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Step 2

license information

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Step 3

billing details

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Step 4

Review the following site agreement.

Please review and sign the Reporting Made Easy agreement.

Software as a Service Agreement This Software as a Service Agreement (this "Agreement"), effective as of the date specified at the end of the Agreement (the "Effective Date"), is by and between Automated Compliance Partners, LLC d/b/a Reporting Made Easy, a Colorado limited liability company ("Provider"), and the person, entity or agency identified when requesting an account with Provider to receive Services ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." WHEREAS, Provider provides access to its software-as-a-service offerings (the “Services” as further defined below) to third party vendors and service providers engaged by fire departments throughout the United States (each a “Fire Department”) to perform safety inspections and submit inspection reports, acceptance and deficiency reports, “authority having jurisdiction” (“AHJ”) forms, notifications and other information to as required by each Fire Department (collectively “Inspection Reports”) through Provider’s Services; and WHEREAS, Customer is a vendor of a Fire Department requiring Inspection Reports to be submitted through Provider’s Services and desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Capitalized terms will have the meanings set forth in this Section 1, or where they are first used in this Agreement. (a) “Access Protocols” means any user name, identification number, password, access code, license or security key, security token, PIN, or other security code, method, technology, or device, technical specifications, connectivity standards or protocols, or other relevant procedures, used alone or in combination, as may be necessary to verify Customer or any Authorized Users’ identity and authorization to access and use the Services. (b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. (c) "Customer Data" means Inspection Reports and other information agreed by the Parties or information required by a Fire Department to be submitted through Provider Services, in the forms and medium, and using the tags as defined in Exhibit A of this Agreement, as instructed by Provider, that are uploaded, submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User to Provider through the Services. (d) “Customer Personnel” means all individuals involved in Customer’s and its Authorized Users’ access to and use of the Services as officers, employees, agents, representatives, or independent contractors of Customer. (e) "Documentation" means Provider's then-current privacy policy, website terms of use, documents, systems requirements, technical materials, user manuals, and instructions relating to the Services provided by Provider to Customer in any form or medium including on-line, via URL, electronically or in hard copy describing the functionality, features, use and operation of the Services, including without limitation, the minimum Customer systems and connectivity configuration(s) required to allow Customer and Authorized Users to access and use the Services. (f) “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data accessed, stored or processed by the Services; or (b) prevent Customer or any Authorized User from accessing or using the Services as intended by this Agreement. (g) "Provider IP" means the Services, the Documentation, and any and all Confidential Information and Intellectual Property provided to Customer or any Authorized User in connection with the foregoing. Provider IP includes any and all Intellectual Property Rights now known or hereafter existing, registered and unregistered, granted, or applied for (a) rights associated with works of authorship, including copyrights, mask work rights, moral rights and database protection; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. Provider IP does not include Customer Data in the form submitted to Provider by Customer but does include any and all Derivative Works created by Provider from the Customer Data as permitted by this Agreement. (h) "Services" means Provider’s proprietary software-as-a-service application that allows Authorized Users to access and use certain features and functions through a web interface to upload Customer Data for use by Customer, Provider and the applicable Fire Department. 2. Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement at all times during the Term and Customer’s timely payment of all Fees, the Parties agree as follows: (a) Provision of Access. Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use and the applicable Fire Department’s use. Provider shall provide to Customer and the applicable Fire Department the necessary passwords and network links or connections to allow Customer and Fire Department to access the Services. Provider reserves the right, in its sole discretion, to make any changes to the Services and Documentation that it deems necessary or useful to: (a) maintain or enhance: (i) the features, functions, quality or delivery of the Services; (ii) the competitive strength of or market for the Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. Customer agrees to comply with all then-current terms and conditions of the Documentation during the Agreement Term. (b) Unauthorized Access. Customer will ensure that only Authorized Users will access the Services. Customer is responsible for maintaining the confidentiality of Customer’s and all Authorized Users’ Access Protocols, and is solely responsible for all activities that occur through the use thereof. Customer agrees (a) not to allow unauthorized third parties to use any Customer Access Protocols to access the Services, and (b) to notify Provider promptly of any actual or suspected unauthorized use of Customer’s or any Authorized User’s Access Protocols. Provider reserves the right to change or update the Access Protocols in Provider’s sole discretion from time to time. (c) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. (d) Customer Data License. Customer hereby grants to Provider a perpetual, royalty free, non-transferrable (except to the applicable Fire Department and Fire Department designees), non-exclusive license to to reproduce, distribute, process, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer and allow access to Customer’s Services, Inspection Reports and other information to the