Software as a Service Subscription Agreement
911 Tech, Inc.
This Software as a Service Subscription Agreement is dated as of _____________, 2026 and is made by and between 911 Tech, Inc. (“911 Tech”) and _____________________________________ (“Customer”).
1.1. “Agreement” means this Software as a Service Subscription Agreement.
1.2. “Customer” means the person or entity identified above as Customer. In the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity on behalf of which the individual is accepting this Agreement. If Customer is entering into this agreement on behalf of a government agency, company or other legal entity, the individual signing this agreement represents that he/she has the authority to bind such entity and its affiliates to these terms and conditions hereof.
1.3. “Customer Data” means all text, numerical data, database records, media files, demographic information, search history, geo-location information, or any other data that Users provide to 911 TECH or to which 911 TECH otherwise gains access as a direct result of the Services and all information or data uploaded, submitted, or otherwise provided by or on behalf of Customer in connection with the Service for the purposes of using the Service, and any resulting reports created through the Service using such information.
1.4. “Product” means collectively the Software and user manuals, technical documentation and all other information related to the Software, in printed or electronic form, that 911 TECH may provide to Customer with respect to the Software.
1.5. “Quote” means the initial quote for the Service which is attached hereto as Exhibit A and any subsequent quotes, agreed to between the parties in writing, including in online format, from time to time and made a part of this Agreement, specifying, among other things, the services, fees, and other additional terms as agreed to between the parties.
1.6. “Software” means the 911 TECH’s proprietary software application or applications and any third-party or other software that 911 TECH provides remote access to and use of as part of the Service, including all Updates thereto made during the term of this Agreement.
1.7. “Service” means the mobile and online software service as made available to Customer at https://app.911tech.com by means of the internet or through other electronic means, as further set forth in any Quote which provides online access to the 911 Tech Public Safety Software.
1.8. “Source Code” means human readable source code of the 911 TECH software to which it relates, in the programming language in which the software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, Updates, adaptations, enhancements, new versions and other derivative works and improvements of.
1.9. “Updates” mean improvements, modifications, alterations, revisions, extensions, and/or enhancements.
1.10.“User” means a Customer’s employee, representative, consultant, contractor or agent who is authorized to use the Service and has been supplied user identifications and passwords by Customer (or by 911 TECH at Customer’s request).
2. 911 TECH SERVICE. 911 TECH shall provide access to the Products, Software, Updates and Services detailed in 911 TECH’s Quote for Services on an annual subscription basis in exchange for the Fees and other agreements set forth herein.
3. CUSTOMER SUPPORT. During the Agreement 911 TECH will provide the following standard customer support:
3.1. Web Support. During the Agreement 911 TECH will acknowledge within one business day any support ticket and commence support as required under such support tickets within a reasonable time.
3.2. Any reproducible failure of the Services that prevents Customer from using the Services for its intended purpose where no reasonable workaround is available is designated as a “Critical Error”. Reasonable efforts will be made to correct any Critical Error within three (3) business days of notice thereof. 911 TECH will use commercially reasonable efforts to correct any reproducible failure that is not a Critical Error, in a subsequent version or release of the Services.
3.3. First 30 days of service. During the first 30 days, Customer will be provided with a phone number to call or text to obtain support for immediate concerns. After the first 30 days, standard Web Support should be used.
4. TRAINING. System Administrator Training is generally a train-the-trainer process. If requested, 911 TECH can provide the Customer a one-time 30-minute System Administrator webinar to explain the back-end settings of the Service.
4.1. End User training is provided through an online academy. End Users login and watch academy videos that teach end users on how to use the system.
