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17-43 Resolution No. 17-43 RESOLUTION AUTHORIZING EXECUTION OF A RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT WITH RAVE WIRELESS, INC. d/b/a RAVE MOBILE SAFETY, FOR LICENSE FEES AND SERVICES IN CONNECTION WITH THE RAVE ALERT FOR PUBLIC SAFETY AND SMART911 SOFTWARE PLATFORMS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.024B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Richard G. Kozal,City Manager,be and is hereby authorized and directed to execute a Rave Mobile Safety Master License and Services Agreement with Rave Wireless,Inc. d/b/a Rave Mobile Safety, for license fees and services in connection with the Rave Alert for Public Safety and Smart9l l software platforms, a copy of which is attached hereto and made a part hereof by reference. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Richard G.Kozal,City Manager,be and is hereby further authorized and directed to execute a License & Services Order Form with Rave Wireless, Inc. d/b/a Rave Mobile Safety in connection with the Rave Alert for Public Safety software platform and to execute a License & Services Order Form with Rave Wireless, Inc. d/b/a Rave Mobile Safety in connection with the Smart9l l software platform, copies of which are attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 22, 2017 Adopted: March 22, 2017 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT This Agreement is hereby made and entered into this 22nd day of March , 2017 by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as"Client")and Rave Wireless, Inc.,d/b/a Rave Mobile Safety, a Delaware corporation (hereinafter referred to as "Rave"). This Master License and Services Agreement(together with Rave's Support and Service Level Policy and all Order Forms entered into by the Parties,hereto(hereinafter referred to as the"Agreement')governs the license of all Products and acquisition and use of all Services provided by Rave. NOW, THEREFORE, consideration of the mutual promises contained herein, the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: By executing this Agreement or any related Rave order form that incorporates this Agreement("Order Form"),the Parties agree to all of the terms and conditions of this Agreement as of the"Effective Date"of such Order Form specified therein with respect to the Products and Services covered under such Order Form. Each of Rave and Client shall also be referred to individually as a"Pw and collectively as the"Parties". Any other capitalized terms used in this Agreement shall have the meanings assigned to them in Section 10 hereof and throughout this Agreement. 1. SERVICES AND PRODUCTS 1.1 Services. In consideration of the Fee(s)payable by Client pursuant to the Order Form(s), Rave shall provide the Client with(i) the Rave services specified in such Order Form(s), (ii) the related technical support services specked in Rave's Support and Service Level Policy ('Support'), and (Iii) the license to Rave's related proprietary application software products) and Documentation(collectively,'Products")set forth in Section 1.2 below. For purposes of this Agreement,the Rave services,Support and Products referred to above in (i}(iii), together with any Professional Services specified in the Order Form(s), are collectively referred to as the"Services". 1.2 Products License. Subject to the terms and conditions of this Agreement, Rave hereby grants to Client a Invited, non- exclusive, non-transferable, non-sublicenseable right and license during the applicable License Term(i)to access and operate the Products, (ii) to permit Administrators to use the features and functions of the Products, and (iii) to make copies of the Documentation solely for Client's internal use by Administrators. Rave may, in its discretion, develop and release generally to licensees updates or upgrades to the Products. Subject to Client's payment of the Fees and all other amounts that may be payable with respect to the Products, Rave shall,during the applicable License Term, make any such updates and upgrades available to Client If and when generally released to licensees at no additional cost(not including any software marketed by Rave as a separate product or as a module for which additional fees are charged). Any such updates and upgrades provided under this Agreement shall be deemed to constitute part of the Products and shall be subject to all of the terms and conditions set forth in this Agreement. Client acknowledges that Rave and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, and other intellectual property rights in and to the Products(and any and all derivative works thereof), and Rave expressly reserves all rights not expressly granted to Client hereunder. 1.3 Product Restrictions. Except to the extent otherwise expressly authorized by Rave under this Agreement, Client shall not, and shall not allow any third party to,copy,modify, adapt,translate,publicly display,publish,create derivative works of or distribute the Products. Client will not use the Products for any purposes beyond the scope of or otherwise not in accordance with the licenses granted in 1.2 above. Without limiting the foregoing, Client will not (i) authorize or permit use of the Products by or for persons other than Administrators;(ii)assign,sublicense,sell,lease or otherwise transfer or convey the licenses granted hereunder, (iii) modify or create any derivative works of the Products (or any component thereof); or (iv) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Products is compiled or interpreted. Client hereby acknowledges that nothing in this Agreement shall be construed to grant Client any right to obtain or use such source code or any derivative works thereof.Client shall duplicate all proprietary notices and legends of Rave upon any and all copies of the Products authorized to be made by Client and shall not remove, after or obscure any such proprietary notice or legend. 2. TERM AND TERMINATION 2.1 License Term and Agreement Term. The initial term of each license to a Product under this Agreement shall be as set forth in the applicable Order Form ('Initial License Term'). Except as otherwise specified in such Order Form, each license will be automatically renewed on the same terms and conditions herein for successive one-year terms (each, a"Renewal License Term"), at Rave's then-current pricing,unless either Party provides written notice to the other Party of its intent not to renew such license at least thirty (30) days prior to the expiration date of the then-current License Term. As used in this Agreement, "License Term' means the entire period during which the license to a Product hereunder is in effect.The term of this Agreement shall commence on the Effective Date of the initial Order Form entered into by the Parties hereunder and,subject to any termination of this Agreement by a Party pursuant to Section 2.2 below, shall automatically expire upon the termination or expiration of all licenses granted under this Agreement("Agreement Term'). 2.2 Termination for Breach/Bankruptcy. Either Party may terminate this Agreement(or the license to any Product(s)hereunder) upon written notice in the event that the other Party fails to make a required payment hereunder or materially breaches this Agreement and thereafter(i)in the case of non-payment, has failed to pay such amounts within five(5)days after receiving written notice thereof; or (ii) in the case of material breach, has failed to cure the breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the other Party) within thirty(30)days after receiving written notice thereof. In addition, either Party may terminate this Agreement upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization,moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been fled against such other Party,which proceeding or petition has not been dismissed,vacated,or stayed within thirty(30)days. Either Party may terminate this Agreement without penalty upon written notice for convenience upon thirty(30)days written notice. 3 Rave Wrrelew,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0 1December 13,2013(Revised 11.20.14)1 Elgin,IL(2.3.17) <1► 2.3 Effect of Termination. Upon any termination or expiration of this Agreement,each Party shall(i)immediately discontinue all use of the other Party's Confidential information and, in the case of the Client,the Products;(ii) return to the other Party or,at the other Party's option,destroy,all originals and all copies of such other Party's Confidential Information then in its possession;and(iii) shall promptly pay all amounts due and remaining payable hereunder. Termination or expiration of this Agreement will automatically terminate all licenses granted hereunder. Without limiting the foregoing, upon any termination or expiration of the license to any Product(s)hereunder,Client's license rights In such Product(s)shall Immediately terminate and Client shall immediately discontinue all use of such Products and Rave's related Confidential Information. 2.4 Survival of Obligations. The provisions of this Agreement that, by their nature, are intended to survive a termination or expiration of this Agreement(or the license to any Products hereunder), including without limitation Client's obligations to pay any amounts due and outstanding hereunder and the provisions of Sections 1.3, 2.3,2.4, 4, 5,6, 7, 8, 9 and 10 hereof, shall survive termination or expiration of this Agreement(or the license to any Product(s)hereunder). 3. PROFESSIONAL SERVICES Any Professional Services to be provided by Rave to Client shall be provided in accordance with the specific terms and conditions of the relevant Order Form covering such Professional Services (and any Statement of Work attached thereto as an exhibit or otherwise incorporated by reference therein," ff), including,but not limited to,the fees payable by Client to Rave thereunder. 4. FEES AND PAYMENTS The license fees payable by Client for each Product and the fees payable for any related Professional Services are set forth in the applicable Order Form covering such Product(s) and/or Professional Services, as the case may be (collectively, "EM'). All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees,customs duties and similar charges. Client will be responsible for payment of all such taxes(other than taxes based on Rave's net income), fees, duties and charges, and any related penalties and Interest, arising from the payment of any Fees,the grant of license rights or the delivery of Services under the Agreement. Client must notify Rave, or its designee,in writing of any dispute or disagreement with invoiced charges within sixty(60)days after the date of invoice. Absent such notice,Client shall be deemed to have agreed to the Fees as invoiced upon the expiration of such time period. Rave reserves the right to charge,and Client agrees to pay,a late charge equal to one half percent(%%)per month on any amount that is not the subject of a reasonable, good faith dispute that is unpaid on the due date,and on any other outstanding balance. 5. CLIENT OBLIGATIONS 5.1 Client Operation. Client acknowledges and agrees (i)that Client is responsible for certain aspects of the operation of the Products, as set forth in the Documentation,Including the related training and supervision of Administrators, and(ii)that in no event shall Rave have any liability relating to Client's or any Administrators' failure to operate the Products in accordance with the Documentation. 5.2 Client Compliance. Client shall use the Services in compliance with all applicable laws, statutes, regulations, ordinances, rules or other requirements promulgated by governing authorities or otherwise imposed by Third Party Service Providers having jurisdiction over the Parties or the operation or use of the Services, including without limitation any contract provisions prohibiting Client from utilizing the Services to deliver to any Third Party Service Provider for transmission or dissemination material that violates any content restrictions set forth therein. In any event, Client shall not (1) deliver to Third Party Service Providers for transmission or disseminate any content or material under this Agreement that (a) is harassing, defamatory, libelous, abusive, threatening,obscene, coercive or objectionable,including material that is false,misleading or inaccurate or(b)violates the rights of any person or company protected by copyright, trademark, trade secret, patent or other intellectual property or similar laws or regulations;(ii)use the Services or Rave's systems to transmit or disseminate unsolicited material, including without limitation"Junk mail"or"unsolicited bulk e-mail",or other advertising material to persons or entities that have not specifically agreed to receive such material by either opting in or not opting out in a lawful manner; (iii)send messages to individuals who have opted out of receiving messages from Client;or(iv)use the Services or Rave systems to introduce malicious programs into the Products,Rave's systems, or the Third Party Service Providers' networks or servers, including viruses, warms, Trojan horses, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept or extract data. Under no circumstances shall Client be authorized to make any representations, warrantees or guarantees with respect to the Services, except to the extent expressly set forth in this Agreement. Client shall be responsible for the compliance by all Designated Institutions and their respective Administrators with all of the terms and conditions of this Agreement. 5.3 Client Content. If Client provides or otherwise makes available any information or any other data collected by Client or a third party regarding End Users to Rave or any Third Party Service Provider or Emergency Service Provider in connection with the operation or use of the Services(collectively,the"Client Content1,Client represents and warrants that Client has any and all legal rights in and to such Client Content,In order to use and disclose,and permit use and disclosure of,the Client Content in connection with the operation and use of the Services as contemplated by the Documentation or this Agreement. 6. LIMITED WARRANTY AND LIMITATIONS 6.1 Limited Warranty. THE SERVICES AND PRODUCTS ARE PROVIDED"AS IS"AND ON AN"AS AVAILABLE"BASIS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RAVE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, RELATING TO THE SERVICES AND PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DATA ACCURACY, SATISFACTORY QUALITY, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY RAVE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. Rave does not warrant that the Services or Products will meet Client's or any Designated Institution's requirements, that the operation thereof will be uninterrupted or error-free,or that all errors will be corrected. Without limiting the foregoing,the Client acknowledges and agrees that(i)Rave cannot guarantee the performance of any Third Party Service Provider or Emergency Service Provider and that neither Party may make any claims or guarantees on behalf of Third Party Service Providers or Emergency Service Providers regarding any matters,(ii)delivery of any messages or any information regarding End Users in connection with the operation or use of the Services is not guaranteed and neither Rave nor any Third Party Service Provider or Emergency Service Provider shall be responsible for any failure of delivery,and(iii)Rave shall not be responsible for any disruption to or failure of the Services resulting 4 Rave Wireless,Inc.d/bla Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) e> from the actions or inactions of any Third Party Service Providers or Emergency Service Providers. Client acknowledges and agrees that the Services and Products are not Intended to replace the services of primary safety and emergency response services, including without limitation, 911 or equivalent,fire,police,emergency medical and public health services (collectively, 'Emergency Service Providers"). 