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MILLER MENDEL, INC. 1.25 "Software" means the eSOPH System, related proprietary software owned by MMI, and any third - party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto. 1.26 "Software Fees" means fees paid for Entries, licensing fees for access to the eSOPH System, and any fees paid for maintenance and support allocable to a given calendar month. Such fees that are paid on an annual basis shall be pro -rated (e.g., fees paid for a License Term shall be divided by 12 to determine the monthly amount) Software Fees allocable to a given month. Software Fees excludes fees paid for professional services (e.g., training, customization, set-up, or installation) and fees paid for corrective work outside the scope of the Support Services described in Section 2.9 (Support Services). 1.27 "Support Request" means a written request for resolution of a Defect submitted by Client to MMI. 1.28 "Support Services" means the support and maintenance services described in Section 2.9 (Support Services). 1.29 "Total Authorized Cost' shall have the meaning given in Section 3.6 (Total Contract Cost Authorized). 2. eSOPH SYSTEM LICENSE AND SUPPORT SERVICES 2.1 License Grant. MMI hereby grants to Client a revocable, limited license to access and use the eSOPH System commencing on the Setup Date and for the remainder of the License Tenn in accordance with the terms and conditions of this Agreement. MMI will provide the eSOPH System to Client in accordance with the Quote for the then -current License Term and terms of this Agreement (or any applicable successor Agreement). 2.2 Authorized User Designation. Client shall designate all current Administrative Users of the eSOPH System in accordance with Section 2.6 (Administrative Users). A current Administrative User may grant System access to additional Authorized Users. Client shall ensure its Authorized Users' compliance with the terms of this Agreement, and Client assumes and accepts all responsibility and all liability for each of Client's Authorized Users, and any user whom the Client, or Client's Authorized Users, grants eSOPH System access, including all their acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use. 2.2.1 Outside Agency Access. THIS TERM APPLIES ONLY IF CLIENT IS WITHIN THE STATE OF CALIFORNIA: At Client's written request, MMI may grant system access for designated external auditor(s) or reviewing entities ("Outside Agency"). These users are considered Authorized Users as defined in Section 1.4. The access will allow the Outside Agency to access certain eSOPH Client Data within the specific Client's eSOPH system. Such requests are subject to MMI's approval of the Outside Agency. MMI reserves the right to decline such requests at its sole discretion. Client shall be solely responsible for ensuring compliance with all applicable legal requirements for the Outside Agency's access, to include necessary authorizations and waivers. Granting Outside Agency access to Client's eSOPH system may be subject to additional fees, as reflected in a Quote provided to and accepted by Client. If a fee applies, the new Authorized User(s) from the Outside Agency will be added into the eSOPH System per Client's request after a purchase order is received by MMI reflecting acceptance of the applicable fees. After MMI has added the Outside Agency Authorized User's access to the eSOPH System for Client's account, the new Authorized User will have access to view Client's Data on designated Applicants. Client may revoke an Outside Agency's or specific Outside Agency Authorized User's access by submitting a written request to MMI. 2.2.2 Outside Agency Access: Limitation of Liability. THIS TERM APPLIES ONLY IF CLIENT IS WITHIN THE STATE OF CALIFORNIA: For any Outside Agency granted access pursuant to Client's written request, Client shall be solely responsible for all acts, errors, omissions and/or any damage or harm arising from or related to the Outside Agency's access to the eSOPH system, and MMI shall have no liability to Client relating to such access, including but not limited to any delay in MMI terminating such access after receiving Client's request to terminate the Outside Agency's access. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 3 OF 21 Version: June 1, 2019 — Santa Ana Specific (See Addendum)