COMMAND AUTOMATION TRAINING

ZoneCommand Pro™ App

SOFTWARE LICENSE AND APPLICATION SERVICES AGREEMENT

This Software License and Application Services Agreement ("Agreement") is made between Client and Tactical Command Apps, Inc. a Colorado corporation d/b/a Incident App Solutions, Inc. with address of P.O. Box 336501, Greeley, CO 80633 ("INCIDENTAPPS"). Client must be at least eighteen (18) years of age to enter into this Agreement.

RECITALS

WHEREAS, INCIDENTAPPS is the sole and exclusive owner of the software applications (in object and source code form), information, technology, associated documentation and other items described on attached Schedule A (collectively, the "Applications"); and

WHEREAS, Client desires to license the Applications subject to the terms and conditions specified in this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties, intending to be legally bound, agree as follows:

BY CHECKING 'I AGREE TO TERMS OF USE AND PRIVACY POLICY', CLICKING THE 'SIGN UP' BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES OR APPLICATIONS, CLIENT EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND ANY ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME BY INCIDENTAPPS. IF CLIENT DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE 'I AGREE TO TERMS OF USE AND PRIVACY POLICY' OR CLICK THE 'SIGN UP' BUTTON AND INCIDENTAPPS WILL PROMPTLY CANCEL THIS TRANSACTION AND CLIENT MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE APPLICATIONS.

1. Services

a. Services. For the term of this Agreement and subject to the license provisions set forth in Section 2, INCIDENTAPPS agrees to provide Client and Client's Authorized End Users, as defined in Section 2(a) of this Agreement, a non-exclusive electronic access to the Applications via a digital information processing, transmission and storage system ("Server") maintained by or on behalf of INCIDENTAPPS. INCIDENTAPPS shall make the Applications available on and via a global computer communications network ("Internet") and shall provide such other additional application services as specified in Schedule A (collectively, the "Services"). The Services may be supplemented upon the mutual agreement of the parties and such supplemental Services shall be outlined in a Supplemental Schedule A and governed by the terms and conditions of this Agreement. Client understands that INCIDENTAPPS may agree to perform certain customization Services, as further described in Schedule B, which shall be subject to the payment by Client of INCIDENTAPPS'S applicable fees for such customization Services, as set forth in Schedule A. INCIDENTAPPS reserves the right to modify the Applications and/or Services at any time as business needs dictate.

b. Availability of Services. Subject to the terms and conditions of this Agreement, INCIDENTAPPS shall attempt to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. Client agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which INCIDENTAPPS may undertake from time to time; or (iii) causes beyond the control of INCIDENTAPPS or which are not reasonably foreseeable by INCIDENTAPPS, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to Client's Internet Service Provider, hostile network attacks, network congestion or other failures. Client agrees that INCIDENTAPPS has no control over the stability and throughput speed of the Internet or the availability of Services on a continuous or uninterrupted basis. Client shall be solely responsible for providing, maintaining and ensuring compatibility with the Applications and Services, including securing Internet access connections.

c. INCIDENTAPPS Materials. In connection with performance of the Services and at the sole discretion of INCIDENTAPPS, INCIDENTAPPS may provide to Client and its Authorized Users, in addition to the licensed Applications, certain materials, including, without limitation, computer software (in object code or source code form), data, access to, and use of, computer hardware, hypertext links, documentation or information developed or provided by INCIDENTAPPS or its suppliers under this Agreement, domain names, electronic mail addresses and other network addresses assigned to Client, and other know-how, methodologies, equipment, and processes used by INCIDENTAPPS to provide the Services to Client ("INCIDENTAPPS Materials").

d. Client Content. Client shall be solely responsible for providing, updating, uploading and maintaining any and all of files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Applications and Services, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metatags, domain names, software and text ("Client Content"). The Client Content shall also include any registered domain names provided by Client or registered on behalf of Client in connection with the Services.

