2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 7. TERM 7.1 Term. This Agreement will commence on the Effective Date asset forth above and will continue in effect until otherwise terminated in accordance with Section 7.2 below. The term of each Sales Order shall be set forth on the Sales Order. 7.2 Termination. Notwithstanding the foregoing, either Party may terminate this Agreement or any Sales Order or SOW (i) immediately in the event of a material breach of this Agreement or any such Sales Order or SOW by the other Party that is not cured within thirty (30) days of written notice thereof from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of a Sales Order or SOW shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Sales Orders and SOWS. Either Party may also terminate this Agreement upon no less than thirty (30) days' prior written notice to the other Party for any reason, if at such time there are no outstanding Sales Orders or SOWs then currently in effect. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Sales Order and SOW. 7.3 Effect of Termination. Upon any termination or expiration of this Agreement or any applicable Sales Order or SOW, Spatialest shall no longer provide the applicable Services to Customer and Customer shall cease and cause its Users to cease using the Services and the Software. Except as expressly provided herein, termination of this Agreement by either Party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such Party. Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party in its possession. 8. OWNERSHIP; RESTRICTIONS 8.1 Software. Ownership of the Software, any related Documentation, copies, modifications and derivatives of the Software or Documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Spatialest and /or its licensors. Spatialest reserves all rights not expressly granted by it to Customer under this Agreement. There are no implied rights. 8.2 Restrictions. Customer shall not and shall not allow any third party to decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software or any portion thereof, or otherwise derive its source code; (ii) modify, translate, or create derivative works of the Software or Documentation; (iii) sell, lease, license, sublicense, copy (except as permitted in Section 1.2 above), market or distribute the Software or Documentation; or (iv) use the Software for any timesharing, service bureau, subscription, rental or similar uses without the express prior written consent of Spatialest in each instance or use the Software on behalf of any third party. Customer shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software. Unless otherwise expressly set forth on a Sales Order, the Software may only be accessed and used by Customer and its Users; provided, however, that Customer shall take appropriate action, by instruction or agreement, to ensure that the Software is being used by such Users in accordance with the terms and conditions of this Agreement. Customer shall be liable for any breach of this Agreement by any of its Users. 8.3 Audit. Spatialest may, upon written notification to Customer, perform an audit, not more than once per twelve (12) month period, of Customer's use of the Software and Documentation and