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P{ocUsign En"I pe IP:4FF851C3-ADE54C7B-81Bli-ffD761 1119215
<br /> UNTIL!NSLJRk�CL HPIR 3 N-2025-156
<br /> CITY CLERK
<br /> DATE. JUL 0 3 2025
<br /> MASTER SERVICES AGREEMENT
<br /> C1 This Master Services Agreement ("Agreement") is entered into as of the Effective Date by and between DebtBook and the
<br /> customer signing below("Customer"),By executing the Order Form and using any of the Services,Customer agrees to be bound
<br /> by this Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and intending to be
<br /> legally bound,the Parties agree as follows:
<br /> 1. Definitions.
<br /> "Aggregated Statistics"means data and information related to Customer's use of the Services that is used by DebtBook
<br /> in an aggregate and anonymized manner,including statistical and performance information related to the Services.
<br /> "Agreement"means,collectively and to the extent applicable,this Master Services Agreement and incorporates the
<br /> Order Form, any Customer Terms, and the Incorporated Documents, in each case as may be amended from time to time in
<br /> accordance with their terms.
<br /> "Application Obligations" means, collectively, each contractual or financial obligation or agreement managed by
<br /> Customer using the Products made available to Customerthrough the Application Services.
<br /> "Application Services" means the Products and other application-based services that DebtBook offers to Customer
<br /> through access to the DebtBook application.The specific Products offered to Customer as part of the Application Services are
<br /> limited to those Products expressly described in any Order Form then in effect.
<br /> "Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and
<br /> safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by
<br /> employees or contractors employed by DebtBook.
<br /> "Authorized User" means any of Customers employees,consultants, contractors,or agents who are authorized by
<br /> Customer to access and use any of the Services.
<br /> "Customer"means the person or entity purchasing the Services as identified in the Order Form.
<br /> "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or
<br /> medium,that is transmitted by or on behalf of Customer or an Authorized User through the Services.
<br /> "Customer Terms"means the terms set forth in or otherwise identified and incorporated into the Agreement_Forthe
<br /> avoidance of doubt,"Customer Terms"does not include any purchase order or similar document generated by Customer unless
<br /> such document is expressly identified and incorporated into the Agreement.
<br /> "DebtBook"means Fifth Asset,Inc.,d/b/a DebtBook,a Delaware corporation,and its permitted successor and assigns.
<br /> "DebtBook IP" means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts,
<br /> discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of
<br /> authorship,processes, procedures,designs,techniques,inventions, and other intellectual property,whether or not patentable
<br /> or copyrightable,and all embodiments and derivative works of each of the foregoing in any form and media,that are developed,
<br /> generated or produced by DebtBook arising from or related to the Product,Services, Documentation,or Feedback,and(2)any
<br /> intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data.
<br /> "DebtBook Quote"means any pricing document identified and incorporated into each Order Form that may establish
<br /> the Products,Services,Term,payment terms,and other relevant details applicable to each Customer purchase of Products and
<br /> Services under such Order Form.
<br /> "Documentation" means DebtBook's end user documentation and content, regardless of media, relating to the
<br /> Products or Services made available from time to time on DebtBook's website at htt s: su crt.debtbook.com.
<br /> "Effective Date"means the date of last signature of the Order Form and/or Agreement,unless a specific Effective Date
<br /> is set forth on the Order Form.
<br /> "Feedback"means any comments,questions,suggestions,or similar feedback transmitted in any manner to DebtBook,
<br /> including suggestions relating to features,functionality,or changes to the DebtBook IP,
<br /> "Guided Implementation Services" means DebtBook's standard Implementation Services option, including basic
<br /> implementation support,guidance,and training.
<br /> "Governing State" means, if Customer is a Government Entity,the state in which Customer is located. If Customer is
<br /> Lot a Government Entity,"Governing State"means the State of North Carolina.
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