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00631494-4 3 Crisis Track License and Service Agreement <br />6. FEES <br />a) License Fees. In consideration of the rights granted to the Customer under this Agreement, the Customer <br />shall pay to Geopliant the fees set forth in the Fee Schedule attached hereto as Exhibit A in accordance <br />with the terms of this Section 6, and Exhibit A. If the Term is renewed for any Renewal Term(s) pursuant <br />to Section 13, Geopliant will provide the Customer with a new Quote providing for the terms and fees for <br />the applicable Renewal Term. Execution of the Quote by the Customer, payment of the fees listed on the <br />new Quote, or Customer’s continued accessing and use of the Licensed Software confirms the <br />Customer’s assent to all of the terms and fees set forth in the Quote for that applicable Renewal Term. <br />The Customer shall pay the then-current license fees that Geopliant charges for the Licensed Software <br />during the applicable Renewal Term, which may be changed in Geopliant’s sole discretion, as set forth <br />in the newly issued Quote. <br />b) Service Fees. In consideration of the services to be performed under this Agreement, Customer shall pay <br />to Geopliant the fees set forth in Exhibit A, in accordance with the terms of this Section 6 and Exhibit <br />A. If the Term is renewed for any Renewal Term(s) pursuant to Section 13, the Customer shall pay the <br />then-current Service fees that the Customer charges for the Licensed Software during the applicable <br />Renewal Term, which may be changed in Geopliant’s sole discretion. <br />c) Third Party Data Fees. The Customer shall, at all times, be responsible for the direct payment of all fees <br />related to the collection, loading, and processing of third-party data including, but not limited to, tax data <br />and spatial and geographic data. <br />d) Payment Terms. The Customer shall pay 100% of the license fees due and owing under this Agreement <br />within thirty (30) days after the Effective Date. All payments hereunder shall be in US dollars and made <br />by check or wire transfer and payable to GEOPLIANT, LLC, 2831 Summerfield Rd, Falls Church, VA <br />22042. <br />e) Geopliant shall provide Customer a new Fee Schedule for each new Term, not later than March 1st prior <br />to the expiration of the then current Term. <br />7. SERVICES <br />Geopliant provides support services as detailed in the Service Level Agreement attached here as Exhibit <br />B, and shall: <br />a) provide Our reasonable support for the purchased Services to You at no additional charge, <br />b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, <br />except for: <br />(i) planned downtime (of which We shall give at least eight (8) hours’ notice via the Services), or <br />(ii) any unavailability caused by any Force Majeure Event as set forth in Section 14(d), and <br />c) provide additional services as agreed upon in writing by the parties. In the event additional services <br />are requested, any additional services will be detailed in a Task Order issued by Geopliant for review <br />and execution by the Customer. Each Task Order, and the additional terms and services therein, will <br />be made a part of this Agreement and will be governed by and subject to the terms and conditions of <br />this Agreement. All fees associated with such additional services will be set forth on the Task Order. <br />d) provide the Services only in accordance with applicable laws and government regulations. <br />8. DATA MANAGEMENT <br />a) Access, Use, & Legal Compulsion. Unless We receive Your prior written consent, We will not share <br />Project Data with any third party. Notwithstanding the foregoing, We may disclose Project Data as <br />required by applicable law or by proper legal or governmental authority. We will give You prompt notice <br />of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a <br />protective order or otherwise to contest such required disclosure, at Your expense. <br />b) Your Rights. You possess and retain all right, title, and interest in and to Project Data, and Our use and <br />possession thereof is solely as Your custodian. You may access and copy any Project Data in Our <br />possession at any time, through the Service. We will facilitate such access and copying promptly after <br />Your request. <br />c) Retention & Deletion. We will retain any Project Data in our possession until Erased (as defined below) <br />pursuant to this Subsection 8(c). We will Erase: (i) any or all copies of Project Data promptly after Your <br />DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C