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Software Addendum

1. Applicability

This Software Addendum (this “Software Addendum”) applies to Software designated in a current Order between Customer and ZOLL. Capitalized terms not defined below but used herein will have the same meaning as in the Master Software, SaaS and Services Agreement.

2. Software

Subject to the terms and conditions of the Agreement, ZOLL grants to Customer a limited, non-exclusive, non-transferable license to: (A) install and use Software, (I) in executable code format only, (II) in the quantity specified in such Order, (III) in accordance with the License Type (as defined below) specified in such Order, and (IV) for Customer’s internal business purposes only; (B) create one (1) copy of Software solely for backup or archival purposes; (C) install and use one (1) copy of Software only for testing or development purposes; and (D) copy and reproduce the Documentation for Customer’s internal business purposes.

3. Warranty

Subject to the terms and conditions of the Agreement, including the disclaimer in Section 9.C of the Agreement, ZOLL warrants for ninety (90)-days following the Deployment Completion Date of any Software that such Software will materially operate in accordance with the Documentation (the “Software Warranty”); provided, that the Software Warranty will only apply to an initial purchase of Software and not to additional quantities or purchases of Software or related modules. Customer must provide written notice to ZOLL within thirty (30) days of the alleged inconsistency with this warranty, otherwise this Software Warranty will be void. Customer’s sole remedy and ZOLL’s sole obligation in the event of a breach of this warranty is for ZOLL to, at ZOLL’s option, correct the material nonconformity or terminate the applicable Order.

4. License Types

Customer will install and use Software in accordance with the type of license that has been granted in the Order for such Software (“License Type”). Customer may not use Software in a manner that circumvents or interferes with access controls applicable to Software.

License Type Duration Installation Access and Use
Concurrent User License (“CUL”)
Perpetual
Unlimited number of devices
Limited to number of concurrent Users
Device License (“DL”)
Perpetual
Limited to number of specific devices
Limited to number of specific devices
Node License (“NL”)
Perpetual
Unlimited number of devices
Limited to number of devices concurrently using Software
Population License (“PPL”)
Perpetual
Unlimited number of devices
Limited to number of resources specified (crew, vehicles, etc.)
Principal License (“PL”)
Perpetual
Limited to number of devices
Unlimited number of Users
Site License (“SL”)
Perpetual
Unlimited number of devices at the unique street address
Unlimited number of concurrent Users at the unique street address
Subscription License (“SUB”)
Term
Unlimited number of devices
Limited to number of concurrent Users
Third-Party License (“TPL”)
Variable
As set forth by the Third-Party Provider
As set forth by the Third-Party Provider


