2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 fees paid for the Software or Work Product (as depreciated over a five year straight line basis) and any prepaid unused Maintenance Services fees. The rights and remedies granted Customer under this Section 9.1 state Spatialest's entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise. 9.2 Indemnification Procedure. The indemnified party shall (i) promptly notify Spatialest in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove Spatialest's obligation except to the extent it is prejudiced thereby, and (ii) allow Spatialest to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that Spatialest shall not settle any claim without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide Spatialest with reasonable cooperation and assistance in defending such claim (at Spatialest's cost). 10. MAINTENANCE SERVICES 10.1 Maintenance Generally. Customer may purchase Maintenance Services for the Software for so long as Spatialest continues to maintain such Software generally, in accordance with Spatialest's then current maintenance and support policies as described below. Spatialest's Maintenance Services are provided only for the standard version of the Software made generally available by Spatialest and do not apply to any custom software deliverables that may be provided by Spatialest to Customer as part of Professional Services. 10.2 Telephone Support. Spatialest technical support offers the Customer a single point of contact for all product support questions. The Customer will call the technical support hotline and the call coordinator will work to address Customer issues. Support is provided for the then current and one prior Upgrade of the Software. Customer shall at all times maintain two (2) appropriately qualified persons as its designated support representatives and keep Spatialest informed of their identities. Support calls to Spatialest shall be routed through such representatives. 10.3 Maintenance. Updates and Upgrades are available to purchasers of Maintenance Services who are paid up on Maintenance Services fees, upon a request of such Customer. Spatialest reserves the right to address defects in the next release of a product. Spatialest will not be responsible to provide service or support when the problem is the result of faulty hardware or software that (i) Spatialest did not provide or (ii) Spatialest has not contracted with Customer to support under this agreement. Spatialest reserves the right to bill Customer for such non - supported service at Spatialest's standard time and material charges for services that fulfill this criteria. Maintenance services are not on -site services. If Customer needs or desires on -site maintenance services, such services are available at Spatialest's standard time and material charges. For purposes of the foregoing, "Updates" mean interim releases of the Software incorporating standard maintenance, improvements, patches, error corrections and enhancements that are provided by Spatialest to customers who subscribe to Spatialest's Maintenance Program. Updates are designated by all digit(s) to the right of the decimal point (e.g., 3.x.x), and the content and timing of all Updates shall be decided upon by Spatialest in its sole discretion and "Upgrades" mean full product releases of the Software, which contain substantial functional enhancements. Upgrades are also provided by Spatialest to customers who subscribe to Spatialest's Maintenance Program. Upgrades are designated by the digit to the left of the decimal point (e.g., x.0), and the content and timing of all Upgrades shall be decided by Spatialest in its sole discretion.