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<br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />MORE INFORMATION AT CENTRALSQUARE.COM <br />Quote prepared on: <br />February 20, 2024 <br />Quote prepared by: <br />Hailie Tennell <br />hailie.tennell@centralsquare.com <br /> <br />ATTACHMENT A <br /> <br />Terms and Conditions for On-Prem Subscriptions <br />BY INDICATING YOUR ACCEPTANCE, OR BY USING THE SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS <br />AS STATED HEREIN. <br /> <br />1. Subscription Access. Customer is purchasing subscription priced software under this Quote. So long as Client has <br />paid the annual subscription fees and is current at all times with the subscription fees as stated herein, CentralSquare <br />grants to Client a limited non-exclusive, non-transferable access to use the subscription software granted in this <br />Quote. Client understands and acknowledges no ownership or any form of intellectual property rights transfer under <br />the terms of this Quote. <br /> <br />If customer terminates this Quote in accordance with the termination for convenience provision below, customer shall <br />be entitled to a pro-rata refund of the annual subscription fee, calculated by the remaining months in the applicable <br />annual subscription. <br /> <br />2. Termination for Convenience. This Quote may be terminated without cause by either party by providing written <br />notice to the other party thirty (30) days prior to the date of termination. <br /> <br />3. Termination of Access Rights. Upon termination of this Quote, (i) all rights granted herein shall terminate <br />immediately and automatically upon the effective date of such termination; (ii) Customer’s right to the accessed <br />software granted herein shall terminate; and (iii) Customer will cease using such software and at CentralSquare’s <br />direction return or destroy the software and any supplemental confidential information or documentation. <br /> <br />4. Right to Audit. Customer shall maintain for a reasonable period, but in no event less than three (3) years after <br />expiration or termination of this Quote, the systems, books and records necessary to accurately reflect compliance <br />with software access and the use thereof under this Quote. Upon request, Customer shall permit CentralSquare and <br />its directors, officers, employees, and agents to have on-site access at Customer’s premises (or remote access as <br />the case may be) during normal business hours to audit such systems, books, and records for the purpose of <br />verifying Customer’s use of the software to monitor compliance with this Quote no more than once per year. If an <br />audit reveals that Customer has exceeded the restrictions on use or non-compliance with this Quote, Customer shall <br />be responsible for the reimbursement of all costs related to the audit and prompt payment by Customer to <br />CentralSquare of any underpayment. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFF