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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 <br />SPATIALEST <br />LICENSE AND SERVICES AGREEMENT <br />This License and Services Agreement (the "Agreement "), effective the 31St day of March 2018 (the <br />'Effective Date "), is made by and between Spatialest Inc. with its principal place of business at 101 <br />N.Woodland Ave, DeLand, FL 32720 ( "Spatialest "), and Orange County Tax Administration, a <br />government organization with a principal place of business at 228 S.Churton Street, Hillsborough, <br />NC, 27278 ( "Customer "). Spatialest and Customer shall herein be referred to each as a "Party" and <br />collectively as the "Parties ". In consideration of the mutual promises and covenants contained in <br />this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, the Parties agree as follows: <br />1. DEFINITIONS <br />1.1 Affiliates means any corporation, partnership or other entity now existing or hereafter organized <br />that directly or indirectly controls, is controlled by or under common control with a Party. For purposes <br />of this definition "control" means the direct possession of a majority of the outstanding voting securities <br />of an entity <br />1.2 Documentation means the documentation for the Software generally supplied by Spatialest to <br />assist its Customers in the use of the Software or Hosted Service, including user and system <br />administrator guides and manuals and other written materials, including the software functional <br />specifications <br />1.3 Losses means all claims, actions, proceedings, damages, losses, liabilities and expenses, including <br />reasonable attorney fees. <br />1.4 Maintenance Services means Spatialest's maintenance and support services for the Software. <br />1.5 Professional Services means those development, set -up, integration, configuration, consulting <br />and /or training services, if and as specified on a Sales Order and /or on an SOW to be provided by <br />Spatialest. <br />1.6 Sales Order means each Spatialest ordering document signed by duly authorized representatives <br />of both Parties which references this Agreement, identifies the specific Software or Services ordered by <br />Customer from Spatialest, sets forth the prices for such Software and Services and contains other <br />applicable terms and conditions. The initial Sales Order entered into by the Parties is attached hereto as <br />Exhibit A and does need signed. <br />1.7 Services means the Maintenance Services and any Professional Services provided by Spatialest <br />pursuant to this Agreement. <br />1.8 Software means the software products provided by Spatialest to Customer and which are listed <br />on a Sales Order and all updates, enhancements, bug fixes and new releases thereto that Spatialest <br />makes available to Customer hereunder. <br />1.9 SOW means a Statement of Work referencing this Agreement signed by duly authorized <br />representatives of both Parties from time to time that sets forth Professional Services to be provided by <br />Spatialest and certain other terms related thereto that are agreed between the Parties. The Parties <br />