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APPENDIX A
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<br />ESO SUBSCRIPTION AGREEMENT
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<br />This Appendix is entered into pursuant to, and is governed by, that certain Services Agreement (the “Agreement”), made
<br />and entered into as of September 29, 2025, by and between Orange County, North Carolina, a political subdivision of the State of
<br />North Carolina (“Customer”), and ESO Solutions, Inc., a Texas corporation (“ESO”). This Appendix forms part of, and is incorporated
<br />into, the Agreement. This Agreement consists of these terms and conditions (the “General Terms & Conditions”) below, the Business
<br />Associate Agreement, and any Order (as defined below) executed by the parties, including any attachments to such Order.
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<br />The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase certain
<br />technology products and/or services as described in an Order or other document signed and agreed to by the parties. Therefore, in
<br />consideration of the covenants, agreements, and promises set forth below, and for other good and valuable consideration, the receipt
<br />and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows.
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<br />GENERAL TERMS AND CONDITIONS
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<br />1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement have the meanings below:
<br />“Customer Data” means information, data and other content in electronic form that is submitted, posted, or otherwise
<br />transmitted by or on behalf of Customer through the Software.
<br />“De-identified Data” means Customer Data which (i) if PHI, has been deidentified in accordance with HIPAA, or (ii) if not PHI,
<br />which has had all personally identifiable information removed, as well as the names and addresses of Customer and any of its
<br />Users and/or Customer’s clients, and in each case as a consequence is neither PHI nor identifiable to or by Customer.
<br />“Deliverable” means software, report, or other work product created pursuant to an Order.
<br />“Documentation” means the Software’s user guides and operating manuals.
<br />“Feedback” refers to any suggestion or idea for improving or otherwise modifying ESO’s products or services.
<br />“Integrated Service” means a third-party hardware, software, service, website, or data that is integrated with (or
<br />interoperates) with a service. Nonexclusive examples of Integrated Services include third-party computer-aided dispatch
<br />(CAD), cardiac monitors and third-party billing software.
<br />“Intellectual Property” means trade secrets, copyrightable subject matter, patents and patent applications, and other
<br />proprietary information, activities, and any ideas, concepts, innovations, inventions and designs.
<br />“Licensed Software” means the executable, object code version of software that ESO provides to Customer for its use and
<br />installation on Customer’s own equipment. For the avoidance of doubt, Licensed Software does not include SaaS.
<br />“Order” means a document addressing the order of a specific set of products or services which is executed by authorized
<br />representatives of each party. An Order may be (a) an ESO sales form or “Quote”, (b) a Statement of Work, or (c) an
<br />addendum or other writing which is attached or which the parties intend to be incorporated by reference into this Agreement.
<br />For the avoidance of doubt, unilateral purchase orders and other similar documents do not constitute an Ordering Document.
<br />“Outage” means Customer is unable to access SaaS, or such access is materially delayed, impaired or disrupted.
<br />“Professional Services” means professional services provided by ESO under a Statement of Work.
<br />“Protected Health Information” or “PHI” has the meaning set forth in HIPAA. All references herein to PHI shall be construed
<br />to include electronic PHI, or ePHI, as that term is defined by HIPAA.
<br />“SaaS” means software-as-a-service that ESO hosts (directly or indirectly) for Customer’s use on a periodic subscription
<br />basis. For the avoidance of doubt, SaaS does not include Licensed Software.
<br />“Scheduled Downtime” means periods when ESO intentionally interrupts SaaS to perform system maintenance or otherwise
<br />correct service errors during non-peak hours (except for critical circumstances), typically between midnight and 6 a.m. Central
<br />Time on a fortnightly basis.
<br />“Services” means the software (whether SaaS or Licensed), professional services, implementation services, support
<br />services, training, or other services provided by ESO to Customer under this Agreement, as further described in an applicable
<br />Order.
<br />“Software” means any ESO computer program, programming or modules specified in the Agreement or any Order. For the
<br />avoidance of doubt, SaaS and Licensed Software are collectively referred to as Software.
<br />“Support Services” means those services described in Exhibit B.
<br />“Third-Party Data” means data not owned by ESO but which is (or access to which is) provided by ESO under an Order
<br />(such as fire codes or AAAM AIS codes).
<br />CONFIDENTIAL ESO ESA v093025 | 1
<br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E
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