, Getac may delete any and all of Your data hosted in Getac’s cloud environment;

       v) If other than for nonpayment, there is an uncured Default Event as set forth in this Section 2, Getac may restrict Your access to Cloud Software, deactivate Device Software, and delete any and all of Your data hosted in Getac’s cloud environment upon 30 days’ written notice to You.

       vi) If You are using a Trial Version and the license expires or is terminated, Getac may (a) restrict Your ability to access the Cloud Software and any Modules, (b) deactivate Your Device Software, and (c) delete any and all of Your data hosted in Getac’s cloud environment, unless You purchase a license to use the Software prior to expiration of Your Trial Version license.

       vii)Getac may restrict Your access to or deprecate the functionality of any Early Release Modules, which may be made available to you at any time in Getac’s sole discretion.

   You understand and agree that Getac is not obligated to transfer or facilitate the transfer of Your data to any location or application after Your license terminates.

3. Confidentiality

       a. Neither party shall use or disclose the other’s Confidential Information (as hereinafter defined) except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care that such party uses with respect to its own proprietary information, but in no event with safeguards less than what a reasonably prudent business would exercise under similar circumstances. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Each party shall take prompt and appropriate action to prevent or remedy any unauthorized use or disclosure of Confidential Information.

       b. If any Confidential Information must be disclosed to any third party by reason of any legal, accounting or regulatory requirement beyond the reasonable control of the recipient of Confidential Information, the recipient shall promptly notify the disclosing party of the demand or requirement, permit the disclosing party (at its own expense) to seek an appropriate protective order, and the parties will cooperate in effort to do so.

       c. “Confidential Information” means (i) the Software; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure. Confidential Information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement; (b) rightfully received from a third party without confidential limitations; (c) independently developed as evidenced by appropriate records; (d) known to the receiving party prior to its first receipt of same from the disclosing party as evidenced by appropriate records; (e) hereinafter disclosed to a third party without restriction on disclosure; or (f) approved for release by written authorization of the disclosing party.

4. No Warranty; Limitations on Liability.

       a. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

   IN NO EVENT SHALL GETAC BE LIABLE FOR DAMAGE TO OR FOR INTERFERENCE WITH THIRD-PARTY SOFTWARE ARISING FROM THE USE OF GETAC SOFTWARE. YOU BEAR THE RISK OF USING THE SOFTWARE. YOU AGREE GETAC IS NOT RESPONSIBLE FOR INSTALLING, MAINTAINING, OR UPDATING ANY THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS, REGARDELSS OF WHETHER SUCH THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS MAY BE REQUIRED TO RUN GETAC SOFTWARE.

       b. IN NO EVENT WILL GETAC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA OR LOSS OF USE DAMAGES, EVEN IF GETAC HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT, HOWEVER, SHALL THE MAXIMUM LIABILITY OF GETAC ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LESSER OF: (i) THE FEES, IF ANY, YOU PAID FOR THE SOFTWARE IN THE THREE (3) MONTHS PROCEEDING THE DATE OF THE CLAIM; OR (ii) TEN THOUSAND DOLLARS (US$10,000).

5. Data.

       a. Data Use. You agree that Getac may collect and use technical data and related information from its Software and peripherals to facilitate the provision of software improvements and updates, product support, and any other services related to the Software. You further agree that Getac may access, and transfer or make available Your data to its affiliates and partners located throughout the world in the process of facilitating operations and support of Your services, provided such affiliates and partners receiving Your data shall be bound to comply with all applicable laws and regulations controlling such data. You agree Getac may share technical and related data from the Software and peripherals with authorized resellers providing services to You, as long as such information is not criminal justice information (“non-CJI”). Getac reserves the right to place Your Data in a cold cloud storage environment, which You understand can impact immediate availability of Your Data within the Software.

