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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> SPATIALEST <br /> MASTER SOFTWARE AND SERVICE AGREEMENT <br /> This Master Software and Service Agreement (the "Agreement"), effective the 1st day of February, <br /> 2021 (the"Effective Date"), is made by and between Spatialest, Inc.with its principal place of business <br /> at 15720 Brixham Hill Ave, Suite 300, Charlotte, NC 28277 ("Spatialest"), and Orange County North <br /> Carolina, a subdivision of the State of North Carolina ("Customer"). Spatialest and Customer shall <br /> herein be referred to each as a "Party"and collectively as the"Parties". In consideration of the mutual <br /> promises and covenants contained in this Agreement, and for other good and valuable consideration, <br /> the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: <br /> 1 DEFINITIONS <br /> Capitalized terms referred to in this Agreement and not defined herein shall have the meanings set <br /> forth in the Definition Appendix attached hereto as Exhibit A. <br /> 2 SOFTWARE AND SERVICES <br /> 2.1 Software License. <br /> If Licensee has purchased a Software License,then the Software is provided in accordance with and is <br /> subject to the provisions set forth in this Agreement, the applicable Sales Order, and the additional <br /> terms set forth on Exhibit B hereto. <br /> 2.2 Subscription Services <br /> If Licensee has purchased a subscription to Spatialest's Software as a Service (the "Subscription <br /> Services") then the Subscription Services are provided in accordance with and are subject to the <br /> provisions set forth in this Agreement, the applicable Sales Order, and the additional terms set forth <br /> on EXHIBIT C hereto. <br /> 2.3 Professional Services <br /> "Professional Services" means those certain development, installation, set-up, integration, <br /> configuration,consulting and/ortraining services,if and as specified on a Sales Order and/or on a SOW <br /> to be provided by Spatialest. The SOW may be a stand-alone document or attached to the applicable <br /> Sales Order as a schedule or other attachment. Spatialest or its designated subcontractors shall make <br /> available to Customer certain Professional Services, if and as specified on a Sales Order and/or on an <br /> SOW. Professional Services are provided in accordance with and is subject to the provisions set forth <br /> in this Agreement,the applicable Sales Order, and the additional terms set forth on EXHIBIT D hereto. <br /> Spatialest Master Software and Services Agreement 4 <br />