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Vanguard Appraisals,Inc.
<br /> LICENSE AGREEMENT
<br /> This Agreement is made and entered into this 22"° day of June,2018 by and between VANGUARD APPRAISALS, INC., an
<br /> Iowa corporation, having offices at 1065 Sierra Ct. N.E., Suite D,Cedar Rapids, Iowa 52402("Vanguard")and Hall County,
<br /> NE,Assessor("Client").
<br /> WHEREAS,Vanguard owns,and licenses others to use,certain computer application software modules and related materials
<br /> known as Vanguard Computer Systems C4MAvision(software for personal property appraisals and real estate appraisals,
<br /> and
<br /> WHEREAS,Client desires to purchase from Vanguard a non-exclusive license and right to use selected portions or modules
<br /> of the Vanguard Computer Systems CAMAvision0 software and related materials solely for Client's own purpose of
<br /> appraising real estate and/or personal property,and Vanguard is willing to grant Client such a license subject to the terms
<br /> and conditions of this Agreement.
<br /> Now therefore,the parties agree as follows:
<br /> 1. LICENSED MATERIALS."Licensed Materials"shall mean the selected portions or modules of the Vanguard
<br /> Computer Systems C4MAvisioncsoftware identified on Schedule A attached hereto and incorporated herein by reference,
<br /> and any related documentation or materials, and any updates and additions to such software,documentation or materials,
<br /> to be furnished to Client under this Agreement from time to time.
<br /> 2. GRANT OF LICENSE.Vanguard grants to Client and Client accepts, on and subject to limitations,terms and
<br /> conditions set forth in this Agreement,a non-exclusive,non-transferable right and license to use Licensed Materials solely
<br /> for Client's personal and internal purpose of appraising real estate and/or personal property. Each module of the Licensed
<br /> Materials may only be installed and used on one server at a time,and the Licensed Materials may only be accessed at any
<br /> one time by the number of users for which Client has paid a license fee as set forth in Schedule A. Additional licensed users
<br /> for each of the Licensed Materials and additional modules of the Vanguard Computer Systems C4MAvisionc software may
<br /> be added to this License Agreement as Licensed Materials through supplements to Schedule A approved in writing by both
<br /> Vanguard and Client, or pursuant to a new License Agreement executed by the parties.
<br /> 3. LICENSE FEES.
<br /> (a) Vanguard shall supply the modules of the Licensed Materials and/or Internet Service listed on the attached
<br /> Schedule A and Vanguard will invoice Client for,and Client agrees to pay,the license fees indicated on the attached
<br /> Schedule A.
<br /> (b) All license fees are exclusive of shipping charges and any federal,state, provincial or local taxes,including
<br /> any sales, use,VAT or other taxes imposed on this transaction,the license fees,or on Licensee's use or possession of the
<br /> Licensed materials,all of which,if any,shall be paid by Client without deduction from the license fees.
<br /> (c) Fees paid or payable by Client for the purchase of the license for the Licensed Materials are not
<br /> refundable by Vanguard,and no adjustment will be made to such fees if Client discontinues use of the Licensed Materials or
<br /> if Vanguard terminates this Agreement under Section 8(b) below. Vanguard reserves the right to collect 75%of the total
<br /> license fees should the client choose to cancel this Agreement prior to installation of the Licensed Materials.
<br /> 4. LIMITATIONS ON USE OF THE LICENSED MATERIALS.Client shall not,directly or indirectly:
<br /> (a) allow the modules contained in the Licensed materials to be used at any point in time by more than the
<br /> number of persons for whom a licensee fee has been paid,as specified on Schedule A,and all such use may only be by
<br /> those persons using such modules for the benefit of Client in the course and scope of their employment as an employee of
<br /> Client;
<br /> (b) copy,modify or create derivative works of the Licensed Materials;
<br /> (c) transmit,translate,reverse engineer,decompile,disassemble or otherwise attempt to derive the source
<br /> code for the Licensed Materials;
<br /> (d) without the prior written consent of Vanguard,which consent may be withheld by Vanguard in its sole
<br /> discretion, assign this Agreement,or rent, lease,license,sublicense the Licensed Materials to any other person,or transfer,
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<br /> June 22,2018
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