8.2 Umitetion of Liability. IN NO EVENT SHALL RAVE OR ANY RAVE REPRESENTATIVE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT,SPECIAL,CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING,WITHOUT LIMITATION, LOST PROFITS,BUSINESS INTERRUPTION,COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RAVE OR SUCH RAVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Notwithstanding anything herein to the contrary,the cumulative liability of Rave to Client or Client to Rave and any third party for all claims arising from or relating to this Agreement and/or the operation or use of the Services and Products shall not exceed the total amount of all Fees paid to Rave by Client hereunder during the twelve(12)-month period immediately prior to the event,act or omission giving rise to such liability,regardless of whether any action or claim is based on warranty, Indemnification, contract, tort, negligence, strict liability or otherwise. The existence of multiple claims will not enlarge this limit. The warranty disclaimers and exclusions and limitations of liability in this Section 8 are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective and form an essential basis of the bargain between the Parties.Absent any of such disclaimers,exclusions or limitations of liability,the provisions of this Agreement,including,without limitation,the economic terms,would be substantially different. 7. CONFIDENTIALITY 7.1 Mutual Con iderrttality Obligations. Each Party agrees: (i)to use the Confidential information of the other Party only for the purposes of this Agreement; (ii)to hold in confidence and protect the Confidential Information of the other Party from dissemination to,and use by, any third party; (iii)not to create any derivative work from Confidential Information of the other Party;(iv)to restrict access to the Confidential Information to such of its personnel,agents,and/or consultants who have a need to have access and who have been advised of and have agreed in writing or are otherwise required to treat such information as confidential;and(v)to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. 7.2 Confidentlaitty Exceptions. The foregoing restrictions shall not apply to Confidential Information that(i)is publicly available or In the public domain at the time disclosed; (ii)is or becomes publicly available or enters the public domain through no faun of the recipient;(111)is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient;(vi)is approved for release or disclosure by the disclosing Party without restriction;or(vii) is required to be publicly disclosed by the recipient pursuant to applicable freedom of information laws, including but not limited to the Illinois Freedom of Information Act(5 ILCS 140/1,et seq.). 7.3 Disclosure of Information about End Users. Rave shall not rent,trade or sell information regarding End Users(including,but not limited to, any Client Content)to any third party; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (1) Rave may disclose any such information to Third Party Service Providers and Emergency Service Providers in connection with the operation and use of the Services or as necessary to comply with applicable laws and governmental orders and (ii)under no circumstances shall Rave or any Rave Representative be liable for the failure of Client or any third party(including,but not limited to, any Designated Institution, Third Party Service Provider or Emergency Service Provider) to comply with its own privacy policies and all applicable privacy laws and regulations. 8. INDEMNIFICATION Except as otherwise provided below, Rave shall defend or,at its option,settle any claim,cause of action, suit,proceeding or other action brought by a third party(not including any non-practicing entity) against Client directly and to the extent arising out of an allegation by such third party that any use of or access to a Product by Client as expressly authorized under this Agreement infringes any U.S. patent issued to such third party as of the commencement of the Agreement Term(each, a"Claim"), and Rave shall indemnify and hold Client harmless against all costs and reasonable expenses (including reasonable attorneys' fees), damages,and liabilities arising out of any such Claim finally awarded to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such Claim by Rave(collectively,'Losses"),provided that Client gives Rave (i) prompt written notice of such Claim; (to sole authority to control and direct the defense and/or settlement of such Claim; and (iii) such Information and assistance as Rave may reasonably request, at Rave's expense, in connection with such defense and/or settlement. Upon the occurrence of any Claim for which indemnity by Rave is or may be due under this Section 8, or in the event that Rave believes that such a Claim is likely, Rave may, at its option (1) modify the relevant Product so that it becomes non-infringing, or substitute functionally equivalent software or services; (11)obtain a license to the applicable third-party intellectual property rights;or(III)terminate this Agreement(or the license to such Product hereunder)on written notice to Client and refund to Client any unused license fees under the then-current License Term. Rave shall not be liable for any costs or expenses incurred by or on behalf of Client in connection with any Claim for which indemnity by Rave is or may be due under this Section 8 without the prior written consent of an authorized officer of Rave. Rave's indemnity obligations set forth in this Section 8 shall constitute Rave's entire liability and Client's sole remedy for any actual or alleged intellectual property infringement claim with respect to the Services or Products. Notwithstanding anything herein to the contrary, Rave shall have no obligation or liability for any intellectual property infringement claim and any related losses, costs, expenses, damages and liabilities whatsoever to the extent arising from (a) the combination, operation, or use of the Product with products, services, information, materials, technologies, business methods or processes not furnished by Rave or otherwise expressly contemplated by the Documentation; (b)modifications to the Product,which modifications are not made by Rave or any parry expressly authorized by Rave in writing;(c) use of the Product except in accordance with this Agreement,the Documentation and any other applicable user documentation or specifications furnished by Rave in writing; (d)failure of Client to implement any updates and upgrades provided by Rave that would make the Product non-infringing;and/or(e)any intellectual property provided or otherwise made accessible to Rave by Client or any of its Affiliates. To the extent permitted by applicable law, in connection with any intellectual property infringement claim against Rave and/or any Rave Representative by a third party arising out of any actions or omissions by Client covered by(a)-(e) in the preceding sentence, Client shall defend, indemnify, and hold Rave and each Rave Representative harmless against all costs and 5 Rave Wireless,Inc,d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) 7i-ti'I'` reasonable expenses(excluding attorneys'fees),damages, and liabilities to the extent arising out of any such claim against Rave and/or such Rave Representative by a third party(including without limitation any End User or governmental agency),provided that Rave gives Client (i) prompt written notice of such claim; (ii) sole authority to control and direct the defense and/or settlement of such claim;and(iii)such Information and assistance as Client may reasonably request,at Client's expense,in connection with such defense and/or settlement. Client shall not be liable for any costs or expenses incurred by or on behalf of Rave in connection with any intellectual property infringement claim for which indemnity by Client is or may be due under this Section 8 without the prior written consent of any authorized officer of Client. 9. MISCELLANEOUS 9.1 Applicable Law/Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or connection with this Agreement shall be in Circuit Court of Kane County,Illinois,without jury. Rave hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and Rave agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service. 9.2 [Section Intentionally Omitted.] 9.3 Force Majeure. Rave shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god,fire,strike,embargo, terrorist attack,war or any other military action,insurrection or riot or other causes beyond the reasonable control of Rave. 9.4 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of U.S. mail, postage prepaid or by nationally recognized overnight courier service,to the Parties to the Agreement and addressed,if to Client,as set forth in the Order Form,or if to Rave,as follows: Rave Wireless,Inc. 50 Spoon Street,Suite 301 Framingham,MA 01701 Attention: Chief Executive Officer or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient and sends a duplicate of such notice by the means specified herein. Such notices shall be effective on the date indicated in such confirmation. 9.5 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the other Party's prior written consent, and, absent such consent, any purported assignment or delegation shall be null,void and of no effect; provided, however, that either Party, upon written notification to the other Party, may assign this Agreement in connection with any merger, consolidation,corporate restructuring,sale of any substantial portion of its assets,or any transaction in which more than fifty percent (50%)of its voting securities are transferred,unless any such successor or assignee of Client is a competitor of Rave,in which case Client must obtain Rave's prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Rave and Client and their respective permitted successors and assigns. 9.6 Independent Contractors. Client and Rave acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture,partnership,employment relationship or franchise between them,and the Parties are acting as independent contractors in making and performing this Agreement.Neither Party has the power or authority as agent,employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. 9.7 AmendmentiWalver. No amendment to this Agreement or any addendum shall be valid unless in writing and signed by the authorized representatives of the Parties. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver Is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right 9.8 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. 9.9 Export Controls. Client will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of any Product to any country for which any export license or approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained. 9.10 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement,whether express or implied, shall confer upon any person or entity, other than the Parties and their permitted successors and assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 9.11 U.S. Government Licensees. Each of the components that constitute each Product is a "commercial item"as that term is defined at 48 C.F.R.2.101,consisting of"commercial computer software"and/or"commercial computer software documentation'as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4,all U.S. Government licensees acquire the Product with only those rights set forth herein. 9.12 Immunity. if applicable and to the extent not prohibited or otherwise authorized by applicable law,each Party will be entitled to not less than the same benefits and protections afforded by any law,regulation or other applicable rule which extends protections to the other Party in any form, including, but not limited to, governmental or other immunity, Indemnification or other protection. Neither Party will object to or interfere with the assertion of such immunity by the other Party, 9.13 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. s Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) `N' 9.14 Signatures. This Agreement may be executed in the signature block below(if applicable)in any number of counterparts,each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement. This Agreement may be executed by facsimile or electronic signature. Notwithstanding the foregoing, this Agreement will be deemed to be executed upon the execution by the Parties of any Order Form incorporating this Agreement by reference therein. 9.15 Entire Agreement. This Master License and Services Agreement,together with the SLP and all Order Forms(and SOWS,if applicable)entered into by the Parties,sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and,except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for in this Agreement. In the event a conflict arises between this Master License and Services Agreement and the provisions of any other document comprising part of this Agreement,this Master License and Services Agreement will govern unless the other document expressly provides otherwise. No term or provision set forth or cross-referenced in any purchase order or payment documentation will be construed to amend,add to,or supersede any provision of this Agreement. 10. DEFINITIONS 10.1 "Administrators'mean personnel of Client and Designated Institutions authorized by Client to access the Products on behalf and for the benefit of Client and such Designated Institutions,respectively. 10.2 "9ffll=' means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity,whether directly or indirectly through one or more intermediaries. 10.3 "Client°means the client speafically identified on the Order Form(s)or in the signature block of this Agreement(if applicable). 10.4 'Confidential Information" means the terms of this Agreement and all documents, material or information relating to the Services and the provision thereof,Including,but not limited to,the Documentation,personally identifiable information regarding End Users and all other information that either Party treats as proprietary or confidential. 10.5 "Control" and its derivatives means legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting capital stock(or other ownership interest, if not a corporation)of an entity, or actual managerial or operational control over such entity. 