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DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 Exhibit 1 <br /> simplevieWZV%,y <br /> WEB SITE CONSULTING AND LICENSING AGREEMENT <br /> This AGREEMENT (the "Agreement") is made and entered into as of the 1st day of July, 2019 (the "Effective Date"), <br /> by and between Simpleview, LLC with offices at 8950 N. Oracle Road, Tucson, AZ 85704 ("Simpleview") and the Chapel <br /> Hill and Orange County Visitors Bureau with offices at 501 West Franklin Street, Chapel Hill, NC 27516 ("Client"). <br /> RECITALS <br /> A. WHEREAS, Simpleview offers certain consulting, development and hosting services and web-based <br /> applications for use on the World Wide Web, including the proprietary customer relationship management <br /> application ("CRM") and a-state-of-the-art website content management system demonstrated to Client <br /> ("CMS"),. <br /> B. WHEREAS, Client desires that Simpleview develop and host the Client website (the "Site") on Simpleview's <br /> CMS, provide certain other services and applications useful in the design, programming, and maintenance of <br /> the Site, and provide access to CRM; <br /> C. WHEREAS, Client desires to engage Simpleview, and Simpleview desires to be engaged by Client, to provide <br /> Internet services and products on the terms and subject to the conditions set forth below,- <br /> NOW THEREFORE, in consideration of the mutual promises set forth herein, Simpleview and Client (collectively, <br /> the "Parties") hereby agree as follows: <br /> 1. Simpleview Services <br /> Simpleview agrees to provide Client with services for development and hosting of the Site on the World Wide <br /> Web as set forth or described in Exhibit A hereto (the "Web Site Services") and to provide Client with additional services, <br /> if any, set forth or described in Exhibit B hereto (the "Additional Services"), which exhibits may be amended from time to <br /> time by mutual agreement of the Parties. Obligations of Simpleview, if any, to provide ongoing maintenance tasks for <br /> the Web Site shall be set forth and included as part of Additional Services on Exhibit B hereto ("Maintenance") (the Web <br /> Site Services and the Additional Services are hereinafter referred to collectively as the "Services"). Client agrees that <br /> Simpleview is responsible only for providing the Services specifically set forth in Exhibit A and Exhibit B hereto. <br /> 2. Web Site Development and Hosting <br /> 2.1 Delivery of Client Content <br /> "Client Content" shall mean any materials provided by Client for incorporation into the Site, including, but not <br /> limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. Client shall deliver the Client <br /> Content to Simpleview in an electronic file format specified and accessible by Simpleview (e.g., .txt, .gif) or as otherwise <br /> specified in Exhibit A. Any services required to convert or input Client Content not set forth in Exhibit A as Web Site <br /> Services shall be charged as Additional Services. Client shall promptly deliver all Client Content to Simpleview as <br /> required by Simpleview. <br /> 2.2 Work Orders <br /> If Client wishes to implement upgrades or revisions to the Site that differ materially from the Services in Exhibits A <br /> and B, Client shall submit to Simpleview a written change order containing (i) such revisions in detail and (ii) a request <br /> for a price quote for such change (collectively, the "Change Order"). Simpleview shall promptly evaluate the Change <br /> Order and submit to Client for its written acceptance a proposal for undertaking the applicable tasks and a price quote <br /> 1812411.3 <br />