IRIS - The Immediate Response Information System

Additional Software Terms of Service

This Additional Software Terms of Service Agreement("Agreement") is entered into between TechRadium and You and contains additional terms regarding Your use of the Software under the Software Terms of Service. By installing, copying, accessing through the internet, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install, copy, access through the internet, or otherwise use the Software.

1.0 Party(ies) / Definitions.

“Licensor,” “TechRadium,” “We,” “Us,” and “Our(s)” refers to TechRadium, Inc.

“Licensee,” “You” and “Your” refers to the entity currently accessing the Software and accepting the terms of this Agreement and who executed the original Software Terms of Service Agreement that authorized access to this Software.

2.0 Limited Nonexclusive License. TechRadium hereby grants to You, and You acknowledge that You are acquiring, only a limited, non-exclusive license (the “License”) to use the Software for use only in the course of Your business. TechRadium remains the owner of all right, title, and interest in the Software and in any copies of or modifications to the Software. The License authorizes one internet access per Authorized Seat to the then current version of the Software and access to the associated support. You agree not to knowingly make or permit the making of copies of the Software except as authorized in writing by TechRadium. You agree not to knowingly engage in, participate in, or permit any other reproduction, distribution, access to, or use of any of the Software, nor in the creation of derivative works based on any of the Software, except as may be specifically pre-authorized in writing from TechRadium. You agree not to knowingly engage in, participate in, or permit any disassembly, decompilation, or other reverse engineering of any part of the Software or the functions or operation thereof.

3.0 Start-Up, Data Upload Format, And Availability. All data and data updates uploaded by You to TechRadium in proper format will be available for Your use through the Software within three (3) business days. Data uploaded by You to TechRadium in any format or method that is unusable by the Software may be returned to You for proper formatting and may cause delay in the availability of that data. Data that requires translation by TechRadium into a format usable by the Software may be subject to an additional charge for such translation. TechRadium shall not be responsible for retrieving data from You.

4.0 Limited Warranty. TechRadium warrants to You that the Software will perform as described in the on-line Software documentation. TechRadium does not guarantee that each intended Recipient will actually receive notifications. No employee, agent, dealer, or distributor of Ours is authorized to modify this limited warranty, nor to make any additional warranties. No action for breach of any limited warranty may be commenced more than one (1) year following the termination of this Agreement. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO ONE (1) YEAR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from state to state.

Map data, 411 database data, and other third-party provided database or data source information (collectively “Third-party Data”), if used by the Software, is not created or controlled by TechRadium and TechRadium expressly disclaims any warranty or representation relating to any Third-party Data information. Third-party Data may not be free of nonconformities, defects, errors, or omissions; may not be available without interruption; may not be corrected if errors are discovered; or may not meet Your specific needs or expectations. You should not rely on any Third-party Data unless You have verified the Third-party Data against actual data from documents of record, field measurement, or observation.

You acknowledge and agree, and You agree to notify Your intended Recipients that, while the Software may be used in high risk situations and in events of actual or potential threat to person or property that could lead to property damage, personal injury, death, or other damages, Your primary source of assistance in response to these high risk situations or events is to contact local law enforcement and other first responders; the Software is intended to supplement, and not replace, local law enforcement and other first responders; the Software is not intended to be Your primary method of communication with, replace notification to, or coordinate with local law enforcement and other first responders who should have already been notified by You prior to using the Software; there are a number of third-party participants and systems over which TechRadium and its suppliers have no control such as power grids, internet functioning, telephone, cellular networks, and other utility or necessary infrastructure (collectively “Utility Infrastructure”) involved in the delivery of Software notifications, which may not be available without interruption, and as a result there is an inherent risk of delay or non-delivery that is beyond the control of TechRadium and its suppliers. It is therefore not reasonable to, and You should not rely on the Software and messaging services in the event of failure of the Utility Infrastructure, and to the extent You do, You do so at Your own risk. You further acknowledge and agree that in the event of any of these high risk situations or events or the potential failure of the Utility Infrastructure, to the extent not prohibited by applicable law, neither TechRadium nor its suppliers shall be liable for any property damage, personal injury, death, or other damages resulting from failure of the Software.

You also agree to:

1. Notify Your intended Recipients that You are the source and supplier of the content of all messages sent by the Software;

2. Notify Your intended Recipients that they may incur additional charges from their service provider for messages, including, but not limited to telephone service fees, text message fees, data fees, and other fees and that they will be responsible for all charges that appear on their service provider bill. TechRadium shall not be responsible for such third-party charges;

3. Provide Your intended Recipients with information on how to opt-out of receiving text messages or other notifications from You; and

4. Provide Your intended Recipients with information on how to receive help in regards to receiving text messages.

5.0 Indemnity. TechRadium's obligation to indemnify You in relation to a claim that the Software infringes, violates or misappropriates a patent, copyright or other intellectual property or proprietary right of any third-party will not apply to the extent any infringement, violation, or misappropriation was directly caused by Your modification or combination of the Software with any other product, system or method not specifically authorized by TechRadium. You shall notify TechRadium in writing after You receive notice of any such claim against you. Your failure to provide TechRadium with written notification within a reasonable period of time to allow TechRadium to respond appropriately will void TechRadium’s indemnity obligations if such failure to notify materially prejudices TechRadium’s ability to present a defense. TechRadium shall have control over the defense and/or settlement thereof. You shall furnish to TechRadium all information and assistance necessary for such defense.

