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Benevate Inc.SAAS Subscription Agreement
<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 of performing
<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
<br /> appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with
<br /> sufficient information describing the content of the information to be disclosed.If such objection is unsuccessful,then Recipient
<br /> shall produce only such Confidential Information as is required by the court order or governmental action.
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