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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> 14 EXHIBIT D PROFESSIONAL SERVICES <br /> 1. Professional Services. Spatialest will provide Professional Services pursuant to Sales Orders <br /> and/or SOWS executed by the parties and referencing this Agreement. <br /> 2. Professional Services Warranty. Spatialest warrants that all Professional Services provided <br /> hereunder shall be provided in a competent manner in accordance with any specifications set forth in <br /> the Sales Order or SOW (as the case may be), in all material respects. Spatialest further warrants that <br /> any Work Product provided pursuant to any Professional Services engagement shall comply, in all <br /> material respects,with the specifications set forth in the applicable Sales Order or SOW. If the Services <br /> are not performed as warranted or the Work Product does not so comply, then, upon Customer's <br /> written request, Spatialest shall promptly re-perform, or cause to be re-performed, such Professional <br /> Services,at no additional charge to Customer.Such warranties and other obligations shall only survive <br /> for thirty (30) days following the completion of the Professional Services or the delivery of each <br /> applicable portion of the Work Product, as the case may be (provided however, that if a Sales Order <br /> or SOW specifies that acceptance testing is applicable then such warranty shall survive for a period of <br /> thirty(30)days following Customer's acceptance of such Professional Services or Work Product). Such <br /> re-performance shall be Customer's exclusive remedy and Spatialest's sole liability for any such non- <br /> performance. If, however, after repeated efforts, Spatialest is unable to remedy such defect in any <br /> Professional Services or Work Product, then Customer's sole remedy and Spatialest's entire liability <br /> shall be to refund to Customer any amounts previously paid by Customer for the particular deficient <br /> portion of the Professional Services or Work Product. <br /> 3. Work Product. Except as otherwise set forth on a SOW or Sales Order, Customer will have a <br /> non-exclusive, non-transferable (except as set forth in Section 10.2 of the Agreement) license to use <br /> any Work Product developed by Spatialest in the performance of the Professional Services and <br /> delivered to Customer, upon Customer's payment in full of all amounts due hereunder, solely for <br /> Customer's internal use in connection with the Software or the Subscription Service.Spatialest retains <br /> ownership of all information, software and other property owned by it prior to this Agreement or <br /> which it develops independently of this Agreement and all Work Product compiled or developed by <br /> Spatialest in the performance of this Agreement.All such information shall be treated as Confidential <br /> Information of Spatialest. Spatialest may utilize any and all methods, computer software, know-how <br /> or techniques related to programming and processing of data, developed by it while providing the <br /> Professional Services and may incorporate the work product in future releases of any of its Software <br /> and Subscription Services. <br /> Spatialest Master Software and Services Agreement 24 <br />