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FIRST ADDENDUM EXHIBIT A
<br /> To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety
<br /> Systems and Indian River County , Florida
<br /> notice . For Supported Equipment InterAct shall , during the applicable Equipment Maintenance Period ,
<br /> coordinate with the applicable manufacturer to obtain repair or replacement of defective Equipment,
<br /> all in accordance with the terms and conditions of the Equipment Maintenance Guide . For Equipment
<br /> which is not Supported Equipment , Customer agrees to look solely to the manufacturer with respect
<br /> to all mechanical , service and other claims and the right to enforce all warranties on such Equipment
<br /> made by said manufacturer are hereby , to the extent InterAct has the right , assigned to Customer .
<br /> d . Indemnity . If a lawsuit is brought against Customer claiming that the Software , other than Third
<br /> Party Software , infringes a U . S . copyright or misappropriates a third party trade secret, InterAct will
<br /> defend Customer in such lawsuit at InterAct ' s expense , and InterAct will pay the damages and costs
<br /> finally awarded against Customer or agreed upon in settlement in such action , but only if : (
<br />i )
<br /> Customer notifies InterAct in writing promptly upon learning that such a claim may be asserted , but
<br /> in any case not later than five ( 5 ) days after Customer receives notice of such lawsuit ; ( ii ) Customer
<br /> grants InterAct sole control over the defense of such claim and any negotiation for its settlement or
<br /> compromise ; ( iii ) Customer accepts any remedial actions provided by InterAct pursuant to Paragraph
<br /> 9 ( e ) below ; and ( iv ) Customer provides such assistance as InterAct reasonably requests .
<br /> e . Other Rights . In the event of a claim under Paragraph 9 ( d ) above , InterAct shall have the rights
<br /> to : ( i ) replace the Software alleged to be infringing with non - infringing software that provides
<br /> substantially the same functionality ; ( ii ) procure for Customer the right to continue using the affected
<br /> Software ; and ( iii ) if InterAct determines that the foregoing actions set forth in clauses ( i ) and ( ii )
<br /> of
<br /> this Paragraph 9 ( e ) are not reasonably practicable or commercially reasonable , terminate Customer's
<br /> license to use the Software alleged to be infringing and , if such termination occurs before the date
<br /> that is five ( 5 ) years after the date that such Software was first licensed by Customer, refund
<br /> to
<br /> Customer a pro - rata portion of the license fees paid for such Software based on a 5 year straight - line
<br /> depreciation schedule commencing upon such date . Paragraph 9 ( d ) and this Paragraph 9 ( e ) state
<br /> Customer' s exclusive remedy , and InterAct ' s exclusive liability , for any claim of infringement or
<br /> misappropriation .
<br /> f. Limitations . InterAct will have no obligation to Customer under this Section 9 if : ( i ) any portion of
<br /> the Software has been modified after delivery to Customer by any party other than InterAct
<br /> ( ii )
<br /> Customer does not promptly install each upgrade , update and other fix or error correction provided
<br /> to Customer by InterAct or its licensors or Equipment manufacturers ; ( iii ) an alleged infringement or
<br /> misappropriation or warranty failure is based upon the combination of the Software with any
<br /> software or equipment not provided to Customer by InterAct ; or ( iv ) an alleged infringement
<br /> or
<br /> misappropriation or warranty failure was caused by InterAct 's compliance with Customer's
<br /> instructions or upon the incorporation of computer code or other materials into the Software or
<br /> Equipment at Customer's request .
<br /> g . Third Party Software . Customer acknowledges and agrees that Third Party Software provided to
<br /> Customer by InterAct is provided to Customer pursuant to the terms of the licensor's applicable
<br /> license , and Customer agrees to be bound thereby and that such terms govern any conflict between
<br /> those terms and this Agreement . Customer will acquire only those rights in the Third Party Software
<br /> granted by applicable license and accorded by applicable law . In the event that any Third
<br /> Party
<br /> Software provided by InterAct to Customer requires acceptance of a " shrink wrap " or " box top
<br />"
<br /> license or agreement or execution of a " click-through " license or agreement for the access , opening ,
<br /> unpacking , installation or configuration thereof, Customer acknowledges and agrees that InterAct
<br /> may act as an agent on Customer's behalf in accepting and executing and such license or agreement
<br /> on behalf of Customer . INTERACT PROVIDES THE THIRD PARTY SOFTWARE " AS IS " AND WITHOUT
<br /> ANY WARRANTIES OF ANY KIND , WHETHER EXPRESS OR IMPLIED . THE WARRANTIES ,
<br /> INDEMNITIES , AND REMEDIES SET FORTH IN THIS SECTION 9 DO NOT APPLY TO THIRD PARTY
<br /> SOFTWARE OR ANY BREACH , INFRINGEMENT, OR MISAPPROPRIATION ALLEGED TO BE CAUSED BY
<br /> THIRD PARTY SOFTWARE . Customer acknowledges it must look exclusively to the manufacturer of
<br /> the Third Party Software for any warranty , maintenance , support or other service or remedy relating
<br /> thereto . Software Maintenance does not apply to Third Party Software .
<br /> h . High Risk Activities . The InterAct Offerings and Project Deliverables may contain technology that
<br /> is not fault-tolerant and is not designed or intended for use in hazardous environments or
<br /> other
<br /> applications requiring fail - safe performance , including without limitation , in the operation of nuclear
<br /> facilities , aircraft navigation or communication systems , air traffic control , weapons systems , direct
<br /> life - support machines or any other application in which the failure of the InterAct Offerings or Project
<br /> Deliverables could lead directly to death , personal injury or severe physical or property damage
<br /> ( collectively , " High Risk Activities " ) , Customer represents that it is not acquiring any of the InterAct
<br /> Offerings for use with High Risk Activities and Customer agrees that InterAct shall have no liability of
<br /> any kind relating to any InterAct Offering used in High Risk Activities .
<br /> h . Compliance with Laws . Customer agrees that it will comply with all U . S . and foreign laws ,
<br /> regulations and orders applicable to Customer's use of the Systems , including all applicable U .
<br />S .
<br /> InterAct Public Safety Systems 5
<br /> Master Purchase , License & Services Agreement v3 . 0
<br /> FC F M -0011 - 1
<br /> (2011 -05-06 )
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