10.5 'Designated Institution" means any Affiliate and/or any other institution, organization, entity and person for whose benefit Client is licensing one or more Products hereunder as specified in the relevant Order Form. 10.7`Documentation means Rave's then-current standard product and user guides and/or related documentation generally made available to licensees of Products,as such Documentation may be modified by Rave,in its sole discretion,from time to time. 10.6 "End Users" means individuals associated with Client and/or any Designated Institution who register with Rave or are otherwise eligible to receive and/or send messages from or otherwise utilize the benefits of the Services and individuals who Independently register with Rave to establish a safety profile or are otherwise eligible to receive or utilize the benefit of the Services. During the Agreement Term, Client may be responsible for notifying Designated Institutions and End Users that they are each subject to Rave's applicable then-current Terms of Use and Privacy Policy in connection with their respective operation and use of the Services(if applicable). 10.9 "Privacy Policy" means Rave's Privacy Policy, as such Privacy Policy may be amended by Rave, in its sole discretion,from time to time. 10.10 'Professional Services"means the separate support offerings for Client that are not included as part of the Support,but are provided by Rave at an additional cost as specified in the applicable Order Form(s),including,but not limited to,those related to the set-up,integration and training for each Product. 10.11 'Rave Representatives"means Rave and Its Affiliates and each of their respective directors,officers,employees,contractors and other representatives. 10.12 'Support and Service Level Policy" or"SLP" means the Support and Service Level Policy for the Products set forth in Appendix 1 hereto. 10.13 "Terms of Use"means Rave's separate Terms of Use for Designated Institutions and for End Users,as such Terms of Use may be amended by Rave,In its sole discretion,from time to time. 10.14"Third Party Service Provide ri means a telecommunications, internet, voice broadcasting, voice messaging or other service provider providing mobile telephone,internet or other Intermediary services to subscribers that allow or relate to the operation or use of the Services by End Users or a licensor or other third party from whom Rave has received sublicensing rights in connection with the operation or use of the Products,as the case may be. City of El Rave Wireless,Inc.,d/b/a Rave Mobile Safety By: By: Name, Richard G. Kozal Name: lehr'lal..-✓yl—r ha.1I Title: City Manager Title: elf o Date: March 22, 2017 Date: 7 Rave W reless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)1 Elgin,IL(2.3.17) APPENDIX 1 (TO RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT) SUPPORT AND SERVICE LEVEL POLICY f"SLP"} Purpose This SLP sets forth Rave's undertakings with respect to providing customer support to the Client and the service levels associated with the Services provided to Client during the Term of the Agreement. 1. Service Reliability. Rave shall provide an uptime of 99°x6 for the Services,subject to scheduled updates and maintenance and to any downtime caused by the Client or by Third Parry Service Providers. For unplanned downtime(an"Event"), Rave will assign a trouble severity code based on Rave's assessment of the Event at the point of trouble identification. Rave will make adjustments to the trouble severity code based on how the Event proceeds. Trouble Severity Code Description Initial Response Time Status Update Intervals Sev 1 "Sev 1 Error"means a 20 min. 30 min. catastrophic Event causing a complete(100%)loss of a key safety related feature of the Services Sev 2 "Sev 2 Error"means a non- For Events reported during 2 hour catastrophic Event causing a normal business hours(9am significant component of the to 5pm EST Monday through Services to fail or to perform Friday),24 hours from time of materially different than expected, report. For Events reported creating significant inconvenience to outside of normal business the Client hours,24 hours from beginning of next business day Sev 3 "Sev 3 Error"means an Event that: For Events reported during As appropriate (a)has minimal current impact on normal business hours,24 the Client,and(b)causes a hours from time of report. malfunction of a non-essential For Events reported outside Product feature. of normal business hours,24 hours from beginning of next business day 2. Points of Contact and Escalations. If Client experiences an Event,Client may contact Rave's customer support hotline at 888- 605-7163 available 24X7X365 or by e-mail at techsupuort(Dravewireless.com. • Non-Sev 1 Events are submitted via email at techsupgort0-ravewireless.com. • For Sev 1 Events,Rave will provide continual support until the Event is resolved. Client and Rave will exchange ticket numbers for tracking an Event beginning with the initial report of trouble. Client may be required to interface with any third party hardware and software vendors,carriers or other service providers. Client Contact Information(for escalation or technical issues) Contact Name&Title Phone Mobile Email 1 Point of Contact 1 Escalation 2 Escalation a Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) U' 3. Carrier and Other Service Provider Related Service Guarantees. Rave does not provide any service levels or support with respect to any carrier or other Third Party Service Provider. Rave's sole responsibility with respect to carriers and other Thins Party Service Providers will be to make commercially reasonable efforts to ensure evailabllity of such third party's services. 4. Change Control Marragement/Update Management. A. Product Modifications by Rave: Rave may modify Products from time to time to install bug fixes and required updated(as deemed appropriate by Rave). B. Implementation of Updates/Maintenance: Rave will ensure that any planned maintenance and update events within the Products will be executed in a professional manner. Proper execution includes advance notification to Client by Rave. C. Service Interruptlons and Advanced Notification Requirements: Rave will provide Client with at least 72 hours advance notice via e-mail of all planned maintenance activities resulting in any service Interruptions or possibility of any service Interruption that will have a direct impact on Services. Unless otherwise arranged, Rave will perform planned service Interruptions within a maintenance window from Monday to Sunday between the hours of 05:00 AM to 07:00 AM Eastern Standard Time. Rave shall perform emergency maintenance as necessary and will, if possible,give advance notice thereof to Client. "Emergency" shall mean that Rave has become aware of a problem that, if an Immediate remedy is not implemented, will prevent Rave from continuing to support and provide the elements and aspects of the Services. Emergency downtime outside of the maintenance window will be counted as unscheduled downtime in determining whether Rave has achieved its service uptime goal. 5. Availability. Rave will have no liability for unavailability of any Services caused,in whole or in part, by Client's use of the Services other than In accordance with the terms and conditions of the Agreement or the Documentation,by any Designated institution's operation or End User's use of the Services other than in accordance with Rave's applicable then-current Terms of Use,or for any causes beyond the reasonable control of Rave or that are not reasonably foreseeable to Rave, including but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, the failure or unavailability of any services provided by Third Party Service Providers or Emergency Service Providers, or any inaccuracy or Insufficiency in any information regarding End Users. [Remainder of Page Intentionally Left Blank.] s Rave Wireless,Inc.cMa Rave Mobile Safety Master License and Services Agreement Version 5.0/Decernber 13,2013(Revised 11.20.14)1 Elgin,IL(2.3.17) RAVE M 0 B I L E S A F E T Y LICENSE&SERVICES ORDER FORM("ORDER FORM") CLIENT INFORMATION: CLIENT NAME(-CLIENT"): City of Elgin,IL ADDRESS: 151 Douglas Ave Elgin,IL 80120 CONTACT NAMEMTLE: Jamie Fleisner I Deputy Director,Communications PHONE: (847)289-2713 EMAIL: fieloner_j@cityofelgin.org INITIAL LICENSE TERM: March 1,2017 through February 29,2020 FEES INFORMATION: ANNUAL LICENSE FEES: Product Description Unit Qty Annual License Fee Smart911 Annual License(1 to 50 positions) Seats 4.00 $19,948.00 Annual License Fee(s): $19,948.00 PROFESSIONAL SERVICES FEES: One-Time Service Description One-Time Fee Smart911 Setup and Configuration per PSAP $0.00 Total Set-Up Fee(s): $ TOTAL FEES: #of Years Cost Per Total year Contract Annual Fees: 1 3 $19,948.00 $59,844.00 One-Time Fees(Set Up&Integration): $_ Total Fees $59,844.00 Fees Payable Net 30: $19,948.00 STANDARD CONDITIONS: 1. Effective Date. The effective date of this Order Form will be the date of last execution as set forth in the signature block below("Effective Date'l. 2. Master License and Services Agreement By signing this Order Form,the Parties agree to be bound by all of the terms and conditions of the Rave Mobile Safety Master License and Services Agreement('Agreement")which is expressly Incorporated by reference in this Order Form as attached hereto as Attachment A. Any capitalized terms used In this Order Form,unless specifically defined herein,shall have the meanings assigned to them in the Agreement. By signing this Order Form,Client agrees to license the Products listed above subject to all of the terms and conditions of the Agreement and this Order Form. Client's offer to license the Products becomes a binding commitment upon signing of this Order Form by both Parties. The individual representatives of the Parties executing this Order Form have full authority to bind Client or Rave and each of their respective Affiliates to the terms and conditions of the Agreement. 3. Fees Payable. Client shall pay to Rave,or its designee,without offset or deduction,the Fees set forth in this Order Form (or a related invoice in connection with any Renewal License Term)within thirty(30)days of the relevant Rave invoice. RAVE M 0 8 1 L E S A F E T Y Rave reserves the right to increase the above-referenced"Annual License Fees"(not to exceed 10%annually)following the Initial License Term or any Renewal License Term,as the case may be. 4. Purchase Orders. Client agrees that if its internal procedures require that a purchase order be Issued as a condition to payment of any Fees due to Rave,Client will timely issue such purchase order to Rave. Notwithstanding the foregoing, Client agrees that the absence of a purchase order or other ordering document may not be used as a defense to avoid or excuse the performance of any of Client's obligations under the Agreement,including, but not limited to,payment of all Fees due to Rave. 5. Services. Client is responsible for supplying and maintaining,at its own expense,the required hardware and supplies to run the related Product(s). In addition,the above-referenced"Remote Set-Up and Configuration"fees cover an Initial one- time deployment. If Client makes infrastructure or other changes(including,but not limited to,changes in its location, call-taking equipment,carrier,network or other hardware)that require re-deployment and additional testing of Services, additional Set-Up and Configuration fees may apply. SPECIAL CONDITIONS: AGREED AND ACCEPTED: RAVE WIRELESS,INC.dfbta Rave Mobile Safety Signature: (4 Printed Name: JENNA MOPHAIL Title: CHIEF FINANCIAL OFFICER Date: 21 7-11--,1- CLIENT: City of Elgin,I Signature: / (jam Printed Name: Richard G. Koza1 Title: City Manager Date: March 22, 2017 ATTACHMENT A RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT This Agreement is hereby made and entered into this day of , 2017 by and between the City of Elgin, Illinois,a municipal corporation (hereinafter referred to as"Client")and Rave Wireless, Inc.,d/b/a Rave Mobile Safety, a Delaware corporation (hereinafter referred to as "Rave"). This Master License and Services Agreement(together with Rave's Support and Service Level Policy and all Order Forms entered into by the Parties,hereto(hereinafter referred to as the"Agreement")governs the license of all Products and acquisition and use of all Services provided by Rave. NOW, THEREFORE, consideration of the mutual promises contained herein, the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: By executing this Agreement or any related Rave order form that incorporates this Agreement("Order Form'), the Parties agree to all of the terms and conditions of this Agreement as of the"Effective Date"of such Order Form specified therein with respect to the Products and Services covered under such Order Form. Each of Rave and Client shall also be referred to individually as a"PA' and collectively as the"Parties". Any other capitalized terms used in this Agreement shall have the meanings assigned to them in Section 10 hereof and throughout this Agreement. 1. SERVICES AND PRODUCTS 1.1 Services. In consideration of the Fee(s)payable by Client pursuant to the Order Form(s), Rave shall provide the Client with(1) the Rave services specified in such Order Form(s), (ii) the related technical support services specified in Rave's Support and Service Level Policy ("Su2pgrtl, and (III) the license to Rave's related proprietary application software product(s) and Documentation(collectively,"Products")set forth in Section 1.2 below. For purposes of this Agreement,the Rave services,Support and Products referred to above in (i)-(iii),together with any Professional Services specified in the Order Form(s), are collectively referred to as the"Services'. 1.2 Products License. Subject to the terms and conditions of this Agreement, Rave hereby grants to Client a limited, non- exclusive, non-transferable,non-sublicenseable right and license during the applicable License Term(1)to access and operate the Products, (Ii) to permit Administrators to use the features and functions of the Products, and (iii) to make copies of the Documentation solely for Client's internal use by Administrators. Rave may, in its discretion, develop and release generally to licensees updates or upgrades to the Products. Subject to Client's payment of the Fees and all other amounts that may be payable with respect to the Products, Rave shall, during the applicable License Term, make any such updates and upgrades available to Client if and when generally released to licensees at no additional cost(not including any software marketed by Rave as a separate product or as a module for which additional fees are charged). Any such updates and upgrades provided under this Agreement shall be deemed to constitute part of the Products and shall be subject to all of the terms and conditions set forth in this Agreement. Client acknowledges that Rave and its licensors own all right, title, and Interest, including all patent, copyright, trade secret, trademark,moral rights,and other intellectual property rights in and to the Products(and any and all derivative works thereof), and Rave expressly reserves all rights not expressly granted to Client hereunder. 