2. Licenses Grants and Ownership Rights

a. License of Applications. INCIDENTAPPS grants Client a limited, non-exclusive, worldwide, nontransferable, revocable license to access the Applications identified in Schedule A and to allow third parties, including agency members of Client's cooperative as authorized in writing by INCIDENTAPPS, to access the Applications subject to the agreement of the terms and conditions set forth in INCIDENTAPPS'S standard End User Terms of Service Agreement attached hereto as Schedule D ("Authorized End Users"). Any such access to the Applications shall be in object code form only, and during the term of this Agreement for Client's internal business purposes related to Client referral, and relationship management and subject to payment of the subscription service fees and license and user fees (collectively, the "Fees"), as specified in this Agreement and the requirements specified in Schedule B to this Agreement ("System Requirements"). Client and its Authorized End Users shall not (i) install, electronically transfer, network or otherwise execute the Applications in an operating environment other than as specified in Schedule B, (ii) directly or indirectly use the Applications to process the work of any third party, whether through a timesharing or rental arrangement or otherwise, (iii) grant sublicenses or otherwise transfer the Applications to any third party, (iv) reverse engineer, disassemble or decompile the Applications, or (v) modify the Applications without the prior written consent of INCIDENTAPPS.

b. License of Client Content; Licenses of Third Party Applications. Client grants to INCIDENTAPPS a non-exclusive, worldwide and royalty free license to copy, display, use and transmit on and via the Internet the Client Content in connection with INCIDENTAPPS's performance or enforcement of this Agreement. INCIDENTAPPS agrees to license the Third Party Software Applications identified in Schedule B to this Agreement, if any.

c. INCIDENTAPPS Ownership Rights. INCIDENTAPPS shall retain exclusive ownership of all right, title and interest (including any patents, copyrights, trademarks, service marks, trade dress, logos, technical information, know-how, trade secrets or confidential or proprietary information, or other intellectual property rights, whether currently existing or hereafter developed or acquired, and all applications, disclosures and registrations with respect thereto) in and to the Applications, Services and INCIDENTAPPS Materials and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed in conjunction with Client, and whether or not developed by INCIDENTAPPS, Client or any contractor, subcontractor or agent for INCIDENTAPPS or Client. To the extent that ownership of the INCIDENTAPPS Materials, Services and/or Applications or any rights therein or modifications or derivative works thereof do not automatically vest in INCIDENTAPPS by virtue of this Agreement or if Client or any third party engaged by Client is deemed to have any ownership interest or rights therein, then Client shall assign and/or cause such third party to assign, and Client does hereby assign, all right, title and interest and rights to INCIDENTAPPS. Client reasonably shall cooperate with INCIDENTAPPS and shall cause to be executed all such instruments and documents as INCIDENTAPPS reasonably may request in connection with such assignments. Client shall not take any action that might encumber or expose the INCIDENTAPPS Materials, Services and/or Applications, or the license rights granted in this Agreement, to any claims, liens or other forms of encumbrance.

d. Protection. Client will take all reasonable steps to protect the INCIDENTAPPS Materials, Services and/or Applications from any use, reproduction, publication, disclosure or distribution that is not specifically authorized by this Agreement. Client shall place appropriate notices of INCIDENTAPPS's intellectual property rights on all copies of the INCIDENTAPPS Materials, Services and/or Applications used or distributed by Client pursuant to this Agreement and shall comply with all reasonable directions that are submitted by INCIDENTAPPS from time to time regarding the form and placement of intellectual property rights notices (such as patent and copyright information) with respect to the INCIDENTAPPS Materials, Services and/or Applications.

e. Existing Notices. Client shall not remove, alter, cover, or distort any intellectual property rights notice placed by INCIDENTAPPS in or on the INCIDENTAPPS Materials, Services and/or Applications.

3. Services Terms and Limitations

a. Storage and Security; Password. At all times, Client shall bear full risk of loss and damage to all Client Content, including any such Client Content accessed by its Authorized End Users. Client shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Client Content; (ii) maintain independent archival and backup copies of all Client Content as Client deems necessary; (iii) ensure the security, confidentiality and integrity of all Client Content transmitted through or stored on the Server; and (iv) ensure the confidentiality of Client's password and member account, which shall be issued by INCIDENTAPPS to Client for the limited purpose of accessing and using the Applications and Services, as set forth in Schedule A. The Server, INCIDENTAPPS Materials and the Services are not an archive and INCIDENTAPPS shall have no liability to Client, its Authorized End Users, or any other person for loss, damage or destruction of any Client Content. If Client password is lost, stolen or otherwise compromised, Client shall promptly notify INCIDENTAPPS, whereupon INCIDENTAPPS shall disable access to the Applications and the Services by use of such Authorized End User.