applicable Fire Department as contemplated by this Agreement. This license grant includes the right to compile, aggregate and summarize Customer Data and modify and create derivative works from the Customer Data, including, without limitation, processing and creating reports related to the Customer Data (collectively “Derivative Works”) for the benefit of both Customer and the Fire Department, and to use the information contained in the Customer Data and Derivative Works to provide both Customer and the applicable Fire Department with reports, alerts, notifications, and dashboards. Customer agrees that Customer Data is not Confidential Information and consents to Provider allowing the applicable Fire Department to have access to Customer’s account within the Services and to share the Customer Data and Derivative Works with the Fire Department, Fire Department designees and other third parties as instructed by the Fire Department or as required by applicable law. (e) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) bypass or breach any security device or protection used by the Service; (v) input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (vi) remove any proprietary notices from the Services or Documentation; or (vii) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. (f) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP. (g) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer, Fire Department, or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law (any such suspension a “Service Suspension”). If the reason for a Service Suspension continues for more than a week, Provider may, in Provider’s sole discretion, terminate this Agreement. Provider shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 3. Customer Responsibilities. (a) Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions. (b) Customer is responsible and liable for maintaining its on-line account access for Services with current information and uploading Customer Data in the correct manner and location within the Services as instructed by the applicable Fire Department and Provider, including, without limitation, accurately assessing and identifying the number and severity of any deficiencies identified in the Inspection Report being uploaded, providing summary information of deficiencies, and otherwise following Provider’s uploading and content requirements. Customer agrees the Inspection Report tag definitions identified in Exhibit A are accurate and must be accurately applied to each Inspection Report uploaded by Customer. For Inspection Reports identifying significant deficiencies (such as a red tag), Customer must also separately notify the Fire Department, the owner of the deficient property, and other parties, as required by law. 4. Support Services. Subject to the terms and conditions of this Agreement, Provider will exercise commercially reasonable efforts to provide customer support for the use of the Services by Authorized Users during Provider’s standard customer support schedule of operation which information is available upon request. 5. Fees and Payment. (a) Fees and Payment Method. Customer shall pay Provider the fees ("Fees") for each uploaded Inspection Report required by the Fire Department at the current amount charged for the applicable Inspection Report, without offset or deduction. A Fire Department may revise its Inspection Report requirements at its discretion, and Provider may increase Fees upon providing Customer thirty (30) days’ advance written notice of the Fee increase. Inspection Reports that are not timely uploaded as required by the Fire Department will incur an additional late Fee when submitted. The current list of Inspection Reports and Fees (including late Fees) for each applicable Fire Department are available on Customer’s account portal. Customer shall make all payments hereunder, including recurring Fees, via payment card, in US dollars, at the time the Inspection Report is uploaded. Provider may, at its discretion, charge Customer payment card processing fees, for each payment transaction. Customer (A) authorizes Provider and/or Provider’s payment processor to initiate recurring charges for all Fees until such time as the Agreement is terminated; (B) authorizes payments for any additional Fees that Customer may incur under the Agreement; and (C) represents and warrants that (i) the payment card information Customer supplies is true, correct and complete, (ii) Customer is duly authorized to use such payment method to pay the Fees, including recurring Fees, (iii) payments made and charges incurred by Customer will be honored, and (iv) Customer will pay all Fees and all applicable taxes, if any, at the Fee applicable at the time the payment is due. (b) Failed Payment. If Customer fails to make any payment when due, or the payment card information provided by Customer is inaccurate or payment is rejected, Customer acknowledges and agrees that Customer will be unable to upload any Inspection Reports until a valid payment method is provided. Customer is solely responsible for late Fees incurred by untimely submission of Inspection Reports. (c) Taxes. Unless Provider has specifically included sales taxes levied on Customer’s use of the SaaS Services in the Fees, all Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income. 6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Upon termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 7. Intellectual Property Ownership; Feedback. (a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all Intellectual Property rights, in and to the Provider IP. (b) Customer Data. Subject to the Customer Data License granted to Provider, and Provider’s ownership rights in Derivative Works, Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. (c) Feedback. If Customer or any Customer Personnel sends or transmits any communications or materials to Provider through the Services, by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of Customer Personnel, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. 8. Limited Warranty; Warranty Disclaimer. (a) Provider will perform the Services and provide Deliverables using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically agreed, in writing, between the Parties. Customer's sole remedy and Provider's sole liability under this Agreement is that Provider will provide customer support as described above and will make commercially reasonable efforts to respond to Customer reports of errors in the Services or technical difficulties. (b) Provider and its service providers have implemented commercially reasonable data security measures designed to keep the Services secure from accidental loss and from unauthorized access, use, alteration, and disclosure. The Provider employs reasonable security measures but cannot guarantee the security of Customer Data transmitted to or from, or stored in, the Provider’s Services. