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<br />ENTERPRISE SOFTWARE LICENSE AGREEMENT
<br />
<br /> This Enterprise Software License Agreement (this “Agreement”) is effective this 10th day
<br />of July, 2023 (the “Effective Date”), by and between ArchiveSocial, LLC a Delaware
<br />corporation whose principal place of business is located at 212 W Main St, Ste
<br />500, Durham, NC 27701 with mailing address of P.O. Box 3330, Durham, NC 277023330
<br />(“Licensor”) and Orange County, NC, a government entity whose principal place of
<br />business is located at 200 South Cameron Street, Hillsborough, NC 27278 (“Licensee”).
<br />Licensee and Licensor may hereinafter jointly be referred to as the “parties.”
<br />
<br /> WHEREAS, Licensor has developed and licenses proprietary online software that assists
<br />in capturing and archiving records of online social media communications and Internet
<br />websites (including all updates, upgrades, modifications and improvements thereto
<br />generally made available by Licensor to other similar commercial licensees, the
<br />“Software”) and related documentation delivered or provided to Licensee (the
<br />“Documentation” and, along with the Software, the “Service”), all as more fully described
<br />and accessed at http://archivesocial.com/ (the “Website”); and
<br />
<br /> WHEREAS, Licensee would like to license such software for the limited and express
<br />purposes and term set forth in this Agreement.
<br />
<br /> NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the parties agree as follows:
<br />
<br />1. LICENSE.
<br />(a) General. On the terms and subject to the conditions of this
<br />Agreement, including the payment of all the fees and charges required hereunder,
<br />Licensor grants to Licensee, and Licensee accepts, a non-exclusive, limited,
<br />nontransferable, license (without the right to sublicense) to access and use the
<br />Service, including the Software, solely in the form provided by Licensor through
<br />the Website, for any purpose not prohibited by law or by the terms and conditions
<br />of this Agreement (the “License”). The License and rights granted to Licensee
<br />herein terminate upon the termination or expiration of this Agreement as set forth
<br />herein.
<br />
<br />(b) Restrictions on Use. Licensee covenants and agrees that it shall not,
<br />and shall cause its affiliates, owners, members, managers, directors, employees,
<br />agents, contractors or other third parties who use the Website and/or the Service on
<br />behalf of, at the direction of or for the benefit of Licensee (collectively, Licensee’s
<br />“Representatives”) to not, (i) sell, license (or sublicense), lease, assign, transfer,
<br />pledge, or share (including as a time share, service bureau or otherwise) any of
<br />Licensee’s rights under, in or to the License and/or the Service with or to any third
<br />party; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance all
<br />or any part of the Website, the Services or the Software or create any derivative
<br />DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5
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