b. Acceptable Use Policy. Client is solely responsible for all acts, omissions and use under and charges incurred with Client's account or password or in connection with any Client Content displayed, linked, transmitted through or stored on the Server or Services or accessed by any Authorized End User. Client agrees not to engage in, or allow any Authorized End User to engage in, any unacceptable use of the Applications or any Services, including, without limitation any direct or indirect: (i) dissemination or transmission of unsolicited messages, chain letters or unsolicited commercial email; (ii) dissemination or transmission of any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) dissemination or transmission of any files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right or other rights of any person; (iv) creation of a false identity or other attempt to mislead any person as to the identity, source or origin of any communication or any act in violation of consumer laws, protections and regulations; (v) export, re-export or downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (vi) interference, disruption or attempt to gain unauthorized access to any computer system, server, network or account for which Client does not have authorization to access or at a level exceeding Client's authorization; (vii) dissemination or transmission of any virus, trojan horse or other malicious, harmful or disabling data, work, code or program; or (viii) engagement in any other activity deemed by INCIDENTAPPS to be in conflict with the spirit or intent of this Agreement or any INCIDENTAPPS policy.

4. Fees and Payment Terms

a. Fees and Payment. Client shall pay INCIDENTAPPS the Fees for the Services and Applications licensed hereunder in the amounts set forth in Schedule A. The prices set forth in Schedule A are exclusive of any applicable insurance fees, transportation costs, sales, use and like taxes. INCIDENTAPPS expressly reserves the right to change its Fees hereunder for the Services and/or licensed Applications at any time, as business needs dictate and upon reasonable notice to Client. In the event that Client exceeds the scope of the Services, Client shall pay INCIDENTAPPS for such additional services not within the scope of the Services as specified in Schedule A at INCIDENTAPPS's then current rates. To the extent Client pays the Fees under this Agreement pursuant to an on-line credit card payment method ("On-Line Payment Method"), such payments shall be in accordance with the On-Line Payment Method Terms and Conditions, attached as Schedule C.

d. Invoices. For any Services or Application feature licensed on a per usage basis, payment shall be due within ten (10) days of receipt of an invoice from INCIDENTAPPS. Payments made via the On-Line Payment Method shall be subject to the terms set forth in Schedule C. Client agrees that amounts of any unpaid invoice shall accrue interest at one and one half percent (1.5%) per month or the highest amount allowed by law, whichever is less. Client shall pay all costs of collection, including reasonable attorney's fees and costs, in the event any invoice requires collection efforts.

e. Audit Rights. Client shall keep at its principal place of business complete and accurate books and records that contain all information necessary to compute any payments due to INCIDENTAPPS under the terms of this Agreement. Upon at least five days prior written request, which shall not be made more than twice in any calendar year, INCIDENTAPPS may audit a Client's books and records relating to the use of the Applications and/or Services in order to verify payments rendered under this Agreement. Prompt adjustment shall be made by the proper party to compensate the other party for any errors or omissions disclosed by such audit.

5. Warranties and Disclaimer

a. INCIDENTAPPS Warranties. INCIDENTAPPS warrants to Client that: (i) INCIDENTAPPS has the right and authority to enter into and perform its obligations under this Agreement; and (ii) INCIDENTAPPS shall perform the Services in a commercially reasonable manner.

b. Client Warranties and Indemnification. Client represents and warrants to INCIDENTAPPS that: (i) Client has the power and authority to enter into and perform its obligations under this Agreement; (ii) Client Content does not and shall not contain any information, content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violates any applicable law or regulation or infringes, violates or misappropriates any proprietary, intellectual property, contract or tort right of any person; and (iii) Client owns the Client Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use, distribute and/or display the Client Content as contemplated by this Agreement. Client shall indemnify and hold harmless INCIDENTAPPS, its affiliates, licensors, suppliers, and distributors, and their respective officers, directors, employees, and agents from and against any and all losses, causes of action, claims, liabilities and expenses whatsoever (including, without limitation, reasonable attorneys' fees), regardless of the form of action ("Claim"), arising out of or in connection with any Claim regarding: (i) Client's, its Authorized End Users, or any related party's use of the Applications, INCIDENTAPPS Materials or Services; or (ii) Client's breach or alleged breach of any representations, warranties, conditions, covenants or obligations under this Agreement. INCIDENTAPPS agrees to promptly notify Client in writing of any Claim under this provision, to cooperate with Client, at Client's expense, in defending or settling such claim, and to give Client authority to control the defense and settlement of such claim; provided, however, that Client shall not enter into any settlement that adversely affects INCIDENTAPPS or any of INCIDENTAPPS affiliates without first obtaining INCIDENTAPPS's prior written consent.

