2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 acknowledge that for small Professional Services engagements, the Sales Order may serve as the SOW. The initial SOW entered into by the parties is attached hereto as Exhibit B as appropriate and does need signed. 1.10 Users mean individuals who are authorized by Customer to use the Services. Users consist of any employee of Customer or its Affiliates and any independent contractor of Customer or its Affiliates. 1.11 Work Product means any work product, deliverables, programs, interfaces, modifications, configurations, reports, analyses or documentation developed by Spatialest on behalf of Customer and delivered to Customer in the performance of Professional Services. 2. SERVICES/ LICENSES 2.1 Services. Spatialest shall provide Customer with the specific Services and /or Software specified on a Sales Order or SOW, as the case may be. Any conflict between the terms and conditions set forth in this Agreement and any Sales Order or SOW shall be resolved in favor of this Agreement unless such Sales Order or SOW expressly references the conflicting provision in this Agreement that it is intended to control and states that it is to control. The initial Sales Order entered into by the Parties is attached hereto as Exhibit A and such initial Sales Order need not be separately signed by the Parties. 2.2 License. Subject to the terms and conditions of this Agreement, upon the execution of a Sales Order by Spatialest and Customer, Spatialest grants to Customer a non - exclusive, non - transferable, term license to install, execute and use the Software, in object code form only, as well as the accompanying Documentation, solely for Customer's internal use, and solely in connection with the number of licenses licensed by Customer (as reflected on the Sales Order). Customer shall only install the Software at the site(s) set forth on the Sales Order (the 'Sites "). The preceding sentence does not, however, restrict the ability of Users to access the Software over the internet from any site outside the Sites. The foregoing license is subject to the other terms set forth in this Agreement, any additional terms set forth in the applicable Sales Order, and payment of all applicable license fees. Notwithstanding the foregoing, Customer shall only use the Software and Documentation during the specified term set forth on the Sales Order (the "License Term'. 2.3 Copies. Customer may make up to two (2) copies of the Software and Documentation solely for Customer's internal back -up and archival purposes only, provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings as originally delivered by Spatialest. 2.4 Delivery. Spatialest shall deliver one (1) copy of the ordered Software and Documentation within ten (10) days after its execution of the applicable Sales Order or on such other date as may be specified in the applicable Sales Order. Delivery shall be deemed to have been made upon (i) transfer of the Software and Documentation by Spatialest to its shipping agent or (ii) receipt of electronic confirmation by Spatialest that the electronic mail to Customer containing the instructions for downloading the Software and Documentation from an FTP site has been sent. 3. FEES; PAYMENT TERMS 3.1 License Fees. In consideration of the licenses granted by Spatialest under this Agreement, Customer agrees to pay Spatialest all license fees set forth on a Sales Order ( "License Fees'. Customer agrees that notwithstanding any other provision of this Agreement, License Fees are fully earned by Spatialest upon delivery of the Software to a designated User, and such License Fees are due and payable by Customer without any further performance by Spatialest. Spatialest is expressly authorized by Customer to deliver the Software and invoice for the Software listed in accordance with the Sales