1.3 Product Restrictions. Except to the extent otherwise expressly authorized by Rave under this Agreement, Client shall not, and shall not allow any third party to,copy,modify,adapt,translate, publicly display,publish,create derivative works of or distribute the Products. Client will not use the Products for any purposes beyond the scope of or otherwise not in accordance with the licenses granted in 1.2 above. Without limiting the foregoing, Client will not(i) authorize or permit use of the Products by or for persons other than Administrators;(11)assign,sublicense,sell,lease or otherwise transfer or convey the licenses granted hereunder; (iii)modify or create any derivative works of the Products (or any component thereof); or(iv) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Products is compiled or interpreted. Client hereby acknowledges that nothing In this Agreement shall be construed to grant Client any right to obtain or use such source code or any derivative works thereof.Client shall duplicate all proprietary notices and legends of Rave upon any and all copies of the Products authorized to be made by Client and shall not remove,alter or obscure any such proprietary notice or legend. 2. TERM AND TERMINATION 2.1 License Term and Agreement Term. The initial term of each license to a Product under this Agreement shall be as set forth in the applicable Order Form ("Initial License Term'. Except as otherwise specified In such Order Form, each license will be automatically renewed on the same terms and conditions herein for successive one-year terms(each,a"Renewal License Terra'), at Rave's then-current pricing,unless either Party provides written notice to the other Party of its Intent not to renew such license at least thirty (30) days prior to the expiration date of the then-current License Term. As used in this Agreement, "License Term" means the entire period during which the license to a Product hereunder is in effect.The term of this Agreement shall commence on the Effective Date of the initial Order Form entered into by the Parties hereunder and,subject to any termination of this Agreement by a Party pursuant to Section 2.2 below,shall automatically expire upon the termination or expiration of all licenses granted under this Agreement("Agreement Term"). 2.2 Termination for Breach/Bankruptcy. Either Party may terminate this Agreement(or the license to any Product(s)hereunder) upon written notice In the event that the other Party fails to make a required payment hereunder or materially breaches this Agreement and thereafter(1)in the case of non-payment, has failed to pay such amounts within five(5)days after receiving written notice thereof; or(ii) in the case of material breach, has failed to cure the breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the other Party)within thirty(30)days after receiving written notice thereof. In addition, either Party may terminate this Agreement upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws,or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such other Party,which proceeding or petition has not been dismissed,vacated, or stayed within thirty(30)days. Either Party may terminate this Agreement without penalty upon written notice for convenience upon thirty(30)days written notice. 3 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) Nr 2.3 Effect of Termination. Upon any termination or expiration of this Agreement,each Party shall(I) immediately discontinue all use of the other Party's Confidential Information and, in the case of the Client,the Products;(ii)return to the other Party or, at the other Party's option,destroy,all originals and all copies of such other Party's Confidential Information then in Its possession;and(iii) shall promptly pay all amounts due and remaining payable hereunder. Termination or expiration of this Agreement will automatically terminate all licenses granted hereunder. Without limiting the foregoing, upon any termination or expiration of the license to any Product(s)hereunder,Client's license rights in such Product(s)shall immediately terminate and Client shall immediately discontinue all use of such Products and Rave's related Confidential Information. 2.4 Survival of Obligations. The provisions of this Agreement that, by their nature, are intended to survive a termination or expiration of this Agreement(or the license to any Products hereunder), including without limitation Client's obligations to pay any amounts due and outstanding hereunder and the provisions of Sections 1.3, 2.3, 2.4, 4, 5, 6, 7, 8, 9 and 10 hereof,shall survive termination or expiration of this Agreement(or the license to any Product(s)hereunder). 3. PROFESSIONAL SERVICES Any Professional Services to be provided by Rave to Client shall be provided in accordance with the specific terms and conditions of the relevant Order Form covering such Professional Services (and any Statement of Work attached thereto as an exhibit or otherwise incorporated by reference therein,"SOW"),including,but not limited to,the fees payable by Client to Rave thereunder. 4. FEES AND PAYMENTS The license fees payable by Client for each Product and the fees payable for any related Professional Services are set forth in the applicable Order Form covering such Product(s) and/or Professional Services, as the case may be (collectively, °f22f). All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees,customs duties and similar charges. Client will be responsible for payment of all such taxes(other than taxes based on Rave's net income), fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees,the grant of license rights or the delivery of Services under the Agreement. Client must notify Rave,or its designee, in writing of any dispute or disagreement with invoiced charges within sixty(60)days after the date of invoice, Absent such notice, Client shall be deemed to have agreed to the Fees as invoiced upon the expiration of such time period. Rave reserves the right to charge, and Client agrees to pay,a late charge equal to one half percent(%%)per month on any amount that Is not the subject of a reasonable, good faith dispute that Is unpaid on the due date,and on any other outstanding balance. 5. CLIENT OBLIGATIONS 5.1 Client Operation. Client acknowledges and agrees(i)that Client is responsible for certain aspects of the operation of the Products,as set forth in the Documentation,including the related training and supervision of Administrators,and(ii)that in no event shall Rave have any liability relating to Client's or any Administrators' failure to operate the Products in accordance with the Documentation. 5.2 Client Compliance. Client shall use the Services in compliance with all applicable laws, statutes, regulations, ordinances, rules or other requirements promulgated by governing authorities or otherwise imposed by Third Party Service Providers having jurisdiction over the Parties or the operation or use of the Services, including without limitation any contract provisions prohibiting Client from utilizing the Services to deliver to any Third Party Service Provider for transmission or dissemination material that violates any content restrictions set forth therein. In any event, Client shall not (1) deliver to Third Party Service Providers for transmission or disseminate any content or material under this Agreement that (a) is harassing, defamatory, libelous, abusive, threatening, obscene,coercive or objectionable, including material that is false,misleading or inaccurate or(b)violates the rights of any person or company protected by copyright, trademark, trade secret, patent or other intellectual property or similar laws or regulations; (11)use the Services or Rave's systems to transmit or disseminate unsolicited material, including without limitation"junk mail"or"unsolicited bulk e-mail",or other advertising material to persons or entities that have not specifically agreed to receive such material by either opting in or not opting out in a lawful manner,(iii)send messages to individuals who have opted out of receiving messages from Client;or(iv)use the Services or Rave systems to Introduce malicious programs into the Products,Rave's systems, or the Third Party Service Providers' networks or servers, including viruses, worms, Trojan horses, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, Interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept or extract data. Under no circumstances shall Client be authorized to make any representations, warrantees or guarantees with respect to the Services, except to the extent expressly set forth in this Agreement. Client shall be responsible for the compliance by all Designated Institutions and their respective Administrators with all of the terms and conditions of this Agreement. 5.3 Client Content If Client provides or otherwise makes available any information or any other data collected by Client or a third party regarding End Users to Rave or any Third Party Service Provider or Emergency Service Provider in connection with the operation or use of the Services(collectively,the"Client Content"), Client represents and warrants that Client has any and all legal rights in and to such Client Content,in order to use and disclose,and permit use and disclosure of,the Client Content in connection with the operation and use of the Services as contemplated by the Documentation or this Agreement. 6. LIMITED WARRANTY AND LIMITATIONS 6.1 Limited Warranty. THE SERVICES AND PRODUCTS ARE PROVIDED"AS IS"AND ON AN"AS AVAILABLE"BASIS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RAVE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, RELATING TO THE SERVICES AND PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DATA ACCURACY, SATISFACTORY QUALITY, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY RAVE ON THE BASIS OF TRADE USAGE,COURSE OF DEALING OR COURSE OF TRADE. Rave does not warrant that the Services or Products will meet Client's or any Designated Institution's requirements, that the operation thereof will be uninterrupted or error-free, or that all errors will be corrected. Without limiting the foregoing,the Client acimowledges and agrees that(i)Rave cannot guarantee the performance of any Third Party Service Provider or Emergency Service Provider and that neither Party may make any claims or guarantees on behalf of Third Party Service Providers or Emergency Service Providers regarding any matters,(ii)delivery of any messages or any information regarding End Users in connection with the operation or use of the Services Is not guaranteed and neither Rave nor any Third Party Service Provider or Emergency Service Provider shall be responsible for any failure of delivery,and(iii)Rave shall not be responsible for any disruption to or failure of the Services resulting 4 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.00ecember 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) /� it r from the actions or inactions of any Third Party Service Providers or Emergency Service Providers. Client acknowledges and agrees that the Services and Products are not intended to replace the services of primary safety and emergency response services, including without limitation, 911 or equivalent,fire, police,emergency medical and public health services(collectively, "Ernemency Service Providers"). 6.2 Limitation of Liability. IN NO EVENT SHALL RAVE OR ANY RAVE REPRESENTATIVE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING,WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION,COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RAVE OR SUCH RAVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Notwithstanding anything herein to the contrary,the cumulative liability of Rave to Client or Client to Rave and any third party for all claims arising from or relating to this Agreement and/or the operation or use of the Services and Products shall not exceed the total amount of all Fees paid to Rave by Client hereunder during the twelve(12)-month period immediately prior to the event,act or omission giving rise to such liability,regardless of whether any action or claim is based on warranty, indemnification, contract, tort, negligence, strict liability or otherwise. The existence of multiple claims will not enlarge this limit. The warranty disclaimers and exclusions and limitations of liability in this Section 6 are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective and form an essential basis of the bargain between the Parties.Absent any of such disclaimers,exclusions or limitations of liability,the provisions of this Agreement,including,without limitation,the economic terms,would be substantially different. 7. CONFIDENTIALITY 7.1 Mutual Confidentiality Obligations. Each Party agrees: (i)to use the Confidential Information of the other Party only for the purposes of this Agreement;(11)to hold In confidence and protect the Confidential Information of the other Party from dissemination to,and use by,any third party;(Iii)not to create any derivative work from Confidential Information of the other Party; (iv)to restrict access to the Confidential Information to such of its personnel,agents,and/or consultants who have a need to have access and who have been advised of and have agreed In writing or are otherwise required to treat such information as confidential;and(v)to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. 7.2 Confidentiality Exceptions. The foregoing restrictions shall not apply to Confidential Information that(i)is publicly available or In the public domain at the time disclosed; (ii)is or becomes publicly available or enters the public domain through no fault of the recipient;(ill)is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto;(iv) is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient;(vi)is approved for release or disclosure by the disclosing Party without restriction;or(vii) is required to be publicly disclosed by the recipient pursuant to applicable freedom of information laws, including but not limited to the Illinois Freedom of Information Act(5 ILCS 140/1,et seq.). 7.3 Disclosure of Information about End Users. Rave shall not rent,trade or sell information regarding End Users(including,but not limited to, any Client Content)to any third party;provided, however,that notwithstanding anything to the contrary contained in this Agreement,(1) Rave may disclose any such information to Third Party Service Providers and Emergency Service Providers In connection with the operation and use of the Services or as necessary to comply with applicable laws and governmental orders and (ii)under no circumstances shall Rave or any Rave Representative be liable for the failure of Client or any third party(including,but not limited to, any Designated Institution, Third Party Service Provider or Emergency Service Provider) to comply with its own privacy policies and all applicable privacy laws and regulations. 