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Customer:Orange County, NC ReC211341755
<br />SCHEDULE A: GENERAL TERMS AND CONDITIONS
<br />1.INTERPRETATION
<br />1.1.Defined terms set forth on the Cover Pages apply to these General Terms and Conditions and each of the Schedules.
<br />1.2.All references to dollars or “$” in this Agreement refer to US dollars.
<br />1.3.In these General Terms and Conditions, reference to a section or article refers to a section or article of these General
<br />Terms and Conditions unless otherwise indicated. The headings contained herein are for reference purposes only
<br />and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and
<br />“including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless
<br />the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neutral
<br />forms of such words, (ii) words using the singular or plural number also include the plural or singular number,
<br />respectively, (iii) the terms “hereof,” “herein,” “hereto,” “hereunder” and derivative or similar words refer to this entire
<br />Agreement, (iv) references to clauses without a cross-reference to a Section or subsection are references to clauses
<br />within the same Section or, if more specific, subsection, (v) references to any Person include the successors and
<br />permitted assigns of such Person and (vi) references from or through any date shall mean, unless otherwise
<br />specified, from and including or through and including, respectively. The word “extent” in the phrase “to the extent”
<br />means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.”
<br />1.4.In this Agreement:
<br />"Action" means any claim, action, cause of action,demand, lawsuit, arbitration, inquiry, audit, notice of violation,
<br />proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative,
<br />investigative, regulatory or other, whether at Law, in equity or otherwise.
<br />"Affiliate"means any entity controlling, controlled by or under common control with a party (in each case whether
<br />directly or indirectly) where "control" means the ownership of greater than 50% of the equity or beneficial interest of
<br />the party or that entity or the right to vote for or appoint a majority of the board of directors or other governing body of
<br />the party or that entity.
<br />"API" means the application programming interface of ReCollect, which may be used to interact with the ReCollect
<br />Platform from third-party software applications.
<br />“App Store Addendum” means the App Store Addendum,if any, attached to and forming part of this Agreement.
<br />"Business Day" means any day of the year, other than a Saturday, Sunday or statutory holiday in Vancouver, British
<br />Columbia.
<br />"Confidential Information" means all information disclosed by a party (the "Disclosing Party") to the other party
<br />(the "Receiving Party"), whether orally or in writing,that is designated as confidential or that reasonably should be
<br />understood to be confidential given the nature of the information and the circumstances of disclosure. ReCollect’s
<br />Confidential Information includes the ReCollect Platform, and each party's Confidential Information includes its
<br />business and marketing plans, technology and technical information, product plans and designs and business
<br />processes disclosed by such party. However, Confidential Information does not include any information that (i) is or
<br />becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known
<br />to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
<br />Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or
<br />(iv) was independently developed by the Receiving Party.
<br />"Customer Content" means (i) all Intellectual Property created, acquired, or licensed by the Customer or its
<br />Representatives and provided to ReCollect or distributed by the Customer or its Representatives via the ReCollect
<br />Platform; (ii) any other materials or information (including any documents, data, graphics, images, text and content)
<br />provided by or on behalf of Customer or any User to the extent prepared without any contribution by ReCollect; and
<br />(iii) any modifications, enhancements, adaptations or derivative works of any of the foregoing.
<br />"Customer Data"means all proprietary and confidential data provided by the Customer for use, storage, or access
<br />by ReCollect in the course of providing the Services, and/or any data created or made available to ReCollect by
<br />Users.
<br />"Damages" means any losses, liabilities, damages or out-of-pocket expenses (including reasonable legal fees and
<br />expenses).
<br />"Effective Date" means the Effective Date set forth on the first page of this Agreement.
<br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 3
<br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57
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