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4111 <br /> NO <br /> • SOFTWARE AS A SERVICE SUBSCRIPTION <br /> • • • <br /> FRACTA <br /> Attachment A— Master Terms and Conditions of Agreement <br /> These are the Master Terms and Conditions of an Agreement between Fracta,a California corporation <br /> ("Fracta"), and the Customer identified on a Fracta Software as a Service Subscription form. Under <br /> this Agreement, Fracta will provide Customer with online access to one or more modules of the <br /> Fracta System on a subscription,Software as a Service ("SaaS"), basis. <br /> 1. DEFINITIONS <br /> 1.1 "Agreement." The complete Agreement between Fracta and Customer consists of the <br /> Software as a Subscription form,these Master Terms and Conditions including any <br /> Attachments, the Software Acceptable Use Agreement posted online, and any amendments to <br /> those documents. <br /> 1.2 "Software as a Service" or"SaaS" refers to Fracta hosting the software and providing <br /> Customer with remote, internet-based access to the System on a subscription basis. <br /> 1.3 "Normalized Customer Data" is the Customer Data after it has been assessed and cleaned by <br /> Fracta to operate properly in the System. <br /> 1.4 "System" is Fracta's proprietary system of software, algorithms, data analysis and machine <br /> technology that helps water utilities improve the efficiency of water main pipe management <br /> and replacement. <br /> 1.5 "Start Date" is the calendar date of Customer's first log-in to the Fracta System, but no later <br /> than 30 days from the Effective Date. <br /> 1.6 "Updates" are revisions to correct errors or to improve the existing functionality of the <br /> System. Updates do not include modules or products that Fracta sells or licenses separately, <br /> but Updates do include products that are offered as replacements for the subscribed <br /> modules. <br /> 1.7 "User" is an individual whom the Customer has authorized to use the System on its behalf. <br /> 1.8 "Customer Data" includes the following information, in machine-readable electronic form: <br /> pipe location, age,size, characteristics and installation dates; GIS data; and pipe break data. <br /> 2. SUBSCRIPTION SERVICES. <br /> 2.1 License. Fracta grants to Customer a nonexclusive, nontransferable, non-sublicensable <br /> license to use the System,and to authorize Users to use the System, during the term of this <br /> Agreement,solely for the benefit of Customer. <br /> 2.2 Availability. Fracta will use commercially reasonable efforts to make the System available to <br /> Customer online 24 hours a day, seven days a week. Fracta may temporarily suspend the <br /> System for maintenance,testing, and security purposes. Further, Fracta may be unable to <br /> provide access to the System due to actions beyond its reasonable control, such as acts of <br /> God, attacks or other interference by third parties, and internet service provider or data <br /> center outages. If downtime is planned, Fracta will attempt to inform Users ahead of time, <br /> although Fracta is not obligated to do so and will not be liable if it fails to provide advance <br /> notice. <br /> Fracta Confidential Page 2 of 12 December 4,2019 <br />