8. INDEMNIFICATION Except as otherwise provided below,Rave shall defend or, at its option,settle any claim,cause of action,suit,proceeding or other action brought by a third party (not including any non-practicing entity)against Client directly and to the extent arising out of an allegation by such third party that any use of or access to a Product by Client as expressly authorized under this Agreement infringes any U.S. patent issued to such third party as of the commencement of the Agreement Term(each, a"_Q/arm"), and Rave shall Indemnify and hold Client harmless against all costs and reasonable expenses (including reasonable attorneys' fees), damages, and liabilities arising out of any such Claim finally awarded to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such Claim by Rave(collectively,"L9_ssesj,provided that Client gives Rave (i) prompt written notice of such Claim; (ii) sole authority to control and direct the defense and/or settlement of such Claim; and (110 such information and assistance as Rave may reasonably request, at Rave's expense, in connection with such defense and/or settlement Upon the occurrence of any Claim for which indemnity by Rave is or may be due under this Section 8, or in the event that Rave believes that such a Claim is likely, Rave may, at its option (1) modify the relevant Product so that it becomes non-infringing, or substitute functionally equivalent software or services; (II)obtain a license to the applicable third-party intellectual property rights;or(III)terminate this Agreement(or the license to such Product hereunder)on written notice to Client and refund to Client any unused license fees under the then-current License Term. Rave shall not be liable for any costs or expenses incurred by or on behalf of Client In connection with any Claim for which indemnity by Rave is or may be due under this Section 8 without the prior written consent of an authorized officer of Rave. Rave's indemnity obligations set forth in this Section 8 shall constitute Rave's entire liability and Client's sole remedy for any actual or alleged intellectual property infringement claim with respect to the Services or Products. Notwithstanding anything herein to the contrary, Rave shall have no obligation or liability for any intellectual property infringement claim and any related losses, costs, expenses, damages and liabilities whatsoever to the extent arising from (a) the combination, operation, or use of the Product with products, services, information, materials, technologies, business methods or processes not furnished by Rave or otherwise expressly contemplated by the Documentation; (b)modifications to the Product,which modifications are not made by Rave or any party expressly authorized by Rave in writing;(c) use of the Product except In accordance with this Agreement, the Documentation and any other applicable user documentation or specifications furnished by Rave in writing;(d)failure of Client to implement any updates and upgrades provided by Rave that would make the Product non-infringing;and/or(e)any intellectual property provided or otherwise made accessible to Rave by Client or any of its Affiliates. To the extent permitted by applicable law, in connection with any intellectual property infringement claim against Rave and/or any Rave Representative by a third party arising out of any actions or omissions by Client covered by(a)-(e) in the preceding sentence,Client shall defend, indemnify, and hold Rave and each Rave Representative harmless against all costs and s Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) reasonable expenses(excluding attorneys'fees),damages, and liabilities to the extent arising out of any such claim against Rave and/or such Rave Representative by a third party(Including without limitation any End User or governmental agency),provided that Rave gives Client (i) prompt written notice of such claim; (ii]i sole authority to control and direct the defense and/or settlement of such claim;and(iii)such information and assistance as Client may reasonably request,at Client's expense, in connection with such defense and/or settlement. Client shall not be liable for any costs or expenses incurred by or on behalf of Rave in connection with any intellectual property infringement claim for which indemnity by Client is or may be due under this Section 8 without the prior written consent of any authorized officer of Client. 9. MISCELLANEOUS 9.1 Applicable Law/Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or connection with this Agreement shall be in Circuit Court of Kane County, Illinois,without jury. Rave hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and Rave agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service. 9.2 [Section Intentionally Omitted.) 9.3 Force Majeure. Rave shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law,acts of god,fire,strike,embargo,terrorist attack, war or any other military action,insurrection or riot or other causes beyond the reasonable control of Rave. 9.4 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of U.S. mall, postage prepaid or by nationally recognized overnight courier service,to the Parties to the Agreement and addressed,if to Client,as set forth in the Order Form, or if to Rave,as follows: Rave Wireless,Inc. 50 Spoon Street,Suite 301 Framingham,MA 01701 Attention: Chief Executive Officer or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient and sends a duplicate of such notice by the means specified herein. Such notices shall be effective on the date indicated In such confirmation. 9.5 Assignment Neither Party may assign its rights or delegate its obligations under this Agreement without the other Party's prior written consent, and, absent such consent, any purported assignment or delegation shall be null,void and of no effect; provided, however, that either Party, upon written notification to the other Party, may assign this Agreement in connection with any merger, consolidation,corporate restructuring,sale of any substantial portion of its assets,or any transaction in which more than fifty percent (50%)of its voting securities are transferred,unless any such successor or assignee of Client Is a competitor of Rave,In which case Client must obtain Rave's prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Rave and Client and their respective permitted successors and assigns. 9.8 Independent Contractors. Client and Rave acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture,partnership,employment relationship or franchise between them,and the Parties are acting as independent contractors in making and performing this Agreement. Neither Party has the power or authority as agent,employee or In any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. 9.7 Amendment/Waiver. No amendment to this Agreement or any addendum shall be valid unless in writing and signed by the authorized representatives of the Parties. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver In any other respect or at any other tine. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right. 9.8 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdictlon, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceabllity. 9.9 Export Controls. Client will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of any Product to any country for which any export license or approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained. 9.10 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied,shall confer upon any person or entity, other than the Parties and their permitted successors and assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 9.11 U.S. Government Licensees. Each of the components that constitute each Product is a"commercial item"as that term is defined at 48 C.F.R.2.101,consisting of"commercial computer software"and/or"commercial computer software documentation"as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R.227,7202-1 through 227.7202-4,all U.S. Government licensees acquire the Product with only those rights set forth herein. 9.12 Immunity. If applicable and to the extent not prohibited or otherwise authorized by applicable law,each Party will be entitled to not less than the same benefits and protections afforded by any law, regulation or other applicable rule which extends protections to the other Party in any form, including, but not limited to, governmental or other immunity, indemnification or other protection. Neither Party will object to or interfere with the assertion of such immunity by the other Party. 9.13 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. s Rave Wireless,Inc d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) 9.14 Signatures. This Agreement may be executed in the signature block below(If applicable)in any number of counterparts,each of which when so executed shall be deemed to be an original and all of which when taken together shalt constitute one Agreement. This Agreement may be executed by facsimile or electronic signature. Notwithstanding the foregoing, this Agreement will be deemed to be executed upon the execution by the Parties of any Order Form incorporating this Agreement by reference therein. 9.15 Entire Agreement This Master License and Services Agreement,together with the SLIP and all Order Forms(and SOWs,If applicable)entered into by the Parties,sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and,except as specifically provided herein,supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, Inducements or representations other than as expressly provided for in this Agreement. In the event a conflict arises between this Master License and Services Agreement and the provisions of any other document comprising part of this Agreement,this Master License and Services Agreement will govern unless the other document expressly provides otherwise. No term or provision set forth or cross-referenced in any purchase order or payment documentation will be construed to amend,add to,or supersede any provision of this Agreement. 10. DEFINITIONS 10.1 "Administrators"mean personnel of Client and Designated Institutions authorized by Client to access the Products on behalf and for the benefit of Client and such Designated Institutions,respectively. 10.2 °Affili e" means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity,whether directly or Indirectly through one or more intermediaries. 10.3 "Client"means the client specifically identified on the Order Form(s)or in the signature block of this Agreement(if applicable). 10.4 °Confidential Information" means the terms of this Agreement and all documents, material or information relating to the Services and the provision thereof,including,but not limited to,the Documentation,personally identifiable information regarding End Users and all other Information that either Party treats as proprietary or confidential. 10.5 'Control and its derivatives means legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%)of the outstanding voting capital stock(or other ownership interest, if not a corporation) of an entity,or actual managerial or operational control over such entity. 10.6 "Designated Institution" means any Affiliate and/or any other institution, organization, entity and person for whose benefit Client Is licensing one or more Products hereunder as specified in the relevant Order Form. 10.7"Documentation°means Rave's then-current standard product and user guldes and/or related documentation generally made available to licensees of Products,as such Documentation may be modified by Rave,in its sole discretion,from time to time. 10.8 "End Users" means individuals associated with Client and/or any Designated Institution who register with Rave or are otherwise eligible to receive and/or send messages from or otherwise utilize the benefits of the Services and individuals who independently register with Rave to establish a safety profile or are otherwise eligible to receive or utilize the benefit of the Services. During the Agreement Term, Client may be responsible for notifying Designated Institutions and End Users that they are each subject to Rave's applicable then-current Terms of Use and Privacy Policy in connection with their respective operation and use of the Services(if applicable). 10.9 "Privacy Policy"means Rave's Privacy Policy, as such Privacy Policy may be amended by Rave, in its sole discretion,from time to time. 10.10 "Professional Services"means the separate support offerings for Client that are not included as part of the Support, but are provided by Rave at an additional cost as specified In the applicable Order Form(s),including,but not limited to,those related to the set-up,integration and training for each Product. 10.11 'Rave Representatives"means Rave and its Affiliates and each of their respective directors,officers,employees,contractors and other representatives. 10.12 'Support and Service Level Policy" or "SLP" means the Support and Service Level Policy for the Products set forth in Appendix 1 hereto. 10.13 'Terms of Use means Rave's separate Terms of Use for Designated Institutions and for End Users, as such Terms of Use may be amended by Rave,in its sole discretion,from time to time. 10.14 Third Party Service Provider"means a telecommunications, internet, voice broadcasting,voice messaging or other service provider providing mobile telephone,internet or other intermediary services to subscribers that allow or relate to the operation or use of the Services by End Users or a licensor or other third party from whom Rave has received sublicensing rights in connection with the operation or use of the Products,as the case may be. City of Elgin Rave Wireless,Inc.,d/b/a Rave Mobile Safety Name: Name: r n�, � � A,1- �w.!! Title: Title: Vi s yV Date: Date:? 7 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)1 Elgin,IL(2.3.17) �(►. "Y " APPENDIX 1 (TO RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT) SUPPORT AND SERVICE LEVEL POLICY f"SLPn Purpose This SLID sets forth Rave's undertakings with respect to providing customer support to the Client and the service levels associated with the Services provided to Client during the Tenn of the Agreement. 1. Service Reliability. Rave shall provide an uptime of 99°x6 for the Services,subject to scheduled updates and maintenance and to any downtime caused by the Client or by Third Party Service Providers. For unplanned downtime(an"Event'),Rave will assign a trouble severity code based on Rave's assessment of the Event at the point of trouble identification. Rave will make adjustments to the trouble severity cede based on how the Event proceeds. Trouble Severity Code Description Initial Response Time Status Update Intervals Sev 1 "Sev 1 Error"means a 20 min. 30 min. catastrophic Event causing a complete(100°x)loss of a key safety related feature of the Services Sev 2 "Sev 2 Error"means a non. For Events reported during 2 hour catastrophic Event causing a normal business hours(9am significant component of the to 5pm EST Monday through Services to fail or to perform Friday),24 hours from time of materially different than expected, report. For Events reported creating significant inconvenience to outside of normal business the Client hours,24 hours from beginning of next business day Sev 3 "Sev 3 Error'means an Event that: For Events reported during As appropriate (a)has minimal current impact on normal business hours,24 the Client,and(b)causes a hours from time of report. malfunction of a non-essential For Events reported outside Product feature. of normal business hours,24 hours from beginning of next business day 2. Points of Contact and Escalations. If Client experiences an Event,Client may contact Rave's customer support hotline at 888- 605-7163 available 24X7X365 or by e-mail at techsu it I .com. • Non-Sev 1 Events are submitted via email at techsuoDort®ravewireless.com. • For Sev 1 Events,Rave will provide continual support until the Event is resolved. Client and Rave will exchange ticket numbers for tracking an Event beginning with the initial report of trouble. Client may be required to interface with any third party hardware and software vendors,carriers or other service providers. Client Contact Information(for escalation or technical issues) Contact Name&Title Phone Mobile Email 1 Point of Contact 1 Escalation 2no Escalation s Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)1 Elgin,IL(2.3.17) 0' 3. Carrier and Other Service Provider Related Service Guarantees. Rave does not provide any service levels or support with respect to any carrier or other Third Party Service Provider. Rave's sole responsibility with respect to carriers and other Third Party Service Providers will be to make commercially reasonable efforts to ensure availability of such third party's services. 