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 <br /> <br /> <br />ATTACHMENT A. GEOPLIANT LLC LICENSE AND SERVICE AGREEMENT <br /> <br />THIS LICENSE AND SERVICE AGREEMENT (“AGREEMENT”) BETWEEN GEOPLIANT LLC AND ORANGE <br />COUNTY NC GOVERNS YOUR PURCHASE AND USE OF OUR SERVICES. PLEASE READ THIS <br />AGREEMENT CAREFULLY. BY SIGNING THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS <br />AND CONDITIONS. <br /> <br />This Agreement is effective as of the date the Agreement is signed by both parties (the “Effective Date”). <br /> <br />1. DEFINITIONS <br />a) “Account” refers to the Service plans and features selected by You at the time of enrollment and <br />accepted by Us, as such plans and features may change by mutual consent of the parties. <br />b) “Erase” and “Erasure” refer to the destruction of data so that no copy of the data remains or can be <br />accessed or restored in any way. <br />c) “Licensed Software” is the cloud-based, Geopliant-hosted software, accessible from the Website by <br />Customer for access and use only in accordance with this Agreement. <br />d) “Materials” refers to written and graphical content provided by or through the Service, including, without <br />limitation, text, photographs, illustrations, and designs, whether provided by Us, another customer of <br />the Service, or any other third party. <br />e) “Project Data” refers to data in electronic form collected through the Services from Your customers or <br />other third parties, or collected or accessible directly from You. <br />f) “Service” refers to Our Crisis Track service. The Service includes such features as are set forth in the <br />quotation provided by Geopliant, LLC, attached as Attachment B to this Agreement (the “Quote”). <br />g) “Territory” shall be as defined in the Quote. <br />h) “User” refers to a person accessing the Service on your behalf including, without limitation, any <br />employee, sub-jurisdiction employee, or volunteer assigned by You to use the Service. <br />i) "We," "Us," "Our," or “Geopliant” refers to Geopliant, LLC. <br />j) “Website” refers to the content located at www.crisistrack.com <br />k) "You," "Your," or “Customer” means the legal entity identified above. <br />l) “Your Data” refers to data in electronic form uploaded by You, or input or collected through the Service <br />by or from You. <br />m) “User Guide” refers to the content located at www.crisistrack.com/ctc2/docs/ConsoleGuide.html <br />2. LICENSE GRANT. <br />Geopliant hereby grants to the Customer a non-exclusive, non-transferable, limited license to use the <br />Licensed Software in the Territory during the Term solely in accordance with the terms and conditions of <br />this Agreement. <br />3. SCOPE OF USE <br />a) Access. The Customer shall be permitted to access and use the Licensed Software for an unlimited <br />number of Users. Users may remotely access and use the Licensed Software from any desktop <br />computer. The Licensed Software may also be accessed through installation and use of Geopliant’s <br />mobile application, which is subject to additional terms of service. <br />b) Permitted Use. The Customer shall use the Licensed Software and Services solely for the purpose of <br />hosting data and in order to conduct damage assessments, disaster recovery management, and <br />Search and Rescue operations management (the “Permitted Use”), except as otherwise expressly <br />provided in this Agreement. Geopliant may deny any individual access to the Licensed Software on <br />written notice to the Customer if Geopliant, in its reasonable discretion, possesses credible information <br />to substantiate that the person's use of the Licensed Software would violate any provision of this <br />Agreement, regardless of whether Customer designated that person as an Authorized User. <br />DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59