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA, DERIVATIVE WORKS, OR RELATED REPORTS. (c) THE SERVICES AND PROVIDER IP ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S, FIRE DEPARTMENT’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER SHALL NOT BE RESPONSIBLE FOR, AND IS EXPRESSLY RELIEVED OF RESPONSIBILITY FOR ITS REASONABLE RELIANCE ON, ANY INACCURATE OR INCOMPLETE CUSTOMER DATA PROVIDED TO IT HEREUNDER. 9. Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder (collectively “Losses”) resulting from any claims by a third party that arise from or are related to (A) the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringing or misappropriating such third party's intellectual property rights; or (B) Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) failure to comply with any provision of this Agreement, including without limitation, Customer’s failure to upload Customer Data in the manner, or in the location, instructed by Provider; (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (v) modifications to the Services not made by Provider. Customer may not settle any Losses against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such third party claim or to participate in the defense thereof by counsel of its own choice. 10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 11. Term and Termination. (a) Term. The term of this Agreement begins on the Effective Date and will continue in effect until such time it is terminated pursuant to this Agreement's express provisions (the "Term"). (b) Termination. In addition to any other express termination right set forth in this Agreement: (i) If Customer is a vendor for only one Fire Department, this Agreement will automatically terminate on the same date (x) the agreement between Customer and such Fire Department terminates or (y) Provider’s agreement with the Fire Department terminates. (ii) If the Customer is a vendor for multiple Fire Departments, this Agreement will automatically terminate on the same date (x) all Customer agreements with all applicable Fire Departments are terminated or (y) all Provider’s agreement with all applicable Fire Departments are terminated. (iii) Provider may terminate this Agreement, effective on written notice to Customer, if Customer breaches any obligations related to Confidential Information or Provider IP. (iv) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. (v) Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. (c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and Services, and, without limiting Customer's obligations with regard to Provider’s Confidential Information, Customer shall delete, destroy, or return all copies of the Provider IP and Provider Confidential Information, and certify in writing to the Provider that it has been deleted or destroyed. No termination will affect Customer's obligation to pay all Fees that may have become due before such termination or entitle Customer to any refund. (d) Survival. Any rights or obligations of the Parties in this Agreement that, by its nature, should survive termination of this Agreement, will survive any termination of this Agreement for any reason. 12. Miscellaneous. (a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. If there is any inconsistency between the statements made in the body of this Agreement, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement (ii) second, any other documents incorporated herein by reference. (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the physical addresses or email addresses provided pursuant to the Services or otherwise designated by the Party giving Notice from time to time. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. (c) Force Majeure. Except for payment obligations, in no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in a writing agreed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the city of Denver and County of Denver, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party in any final action or settlement is entitled to recover its reasonable attorneys' fees and other costs related to such action from the non-prevailing Party. (g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. (h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. (i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. (j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations with regard to the other Party’s Confidential Information or Intellectual Property rights, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. (k) Independent Contractors. Provider’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party shall represent to any third party that it has any authority to act on behalf of the other Party. (l) Third-Party Beneficiaries. The Parties agree that the Fire Department is intended to benefit from this Agreement and that the Fire Department shall have the right, exercisable in its discretion, to enforce the terms of conditions of this Agreement against Customer. Except for the Fire Department, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. By clicking the “I Agree” button, Customer acknowledges and agrees that Customer has read and agrees to all the terms and conditions of this Agreement and has engaged Provider’s Services as of the date clicked. EXHIBIT A INSPECTION REPORT TAG DEFINITIONS Red Tag – Signals the system is considered inoperative and requires urgent attention to operate properly. The system may not meet the necessary requirements set forth by current codes, standards or requirements set forth in the manufacturers manual. Yellow Tag – Signals that the system can operate appropriately, but there are areas of the system that may not meet current codes, standards or requirements set forth in the manufacturers manual. Green Tag – Signals that the system operates appropriately based on the current codes, standards or requirements set forth in the manufacturers manual.

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Step 5

Review the following information and submit.

By submitting your information you confirm all information you have provided is true and accurate.

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