Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 5 of 41 (With each referenced schedule being a “Schedule”, and each referenced appendix being an “Appendix” or collectively “Appendices”.) In the event of a conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in the Schedules, the terms and conditions of the main body of this Agreement shall control, (a) unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency; and (b) except in the case of Schedule B, the Appendices of which shall control with respect to the applicable Third-Party Terms. ARTICLE II CAYENTA OFFERINGS 2.1 Software - Grant of Licenses. (a) Term License. Subject to and conditional upon Organization’s compliance with the terms and conditions of this Agreement, Harris hereby grants Organization a personal, non-exclusive, non- transferable and limited right and license to use the Subscription Software in object code format during the Subscription Term for its internal business purposes, subject to the Usage Limits, and in accordance with the applicable CS Order. Customer acknowledges and agrees that access to the Subscription Software is licensed for the Term and not sold or licensed perpetually. (b) Perpetual License. Subject to the terms and conditions of this Agreement including, without limitation, the payment of the License Fees, (whether payable pursuant to this Agreement or previously paid pursuant to the Original Agreements), Harris hereby grants Organization a personal, perpetual, non-exclusive, non-transferable and limited right and license to use the Perpetual-Use Software in object code for its internal business purposes, subject to the Usage Limits, and in accordance the applicable CS Order. License rights granted pursuant to the Original Agreements are hereby terminated and replaced with those set out in this Agreement.