4. Change Control Management/Update Management. A. Product Modifications by Rave: Rave may modify Products from time to time to install bug fixes and required updated(as deemed appropriate by Rave). B. Implementation of Updates/Maintenance: Rave will ensure that any planned maintenance and update events within the Products will be executed in a professional manner. Proper execution includes advance notification to Client by Rave. C. Service Interruptions and Advanced Notification Requirements: Rave will provide Client with at least 72 hours advance notice via e-mail of all planned maintenance activities resulting in any service interruptions or possibility of any service interruption that will have a direct impact on Services. Unless otherwise arranged, Rave will perform planned service interruptions within a maintenance window from Monday to Sunday between the hours of 05:00 AM to 07:00 AM Eastern Standard Time. Rave shall perform emergency maintenance as necessary and will,if possible,give advance notice thereof to Client. `Emergency' shall mean that Rave has become aware of a problem that, if an immediate remedy Is not implemented, will prevent Rave from continuing to support and provide the elements and aspects of the Services. Emergency downtime outside of the maintenance window will be counted as unscheduled downtime in determining whether Rave has achieved its service uptime goal. 5. Availability. Rave will have no liability for unavailability of any Services caused, in whole or in part, by Clients use of the Services other than in accordance with the terms and conditions of the Agreement or the Documentation,by any Designated Institution's operation or End User's use of the Services other than in accordance with Rave's applicable then-current Terms of Use,or for any causes beyond the reasonable control of Rave or that are not reasonably foreseeable to Rave, including but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, the failure or unavailability of any services provided by Third Party Service Providers or Emergency Service Providers, or any inaccuracy or insufficiency in any Information regarding End Users. [Remainder of Page Intentionally Left Blank.] 9 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/09cember 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) ��{ U ' RAVE M O B I L E S A F E T Y LICENSE&SERVICES ORDER FORM ("ORDER FORM") CLIENT INFORMATION: CLIENT NAME('CLIENT): City of Elgin,IL ADDRESS: 151 Douglas Ave Elgin,IL 60120 CONTACT NAMEMTLE: Jamie Fieisner!Deputy Director,Communications PHONE: (847)269-2713 EMAIL: flelsnerj@cityofelgin.org INITIAL LICENSE TERM: March 1,2017 through February 2,2020 FEES INFORMATION: ANNUAL LICENSE FEES: Product Description Unit C1ty Annual License Fee Rave Alert for Public Safety Population 110,000.00 $10,000.00 Annual License Fee(s): $10,000.00 PROFESSIONAL SERVICES FEES: One-Time Service Description One-Time Fee Rave Alert for Public Safety One-Time Setup $2,500.00 Total Set-Up Fee(s): $2,500.00 TOTAL FEES: #of Years Cost Per Total year Contract Annual Fees: 3 $10,000.00 $30,000.00 One-Time Fees(Set Up&Integration): $2,500.00 Total Fees $32,500.00 Fees Payable Net 30: $12,500,00 STANDARD CONDITIONS: 1. Effective Date. The effective date of this Order Form will be the date of last execution as set forth in the signature block below("Effective Date"). 2, Master License and Services Agreement. By signing this Order Form,the Parties hereto agree to be bound by all of the terms and conditions of the Rave Mobile Safety Master License and Services Agreement("Agreement'}as attached hereto as Attachment A. Any capitalized terms used in this Order Form,unless specifically defined herein,shall have the meanings assigned to them In the Agreement. By signing this Order Form,Client agrees to license the Products listed above subject to all of the terms and conditions of the Agreement and this Order Form. Client's offer to license the Products becomes a binding commitment upon signing of this Order Form by both Parties. The individual representatives of the Parties executing this Order Form have full authority to bind Client or Rave and each of their respective Affiliates to the terms and conditions of the AgreemenL 3. Fees Payable. Client shall pay to Rave,or its designee,without offset or deduction,the Fees set forth in this Order Form (or a related Invoice in connection with any Renewal License Term)within thirty(30)days of the relevant Rave invoice. Rave reserves the right to increase the above-referenced"Annual License Fees"(not to exceed 10%annually)following the Initial License Term or any Renewal License Term,as the case may be. RAVE M O B I L E S A F E T Y 4. Rave Alert.Allows Client to send an unlimited number of text,email and RSS messages using the Rave Management Console. Text messages sent via Rave Alert Peer-to-peer groups or Outbound CAP API for Rave Alert over SMTP are free,if the product defaults are overridden,text messages sent using other methods are$.03 per message. If applicable, these additional per message fees($0.03 per SMPP message)are billed quarterly in arrears. 5. Rave Voice(if applicable).Unlimited voice calls for calls made within and to the contiguous continental United States. International and long distance rates may apply for other calls. B. Purchase Orders. Client agrees that if its internal procedures require that a purchase order be issued as a condition to payment of any Fees due to Rave,Client will timely issue such purchase order to Rave. Notwithstanding the foregoing, Client agrees that the absence of a purchase order or other ordering document may not be used as a defense to avoid or excuse the performance of any of Client's obligations under the Agreement,Including,but not limited to,payment of all Fees due to Rave. 7. Services. Client is responsible for supplying and maintaining,at its own expense,the required hardware and supplies to run the related Product(s). In addition,the above-referenced'Remote Set-Up and Configuration"fees cover an initial one- time deployment. If Client makes infrastructure or other changes(including,but not limited to,changes in its location, call-taking equipment,carrier,network or other hardware)that require re-deployment and additional testing of Services, additional Set-Up and Configuration fees may apply. SPECIAL CONDITIONS: Pricing includes the SmartPrepare Vulnerable Needs Registry and unlimited opt-In messaging via:SMS text,Email,Voice Messaging,Twitter updates,Facebook updates,RSS,CAP,and(PAWS.No bulk-loading of Landlines. Share Smart911 Profile Default: If a Subscriber enters an address that is in a Jurisdiction that has SmartPrepare enabled, the "Share my Smart911 Profile"option will default to share. AGREED AND ACCEPTED: RAVE WIRELESS,INC.dlb/a Rave Mobile Safety Signature: Printed Name: ,JENNA MCPHAIL Title: CHIEF FINANCIAL OFFICER Date: 2/-.,-t/7 CLIENT: City of Elgin,IL Signature: Printed Name:` Richard G. Kozal Title: City Manager Date: March 22, 2017 ATTACHMENT A RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT This Agreement is hereby made and entered Into this day of . 2017 by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as"Client')and Rave Wireless, Inc.,d/b/a Rave Mobile Safety, a Delaware corporation (hereinafter referred to as"Rave"). This Master License and Services Agreement (together with Rave's Support and Service Level Policy and all Order Forms entered into by the Parties,hereto(hereinafter referred to as the°Argg 1 n n governs the license of all Products and acquisition and use of all Services provided by Rave. NOW, THEREFORE, consideration of the mutual promises contained herein, the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: By executing this Agreement or any related Rave order form that incorporates this Agreement("Order Form%the Parties agree to all of the terms and conditions of this Agreement as of the'Effective Date"of such Order Form specified therein with respect to the Products and Services covered under such Order Form. Each of Rave and Client shall also be referred to individually as a'pj y" and collectively as the"Parties". Any other capitalized terms used in this Agreement shall have the meanings assigned to them in Section 10 hereof and throughout this Agreement. 1. SERVICES AND PRODUCTS 1.1 Services. In consideration of the Fee(s)payable by Client pursuant to the Order Form(s),Rave shall provide the Client with(1) the Rave services specified in such Order Form(s), (ii) the related technical support services specified in Rave's Support and Service Level Policy ("Su000rt'), and (iii) the license to Rave's related proprietary application software product(s) and Documentation(collectively,'Em4uglal set forth in Section 1.2 below. For purposes of this Agreement,the Rave services,Support and Products referred to above in (i)-(iii), together with any Professional Services specified In the Order Form(s), are collectively referred to as the'Services". 1.2 Products License. Subject to the terms and conditions of this Agreement, Rave hereby grants to Client a limited, non- exclusive, non-transferable,non-sublicenseable right and license during the applicable License Term(i)to access and operate the Products, (II) to permit Administrators to use the features and functions of the Products, and (iii) to make copies of the Documentation solely for Client's internal use by Administrators. Rave may, In its discretion, develop and release generally to licensees updates or upgrades to the Products. Subject to Client's payment of the Fees and all other amounts that may be payable with respect to the Products, Rave shall,during the applicable License Term, make any such updates and upgrades available to Client if and when generally released to licensees at no additional cost(not Including any software marketed by Rave as a separate product or as a module for which additional fees are charged). Any such updates and upgrades provided under this Agreement shall be deemed to constitute part of the Products and shall be subject to all of the terms and conditions set forth in this Agreement. Client acknowledges that Rave and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark,moral rights,and other intellectual property rights in and to the Products(and any and all derivative works thereof),and Rave expressly reserves all rights not expressly granted to Client hereunder. 1.3 Product Restrictions. Except to the extent otherwise expressly authorized by Rave under this Agreement, Client shall not, and shall not allow any third party to,copy,modify,adapt,translate,publicly display,publish,create derivative works of or distribute the Products. Client will not use the Products for any purposes beyond the scope of or otherwise not in accordance with the licenses granted in 1.2 above. Without limiting the foregoing, Client will not(i) authorize or permit use of the Products by or for persons other than Administrators;(ii)assign,sublicense,sell,lease or otherwise transfer or convey the licenses granted hereunder; (iii) modify or create any derivative works of the Products (or any component thereof); or (iv) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Products Is compiled or Interpreted. Client hereby acknowledges that nothing in this Agreement shall be construed to grant Client any right to obtain or use such source code or any derivative works thereof.Client shall duplicate all proprletary notices and legends of Rave upon any and all copies of the Products authorized to be made by Client and shall not remove,alter or obscure any such proprietary notice or legend. 2. TERM AND TERMINATION 2.1 License Term and Agreement Term. The initial term of each license to a Product under this Agreement shall be as set forth in the applicable Order Form ("Initial License Term"). Except as otherwise specified in such Order Form, each license will be automatically renewed on the same terms and conditions herein for successive one-year terms(each, a*Renewal License Term), at Rave's then-current pricing,unless either Party provides written notice to the other Party of its intent not to renew such license at least thirty (30)days prior to the expiration date of the then-current License Term. As used in this Agreement, "License Ter" means the entire period during which the license to a Product hereunder is in effect.The term of this Agreement shall commence on the Effective Date of the initial Order Form entered into by the Parties hereunder and,subject to any termination of this Agreement by a Party pursuant to Section 2.2 below,shall automatically expire upon the termination or expiration of all licenses granted under this Agreement("Agreement Term'). 2.2 Termination for Breach/Bankruptcy. Either Party may terminate this Agreement(or the license to any Product(s)hereunder) upon written notice in the event that the other Party fails to make a required payment hereunder or materially breaches this Agreement and thereafter(i)in the case of non-payment, has failed to pay such amounts within five(5)days after receiving written notice thereof or (II) in the case of material breach, has failed to cure the breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the other Party)within thirty(30)days after receiving written notice thereof. In addition, either Party may terminate this Agreement upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization,moratorium, or similar debtor relief laws,or in the event that a receiver has been appointed for the other Party or any of Its assets or properties,or an involuntary petition in bankruptcy has been filed against such other Party,which proceeding or petition has not been dismissed,vacated,or stayed within thirty(30)days. Either Party may terminate this Agreement without penalty upon written notice for convenience upon thirty(30)days written notice. 