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Agency agrees to pay AMS the Replacement Cost or applicable Purchase Price specified in the Schedule(s). AMS reserves
<br /> the right, at its sole option, to reduce Agency's inventory of owned Equipment, if any, if Agency does not remit the
<br /> Replacement Cost or applicable Purchase Price within thirty (30) days from the loss of the Products. Agency shall cooperate
<br /> with AMS in the preparation and filing of any documents considered necessary by AMS to preserve AMS' title and ownership
<br /> rights to the Equipment. AMS reserves the right to audit rental inventory on a monthly basis.
<br /> 3 RESTRICTIONS; LICENSE; OWNERSHIP; DISCLAIMER
<br /> 3.1 Restrictions on Use: No Modification. Agency shall not do any of the following acts: (i) wilfully tamper with the
<br /> security of the Monitoring Software or Equipment; (ii) access data on the Monitoring Software not intended for Agency; (iii) log
<br /> into an unauthorized server or account on the Monitoring Software; (iv) attempt to probe, scan or test the vulnerability of the
<br /> Monitoring Software or to breach the security or authentication measures without proper authorization; (v) wilfully render any
<br /> part of Monitoring Software unusable; (vi) reverse engineer, de- compile, disassemble or otherwise attempt to discover the
<br /> source code or underlying ideas or algorithms of the Monitoring Software; (vii) modify, translate, or create derivative works
<br /> based on the Monitoring Software; (viii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise
<br /> commercially exploit the Monitoring Software or make the Monitoring Software available to a third party other than as
<br /> contemplated in this Agreement; (ix) use the Monitoring Software for timesharing or service bureau purposes or otherwise for
<br /> the benefit of a third party; (x) publish or disclose to third parties any evaluation of the Monitoring Software without AMS' or its
<br /> third party supplier's prior written consent; (xi) remove, modify, obscure any copyright, trademark, patent or other proprietary
<br /> notice that appears on the Monitoring Software; or (xii) create any link to the Monitoring Software or frame or mirror any
<br /> content contained or accessible from the Monitoring Software. Except as expressly provided in this Agreement, no right or
<br /> license is granted hereunder, by implication, estoppel or otherwise.
<br /> 3.2 Firmware License. The Equipment contains firmware developed and owned by AMS or its third party suppliers and
<br /> Agency is hereby granted a limited, non exclusive, non transferable, royalty -free license, for the Term, to use the firmware in
<br /> the Equipment. AMS and its third party suppliers shall retain all rights to the firmware contained in the Equipment. This
<br /> license shall be deemed to be in effect upon delivery of the Equipment.
<br /> 3.3 Ownership. Agency acknowledges that all right, title and interest in any software or firmware provided under this
<br /> Agreement and all modifications and enhancements thereof, including all rights under copyright and patent and other
<br /> intellectual property rights, belong to and are retained solely by AMS or its third party suppliers. This Agreement does not
<br /> provide Agency with title or ownership of any software or firmware provided under this Agreement, but only the rights
<br /> specified in this Agreement. Further, if Agency suggests any new features or functionality for the Products or the Monitoring
<br /> Software that AMS or its third party suppliers subsequently incorporates into the Products or Monitoring Software, any such
<br /> new features or functionality shall be the sole and exclusive property of AMS or its third party suppliers and shall be free from
<br /> any confidentiality restrictions that might otherwise be imposed upon AMS pursuant to Section 5 below.
<br /> 3.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE EXTENT ALLOWED BY LAW, AMS
<br /> DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
<br /> OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. AMS SHALL HAVE NO
<br /> LIABILITY WHATSOEVER AS A RESULT OF THE EQUIPMENT BEING LOCATED IN AN AREA NOT COVERED BY
<br /> APPROPRIATE WIRELESS COVERAGE (IF APPLICABLE), OR IF THE EQUIPMENT FAILS TO ESTABLISH A
<br /> CONNECTION WITH THE MONITORING SOFTWARE OR THE SERVICES ARE DISABLED DUE TO NETWORK
<br /> RELATED ISSUES. Without limiting the express warranties set forth in this Agreement, AMS does not warrant that the
<br /> Services will meet Agency's requirements or that access to and use of the Services will be uninterrupted or free of errors.
<br /> AMS cannot and does not guarantee the privacy, security, authenticity and non corruption of any information transmitted
<br /> through, or stored in any system connected to, the Internet. Neither AMS nor its third party suppliers shall be responsible for
<br /> any delays, errors, failures to perform, or disruptions in the Services caused by or resulting from any act, omission or
<br /> condition beyond AMS' or its third party supplier's reasonable control.
<br /> 4 SERVICES TERMS (IF SERVICES ARE PROVIDED BY AMS UNDER THE AGREEMENT)
<br /> 4.1 Availability of Services. AMS shall use commercially reasonable efforts to make the Services available for twenty-
<br /> four (24) hours a day, seven (7) days a week. Agency agrees that from time to time the Services may be inaccessible or
<br /> inoperable for reasons beyond the control of AMS, including: (i) equipment malfunctions; (ii) periodic maintenance
<br /> procedures or repairs which AMS may undertake; or (iii) interruption or failure of telecommunication or digital transmission
<br /> links, hostile network attacks, network congestion or other similar failures. Agency shall not be entitled to any setoff,
<br /> discount, refund or other credit as a result of unavailability of the Services except as expressly provided herein.
<br /> 4.2 Security. AMS shall use commercially reasonable efforts to prevent unauthorized access to restricted areas of the
<br /> Monitoring Software and any databases or other sensitive material. AMS reserves the right to deactivate or suspend access
<br /> to the Monitoring Software by a user if such user is found or reasonably suspected to be using his /her access to facilitate
<br /> Alcohol Monitoring Systems, Inc. 2 Confidential
<br /> Agency Products and Services Agreement Rev. 06/13
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