6.0 Non-Transferability. This Agreement, and any rights or obligations hereunder, shall not be assigned, sublicensed, or otherwise transferred by You without the prior written approval of TechRadium. However, without further approval from TechRadium, You have the right to transfer Your interest and responsibilities under this Agreement to a person or entity who acquires all or substantially all of Your assets and who assumes all of Your obligations hereunder. Any prohibited assignment is null and void and a breach of this Agreement.

7.0 Term Of License. Additional Provisions: This License will be for the Term described above beginning on the Effective Date. If at any time after termination of this Agreement, You upload data to the Software or log into your account, then You agree to the terms, conditions, and pricing then in effect for a period of one year from the date of upload. After the initial Term, the License will be automatically renewed (absent notice of non-renewal) for successive one-year Terms under TechRadium’s then current pricing as provided to you in writing. After the initial Term, either Party may decline to renew this Software License for any reason by providing the other Party with written notice no less than thirty (30) days before the end of the then current Term.

8.0 Resell / Distribution. You agree not to resell, license, distribute, or in any way transfer any interest in the Software without prior written consent from TechRadium. You may not rent, lease, or lend the Software or Software access to others.

9.0 Export Restrictions. You hereby warrant to TechRadium that You will not export or re-export directly or indirectly (including via remote access) any part of the Software (including any confidential / proprietary information) to any country, person, entity or end user without the written authorization from TechRadium.

10.0 No Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the right of such Party to require performance of that provision. Any waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

11.0 Limited Remedy. Breach/Notice/Cure/Termination: In the event of a breach of any warranty, covenant, or other provision of this Agreement, the following notice and cure procedures shall apply:

a) The Party not in breach shall give the Party in breach written notice describing the breach;

b) The Party in breach shall then have forty-five (45) calendar days after the date the notice is received in which to cure the breach.

If the Software does not perform as described in the online Software documentation and We are unable to resolve any issue that You have brought to Our attention in writing and had a reasonable opportunity to correct, then Your sole remedy shall be to terminate this Agreement by providing written notice to TechRadium. If TechRadium does not receive your Software License Fee within sixty (60) days of the invoice date, TechRadium has the right to terminate Your access to the Software upon written notice to You. Termination of Your access to the Software shall not terminate Your obligation of payment of past due invoices.

12.0 Dispute Resolution. In the event of any dispute between the Parties relating to this Agreement, the Party believing itself aggrieved shall send to the other Party written notice of such dispute describing the dispute and requesting a negotiation to settle the dispute. The Parties agree to negotiate in good faith in an effort to resolve any dispute related to this Agreement that may arise. If the dispute cannot be resolved by negotiation within forty-five (45) calendar days of receipt of such notice, the Parties agree to submit the dispute to mediation. Each Party shall be responsible for their own costs and expenses of attending mediation including, but not limited to mediator fees. In the event of litigation between the Parties concerning this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and expenses from the other Party. The covenants in this section shall survive the termination of this Agreement.

13.0 Intellectual Property. All title and intellectual property rights in and to the third-party content which may be accessed through use of the Software is the property of the respective third-party content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such third-party content. All rights not expressly granted are reserved by TechRadium. To preserve the value of TechRadium’s name and/or any copyright, trademarks, service marks, trade names, or trade dress adopted and/or used by TechRadium from time to time, You shall not make any use of any of the same for any reason without the written, pre-approval of TechRadium. Such approval shall be in the sole discretion of TechRadium. You shall not remove, alter, or obscure any TechRadium copyright, trademark, or patent notices or markings on any copy of the Software or on any TechRadium promotional materials.

14.0 No Partnership. The Parties are independent. No partnership, agency relationship or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. Neither Party has, and neither Party shall attempt to assert, the authority to make commitments for or to bind the other Party to any obligation and any attempt to do so will be void. The Parties disclaim any intent to create a fiduciary relationship between them.

15.0 Resellers/Distributors. If you engage in the distribution and/or reselling of IRIS services, you hereby consent to the following terms: You shall not engage in any activities involving the copying, reverse engineering, or modification of any TechRadium products, regardless of the purpose. Additionally, you are bound by an agreement to abstain from any direct or indirect involvement in the research, design, or development of a system, product, or method, for a period of two (2) years after the termination of the distribution agreement. This restriction applies irrespective of the location where such research, design, or development takes place and applies to any system, product, or method that competes with TechRadium's Immediate Response Information System.

16.0 Governing Law. The Parties agree that this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to the rules or principles of conflicts of law or choice of law that might cause the laws of any other jurisdiction to apply.

17.0 Modification. This Agreement may be modified or amended from time to time by TechRadium. Any modifications will be presented to You for Your approval through Your Software administrative access. The terms of this Agreement may also be modified by specific reference in the Software Terms of Service.

18.0 Effect Of Partial Invalidity. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, then: a) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected; b) the effect of the ruling will be limited to the jurisdiction of the court or other government body making the ruling; c) the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein; and d) if the ruling, and / or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in this Agreement will be deemed revived and valid and enforceable to the maximum extent permitted by the now controlling principle of law or equity.

19.0 Representations And Authority. You represent that You have read this Agreement in its entirety and understand its terms and that You have the full right, capacity and authority to enter into this Agreement and agree that You will be bound by these terms.

20.0 Version 37-02.