c. Disclaimer of Warranty. EXCEPT AS EXPRESSLY STATED AT SECTION 5(a) OF THIS AGREEMENT, THE APPLICATIONS, SERVICES AND/OR ANY INCIDENTAPPS MATERIALS ARE PROVIDED ON AN "AS IS" BASIS, AND CLIENT'S AND ITS AUTHORIZED END USERS' USE OF THE SAME IS AT CLIENT'S OWN RISK. INCIDENTAPPS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. INCIDENTAPPS DOES NOT WARRANT THAT THE APPLICATIONS, SERVICES AND/OR ANY INCIDENTAPPS MATERIALS WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THEY WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. INCIDENTAPPS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM INCIDENTAPPS'S SERVER, NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT'S AND/OR INCIDENTAPPS'S CONNECTIONS TO THE INTERNET. ANY WARRANTY FOR THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE IS LIMITED SOLELY TO SUCH THIRD PARTY MANUFACTURERS' PROVIDED WARRANTIES.

6. Limitation of Liability

IN NO EVENT SHALL INCIDENTAPPS BE LIABLE TO CLIENT, ITS AUTHORIZED END USERS, OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURIES FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF INCIDENTAPPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCIDENTAPPS'S MAXIMUM LIABILITY AND CLIENT'S SOLE REMEDY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO INCIDENTAPPS HEREUNDER FOR THE THREE (3) MONTH PERIOD PRIOR TO ANY ACT OR OMISSION GIVING RISE TO ANY POTENTIAL LIABILITY. THE PARTIES ACKNOWLEDGE THAT INCIDENTAPPS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

7. Term and Termination

a. Term. The term of this Agreement shall commence on the Effective Date and shall continue thereafter for one (1) year, unless sooner terminated pursuant to this Section 7. This Agreement shall renew automatically for successive one (1) year terms unless terminated by either party within thirty (30) days of the expiration of the prior term.

b. Termination. This Agreement may be terminated in the following circumstances:

(i). For Default. INCIDENTAPPS may terminate this Agreement with respect to Client, and Client may terminate this Agreement with respect to INCIDENTAPPS, upon written notice and without judicial or administrative resolution, if such party breaches any material term or condition hereof and fails to cure such breach within 30 days after receiving written notice from the non-breaching party, which notice describes the breach in reasonable detail.

(ii). For Bankruptcy or Insolvency. INCIDENTAPPS may terminate this Agreement with respect to Client, and Client may terminate this Agreement with respect to INCIDENTAPPS, immediately if the other party files a voluntary petition in bankruptcy or under any similar insolvency law, makes an assignment for the benefit of its creditors, or if any involuntary petition in bankruptcy or under any similar insolvency law is filed for, or a levy or attachment is made against all or substantially all its assets, and such involuntary petition is not dismissed or such receiver or levy or attachment is not discharged within 60 days after the filing or appointment thereof. In addition, INCIDENTAPPS may terminate this Agreement with respect to immediately if Client assigns or attempts to assign this Agreement or any of its rights hereunder without the prior written consent of INCIDENTAPPS.

c. Effect of Termination. Upon the effective date of any termination of this Agreement or any subscription hereunder, INCIDENTAPPS shall cease providing access to the Applications, Services and/or INCIDENTAPPS Materials and Client shall return all copies or any Applications, Services, INCIDENTAPPS Materials and/or Confidential Information (as defined below) to INCIDENTAPPS and erase and remove all copies of the Applications, Services, INCIDENTAPPS Materials and/or Confidential Information from any computer equipment and media in Client's possession, custody or control and, upon request, Client shall provide to INCIDENTAPPS a written certification of its compliance with the foregoing. Within thirty (30) days of the effective date of termination and full payment by Client, INCIDENTAPPS will provide Client with the Client Content, if any, received under this Agreement. In no event will Client Content be maintained by INCIDENTAPPS more than sixty (60) days after the effective date of termination. IN NO EVENT SHALL INCIDENTAPPS HAVE ANY LIABILITY TO CLIENT OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF ANY CLIENT CONTENT.

d. Rights Upon Termination. In the event this Agreement is terminated for any reason, in addition to all rights and remedies available to INCIDENTAPPS, Client shall pay INCIDENTAPPS, on a pro rata basis, for all Services and license Fees up to and including the date of such termination.

e. Return Policy. Any permissible return and/or refund with respect to the Applications shall be subject to the then current Return Policy established by INCIDENTAPPS and posted on the INCIDENTAPPS website.