3 Rave Wireless,Ina d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/10ec ember 13,2013(Revised 11.20,14)!Elgin,IL(2.3.17) Clr 2.3 Effect of Termination. Upon any termination or expiration of this Agreement,each Party shall(1) immediately discontinue all use of the other Party's Confidential Information and, in the case of the Client,the Products;(ii)return to the other Party or,at the other Party's option,destroy,all originals and all copies of such other Party's Confidential Information then in its possession;and(Iii) shall promptly pay all amounts due and remaining payable hereunder. Termination or expiration of this Agreement will automatically terminate all licenses granted hereunder. Without limiting the foregoing, upon any termination or expiration of the license to any Product(s)hereunder,Client's license rights In such Product(s)shall immediately terminate and Client shall immediately discontinue all use of such Products and Rave's related Confidential Information, 2.4 Survival of Obligations. The provisions of this Agreement that, by their nature, are intended to survive a termination or expiration of this Agreement(or the license to any Products hereunder), including without limitation Client's obligations to pay any amounts due and outstanding hereunder and the provisions of Sections 1.3,2.3,2.4,4, 5,6, 7, 8, 9 and 10 hereof, shall survive termination or expiration of this Agreement(or the license to any Product(s)hereunder). 3. PROFESSIONAL SERVICES Any Professional Services to be provided by Rave to Client shall be provided in accordance with the specific terms and conditions of the relevant Order Form covering such Professional Services (and any Statement of Work attached thereto as an exhibit or otherwise incorporated by reference therein," ff),including,but not limited to,the fees payable by Client to Rave thereunder. 4. FEES AND PAYMENTS The license fees payable by Client for each Product and the fees payable for any related Professional Services are set forth In the applicable Order Forth covering such Product(s) and/or Professional Services, as the case may be (collectively, 'EM'S. All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees,customs duties and similar charges. Client will be responsible for payment of all such taxes(other than taxes based on Rave's net income), fees, duties and charges, and any related penalties and Interest, arising from the payment of any Fees,the grant of license rights or the delivery of Services under the Agreement. Client must notify Rave,or its designee, in writing of any dispute or disagreement with invoiced charges within sixty(60)days after the date of invoice. Absent such notice,Client shall be deemed to have agreed to the Fees as invoiced upon the expiration of such time period. Rave reserves the right to charge,and Client agrees to pay,a late charge equal to one half percent('/s%)per month on any amount that is not the subject of a reasonable, good faith dispute that is unpaid on the due date,and on any other outstanding balance. 5. CLIENT OBLIGATIONS 5.1 Client Operation. Client acknowledges and agrees (i)that Client is responsible for certain aspects of the operation of the Products,as set forth in the Documentation,Including the related training and supervision of Administrators,and(ii)that in no event shall Rave have any liability relating to Client's or any Administrators' failure to operate the Products in accordance with the Documentation. 6.2 Client Compliance. Client shall use the Services in compliance with all applicable laws, statutes, regulations, ordinances, rules or other requirements promulgated by governing authorities or otherwise imposed by Third Party Service Providers having jurisdiction over the Parties or the operation or use of the Services, including without limitation any contract provisions prohibiting Client from utilizing the Services to deliver to any Third Party Service Provider for transmission or dissemination material that violates any content restrictions set forth therein. In any event, Client shall not (I) deliver to Third Party Service Providers for transmission or disseminate any content or material under this Agreement that (a) is harassing, defamatory, libelous, abusive, threatening,obscene, coercive or objectionable,including material that is false,misleading or inaccurate or(b)violates the rights of any person or company protected by copyright, trademark, trade secret, patent or other intellectual property or similar laws or regulations;(ii)use the Services or Rave's systems to transmit or disseminate unsolicited material,including without limitation"Junk mail"or"unsolicited bulk e-mail",or other advertising material to persons or entities that have not specifically agreed to receive such material by either opting in or not opting out in a lawful manner; (III)send messages to Individuals who have opted out of receiving messages from Client;or(iv)use the Services or Rave systems to introduce malicious programs into the Products,Rave's systems, or the Third Party Service Providers' networks or servers, Including viruses, worms, Trojan horses, e-mail bombs, cancelbots or other computer programming routines that are Intended to damage, interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept or extract data. Under no circumstances shall Client be authorized to make any representations, warrantees or guarantees with respect to the Services, except to the extent expressly set forth in this Agreement. Client shall be responsible for the compliance by all Designated Institutions and their respective Administrators with all of the terms and conditions of this Agreement. 5.3 Client Content. If Client provides or otherwise makes available any information or any other data collected by Client or a third party regarding End Users to Rave or any Third Party Service Provider or Emergency Service Provider in connection with the operation or use of the Services(collectively,the"Client Content"),Client represents and warrants that Client has any and all legal rights in and to such Client Content,In order to use and disclose,and permit use and disclosure of,the Client Content in connection with the operation and use of the Services as contemplated by the Documentation or this Agreement. 6. LIMITED WARRANTY AND LIMITATIONS 6.1 Limited Warranty. THE SERVICES AND PRODUCTS ARE PROVIDED"AS IS"AND ON AN"AS AVAILABLE"BASIS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RAVE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, RELATING TO THE SERVICES AND PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DATA ACCURACY, SATISFACTORY QUALITY, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY RAVE ON THE BASIS OF TRADE USAGE,COURSE OF DEALING OR COURSE OF TRADE. Rave does not warrant that the Services or Products will meet Client's or any Designated Institution's requirements,that the operation thereof will be uninterrupted or error-free,or that all errors will be corrected. Without limiting the foregoing,the Client acknowledges and agrees that(Q Rave cannot guarantee the performance of any Third Party Service Provider or Emergency Service Provider and that neither Party may make any claims or guarantees on behalf of Third Party Service Providers or Emergency Service Providers regarding any matters,(h)delivery of any messages or any information regarding End Users in connection with the operation or use of the Services is not guaranteed and neither Rave nor any Third Party Service Provider or Emergency Service Provider shall be responsible for any failure of delivery,and(iii)Rave shall not be responsible for any disruption to or failure of the Services resulting 4 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)16lgln,IL(2.3.17) rAf from the actions or inactions of any Third Party Service Providers or Emergency Service Providers. Client acknowledges and agrees that the Services and Products are not Intended to replace the services of primary safety and emergency response services, including without limitation, 911 or equivalent,fire,police,emergency medical and public health services(collectively, "Emergen Service Providers"). 6.2 Limitation of Liability. IN NO EVENT SHALL RAVE OR ANY RAVE REPRESENTATIVE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL,CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING,WITHOUT LIMITATION, LOST PROFITS,BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RAVE OR SUCH RAVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Notwithstanding anything herein to the contrary,the cumulative liability of Rave to Client or Client to Rave and any third party for all claims arising from or relating to this Agreement and/or the operation or use of the Services and Products shall not exceed the total amount of all Fees paid to Rave by Client hereunder during the twelve(12)-month period immediately prior to the event,act or omission giving rise to such liability,regardless of whether any action or claim is based on warranty, Indemnification, contract, tort, negligence, strict liability or otherwise. The existence of multiple claims will not enlarge this limit. The warranty disclaimers and exclusions and limitations of liability in this Section 8 are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective and form an essential basis of the bargain between the Parties.Absent any of such disclaimers,exclusions or limitations of liability,the provisions of this Agreement,including,without limitation,the economic terms,would be substantially different. 7. CONFIDENTIALITY 7.1 Mutual Confidentiality Obligations. Each Party agrees: (1)to use the Confidential Information of the other Parry only for the purposes of this Agreement; (ii)to hold in confidence and protect the Confidential Information of the other Party from dissemination to,and use by,any third party;(iii)not to create any derivative work from Confidential Information of the other Party;(iv)to restrict access to the Confidential Information to such of its personnel,agents,and/or consultants who have a need to have access and who have been advised of and have agreed in writing or are otherwise required to treat such information as confidential;and(v)to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. 7.2 CoMtdentlality Exceptions. The foregoing restrictions shall not apply to Confidential Information that(i)is publicly available or In the public domain at the time disclosed; (ii)is or becomes publicly available or enters the public domain through no faun of the recipient; (Ili)Is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto;(iv) Is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient;(vi)is approved for release or disclosure by the disclosing Parry without restriction;or(vii) is required to be publicly disclosed by the recipient pursuant to applicable freedom of information laws, including but not limited to the Illinois Freedom of Information Act(5 ILCS 140/1,at seq.). 7.3 Disclosure of Information about End Users. Rave shall not rent,trade or sell information regarding End Users(including,but not limited to, any Client Content)to any third party; provided, however,that notwithstanding anything to the contrary contained in this Agreement, (1)Rave may disclose any such information to Third Parry Service Providers and Emergency Service Providers in connection with the operation and use of the Services or as necessary to comply with applicable laws and governmental orders and (ii)under no circumstances shall Rave or any Rave Representative be liable for the failure of Client or any third party(including,but not limited to, any Designated Institution, Third Party Service Provider or Emergency Service Provider) to comply with its own privacy policies and all applicable privacy laws and regulations. 8. INDEMNIFICATION Except as otherwise provided below,Rave shall defend or,at its option, settle any claim,cause of action,suit,proceeding or other action brought by a third party(not including any non-practicing entity)against Client directly and to the extent arising out of an allegation by such third party that any use of or access to a Product by Client as expressly authorized under this Agreement infringes any U.S. patent issued to such third parry as of the commencement of the Agreement Term(each, a"Claim"), and Rave shall Indemnify and hold Client harmless against all costs and reasonable expenses (including reasonable attorneys' fees), damages, and liabilities arising out of any such Claim finally awarded to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such Claim by Rave(collectively,"Losses"),provided that Client gives Rave (0 prompt written notice of such Claim; (ii)sole authority to control and direct the defense and/or settlement of such Claim; and (iii) such Information and assistance as Rave may reasonably request, at Rave's expense, in connection with such defense and/or settlement. Upon the occurrence of any Claim for which indemnity by Rave is or may be due under this Section 8, or in the event that Rave believes that such a Claim is likely, Rave may, at its option (1) modify the relevant Product so that it becomes non-infringing, or substitute functionally equivalent software or services; (II) obtain a license to the applicable third-party intellectual property rights;or(111)terminate this Agreement(or the license to such Product hereunder)on written notice to Client and refund to Client any unused license fees under the then-current License Term. Rave shall not be liable for any costs or expenses incurred by or on behalf of Client in connection with any Claim for which indemnity by Rave is or may be due under this Section 8 without the prior written consent of an authorized officer of Rave. Rave's indemnity obligations set forth in this Section 8 shall constitute Rave's entire liability and Client's sole remedy for any actual or alleged intellectual property infringement claim with respect to the Services or Products. Notwithstanding anything herein to the contrary, Rave shall have no obligation or liability for any intellectual property infringement claim and any related losses, costs, expenses, damages and liabilities whatsoever to the extent arising from (a) the combination, operation, or use of the Product with products, services, information, materials, technologies, business methods or processes not fumished by Rave or otherwise expressly contemplated by the Documentation; (b)modifications to the Product,which modifications are not made by Rave or any party expressly authorized by Rave in writing;(c) use of the Product except in accordance with this Agreement,the Documentation and any other applicable user documentation or specifications furnished by Rave in writing; (d)failure of Client to implement any updates and upgrades provided by Rave that would make the Product non-infringing;and/or(e)any intellectual property provided or otherwise made accessible to Rave by Client or any of its Affiliates. To the extent permitted by applicable law, in connection with any intellectual property infringement claim against Rave and/or any Rave Representative by a third party arising out of any actions or omissions by Client covered by(a)-(a) in the preceding sentence,Client shall defend, indemnify, and hold Rave and each Rave Representative harmless against all costs and 5 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) reasonable expenses(excluding attorneys'fees),damages, and liabilities to the extent arising out of any such claim against Rave and/or such Rave Representative by a third party(including without limitation any End User or governmental agency),provided that Rave gives Client (i) prompt written notice of such claim; (ii)sole authority to control and direct the defense and/or settlement of such claim;and(iii)such Information and assistance as Client may reasonably request,at Clients expense,in connection with such defense and/or settlement. Client shall not be liable for any costs or expenses incurred by or on behalf of Rave in connection with any intellectual property infringement claim for which indemnity by Client is or may be due under this Section 8 without the prior written consent of any authorized officer of Client. 