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Benevate Inc. SAAS Subscription Agreement
<br />the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. General
<br />maintenance of the system is completed on a regular basis to ensure optimal performance of the Services.
<br />d. Service Levels. Company will use commercially reasonable efforts to maintain the availability of the Services at a level of
<br />99.5%. For further specifications regarding the Service Levels, refer to Service Level Terms attached as Exhibit "A" to this
<br />Agreement.
<br />e. Technical Support. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00 p.m. EST,
<br />Monday - Friday. ("Support Hours"). Customer shall initiate a helpdesk ticket during Support Hours by sending an email to
<br />support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within
<br />one (1) business day.
<br />f. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States.
<br />g. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the Customer Data and for an
<br />orderly and timely recovery. Company shall maintain a contemporaneous backup of Customer Data that can be recovered
<br />within a reasonable period of time.
<br />3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.
<br />a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the
<br />source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software,
<br />documentation, or data related to the Services ("Software"); (ii) modify, translate, or create derivative works based on the
<br />Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); nor (iii) use
<br />the Services or any Software for timesharing or service bureau purposes.
<br />b. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and
<br />regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities,
<br />settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that
<br />arises from an alleged violation of the foregoing.
<br />c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access
<br />or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems,
<br />networking, web servers and the like.
<br />d. At no time is it permissible for an Authorized User to share their login credentials. The number of Authorized Users hereunder
<br />is specified in the Order Form or as formally requested and approved, in writing, during the Term. Customer is solely
<br />responsible for maintaining the status of its Authorized Users and the confidentiality of all login credentials and other Portal
<br />access information under its control. Customer will notify Company immediately if Portal information is lost, stolen, or
<br />disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Portal
<br />access information that may have occurred or is likely to occur.
<br />4. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents,
<br />may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and
<br />agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose ofperfonning
<br />its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or
<br />otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this
<br />Agreement, any Confidential Information of the Discloser, without the Discloser's prior written consent. Recipient will have
<br />appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals
<br />as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at
<br />least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than
<br />reasonable care in protecting such Confidential Information.
<br />b. Mandatory Disclosures. In the event that Recipient is required by a binding order of a governmental agency or court of
<br />competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the
<br />Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to
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