2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Customer's compliance with the provisions of this Agreement. Any such audit shall be made at Spatialest's expense and shall occur during the Customer's normal business hours. Spatialest shall notify Customer, in writing, ten (10) business days prior to such audit. Such audit shall not unreasonably interfere with Customer's business operations and Customer agrees to cooperate with Spatialest in any such audit. 8.4 Work Product. Except as otherwise set forth on an SOW or Sales Order, Customer will have a non - exclusive, non - transferable (except as set forth in Section 10.2) license to use any Work Product developed by Spatialest in the performance of the Services and delivered to Customer, upon Customer's payment in full of all amounts due hereunder, solely for Customer's internal use in connection with the Hosted Service. Spatialest retains ownership of all information, software and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all Work Product compiled or developed by Spatialest in the performance of this Agreement. 8.5 Export; Government Restricted Rights. Customer acknowledges that the export of any Software is subject to export or import control and Customer agrees that any Software or the direct or indirect product thereof will not be exported (or re- exported from a country of installation) directly or indirectly, unless Customer obtains all necessary licenses from the U.S. Department of Commerce or other agency as required by law. The Software and the Documentation have been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediate buyers will obtain only those rights specified in Spatialest's standard commercial license. Thus, the Software referenced herein, and the Documentation provided by Spatialest hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227 -19 (June 1987) or DFARS 227.7202 -3(a) (Jan. 1, 2000) or successor regulations 9. INDEMNIFICATION 9.1 Spatialest Indemnification. Subject to Section 9.2 below, Spatialest will indemnify, defend and hold Customer harmless from and against any and all Losses incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer alleging that the use of the Software or Work Product as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Software or Work Product in violation of this Agreement or applicable law, (b) use of the Software or Work Product after Spatialest notifies Customer to discontinue use because of an infringement claim, (c) modifications to the Software or Work Product made other than by Spatialest (where the claim would not have arisen but for such modification), (d) the combination, operation, or use of the Software or Work Product with materials which were not provided by Spatialest, to the extent that Customer's liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by Spatialest with Customer's custom requirements or specifications if and to the extent such compliance with Customer's custom requirements or specifications resulted in the infringement. If the Software or Work Product are held to infringe, Spatialest will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect Customer against such claim without cost to Customer; (b) to replace the Software or Work Product with non - infringing Software or Work Product; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement or the applicable Sales Order or SOW and refund to the Customer any licensee