5. Maintenance

  1. Term and Applicability. Maintenance services set forth in the applicable Order (“Maintenance Services”) will begin ninety (90) days following the commencement of any Software Warranty and will continue thirty (30) days following the date Customer provides written notice of cancellation of the Maintenance Services. To reinstate cancelled or suspended Maintenance Services, Customer must pay the Maintenance Fees that would have been due for such Software for the time period between cancellation or suspension and reinstatement of Maintenance Services. Maintenance Services are available only for Customer’s production environment of Software and are not available for Third-Party Software, SaaS or Services. Notwithstanding anything to the contrary in the Agreement or this Software Addendum, ZOLL may cease providing any Software and Maintenance Services upon six (6) months’ advance notice to Customer. The following paragraphs of this Section 5 (Maintenance) apply only while Customer is current in payment of Maintenance Fees.
  2. Emergency Support. ZOLL will provide 24/7 telephonic support for reproducible defects in the latest version of Software installed on supported hardware and software (“Supported Software”) that cause the Supported Software to not operate substantially in accordance with the Documentation (an “Error”) and completely prevent Customer from using the Supported Software (an “Emergency”). For example, the inability of all Users to use the Supported Software constitutes an Emergency, but the inability of a single User to use the Supported Software does not constitute an Emergency because there is an acceptable workaround available (for example, another User may log in).
  3. Technical Support. ZOLL will provide telephonic support between 6:00 AM to 6:00 PM Mountain Time, Monday to Friday, excluding ZOLL holidays (“Business Days”) for all non-Emergency Errors. Such telephonic support may include: (I) clarification of functions and features of the Supported Software; (II) clarification of the Documentation; (III) guidance in operation of the Supported Software; (IV) assistance in identifying and verifying the causes of suspected Errors in the Supported Software; and (V) advice on bypassing identified Errors in the Supported Software. Customer may only submit Errors to ZOLL via email at support@zoll.com or through ZOLL’s call center at 1-800-663-3911. ZOLL will create an incident report within one Business Day following submission by Customer and will provide Customer with a service request number for each Error. ZOLL will use commercially reasonable efforts to provide a modification, workaround or action plan for each Error.
  4. Exclusions. ZOLL will have no responsibility under this Agreement to fix any Errors arising out of or related to the following causes: (I) Customer’s modification or combination of the Supported Software (in whole or in part); (II) use of the Supported Software on non-supported hardware or software; (III) hardware, telecommunications or internet failures; (IV) Third-Party Software, SaaS or Services; or (V) physical, electrical, electromagnetic or other disruptions. Any Maintenance Services performed by ZOLL for any such Errors will be made, in ZOLL’s discretion, at ZOLL’s then-current time and material charges.
  5. Updates. ZOLL may provide a new general release for Supported Software. Customer will be solely responsible for the installation of any new general release for the Supported Software in accordance with the Documentation and installation instructions provided by ZOLL to Customer.
  6. Designated Interface. Subject to ZOLL’s agreement, Customer will designate an individual or group who have been trained to support the Supported Software to coordinate all Maintenance Services requests from Customer and only such individual or group will be permitted to request and coordinate Maintenance Services from ZOLL.

6. Additional Terms and Conditions

  1. Inspection. During the Term and for a period of six (6) months thereafter, ZOLL will have the right to inspect Customer’s records relating to Customer’s use of and payment for Software. If Customer has underpaid Fees for (or overused) such Software by more than five percent (5%), Customer will pay the cost associated with such inspection and any amounts owed.
  2. TomTom. If an Order includes geographic databases, digital maps, software applications, dynamic spatial data and related materials (the “TomTom Products”) provided by TomTom, Inc., then Customer agrees the TomTom Addendum located at https://www.zolldata.com/legal will additionally govern and apply to such TomTom Products.
  3. NEMSIS Extracts. If an Order includes Standard NEMSIS Extract, Customer acknowledges that it is being provided with the Standard NEMSIS Data Extract for the purposes of data reporting to Customer’s specific state or states. While NEMSIS has established a standard set of reportable data elements, certain states may elect to collect data that is outside the scope of the documented NEMSIS Data Dictionary. Should Customer require such a plug-in to the NEMSIS Extract in order to meet these state requirements, Customer must purchase a state-specific NEMSIS Plug-In from ZOLL if and as available.
  4. ICC Codes. If an Order includes ICC Codes, Software provided to Customer under this Agreement contains information which is proprietary to and copyrighted by or licensed to International Code Council, Inc. (the “ICC Codes”). The portions of information copyrighted by or licensed to the International Code Council, Inc., have been obtained and reproduced with permission. The acronym ICC® and the ICC logo are federally protected trademarks and service marks of ICC. All other code titles are the trademarks and services marks of the International Code Council, Inc. Without advance written permission from the International Code Council, Inc., no part of the International Code Council, Inc.’s copyrighted or licensed material may be reproduced, distributed or transmitted in any form of by any means, including, without limitation, electronic, optical or mechanical means (by way of example and not limitation, photocopying, printing, or recording by or in an information storage retrieval system). For information on permission to copy the International Code Council, Inc. materials, please contact: Publications, 4051 West Flossmoor Road, Country Club Hills, IL 60478. Phone 1-888-422-7233 (ICC-SAFE).