4.2. If requested, 911 TECH may provide end-user training via webinar. $1000 per 2-hour webinar.
5. CUSTOMER RESPONSIBILITIES. Customer is responsible for all activities that occur under Customer’s User accounts and for Users’ compliance with the terms of this Agreement. Customer shall: (a) upload, submit and otherwise provide 911 TECH the Customer Data to the extent reasonably necessary for 911 TECH to perform the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and any reports created therefrom; (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify 911 TECH promptly of any such unauthorized use; (d) not interfere with or disrupt the integrity or performance of the Service or the data contained therein or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (e) ensure that Users only use or access the Service and/or the Product in compliance with the terms and conditions of this Agreement and be solely responsible for any breach or violation thereof by any User; (f) comply with all applicable local, state, federal and foreign laws in using the Service. The subscription may not be reduced. The Customer agrees to notify 911 TECH if their allocated and/or sworn personnel count increases and may add additional allocated and/or sworn personnel at an agreed upon rate. Customer and its Users shall agree to keep a secure password for his or her use of the Service, and each User shall keep his or her password confidential at all times. Customer is responsible to assure Users do not abuse the Services or Software. Any abuse by Users, including but not limited to attempting to access areas of the Software Users are not authorized to visit or view, attempts to inject code or modify URL strings to gain access to data not contained in system generated URL strings, or without authorization intentionally modifying, deleting or accessing data, is grounds for termination of services and Customer will be responsible for cost to recover any lost data Customer requests to be recovered.
6. PROPRIETARY RIGHTS. 911 TECH hereby grants to Customer a limited, worldwide non-exclusive, non-transferable, non-sublicensable right to use the Product solely for Customer’s own internal training purposes. All rights not expressly granted to Customer are reserved by 911 TECH. 911 TECH shall be under no obligation to provide upgrades or enhancements to the Software. Except for use in training Customer’s employees, images, screenshots and videos of the Service may not be used without the express written authorization of 911 TECH. Customer shall not reproduce any portion of the Product or Service without 911 TECH’s written consent. Customer retains full right and title to the Customer Data. 911 TECH may access Customer Data to respond to service or technical problems. 911 TECH may use the Customer Data, solely in aggregate and anonymous format, for other business and commercial purposes, including statistical analysis with respect to Customer usage and traffic patterns, provided that such information does not include Customer or personally identifiable information. Customer shall not use the Product except as expressly authorized in this Agreement. 911 TECH hereby retains all right, title and interest in and to the Service and the Products. Other than the explicit rights granted herein, nothing in this Agreement shall be construed or interpreted as granting to Customer any rights or licenses, including any rights of ownership or any other proprietary rights in or to the Product and any portion thereof, or any other software or technology of 911 TECH or its suppliers and any intellectual property rights embodied therein. Customer acknowledges 911 TECH’s ownership of and proprietary rights in and to the Product and that Customer shall not acquire any ownership of or proprietary right in or to the Product. The Product (and all Updates thereto) is protected by the copyright laws of the United States and international copyright treaties. Customer shall not acquire any rights to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the operation of the Service. Customer shall not, and shall not instruct, permit, allow or induce agents or others to (a) sell, resell, lease, license, sublicense, copy, market or distribute, directly or indirectly, the Service or the Product except as explicitly permitted hereunder, (b) modify, port, translate, or create derivative works of the Product, in whole or in part, except as may be explicitly permitted hereunder, (c) reverse engineer, decompile, or disassemble the Product, in whole or in part, or its techniques, or assist third parties in these activities, (d) release or otherwise provide access, directly or indirectly, to any third party to the Service or the Product, (e) remove or alter any copyright notices on the Service or the Product, or (f) create a product that provides similar services to those of the Product. 911 TECH reserves the right, with reasonable notice to Customer, to audit Customer’s compliance with the terms of this Agreement.
