2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Order upon execution of such Sales Order by the Parties. All licenses granted with respect to any Software and Documentation shall immediately expire on the last day of the License Term. 3.2 Maintenance and Support Fees. For each Maintenance Period, Customer agrees to pay to Spatialest the Maintenance Services fee set forth on a Sales Order ( "Maintenance Fee "). The Maintenance Fee for the initial Maintenance Period shall be the applicable amount set forth on a Sales Order. The Maintenance Fee for each subsequent Maintenance Period shall be equal to Spatialest's then - current Maintenance Fee for the Software. The Maintenance Fee for each such Maintenance Period, except as otherwise specifically set forth on a Sales Order, shall be payable on the later of (i) the commencement date of such Maintenance Period, or (ii) the thirtieth (30th) day following Customer's receipt of Spatialest's invoice for such Maintenance Fee. 3.3 Additional Hardware and Software. Customer is responsible for the purchase or licensing of all additional equipment and software necessary to install and operate properly the Software as detailed in the then - current Documentation. Future versions of the Software and new Spatialest products may require additional equipment and /or software, as well as updated versions of the additional equipment and software. Purchase or licensing of these items, if required, shall be solely the responsibility of Customer. Customer acknowledges that certain third party hardware and software products ( "Third Party Products ") are provided by Spatialest as a 'pass through" to Customer, and such Third Party Products are covered by a warranty offered by the third party hardware or software vendor, not Spatialest. Any such Third Party Products shall be identified as such on the Sales Order. Customer acknowledges and agrees that Spatialest makes no warranty of any kind with respect to such Third Party Products, and agrees to look solely to the applicable vendor for warranty support for such Third Party Products. 3.4 Payment Terms. Customer agrees to pay Spatialest for the Software and Services provided and expenses incurred on the basis and at the rates specified in each Sales Order or SOW, as the case may be. Unless otherwise set forth on the Sales Order or SOW, payment shall be due within thirty (30) days after the date of Spatialest's invoice and shall be made in US Dollars. Customer agrees to pay a late charge of one percent (1 %) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts, not subject to a good faith dispute, and not paid when due. In addition to paying the applicable fees, Customer shall also pay all pre- approved reasonable travel and out -of- pocket expenses incurred by Spatialest in connection with any Services rendered. 3.5 Taxes. Customer shall be solely and exclusively responsible for the payment of required federal, state and local taxes arising from or relating to the Software and Services rendered hereunder, except for taxes related to the net income of Spatialest and any taxes or obligations imposed upon Spatialest under federal, state and local wage laws. 4. CONFIDENTIALITY 4.1 Confidential Information. During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential ('Confidential Information "). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party's business and the industry in which it operates, is of a confidential or proprietary nature. For the sake of clarity, the Software is the Confidential Information of Spatialest. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively "Representatives ") who have