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SizeUp Local Business Intelligence (Software As A Service) Agreement
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<br />This SizeUp (Software As A Service) Agreement, effective as of November ___, 2022 is entered into by
<br />and between SizeUp, Inc. and Orange County Economic Development, located in Hillsborough, North
<br />Carolina. In consideration of the mutual promises and upon the terms and conditions below, the parties
<br />agree as follows:
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<br />1. License. Subject to the terms and conditions of this Agreement, SizeUp will provide Client with
<br />online access to the SizeUp software for use as described in Exhibit A attached hereto (or a product with
<br />identical functionality even if marketed under a different product name), including updates, bug fixes, or
<br />other minor enhancements or improvements that are made generally available by SizeUp for users of
<br />SizeUp software (hereafter the “Services”). Subject to the terms and conditions of this Agreement, and
<br />upon payment in full to SizeUp, SizeUp grants to Client a personal, nontransferable, nonsublicensable,
<br />nonexclusive limited license to use the Services for Clients’ own use, in accordance with any
<br />documentation provided by SizeUp, to allow Client’s web site users to use SizeUp services as provided
<br />by SizeUp. Subject to the terms and conditions of this Agreement, and upon payment in full to SizeUp,
<br />SizeUp also grants to Client a personal, nontransferable, nonsublicensable, nonexclusive limited license
<br />to download and embed the SizeUp widget software (“Widget Software”) on Client’s website solely, in
<br />accordance with any documentation provided by SizeUp, for the purpose of providing users of Client’s
<br />website the ability to use SizeUp services as provided by SizeUp. Client agrees that it shall not: i)
<br />distribute, rent, sell, lease, license, assign or otherwise transfer all or any part of the Services or Widget
<br />Software (including any associated documentation) and Client’s rights to use such Services, except for
<br />use by web site end-users as described herein, ii) reverse engineer or otherwise attempt to discover
<br />source code or underlying ideas or algorithms of the Services or Widget Software, or iii) modify or create
<br />derivative works based on the Services or Widget Software, including any modification to the text, layout,
<br />marks, logos or designs that appear in the SizeUp Widget. If Client does modify or create derivative
<br />works, Client agrees to assign, and hereby does assign to SizeUp, all right, title and interest in and to all
<br />and any modifications and derivative works of the Services or Widget Software created by Client. For the
<br />sake of clarity, this Agreement does not grant Client any rights in the Widget Software, except for the right
<br />to embed the Widget Software on its website in accordance with the license granted above. SizeUp
<br />retains the sole and exclusive right to control and direct the manner or means by which Services are
<br />performed, and may employ or subcontract others with respect to such services. Nothing herein entitles
<br />Client to actual possession of any software other than as to the license for the Widget Software.
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<br />2. Client’s Duties and Responsibilities; Data. Client must follow SizeUp’s instructions how to add
<br />the Services or Widget Software to Client’s website, including updated instructions, modifications,
<br />additions or deletions to the Widget Software, as may be updated and provided by SizeUp. Services are
<br />offered as or through an embedded tool. Data provided through the Services comes from a variety of
<br />sources and is provided on an "as is" basis. SizeUp makes no guarantee or representation about the
<br />accuracy or completeness of the information, and disclaims all warranties, express or implied, including
<br />but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. See
<br />Section 6. SizeUp is not responsible for any damages arising from the use of Services. It is the
<br />responsibility of anyone using Services to independently investigate the information's accuracy and
<br />completeness, and to determine to their satisfaction the suitability of the information for any needs. Any
<br />projections, opinions, assumptions or estimates used are for example only and do not represent the
<br />current or future performance of any business.
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<br />3. Fees and Payment.
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<br />3.1 Fees. The fees for the Services and Widget Software are specified in Exhibit A. Client
<br />shall pay SizeUp the fees upon entering into this Agreement. Renewal fees as set forth in Exhibit A, if
<br />any, shall be paid thirty (30) days prior to the end of the then current term. The renewal fees are subject
<br />to change. SizeUp may cease provision of Services at any time if payment is not timely made and/or
<br />suspend or terminate the licenses granted herein. In addition, Client shall pay SizeUp two percent (2.0%)
<br />DocuSign Envelope ID: EC5EFAEF-2401-4C60-8F93-CF3CF6CC7702
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