8. Confidentiality

As a result of this Agreement and the ongoing relationship of the parties, each of the parties will have access to confidential, proprietary and trade secret information concerning the other and the other's business and customers, and specifically including the Applications, INCIDENTAPPS Materials, Services and Client Content (the "Confidential Information"). All Confidential Information shall remain solely the property of the disclosing party, and the recipient shall maintain and protect the confidentiality of such Confidential Information with the same degree of care used to protect its own Confidential Information, but in any event, no less than a reasonable degree of care. Except to the extent permitted by this Agreement or by applicable law, no party shall duplicate in any manner another's Confidential Information or disclose the Confidential Information to any third party or to any of its employees or agents not having a need to know. Any disclosure to employees or agents shall be made pursuant to obligations of confidentiality that are at least as rigorous as the obligations provided herein. Each of the parties further agrees not to utilize another's Confidential Information for any purpose other than the performance of this Agreement. The parties shall treat the existence and terms of this Agreement as confidential in accordance with this paragraph.

9. General

a. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

b. Assignment. Client may not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, without the prior written consent of INCIDENTAPPS and any attempt to do so shall be voidable by INCIDENTAPPS. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and permitted assigns.

c. Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.

d. Severability. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

e. Notice. All notices shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by facsimile or e-mail confirmed by call back. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, designate by notice to the other party.

f. Amendment. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both parties.

g. Governing Law and Dispute Resolution. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, U.S.A., without regard to conflicts of laws principles. The rights and obligations of the parties under this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator, who shall be an attorney-at-law and shall have a background or training in computer law, computer science, or marketing of computer products. The decision of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant injunctive relief in a form substantially similar to that which could otherwise be granted by a court of law. The arbitrator shall not have the power to award any damages of the types excluded by this Agreement, regardless of the nature of the claim. Nothing in this paragraph shall derogate from the rights of the parties to seek equitable or injunctive relief in a court of competent jurisdiction. If a party shall commence any action or proceeding against another that arises out of or relates to this Agreement, or to recover damages as the result of the alleged breach of any of the provisions of this Agreement, the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including reasonable attorneys' fees.

h. Survival. The definitions of this Agreement and the respective rights and obligations of the parties under Sections 2(c), 3, 4, 5(b), 5(c), 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.

i. Force Majeure. Neither party shall be responsible for any delay or failure to perform obligations specified in this Agreement to the extent that such performance is prevented, hindered, delayed or made impracticable by reason of force majeure (including, but not limited to, any cause that cannot be overcome by reasonable diligence and without unreasonable expense) or as a result of any laws, rules, policies, practices or regulations of any industry association or organization, or any jurisdictional or governmental authority, and will be excused from such delay or performance, until such party is able to continue performance.

j. Entire Agreement. This Agreement, together with the attached Schedules, which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

k. Further Assurances. Each party shall cooperate fully with the others and execute such further instruments, documents and agreements and give such further written assurances, as may be reasonably requested by the others to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

l. 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. Each party fully understands its specific obligations under this Agreement and neither party shall be afforded favorable interpretation of this Agreement. No party considers its obligations to be vague or in any way unenforceable, and no party will contend to the contrary at any future time or in any future proceedings.

m. Publicity. All media releases and public announcements by either party relating to this Agreement, its subject matter, or the purpose of this Agreement must be in written form signed and approved by both parties prior to release or announcement.

n. No Third Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such third party shall have any right or cause of action hereunder.

Schedule A

1. Applications*:

A. INCIDENTAPPS - visit www.IncidentApps.com/content/command for current ZoneCommand Pro & product information.

2. Fees:

Visit www.IncidentApps.com/content/911alternative/index.html#pricing for current price information.

3. Member Account; Password

Client will be required to set their password during the initial service sign-up process.

