2022-480-E-Tax-Spatialest-Assessment Appraiser Appeal software

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Spatialest Master Software and Services Agreement 25 14 EXHIBIT D PROFESSIONAL SERVICES 1. Professional Services. Spatialest will provide Professional Services pursuant to Sales Orders and/or SOWs executed by the parties and referencing this Agreement. 2. Professional Services Warranty. Spatialest warrants that all Professional Services provided hereunder shall be provided in a competent manner in accordance with any specifications set forth in the Sales Order or SOW (as the case may be), in all material respects. Spatialest further warrants that any Work Product provided pursuant to any Professional Services engagement shall comply, in all material respects, with the specifications set forth in the applicable Sales Order or SOW. If the Services are not performed as warranted or the Work Product does not so comply, then, upon Customer’s written request, Spatialest shall promptly re-perform, or cause to be re-performed, such Professional Services, at no additional charge to Customer. Such warranties and other obligations shall only survive for thirty (30) days following the completion of the Professional Services or the delivery of each applicable portion of the Work Product, as the case may be (provided however, that if a Sales Order or SOW specifies that acceptance testing is applicable then such warranty shall survive for a period of thirty (30) days following Customer’s acceptance of such Professional Services or Work Product). Such re-performance shall be Customer’s exclusive remedy and Spatialest’s sole liability for any such non-performance. If, however, after repeated efforts, Spatialest is unable to remedy such defect in any Professional Services or Work Product, then Customer’s sole remedy and Spatialest’s entire liability shall be to refund to Customer any amounts previously paid by Customer for the particular deficient portion of the Professional Services or Work Product. 3. Work Product. Except as otherwise set forth on a SOW or Sales Order, Customer will have a non- exclusive, non-transferable (except as set forth in Section 10.2 of the Agreement) license to use any Work Product developed by Spatialest in the performance of the Professional Services and delivered to Customer, upon Customer’s payment in full of all amounts due hereunder, solely for Customer’s internal use in connection with the Software or the Subscription Service. Spatialest retains ownership of all information, software and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all Work Product compiled or developed by Spatialest in the performance of this Agreement. All such information shall be treated as Confidential Information of Spatialest. Spatialest may utilize any and all methods, computer software, know-how or techniques DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D