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OF*; CENTRALSQUARE Quote prepared on: February 23, 2024 Quote prepared by: Dustin DeVoe dustin.devoe@centralsquare.com Terms and Conditions for On -Prem Subscriptions BY INDICATING YOUR ACCEPTANCE, OR BY USING THE SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS AS STATED HEREIN. 1. Subscription Access. Customer is purchasing subscription priced software under this Quote. So long as Client has paid the annual subscription fees and is current at all times with the subscription fees as stated herein, CentralSquare grants to Client a limited non-exclusive, non -transferable access to use the subscription software granted in this Quote. Client understands and acknowledges no ownership or any form of intellectual property rights transfer under the terms of this Quote. If customer terminates this Quote in accordance with the termination for convenience provision below, customer shall be entitled to a pro -rata refund of the annual subscription fee, calculated by the remaining months in the applicable annual subscription. 2. Termination for Convenience. This Quote maybe terminated without cause by either party by providing written notice to the other party thirty (30) days prior to the date of termination. 3. Termination of Access Rights. Upon termination of this Quote, (i) all rights granted herein shall terminate immediately and automatically upon the effective date of such termination; (ii) Customer's right to the accessed software granted herein shall terminate; and (iii) Customer will cease using such software and at CentralSquare's direction return or destroy the software and any supplemental confidential information or documentation. 4. Right to Audit. Customer shall maintain for a reasonable period, but in no event less than three (3) years after expiration or termination of this Quote, the systems, books and records necessary to accurately reflect compliance with software access and the use thereof under this Quote. Upon request, Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer's premises (or remote access as the case may be) during normal business hours to audit such systems, books, and records for the purpose of verifying Customer's use of the software to monitor compliance with this Quote no more than once per year. If an audit reveals that Customer has exceeded the restrictions on use or non-compliance with this Quote, Customer shall be responsible for the reimbursement of all costs related to the audit and prompt payment by Customer to CentralSquare of any underpayment. MORE INFORMATION AT CENTRALSQUARE.COM 320