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DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E
<br /> MASTER SUBSCRIPTION AND LICENSE AGREEMENT
<br /> 9/29/2017
<br /> This Master Subscription and License Agreement(the"Agreement")is entered into as of ("Effective Date"),
<br /> by and between ESO Solutions,Inc.,a Texas corporation having its principal place of business at 9020 North Capital of Texas Highway,
<br /> Building 11-300,Austin,TX 78759("ESO")and Orange County Emergency Services("Customer")having its principal place of business at 510
<br /> Meadowland Drive,Hillsborough,NC 27278.This Agreement consists of the General Terms&Conditions below and any Addenda(as defined
<br /> below)executed by the parties,including any attachments to such Addenda.
<br /> The parties have agreed that ESO will provide Customer with certain technology products and/or services and that Customer will pay
<br /> to ESO certain fees.Therefore,in consideration of the covenants,agreements and promises set forth below,and for other good and valuable
<br /> consideration,the receipt and sufficiency of which is hereby acknowledged,the parties,intending to be legally bound,hereby agree as set forth in
<br /> the pages that follow.
<br /> GENERAL TERMS AND CONDITIONS
<br /> 1. DEFINITIONS.Capitalized terms not otherwise defined in this 1.11. `Protected Health Information"or"PHI"shall have the
<br /> Agreement shall have the meanings below: meaning set forth in HIPAA.All references herein to PHI
<br /> shall be construed to include electronic PHI,or ePHI,as
<br /> 1.1. "Add-On Software"means any complementary software that term is defined by HIPAA.
<br /> components or reporting service(s)that ESO makes
<br /> available to customer through its Licensed Software, 1.12. "Reporting Services"means collectively the different
<br /> Tnteroperability Software or SaaS. programs or tools ESO provides for Customer to generate
<br /> compilations of data,including but not limited to ad-hoc
<br /> 1.2. "Addendum"or"Addenda'means a writing addressing an reports,analytics,benchmarking or any other reporting tool
<br /> order of a specific set of products or services executed by provided through the Software.
<br /> authorized representatives of each party.An Addendum
<br /> may be(a)a Software Schedule(see Exhibit Al—A4),(b)a 1.13. "SaaS"means software-as-a-service that ESO hosts
<br /> Statement of Work,or(c)another writing the parties intend (directly or indirectly)for Customer's use.For the
<br /> to be incorporated by reference into this Agreement. avoidance of doubt,SaaS does not include Licensed
<br /> Software,but does include Add-on Software and
<br /> 1.3. "Customer Data"means data in electronic form managed or Interoperability Software.
<br /> stored by ESO,which is entered into or transmitted through
<br /> the Software. 1.14. "Software"means any computer program,programming or
<br /> modules specified in each Software Schedule or SOW.For
<br /> 1.4. "Deliverable"means software,report,or other work product the avoidance of doubt,Add-on Software,SaaS;
<br /> created pursuant to a Statement of Work. Interoperability Software;and Licensed Software shall
<br /> collectively be referred to as Software.
<br /> 1.5. `Documentation"means user guides,operating manuals,
<br /> and specifications regarding the Software covered by this 1.15. "Software Schedule"refers to an Addendum in which
<br /> Agreement. Customer has ordered either Add-on Software,Licensed
<br /> Software,Interoperability Software or SaaS,collectively
<br /> Software.See Exhibits Al—A4.
<br /> 1.6. "Feedback"refers to any suggestion or idea for improving
<br /> or otherwise modifying ESO's products or services.
<br /> 1.16. "Statement of Work"or`SOW"refers to an Addendum in
<br /> which Customer has ordered Professional Services or a
<br /> 1.7. "Intellectual Property"means trade secrets,copyrightable Deliverable from ESO.
<br /> subject matter,patents,and patent applications and other
<br /> proprietary information,activities,and any ideas,concepts,
<br /> innovations,inventions and designs. 1.17. "Support Services"means those services described in
<br /> Exhibit B.
<br /> 1.8. "Interoperability Software"means software-as-a-service
<br /> that ESO hosts(directly or indirectly)for Customer to 1.18. "User"means any individual who uses the Software on
<br /> exchange healthcare data with others.Some of ESO's Customer's behalf or through Customer's account or
<br /> Reporting Services may be made available to Customer via passwords,whether authorized or not.
<br /> the Interoperability Software.For the avoidance of doubt,
<br /> lnteroperability Software does not include Add-on
<br /> Software,Licensed Software or SaaS.
<br /> 2. SOFTWARE SCHEDULES.During the Term of this
<br /> 1.9. "Licensed Software"means on premise software that ESO Agreement,Customer may order Software from ESO by signing
<br /> provides to Customer for its reproduction and use.For the a Software Schedule. Customer's license to Licensed Software
<br /> avoidance of doubt,Licensed Software does not include and its subscription to SaaS are set forth below.Each such
<br /> Add-on Software,Interoperability Software or SaaS. Software Schedule,Exhibits A-1,A-2,A-3,and A-4,are
<br /> incorporated herein by reference.
<br /> 1.10. "Professional Services"means professional services that a
<br /> Statement of Work calls on ESO to provide. 3. LICENSE/SUBSCRIPTION TO SOFTWARE
<br /> ESO—MSLA v.20170519
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