** "Applications" include all written materials developed or used by INCIDENTAPPS and provided to Client hereunder, including user and operating manuals, instructions, maintenance and support materials, specifications and other technical data. "Applications" do not include any Third Party Software, information, technology or other items, the rights to which must by obtained by Client independently.

Schedule B

1. System Requirements:

The minimum App requirements are as follows:

ZoneClient - Requires iOS 9.0 or later. Compatible with iPad.

2. Customization Services:

Contact Incident App Solutions, Inc. directly for more information.

Schedule C

On-Line Payment Method Terms and Conditions:

A. Billing Account. INCIDENTAPPS will bill Client's online account ("Billing Account") for the Services and Applications. Client agrees to pay INCIDENTAPPS all Fees then in effect for any Services and Applications and Client authorizes INCIDENTAPPS to charge Client's chosen On-Line Payment Method for access to such Services and Applications. Client agrees to make payment using that selected On-Line Payment Method. INCIDENTAPPS reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. CLIENT MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR CLIENT'S BILLING ACCOUNT IN ORDER TO RECEIVE THE SERVICES AND ACCESS TO THE APPLICATIONS. CLIENT MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP CLIENT'S BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CLIENT MUST PROMPTLY NOTIFY INCIDENTAPPS IF CLIENT'S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF CLIENT BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF CLIENT'S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CALLING 970-336-5973. IF CLIENT FAILS TO PROVIDE INCIDENTAPPS ANY OF THE FOREGOING INFORMATION, CLIENT AGREES THAT INCIDENTAPPS MAY CONTINUE CHARGING CLIENT FOR ANY SERVICES AND APPLICATIONS PROVIDED UNDER CLIENT'S BILLING ACCOUNT UNLESS CLIENT HAS TERMINATED ITS SUBSCRIPTION FOR SUCH SERVICE AND/OR APPLICATION (CONFIRMED IN WRITING UPON REQUEST).

B. Periodic Charges. If the amount to be charged to Client's Billing Account varies from the amount preauthorized, Client has the right to receive, and INCIDENTAPPS shall so provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement Client has with the On-Line Payment Method Provider will govern Client's use of the On-Line Payment Method. Client agrees that INCIDENTAPPS may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. INCIDENTAPPS MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CLIENT, UNTIL CLIENT PROVIDES PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT CLIENT HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE CLIENT'S PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE INCIDENTAPPS REASONABLY COULD ACT. TO TERMINATE CLIENT'S AUTHORIZATION OR CHANGE CLIENT'S PAYMENT METHOD. Client's non-termination or continued use of any Services or Applications on Client's Billing Account reaffirms that INCIDENTAPPS is authorized to charge Client's Billing Account. INCIDENTAPPS may submit those charges for payment and Client will be responsible for such charges. Those submissions will not waive INCIDENTAPPS'S right to seek payment directly from Client or any user authorized by Client. Client's charges may be payable in advance, in arrears, per usage, or as otherwise described when Client initially ordered the applicable Services and Applications. Client agrees not to assign, transfer or sublicense any rights in Client's Billing Account.

C. Online Statement. Charges on Client's Billing Account will be summarized online ("Online Statement"). Client will receive one Online Statement per Billing Account. Client's Online Statement will be available by email. Subject to applicable law, Client agrees that the Online Statement is the only statement of Client's Billing Account that INCIDENTAPPS needs to provide to Client. CLIENT ALSO AGREES THAT IT IS CLIENT'S RESPONSIBILITY TO PRINT OR STORE A COPY OF ITS ONLINE STATEMENT AND TO RETAIN THIS COPY FOR ITS RECORDS. While Client may request a paper copy of its Online Statement, Client will be charged a retrieval fee in the amount of $5.00. To request a paper copy of Client's Online Statement, send your e-mail request to info@incidentapps.com. Paper copies of Client's Online Statement will only be provided for 120 days from the date of the Online Statement.

INCIDENTAPPS will use commercially reasonable efforts to correct any technical failures relating to an Online Statement within a reasonable time; however, Client's inability to view an Online Statement does not extend, or relieve Client of, its obligation to pay any amounts owing to INCIDENTAPPS. Unless Client notifies INCIDENTAPPS of any error within 120 days after it first appears in any Online Statement, such statement will be deemed accepted for all purposes, including resolution of inquiries made by Client's Payment Method Provider. TO THE EXTENT ALLOWED BY LAW, CLIENT RELEASES INCIDENTAPPS FROM ANY AND ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR THAT IS NOT REPORTED TO INCIDENTAPPS WITHIN 120 DAYS AFTER THE ERROR FIRST APPEARS ON CLIENT'S ONLINE STATEMENT.

