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Spatialest Master Software and Services Agreement 4 <br /> <br />SPATIALEST <br />MASTER SOFTWARE AND SERVICE AGREEMENT <br /> <br />This Master Software and Service Agreement (the “Agreement”), effective the 1st day of April 2022 (the <br />“Effective Date”), is made by and between Spatialest, Inc. with its principal place of business at 15720 <br />Brixham Hill Ave, Suite 300, Charlotte, NC 28277 (“Spatialest”), and Orange County NC, a subdivision of <br />the state of North Carolina (“Customer”). Spatialest and Customer shall herein be referred to each as a <br />“Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained <br />in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are <br />hereby acknowledged, the Parties agree as follows: <br /> <br />1 DEFINITIONS <br />Capitalized terms referred to in this Agreement and not defined herein shall have the meanings set forth <br />in the Definition Appendix attached hereto as Exhibit A. <br /> <br />2 SOFTWARE AND SERVICES <br /> <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 terms <br />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 Services”) <br />then the Subscription Services are provided in accordance with and are subject to the provisions set forth <br />in this Agreement, the applicable Sales Order, and the additional terms set forth on EXHIBIT C hereto. <br />2.3 Professional Services <br />“Professional Services” means those certain development, installation, set-up, integration, configuration, <br />consulting and/or training services, if and as specified on a Sales Order and/or on a SOW to be provided <br />by Spatialest. The SOW may be a stand-alone document or attached to the applicable Sales Order as a <br />schedule or other attachment. Spatialest or its designated subcontractors shall make available to <br />Customer certain Professional Services, if and as specified on a Sales Order and/or on an SOW. <br />Professional Services are provided in accordance with and is subject to the provisions set forth in this <br />Agreement, the applicable Sales Order, and the additional terms set forth on EXHIBIT D hereto. <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D