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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 /> export control laws and U . S . Export Administration Regulations and related Executive Orders .
<br /> Customer shall defend , indemnify , pay and hold harmless InterAct from and against all loss
<br />and
<br /> liability arising out of or relating to Customer's failure to comply with such applicable U
<br /> . S . and
<br /> foreign laws , regulations or orders .
<br /> j . WARRANTY DISCLAIMER . EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, TO THE FULL EXTENT
<br /> PERMITTED BY APPLICABLE LAW , INTERACT MAKES NO WARRANTIES OR REPRESENTATIONS
<br /> CONCERNING THE SOFTWARE , EQUIPMENT, SERVICES , INTERACT OFFERING ( S ) OR ANY THIRD
<br /> PARTY SOFTWARE OR OTHER MATERIALS , SERVICES , INFORMATION OR TECHNOLOGY , AND
<br /> INTERACT EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS , EXPRESS OR
<br /> IMPLIED , INCLUDING , BUT NOT LIMITED TO , ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br /> FITNESS FOR A PARTICULAR PURPOSE .
<br /> 10 . Additional Professional Services . InterAct will provide the professional services described in each
<br /> Statement of Work signed by the parties ( the " Services " ) . Customer agrees that each such
<br /> Statement of Work incorporates by reference the terms and conditions of this Agreement and
<br /> constitutes a separate agreement for the purchase of Services . Any change in the scope of Services
<br /> must be agreed upon in writing by InterAct and Customer, and may result in additional fees
<br /> and
<br /> scheduling changes , as determined by InterAct . If specified in a Statement of Work , InterAct will
<br /> provide to Customer deliverable ( s ) created specifically for Customer ( any such deliverables provided
<br /> to Customer by InterAct being referred to herein as the " Project Deliverable " ) . Unless otherwise set
<br /> forth in a Statement of Work or in this Agreement , Project Deliverables shall be deemed to be part of
<br /> the Software for purposes of this Agreement . During installation of the System or any Project
<br /> Deliverables , the Customer shall have the same responsibilities as are outlined in section 7 of
<br /> the
<br /> Software Maintenance Guide ( EXHIBIT A , attached ) and in section 5 of the Equipment Maintenance
<br /> Guide ( EXHIBIT B - 1 , attached ) , including but not limited to the Customer's responsibility to provide
<br /> InterAct with secure high speed remote access to all servers and work stations running the Software .
<br /> Customer will grant access rights to all InterAct personnel so designated by InterAct as authorized by
<br /> InterAct to need access rights .
<br /> 11 . Acceptance Testing .
<br /> a . Acceptance Testing Procedure . In the event that an Order Form specifies that Customer's
<br /> acceptance of all or part of the order specified therein is subject to successful completion of
<br /> acceptance testing , the following procedures and time periods shall apply : Customer will be entitled
<br /> to test the Equipment, Software and Project Deliverable as applicable to determine if they operate in
<br /> accordance with , and otherwise conforms to the mutually agreed upon criteria ( " Acceptance
<br /> Criteria " ) , If acceptance testing is a required term in an Order Form but the period or procedures for
<br /> such acceptance testing are not specified on the Order Form , then ( i ) Customer will have thirty ( 30 )
<br /> days from the date the Equipment/ Software/ Project Deliverable is delivered to Customer in which to
<br /> complete all acceptance testing , and ( ii ) Customer may use its own internal test procedures and any
<br /> sample input . Acceptance of the Equipment/ Software/ Project Deliverable shall not be deemed to
<br /> constitute a waiver by Customer of any rights it may have based on InterAct's warranties .
<br />If no
<br /> Acceptance Criteria are set forth in an Order Form or SOW , then the Acceptance Criteria shall be that
<br /> the Equipment/ Software/ Project Deliverables perform in substantial compliance with the applicable
<br /> Documentation .
<br /> b . Acceptance or Rejection . If Customer determines that the Equipment/ Project
<br /> Deliverable/ Software ( as applicable ) successfully operates in accordance with , and otherwise
<br /> conforms to , the Acceptance Criteria , Customer will notify InterAct that Customer accepts the
<br /> Equipment/ Software/ Project Deliverable within ten ( 10 ) days of the completion of the applicable
<br /> testing period . If Customer determines that the Equipment/ Software/ Project Deliverable does not
<br /> operate in accordance with , or otherwise conform to , the applicable Acceptance Criteria , then
<br /> Customer will provide InterAct with a notice describing the nonconformance to the Acceptance
<br /> Criteria within ten ( 10 ) days of the completion of the applicable testing period . InterAct will
<br /> have
<br /> thirty ( 30 ) days from the date it receives Customer's notice of the nonconformance to correct ( at no
<br /> additional cost to Customer) the Equipment/Software/ Project Deliverable , When InterAct redelivers
<br /> the Equipment/ Software/ Project Deliverable , Customer will be entitled to repeat the testing process .
<br /> The Equipment/ Software/ Project Deliverable ordered on any Order Form will be deemed to have
<br /> been accepted by Customer if ( i ) Customer does not provide InterAct with a written notice
<br /> of
<br /> nonconformance to the Acceptance Criteria within ten ( 10 ) days after expiration of the applicable
<br /> testing period , or ( ii ) the Equipment/ Project Deliverable/ Software ( as applicable ) is put into
<br /> production use by the Customer.
<br /> 12 , LIABILITY LIMITATION . UNDER NO CIRCUMSTANCES WILL INTERACT BE LIABLE UNDER THIS
<br /> AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR
<br /> INCIDENTAL DAMAGES OR LOST PROFITS , WHETHER FORESEEABLE OR UNFORESEEABLE ,
<br /> InterAct Public Safety Systems 6
<br /> Master Purchase , License & Services Agreement v3 . 0
<br /> ( 2011 -05- 06 ) FCFM-0011 - 1
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