D. Due Date; Late Charges; and Collection. The amount due to INCIDENTAPPS must be paid in full by Client's Payment Method Provider on the date such payment is requested by INCIDENTAPPS. Client is not entitled to carry forward a balance. Client agrees to pay late charges that may be assessed by INCIDENTAPPS on amounts due but not timely paid. The late charge will be 1% per month (or 12% per annum) on the total amount due but not paid; but if such rate is in excess of any allowable rate under applicable laws, then Client will instead be charged the maximum rate that is permitted by law. INCIDENTAPPS reserves the right to refer Client's Billing Account to a third party for collection in the event of default. Client agrees to pay all costs incurred in the enforcement of this Agreement and in collection of any delinquent amounts due, including reasonable attorneys' fees and costs. Client represents and warrants that it is authorized to use the designated Payment Method. Client agrees to pay for all charges (including charges by other persons) and to comply with its responsibilities and obligations as stated in this Agreement. Client represents and warrants that it is duly authorized to legally bind its users with respect to all terms and conditions of this Agreement and the Client has made all its users aware of them.

E. Default. If INCIDENTAPPS does not receive payment from Client's Payment Method Provider, Client will be in default under this Agreement. Client agrees to pay all amounts due on its Billing Account upon demand and INCIDENTAPPS may suspend or cancel Client's Billing Account and its (and its users) access to the Services and Applications. If Client's Payment Method Provider seeks return of payments previously made to INCIDENTAPPS, but INCIDENTAPPS in good faith believes that Client is liable for the charge and applicable law allows the Payment Method Provider to seek payment from Client, Client will also be in default and INCIDENTAPPS may cancel Client's Billing Account and its (and its users) access to any or all Services and Applications. CANCELLATION OR SUSPENSION FOR DEFAULT MAY BE MADE WITHOUT PRIOR NOTICE TO CLIENT AND UPON SUCH CANCELLATION OR SUSPENSION, INCIDENTAPPS MAY STOP DELIVERY OF ANY SERVICES OR ACCESS TO ANY APPLICATION, AND ANY INFORMATION CLIENT HAS STORED VIA THE ASP SERVICES MAY NOT BE RETRIEVED AT A LATER DATE.

Schedule D

End User Terms of Service Agreement

NOTICE TO END USER
THIS IS A CONTRACT. BY ACCESSING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY TAPPING THE 'YES, I ACCEPT THE END USER LICENSE AGREEMENT' BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES OR APPLICATIONS, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND ANY ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME BY INCIDENTAPPS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE 'YES, I ACCEPT THE END USER LICENSE AGREEMENT' BUTTON AND INCIDENTAPPS WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE APPLICATIONS.

1. License to Access the Services

Subject to the terms and conditions herein, Tactical Command Apps, Inc. a Colorado corporation d/b/a Incident App Solutions, Inc. ("INCIDENTAPPS") hereby grants to you (the "End User") a nonexclusive and non-transferable license to electronic access to the Software via a digital information processing, transmission and storage system ("Server") maintained by or on behalf of INCIDENTAPPS (the "Services"). INCIDENTAPPS shall attempt to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. Client agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which INCIDENTAPPS may undertake from time to time; or (iii) causes beyond the control of INCIDENTAPPS or which are not reasonably foreseeable by INCIDENTAPPS, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to End User's Internet Service Provider, hostile network attacks, network congestion or other failures. End User agrees that INCIDENTAPPS has no control over the stability and throughput speed of the Internet or the availability of Services on a continuous or uninterrupted basis. End User shall be solely responsible for providing, maintaining and ensuring compatibility with the Applications and Services, including securing Internet access connections.

2. Restrictions

Except as expressly authorized herein, End User shall not: (i) copy the Software; (ii) permit any third parties to use the Software; (iii) cause, aid or permit reverse compilation or reverse assembly of all or any portion of the Software; (iv) modify, alter, or create derivative works based upon the Software; (v) distribute, disclose, publish, market, sell, rent, lease, transfer, sublicense or assign to any third party any portion of the Software; (vi) process or permit to be processed the data of any other party; or (vii) use the Software in the operation of a service bureau. End User further agrees that the Software will be used only by End User.