       b. Data Processing. You retain sole responsibility for: (i) all of Your data, including its content, use, loss, and control; (ii) all information, instructions and materials provided by You or on Your behalf, including all Personal Identifiable Information ( “PII”); (iii) Your information technology infrastructure including computers, software, electronic systems, and networks; and (iv) all access to and use of the Software. With respect to any processing of PII, Getac (a) has full legal authority in each jurisdiction where PII will be processed to process such PII; (b) will process such PII only on behalf of the You as necessary to carry out its obligations under the Agreement and only in accordance with Your instructions; (c) will not process such PII for purposes incompatible with those for which it was collected or authorized herein; and (d) has complied, and will comply, with all applicable privacy laws.

       c. Data Security. Getac has implemented and will maintain reasonable measures to secure Your data against unlawful loss, access or disclosure within environments exclusively controlled by Getac. However, You are responsible for the security of Your data, which includes any third party data stored using the Software. Getac is not responsible for the accuracy, completeness or success of any efforts for replication, restoration or recovery of Your data.

6. Indemnification.

   Getac will defend at its expense, any third-party action, suit or proceeding against You (“Claim”) to the extent such Claim is based upon an allegation that the Software infringes a valid United States patent or copyright or misappropriates a third party’s trade secret. Getac will indemnify You for any judgments, settlements, and reasonable attorney’s fees resulting from any such Claim as provided in this paragraph, subject to the following conditions: (a) Getac must be promptly notified in writing by You when You first learn of a potential Claim or that a Claim has been brought, whichever occurs first; (b) Getac shall have sole control of the defense of any proceedings of such Claim and all negotiations for its settlement or compromise; and (c) Getac must receive Your reasonable cooperation and assistance.

   Getac shall have no defense or indemnity obligations for any copyright or patent infringement Claim based, in whole or in part, upon (i) modification of the Software without Getac’s written consent; (ii) a use of the Software other than as designated in the specifications; (iii) use of a version other than the current release of the Software; (iv) specifications provided by You; (v) Your combination of the Software with non-Getac programs, data, hardware, or other materials, if such Claim would have been avoided by the exclusive use of the Getac Software alone; or (vi) use of any Software after notice that You should cease use of such Software due to an infringement Claim, in which event Getac’s indemnity hereunder shall be null and void.

   If any Software becomes the subject of an infringement Claim, or is likely to become the subject of such a Claim, then, in addition to the above obligation to defend the Claim, Getac shall, at its option and in its sole discretion, either (x) timely replace or modify the Software to make it non-infringing; (y) timely procure for You the right to continue using the Software pursuant to this Agreement; or (z) accept return of such Software and refund as appropriate payments made therefore by You.

7. Notices.

       (a)Getac. Written notices to Getac for purposes of this Agreement are to be sent to:
   
       Getac, Inc.
       Attn: Legal Department
       3800 American Blvd. W.
       Suite 500
       Bloomington, MN 55431

       (b)You. Written notices to You for purposes of this Agreement shall be sent to Your address Getac has on file.

8. Miscellaneous.

       a. Entire Agreement. This Agreement sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. This Agreement replaces and supersedes any prior “Clickwrap” or “Shrinkwrap” software licensure agreement accepted by specific performance between You and Getac for the Software and any prior versions thereof.

       b. Modification; Waiver. This Agreement may not be modified, amended, or superseded except pursuant to a written instrument mutually signed by both parties, or as explicitly superseded according to Section 7(a).

       c. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Minnesota. All disputes arising out of this Agreement shall be resolved exclusively in the federal or state courts located within Minnesota, and You hereby agree to the personal jurisdiction and venue of such courts.

       d. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, but You may not assign or otherwise transfer this Agreement or Your rights and duties without the prior written consent of Getac.

       e. Severability. In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.

       f.Third Party Terms. Your use of the software is subject to any third party terms and conditions that accompany the Software or that Getac may tell You about at a later date (if any).

       g. Compliance with Laws. Each party is responsible for its own compliance with applicable laws and regulations.

       h. Export Restrictions. The Software may be subject to United States export control laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws may include restrictions on destinations, end users and use.