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<br /> BUILT BY ACCOUNTANTS FOR ACCOUNTANTS
<br /> SUBSCRIPTION AGREEMENT
<br /> THIS SUBSCRIPTION AGREEMENT, by and between LeaseQuery and Client, is effective as of the Effective Date. Each of
<br /> Client and LeaseQuery is referred to herein as a"party"and collectively as the"parties."In consideration for the mutual covenants and
<br /> agreements contained in this Agreement(as defined below),the parties agree as follows:
<br /> 1.DEFINITIONS.
<br /> 1.1 "Accounting Standards"means(i)with respect to a Sales Order that includes the purchase of a subscription to LeaseQuery's
<br /> software for management of leases, FASB ASC Topic 840, FASB ASC Topic 842, and either (as elected by Client during
<br /> implementation)(a)IFRS 16 or(b)GASB No. 13 and GASB No. 87,(ii)with respect to a Sales Order that includes the purchase of a
<br /> subscription to LeaseQuery's software for management of SBITAs,GASB No.96,and(iii)with respect to a Sales Order that includes
<br /> the purchase of a subscription to any other product,if applicable to such other product,as defined in such Sales Order or addendum to
<br /> this Agreement relating to such other product.
<br /> 1.2 "Agreement"means this Subscription Agreement,including any schedules,addenda and exhibits hereto.
<br /> 1.3 "Beta Services" means services or functionality that LeaseQuery may make available to Client to try at its option at no
<br /> additional charge which is designated as beta, pilot, limited release, developer preview, nonproduction, evaluation or by a similar
<br /> description.
<br /> 1.4 "Business Day"means any day on which the New York Stock Exchange is open for unrestricted trading.
<br /> 1.5 "Certified Service Partner"means any third party that is a member of LeaseQuery's certified service partner program for the
<br /> Solution, which program requires, as a condition to such membership, that the participating organization, among other things,
<br /> successfully complete LeaseQuery's Certified Service Partner training program and enter into a certified service partner agreement with
<br /> LeaseQuery.
<br /> 1.6 "Client"means the entity listed on the signature page of this Agreement and any of its Client Subsidiaries that accesses the
<br /> Solution at any point during the term of this Agreement. "Client" shall exclude any Client Subsidiary that, during the term of this
<br /> Agreement,does not access the Solution,which Client Subsidiary shall be deemed a third party for purposes of this Agreement.
<br /> 1.7 "Client Data"means all Client Confidential Information that is entered into the Solution.
<br /> 1.8 "Client Subsidiary"means any entity which is directly or indirectly owned by the entity listed on the signature page of this
<br /> Agreement.For purposes of the preceding sentence,"directly or indirectly owned"means direct or indirect ownership of more than
<br /> 50%of the voting interests of the subject entity.
<br /> 1.9 "Client Feedback"means suggestions,enhancement requests,recommendations or other feedback provided by Client or its
<br /> personnel relating to the operation or functionality of the Solution or the content of the Documentation.
<br /> 1.10 "Confidential Information"means information that is delivered by the disclosing party to the other party by email marked
<br /> by the disclosing party as"confidential"that contains information of a party of a special and unique nature and value relating to such
<br /> matters as trade secrets,know-how,systems,programs,developments,designs,procedures,manuals,products,financial statements or
<br /> forecasts,confidential reports and communications,in each case whether such information is shared prior to or during the term of the
<br /> Sales Order. Confidential Information excludes any information not so delivered. Confidential Information excludes the terms and
<br /> conditions of this Agreement,any Sales Order,and any drafts thereof,including without limitation all terms relating to pricing.
<br /> 1.11 "Dispute"means any controversy or claim between the parties arising out of or relating to this Agreement or any Sales Order,
<br /> the breach,termination,enforcement,interpretation or validity thereof,or any services provided under this Agreement or Sales Order,
<br /> whether in contract,tort or otherwise.
<br /> 1.12 "Documentation"means the user instructions and specifications for the Solution described in the Solution,as may be updated
<br /> by LeaseQuery from time to time.
<br /> 1.13 "Effective Date"means the date this Agreement is last signed below.
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