3. Ownership

INCIDENTAPPS and its applicable licensors shall retain (i) all rights, title and interest in and to the Software (in object and source code forms) copies thereof and related materials, (ii) all right, title, interest and goodwill associated with INCIDENTAPPS'S service marks, trademarks, trade names or any other designations, and (iii) all copyrights, patent rights, trade secret rights and all other intellectual property and proprietary rights in the Software.

4. Protection and Security

Security. End User is solely responsible for the security, confidentiality and integrity of all messages and content End User transmits through or stores on, through or via the Software. End User is solely responsible for any authorized or unauthorized access to the Software. End User agrees to comply with all laws and regulations applicable to the gathering, processing, storing, transmitting and dissemination of business or personal information. End User will take all reasonable steps to protect the Software and other INCIDENTAPPS materials from any use, reproduction, publication, disclosure or distribution that is not specifically authorized by this Agreement.

5. Services Terms and Limitations

a. Storage and Security; Password. At all times, End User shall bear full risk of loss and damage to all content of End User. End User shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to End User content; (ii) maintain independent archival and backup copies of all Client Content as Client deems necessary; (iii) ensure the security, confidentiality and integrity of all content transmitted through or stored on the Server; and (iv) ensure the confidentiality of End User's password and/or member account or user name. INCIDENTAPPS shall have no liability to End User or any other person for loss, damage or destruction of any End User content.

b. Acceptable Use Policy. End User is solely responsible for all acts, omissions and use hereunder in connection with any End User content displayed, linked, transmitted through or stored on the Server or Services. End User agrees not to engage in any unacceptable use of the Software or any Services, including, without limitation any direct or indirect: (i) dissemination or transmission of unsolicited messages, chain letters or unsolicited commercial email; (ii) dissemination or transmission of any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) dissemination or transmission of any files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right or other rights of any person; (iv) creation of a false identity or other attempt to mislead any person as to the identity, source or origin of any communication or any act in violation of consumer laws, protections and regulations; (v) export, re-export or downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (vi) interference, disruption or attempt to gain unauthorized access to any computer system, server, network or account for which End User does not have authorization to access or at a level exceeding End User's authorization; (vii) dissemination or transmission of any virus, trojan horse or other malicious, harmful or disabling data, work, code or program; or (viii) engagement in any other activity deemed by INCIDENTAPPS to be in conflict with the spirit or intent of this Agreement or any INCIDENTAPPS policy.

6. Disclaimer of Warranty.

THE SOFTWARE, SERVICES AND/OR ANY INCIDENTAPPS MATERIALS ARE PROVIDED ON AN "AS IS" BASIS, AND END USER'S USE OF THE SAME IS AT END USER'S OWN RISK. INCIDENTAPPS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. INCIDENTAPPS DOES NOT WARRANT THAT THE SOFTWARE, SERVICES AND/OR ANY INCIDENTAPPS MATERIALS WILL MEET THE REQUIREMENTS OF END USER OR THAT THEY WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. INCIDENTAPPS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM INCIDENTAPPS'S SERVER, NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT END USER'S AND/OR INCIDENTAPPS'S CONNECTIONS TO THE INTERNET. ANY WARRANTY FOR THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE IS LIMITED SOLELY TO SUCH THIRD PARTY MANUFACTURERS' PROVIDED WARRANTIES.

7. Limitation of Liability

IN NO EVENT SHALL INCIDENTAPPS BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURIES FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF INCIDENTAPPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END USER'S SOLE REMEDY UNDER THIS AGREEMENT IS TO CEASE USING THE SOFTWARE. END USER AGREES THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8. Termination

This Agreement and End User's rights hereunder shall immediately terminate if End User fails to comply with any provision contained herein. INCIDENTAPPS may terminate this Agreement, at INCIDENTAPPS'S option, at any time for any reason without further notice to End User.

9. Assignment

End User may not assign its rights and obligations hereunder without the prior written consent of INCIDENTAPPS.

10. Entire Agreement

This Agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both parties. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

11. Governing Law

This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Colorado without regard to conflicts of law principles.