9. MISCELLANEOUS 9.1 Applicable Low/Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or connection with this Agreement shall be in Circuit Court of Kane County,Illinois,without jury. Rave hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and Rave agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service. 9.2 [Section Intentionally Omitted.] 9.3 Force Majeure. Rave shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god,fire, strike,embargo,terrorist attack,war or any other military action,insurrection or riot or other causes beyond the reasonable control of Rave. 9.4 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of U.S. mail, postage prepaid or by nationally recognized overnight courier service,to the Parties to the Agreement and addressed,If to Client,as set forth in the Order Form,or if to Rave,as follows: Rave Wireless,Inc. 50 Spoon Street,Suite 301 Framingham,MA 01701 Attention: Chief Executive Officer or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient and sends a duplicate of such notice by the means specified herein. Such notices shall be effective on the date indicated in such confirmation_ 9.5 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the other Party's prior written consent, and, absent such consent, any purported assignment or delegation shall be null,void and of no effect; provided, however, that either Party, upon written notification to the other Party, may assign this Agreement in connection with any merger, consolidation,corporate restructuring,sale of any substantial portion of its assets,or any transaction in which more than fifty percent (50%)of its voting securities are transferred,unless any such successor or assignee of Client is a competitor of Rave,in which case Client must obtain Rave's prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Rave and Client and their respective permitted successors and assigns. 9.6 Independent Contractors. Client and Rave acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture,partnership,employment relationship or franchise between them,and the Parties are acting as independent contractors In making and performing this Agreement. Neither Party has the power or authority as agent,employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. 9.7 AmendmentfWaiver. No amendment to this Agreement or any addendum shall be valid unless in writing and signed by the authorized representatives of the Parties. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver Is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right. 9.8 Soverability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such Invalidity or unenforceability. 9.9 Export Controls. Client will not,directly or indirectly,export or re-export, or knowingly permit the export or re-export of any Product to any country for which any export license or approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained. 9.10 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any person or entity, other than the Parties and their permitted successors and assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 9.11 U.S. Government Licensees. Each of the components that constitute each Product is a "commercial item"as that term is defined at 48 C.F.R.2.101,consisting of"commercial computer software"and/or"commercial computer software documentation"as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4,all U.S. Govemment licensees acquire the Product with only those rights set forth herein. 9.12 Immunity. If applicable and to the extent not prohibited or otherwise authorized by applicable law,each Party will be entitled to not less than the same benefits and protections afforded by any law,regulation or other applicable rule which extends protections to the other Party in any form, including, but not limited to, governmental or other immunity, Indemnification or other protection. Neither Party will object to or Interfere with the assertion of such immunity by the other Party. 9.13 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. 6 Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) 9.14 Signatures. This Agreement may be executed In the signature block below(if applicable)in any number of counterparts,each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement. This Agreement may be executed by facsimile or electronic signature. Notwithstanding the foregoing, this Agreement will be deemed to be executed upon the execution by the Parties of any Order Form incorporating this Agreement by reference therein. 9.15 Entire Agreement. This Master License and Services Agreement,together with the SLP and all Order Forms(and SOWS,if applicable)entered into by the Parties,sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and,except as specifically provided herein,supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for in this Agreement. In the event a conflict arises between this Master License and Services Agreement and the provisions of any other document comprising part of this Agreement,this Master License and Services Agreement will govem unless the other document expressly provides otherwise. No term or provision set forth or cross-referenced in any purchase order or payment documentation will be construed to amend,add to,or supersede any provision of this Agreement 10. DEFINITIONS 10.1 "Administrators"mean personnel of Client and Designated Institutions authorized by Client to access the Products on behalf and for the benefit of Client and such Designated Insttutions,respectively. 10.2 " " means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity,whether directly or indirectly through one or more intermediaries. 10.3 "Client°means the client specifically identified on the Order Form(s)or in the signature block of this Agreement(if applicable). 10.4 'Confidential Information" means the terms of this Agreement and all documents, material or information relating to the Services and the provision thereof,Including,but not limited to,the Documentation,personally identifiable information regarding End Users and all other information that either Party treats as proprietary or confidential. 10.6 "Control" and its derivatives means legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%)of the outstanding voting capital stock(or other ownership interest, if not a corporation) of an entity, or actual managerial or operational control over such entity. 10.5 "Designated Institution" means any Affiliate and/or any other institution, organization, entity and person for whose benefit Client is licensing one or more Products hereunder as specified in the relevant Order Form. 10.7'Documentation*means Rave's then-current standard product and user guides and/or related documentation generally made available to licensees of Products,as such Documentation may be modified by Rave,in its sole discretion,from time to time. 10.8 "End Users" means individuals associated with Client and/or any Designated Institution who register with Rave or are otherwise eligible to receive and/or send messages from or otherwise utilize the benefits of the Services and individuals who Independently register with Rave to establish a safety profile or are otherwise eligible to receive or utilize the benefit of the Services. During the Agreement Term, Client may be responsible for notifying Designated Institutions and End Users that they are each subject to Rave's applicable then-current Terms of Use and Privacy Policy in connection with their respective operation and use of the Services(if applicable). 10.9 "Privacy Policy"means Rave's Privacy Policy, as such Privacy Policy may be amended by Rave, in its sole discretion,from time to time. 10.10 'Professional Services"means the separate support offerings for Client that are not included as part of the Support,but are provided by Rave at an additional cost as speed in the applicable Order Form(s),including,but not limited to,those related to the set-up,integration and training for each Product. 10.11 'Rave Representatives"means Rave and its Affiliates and each of their respective directors,officers,employees,contractors and other representatives. 10.12 'Support and Service Level Policy" or "SLP" means the Support and Service Level Policy for the Products set forth in Appendix 1 hereto. 10.13 "Terms of Use means Rave's separate Terms of Use for Designated Institutions and for End Users,as such Terms of Use may be amended by Rave,In its sole discretion,from time to time. 10.14"Third Party Service Provided means a telecommunications, internet,voice broadcasting, voice messaging or other service provider providing mobile telephone,intemet or other Intermediary services to subscribers that allow or relate to the operation or use of the Services by End Users or a licensor or other third party from whom Rave has received sublicensing rights in connection with the operation or use of the Products,as the case may be. City of Elgin Rave Wireless,Inc.,d/b/a Rave Mobile Safety By: By: 11 Name: Name: /�)�. Yl dt c-Pk4 l Title: Title: yt Date: Date: 1� Rave Wireless,Inc.d/b/a Rave Mobile Safety Master Licenae and Services Agreement Version 5.0/December 13,2013(Revised 11.2014)1 Elgin,IL(2.3.17) APPENDIX 1 (TO RAVE MOBILE SAFETY MASTER LICENSE AND SERVICES AGREEMENT) SUPPORT AND SERVICE LEVEL POLICY("SLP") Purpose This SLID sets forth Rave's undertakings with respect to providing customer support to the Client and the service levels associated with the Services provided to Client during the Term of the Agreement. 1. Service Reliability. Rave shall provide an uptime of 99%for the Services,subject to scheduled updates and maintenance and to any downtime caused by the Client or by Third Parry Service Providers. For unplanned downtime(an'Even"),Rave will assign a trouble severity code based on Rave's assessment of the Event at the point of trouble identification. Rave will make adjustments to the trouble severity code based on how the Event proceeds. Trouble Severity Code Description Initial Response Time Status Update Intervals Sev 1 "Sev 1 Error"means a 20 min. 30 min. catastrophic Event causing a complete(100%)loss of a key safety related feature of the Services Sev 2 "Sev 2 Error"means a non- For Events reported during 2 hour catastrophic Event causing a normal business hours(9am significant component of the to 5pm EST Monday through Services to fail or to perform Friday),24 hours from time of materially different than expected, report. For Events reported creating significant inconvenience to outside of normal business the Client hours,24 hours from beginning of next business day Sev 3 "Sev 3 Error"means an Event that: For Events reported during As appropriate (a)has minimal current impact on normal business hours,24 the Client,and(b)causes a hours from time of report. malfunction of a non-essential For Events reported outside Product feature. of normal business hours,24 hours from beginning of next business day 2. Points of Contact and Escalations. If Client experiences an Event,Client may contact Rave's customer support hotline at 888- 605-7163 available 24X7X365 or by e-mail at techsuouort(cDravewireless.com. • Non-Sev 1 Events are submitted via email at techsu I m. • For Sev 1 Events,Rave will provide continual support until the Event is resolved. Client and Rave will exchange ticket numbers for tracking an Event beginning with the initial report of trouble. Client may be required to interface with any third party hardware and software vendors,carriers or other service providers. Client Contact Information(for escalation or technical issues) Contact Name&Title Phone Mobile Email V4 Point of Contact 1 Escalation 2 Escalation e Rave Wireless,Inc,d/b/a Rave Mobile Safety Master Lt-Anse and Services Agreement Version 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17) U' 3. Carrier and Other Service Provider Related Service Guarantees. Rave does not provide any service levels or support with respect to any carrier or other Third Party Service Provider. Rave's sole responsibility with respect to carriers and other Third Party Service Providers will be to make commercially reasonable efforts to ensure availability of such third party's services. 4. Change Control ManagementiUpdate Management. A. Product Modifications by Rave: Rave may modify Products from time to time to install bug fixes and required updated(as deemed appropriate by Rave). B. Implementation of Updates/Maintenance: Rave will ensure that any planned maintenance and update events within the Products will be executed in a professional manner. Proper execution includes advance notification to Client by Rave. C. Service Interruptions and Advanced Notification Requirements: Rave will provide Client with at least 72 hours advance notice via e-mail of all planned maintenance activities resulting in any service Interruptions or possibility of any service Interruption that will have a direct impact on Services. Unless otherwise arranged, Rave will perform planned service Interruptions within a maintenance window from Monday to Sunday between the hours of 05:00 AM to 07:00 AM Easter Standard Time. Rave shall perform emergency maintenance as necessary and will, if possible,give advance notice thereof to Client. "Emergency" shall mean that Rave has become aware of a problem that, if an immediate remedy is not implemented, will prevent Rave from continuing to support and provide the elements and aspects of the Services. Emergency downtime outside of the maintenance window will be counted as unscheduled downtime in determining whether Rave has achieved its service uptime goal. 5. Availability. Rave will have no liability for unavailability of any Services caused,in whole or in part, by Client's use of the Services other than In accordance with the terms and conditions of the Agreement or the Documentation,by any Designated Institution's operation or End User's use of the Services other than in accordance with Rave's applicable then-current Terms of Use,or for any causes beyond the reasonable control of Rave or that are not reasonably foreseeable to Rave, Including but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, the failure or unavailability of any services provided by Third Party Service Providers or Emergency Service Providers, or any inaccuracy or insufficiency in any information regarding End Users. [Remainder of Page Intentionally Left Blank.] s Rave Wireless,Inc.d/b/a Rave Mobile Safety Master License and Services Agreement Verson 5.0/December 13,2013(Revised 11.20.14)/Elgin,IL(2.3.17)