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Benevate Inc. SAAS Subscription Agreement
<br />6. TERM AND TERMINATION
<br />a. Term and Renewal. Subject to earlier termination as provided below, the term of the Agreement shall commence on the
<br />Effective Date and shall cover the Initial Service Term as specified in the Order Form.
<br />b. Termination for Cause. This Agreement may be terminated by either Party for cause by providing written notice (via e-mail)
<br />to the other Party upon the occurrence of any of the following events (each, an "Event of Default"):
<br />(i) If the other Party ceases to do business, or otherwise terminates its business operations, except as a result of an
<br />assignment permitted under this Agreement;
<br />(ii) If the other Party materially breaches any material provision of this Agreement and fails to substantially cure the breach
<br />within ten (10) business days of receipt of written notice describing the breach; or
<br />(iii) If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors
<br />arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and
<br />not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other
<br />Party.
<br />c. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Company's website portal and
<br />provide the Customer with a final extract of the Customer Data via the Secure File Transfer Protocol (SFTP), within a
<br />reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the Customer
<br />Data will be provided without charge and without any conditions or contingencies whatsoever (including but not limited to the
<br />payment of any fees due to Company).
<br />Within thirty (30) days from the date of the final extraction and transfer of the Customer Data via the SFTP, the Company shall
<br />provide Customer with a Termination of Services and Final Data Destruction Agreement (the "Termination Agreement"),
<br />which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached
<br />hereto as Exhibit `B". The Customer acknowledges and agrees that if the Termination Agreement is not executed and returned
<br />by the Customer within fifteen (15) days, the Company will follow the default process which provides for final destruction of
<br />Customer Data forty-five (45) days after the final extraction and transfer via the SFTP. The Customer acknowledges and agrees
<br />that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction. The
<br />Company will provide the Customer with a Certification of Data Destruction when the Customer Data has been permanently
<br />deleted in accordance with this subsection. This Section shall survive the termination of this Agreement.
<br />d. Optional Data Retention. If Customer desires for Company to retain the Customer Data beyond forty-five (45) days from the
<br />date of the final extraction, Customer must make that request, in writing (via email), and receive an acknowledgement of said
<br />request. Requests that do not receive an acknowledgement or requests that are made after the forty-five (45) day window are
<br />not considered valid. The minimum cost for continued data retention is $6,000.00 for six (6) months.
<br />7. WARRANTY AND DISCLAIMER
<br />a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features,
<br />functionality, and operation of the Software as applicable; (b) the Software, as applicable, conforms to the Documentation and
<br />is free from defects in material and workmanship; (c) the Software does not contain any viruses or other malicious threats,
<br />programs, features, or devices ("Viruses") that could harm Customer, and Company uses commercially reasonable efforts to
<br />prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the
<br />Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and
<br />workmanlike manner. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance
<br />or for unscheduled emergency maintenance, or because of other causes beyond Company's reasonable control, but Company
<br />shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
<br />b. Security and Loss of Data. Company maintains appropriate technical and organizational measures to protect Customer Data
<br />from accidental loss and from unauthorized access, use, alteration, or disclosure. In the event of any act, error or omission,
<br />negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of
<br />Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Company that relate to
<br />the protection of the security, confidentiality, or integrity of Customer Data, Company shall, as applicable: (i) notify Customer
<br />as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (ii) cooperate with
<br />Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other
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