7. FEES. Services are provided on an annual subscription basis in accordance with the Quote. Upon approval of the initial Quote, 911 TECH shall issue an invoice to Customer for the annual subscription fees. Illinois-based Customers shall pay the fees in compliance with the Illinois Local Government Prompt Payment Act (50 ILCS 505.1) as amended. For Customers outside of Illinois, the Customer must approve or disapprove each invoice within 30 days after the receipt or within 30 days after the date on which the goods or services were received, whichever is later. Written notice shall be mailed to 911 TECH immediately if a bill is disapproved. Any invoice approved for payment shall be paid within 30 days after the date of approval. If payment is not made within such 30-day period, an interest penalty of 1% of any amount approved and unpaid shall be added for each month or fraction thereof after the expiration of such 30 day period, until final payment is made. If the Customer fails to approve or disapprove an invoice within the period provided, the invoice shall be deemed to be approved and the penalty for late payment of that bill shall be computed from the date 60 days after the receipt of that bill or the date 60 days after the goods or services are received, whichever is later. All fees are quoted in United States Dollars and are non-refundable. Customer is responsible for payment of all taxes, excluding taxes based on 911 TECH’s income. If 911 TECH has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides 911 TECH with a valid tax exemption certificate authorized by the appropriate taxing authority.
8. CONFIDENTIALITY. As used herein, “Confidential Information” means all information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is confidential or proprietary to the Disclosing Party. Confidential Information includes, without limitation, the terms and conditions of this Agreement including pricing, Customer Data, Source Code, the Products, the Service, business and marketing plans, technology and technical information, product designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information shall not include any information that (a) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party, (b) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party, or (c) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission, or as required by law. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose the terms and conditions of this Agreement to (a) those employees, contractors and Users of the Receiving Party who have a need to know and are bound by confidentiality and nondisclosure terms that are no less protective than the terms in this Agreement or (b) a party’s attorneys, accountants, bankers, or other professional advisors in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets which does not involve a direct competitor of the other party, or to the acquirer in such event pursuant to a confidentiality agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5.5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. Any Freedom of Information Request (FOIA) received by 911 TECH will be forwarded to Customer. Confidential Data may be released by 911 TECH in response to a FOIA with your written approval or otherwise as ordered a court or administrative agency.
9. INSURANCE. 911 TECH shall at all times during the term of this Agreement maintain insurance levels equal to or better than the following: (i) commercial general liability on an occurrence basis with at least $1,000,000 coverage per occurrence and $2,000,000 aggregate coverage; (ii) workers compensation insurance as mandated by applicable state law; and (iii) technology professional liability insurance with at least $2,000,000 coverage per occurrence and $2,000,000 aggregate coverage including at least $250,000 in coverage per claim for privacy breach claims.
10. SUSPENSION OF SERVICES BY 911 TECH. 911 TECH reserves the right to suspend Services to Customer or any Authorized User or to remove or disable any Customer Data (“Suspension”), which 911 TECH reasonably and in good faith believes is in violation of this Agreement or any applicable laws or regulations or in order to comply with any court order or other governmental request or order. For each Suspension, 911 TECH will: (i) provide Customer with reasonable advance notice of any such Suspension before its implementation to allow Customer to establish a legal or other defense, unless immediate Suspension is necessary to comply with legal regulation, process or order, or to prevent imminent harm to the Services or any third party, in such case 911 TECH will notify Customer to the extent allowed by applicable law of such Suspension, as soon as reasonably practicable thereafter; and (2) provide Customer with complete documentation regarding the Suspension. If a Suspension event occurs, 911 TECH will promptly restore use of the Services to Customer as soon as the event giving rise to the Suspension has been resolved or Customer provides evidence indicating Customer is not in breach of the Agreement or not causing harm to the Services.
11. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that it has the power and authority to enter into this Agreement. 911 TECH warrants that it will provide the Service in a manner consistent with generally accepted industry standards. 911 TECH HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICE AND THE PRODUCT, INCLUDING BUT NOT LIMITED TO ALL GUARANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 911 TECH DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OR USE OF THE SERVICE WILL ALWAYS BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY 911 TECH, THE SERVICE AND THE PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. NOTWITHSTANDING THE FOREGOING, 911 TECH DOES NOT EXCLUDE LIABILITY TO THE EXTENT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW UNDER THE JURISDICTION IN WHICH THE CUSTOMER IS LOCATED, DOING BUSINESS OR OTHERWISE BECOMES SUBJECT TO. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $100,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS AGREEMENT UNDER WHICH THE LIABILITY OF 911 TECH IS EXCLUDED OR LIMITED SHALL NOT APPLY TO THE EXTENT THAT SUCH EXCLUSIONS OR LIMITATIONS ARE DECLARED ILLEGAL OR VOID UNDER THE LAWS APPLICABLE IN THE JURISDICTION IN WHICH THE CUSTOMER IS LOCATED, DOING BUSINESS OR OTHERWISE BECOMES SUBJECT TO.
