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N-2019-022 <br />• SOFTWARE AS A SERVICE AGREEMENT <br />• • • Master Terms and Conditions <br />FRACTA Online Version <br />IMPORTANT: PLEASE READ THIS SOFTWARE AS A SERVICE AGREEMENT CAREFULLY. THIS <br />IS A LEGALLY BINDING AGREEMENT BETWEEN FRACTA, INC. AND THE ORGANIZATION THAT <br />YOU WORK FOR OR REPRESENT. BY USING THE FRACTA SOFTWARE SYSTEM YOU AGREE <br />ON BEHALF OF THE ORGANIZATION TO BE BOUND BY THESE TERMS. IF YOU ARE NEITHER <br />AUTHORIZED NOR WILLING TO BIND YOUR ORGANIZATION TO THIS AGREEMENT, DO NOT <br />CONTINUE. <br />IF YOUR ORGANIZATION HAS ALREADY SIGNED A FRACTA SOFTWARE -AS -A -SERVICE AGREEMENT, THEN THAT <br />SIGNED AGREEMENT APPLIES, AND NOTTHIS ONE. <br />These are the Master Terms and Conditions of an Agreement between Fracta, Inc., a <br />California corporation ("Fracta"), and the water utility identified on a Fracta Quotation or a <br />Fracta Master Agreement Cover Sheet ("Customer"). Under this Agreement, Fracta will <br />provide Customer with online access to one or more modules of the Fracta System on a <br />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 />Cover Sheet or Quotation, these Master Terms and Conditions including any Exhibits, <br />the Terms of Use posted online, and any amendments to those documents. <br />1.2 "Software as a Service" or "SaaS" refers to Fracta hosting the software and <br />providing Customer with remote, internet-based access to the System on a <br />subscription basis. <br />1.3 "Normalized Utility Data" is the Utility Data after it has been assessed and cleaned by <br />Fracta to operate properly in the System. <br />1.4 "System. Fracta's proprietary system of software, algorithms, data analysis and <br />machine technology that helps water utilities improve the efficiency of water main <br />pipe management and replacement. <br />1.5 "Updates„ are revisions to correct errors or to improve the existing functionality of <br />the System. Updates do not include modules or products that Fracta sells or licenses <br />separately, but Updates do include products that are offered as replacements for the <br />subscribed modules. <br />1.6 "User" is an individual whom the Customer has authorized to use the System on its <br />behalf. <br />Fracta Confidential Page 1 of 11 February 7, 2018 <br />