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INSURANCE ON FILE
<br /> WORK MAY PROCEED N-2024-235
<br /> UNTIL INSURANCE EXPIRES
<br /> II 112 S' Benevate Inc.SAAS Subscription Agreement
<br /> CITY CLERK
<br /> DATE: ,'11UL 8 2li24 SOFTWARE AS A SERVICE(SAAS)SUBSCRIPTION AGREEMENT
<br /> 0%(DAC°Y This SaaS Subscription Agreement("Agreement")is entered into on this 12th day of June 2024(the"Effective Date")between Benevate,
<br /> hr�"u� ,,A) Inc.,d/b/a Neighborly Software,a Delaware Corporation,with its principal place of business located at 3423 Piedmont Rd.NE,Atlanta,
<br /> GA 30305("Company"),and the Customer listed above(referred to as the"Customer")(collectively referred to as the"Parties"). This
<br /> Agreement includes and incorporates the above Order Form,the Terms and Conditions below,and Exhibits A&B attached hereto.
<br /> TERMS AND CONDITIONS
<br /> 1. DEFINITIONS.
<br /> a. "Authorized User"or"User"means those individuals designated and authorized by the Customer to use one of the purchased
<br /> subscriptions to access the Software and Services,using his or her login credentials(email address and password),which may
<br /> only be used by that single,named user.
<br /> b. "Confidential Information" means all information, in oral, written, machine readable, sample or any other form, that either
<br /> Party discloses("Discloser")to the other("Recipient")relating to the business of Discloser,whether furnished before or after
<br /> the Effective Date of this Agreement,including,without limitation,information related to pricing,products,services,security,
<br /> and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales, costs,
<br /> liabilities, markets, strategies, concepts, methods or employees,that is not generally ascertainable from public or published
<br /> information or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared by
<br /> Discloser based on such Confidential Information.
<br /> c. "Customer Data"means all non-public information or data that is inputted into the Customer's Portal by the Customer or the
<br /> Customer's end users.
<br /> d. "Documentation"means the applicable training materials,user guides,publicly available marketing and/or proposal materials,
<br /> and other similar information,or other documents disseminated under or governed by confidentiality obligations which pertain
<br /> to the Software or Services provided by Company,which may be updated by Company at any time without notice to include
<br /> information about new features and incorporate feedback to help Company's customers understand how to use the Software
<br /> and Services. Documentation requiring a Username and Password to access, is considered Company's Confidential
<br /> Information.
<br /> e. "Effective Date"means the date stated above.If the date is left blank,then the Effective Date shall be the last signature date
<br /> on the Signature Page.
<br /> f. "Professional Services"means non-standard customization and services available at an additional fee,including,but not limited
<br /> to, data migration services, in-person trainings, Power BI services, geographical data services, non-standard professional
<br /> developer services,etc.
<br /> g. "Services"means standard implementation services,configuration of stated program(s)to allow for enrollment,qualification,
<br /> administration and reporting, access to the Software,technical support services, hosting and security services, data storage,
<br /> backup,recovery,and other services provided by the Company as described in the Order Form or this Agreement.
<br /> h. "Software"means the proprietary web-based products,including,but not limited to,the source code,object code or underlying
<br /> structure,ideas,know-how or algorithms,documentation,or data related to the Services provided by Company,or its licensors
<br /> identified on an Order Form and subsequently made available to Customer by Company in accordance with an Order Form or
<br /> this Agreement.
<br /> 2. SOFTWARE AND SERVICES.
<br /> a. During the Term of this Agreement, Company will provide Customer access to, and use of, the Software, Services, and
<br /> Documentation by enabling a portal for Customer to access through a web browser(the"Portal").
<br /> b. This Agreement does not contemplate any customized products, services, work-for-hire, or code developed exclusively for
<br /> Customer. In the event that the Parties agree that Company shall provide such non-standard Professional Services, the
<br /> description of the services and applicable ownership rights with respect to such Professional Services will be set forth in a
<br /> separately executed Professional Services Agreement. This Agreement does not contemplate any IP rights beyond the terms
<br /> provided herein.
<br /> c. Company will make available to Customer all updates and any documentation for such updates to the Services.Company will
<br /> use commercially reasonable efforts to ensure that(i)new features or enhancements to existing features are synchronized with
<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.
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