12. TERM AND TERMINATION. This Agreement commences upon acceptance and will remain effective until all User subscriptions granted have expired. Upon the expiration of the initial term, this Agreement will automatically renew for successive terms equal in length to the current term unless Customer notifies 911 TECH in writing at least thirty (30) days prior to the expiration of the current term that Customer does not wish to renew the Agreement. 911 TECH reserves the right to modify fees for access to portions or whole of any or all of the Services upon written notice to Customer. However, such fees shall not be charged until completion of subscription term and total cost of all fees shall not exceed 15% over previous rate for Services. Either party may terminate this Agreement: (a) upon thirty (30) days’ prior written notice of a material breach to the other party, provided such breach remains uncured at the expiration of the notice period; or (b) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Expiration or termination of this Agreement shall not relieve Customer of the obligation to pay any fees accrued or payable to 911 TECH prior to the effective date of termination. Upon termination of this Agreement for any reason, Customer shall export or otherwise remove all Customer Data within ninety (90) days of such termination, after which 911 TECH shall have the right to remove all Customer Data unless 911 TECH and Customer reach a subsequent written agreement regarding storage of Customer Data.
13. GOVERNING LAW; VENUE. This Agreement will be subject to and governed in all respects by the statutes and laws of the State of Illinois without regard to the conflicts of laws principles thereof. The state and federal courts located in Cook County, Illinois will have exclusive jurisdiction and venue over all disputes or controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue.
14. ENTIRE AGREEMENT. This Agreement, along with the Quote, constitutes the entire Agreement and understanding between the parties and integrates all prior discussions between them related to its subject matter. No modification of any of the terms of this Agreement will be valid unless in writing and signed by an authorized representative of each party.
15. ASSIGNMENT. Except as otherwise set forth herein, Customer shall not assign any part or all of this Agreement without 911 TECH’s prior written consent. 911 TECH may assign this Agreement to a subsidiary or successor-in-interest, or otherwise with notice to Customer. Subject to the foregoing, this Agreement will apply to and bind any successor or assigns of the parties hereto.
16. FORCE MAJEURE. Neither party will be responsible for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, pandemic, riot, acts of civil or military authorities, fire, earthquake, floods, severe weather or other natural disasters, epidemics, acts of terror, strikes or other labor problems, power failures, malicious acts of third parties against either party’s information technology systems or infrastructure, computer or telecommunications failure, governmental regulations imposed after the fact, or delays involving hardware or software not within 911 TECH’s reasonable control.
17. WAIVER. A waiver, expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions, covenants of duties set forth herein will not constitute or be construed as a waiver of any subsequent or other default.
18. HEADINGS. The headings to the Sections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.
19. SEVERABILITY. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions are determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof will not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof will be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
20. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a facsimile or electronically signed copy of this Agreement, including the signature pages hereto, shall be deemed to be an original.
Agreed on the first date written above. 911 TECH reserves the right to deny access to Services until this Agreement is executed. Notwithstanding the foregoing, Customer’s accessing and use of the Services shall be deemed acceptance of this Agreement regardless of whether this Agreement is executed by Customer.
911 TECH, INC. CUSTOMER:
By: Greg Glickauf By:
Its: President Its:
EXHIBIT A
Quote
Copyright 2026 911 Tech, Inc. | Terms | Privacy | Trust Center
4256 N Arlington Heights Rd Ste 105, Arlington Heights, IL 60004
