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Benevate Inc. SAAS Subscription Agreement <br /> c. Customer shall own all rights,title, and interest in and to the Customer Data,as well as any data that is based on or derived <br /> from the Customer Data and provided to Customer as part of the Services. <br /> d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, <br /> enhancements,or modifications thereto,(b)any software,applications,inventions,or other technology developed in connection <br /> with implementation of services or support,and(c)all intellectual property rights related to any of the foregoing. <br /> e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other infonnation <br /> relating to the provision, use and performance of various aspects of the Services and related systems and technologies <br /> (including,without limitation,information concerning Customer Data and data derived therefrom),and Company will be free <br /> (during and after the term hereof)to(i)use such information and data to improve and enhance the Services and (ii) disclose <br /> such data solely in aggregate or other de-identified form in connection with its business. <br /> 5. PAYMENT OF FEES <br /> a. Payment Terms.Customer shall pay Company the fees listed in the Purchase Summary of the Order Form.An invoice for the <br /> fees will be sent to the Customer immediately following the Effective Date and is due within thirty(30)days from the date of <br /> the invoice. The total sum to be expended by Customer for fees shall not exceed Seven Thousand Three Hundred Eighty <br /> and 00/100 Dollars($7,380.00). <br /> b. Suspension of Service for Late Payments.If the Customer fails to pay any invoice in full within thirty(30)days from the due <br /> date,the Company shall have the right to suspend the Services until payment is received.Suspension of Services in accordance <br /> with this subsection shall not be deemed a breach of this Agreement. <br /> c. Addition of Users. During the hiitial Service Term,the Customer may add additional Users based on the pricing stated in the <br /> Order Form on a pro rata basis. <br /> d. Additional Programs.Additional programs will be charged at the Company's then-current rates. <br /> e. Additional Implementation Fees. Implementation costs are based on a 6-8-week implementation period (for up to four (4) <br /> programs).Customer agrees to allocate the time and personnel necessary to complete implementation during this period.Unless <br /> the Parties agree to an alternative schedule,in writing,implementations extending beyond the allocated eight(8)weeks will be <br /> subject to a weekly charge of$500.00 per additional week. <br /> f. Fee Adjustments.Company reserves the right to adjust the fees listed in the Order Form at the end of the Initial Service Term <br /> or then-current renewal term.Notice of any fee adjustment will be provided to the Customer via an invoice(via e-mail)based <br /> on the Company's then-current pricing,sixty(60)days prior to end of the Initial Service Term or then-current renewal term. <br /> g. Taxes.The fees do not include any taxes, including,without limitation,sales,use or excise tax.If Customer is a tax-exempt <br /> entity,you agree to provide Company with a tax-exempt certificate. Otherwise,Company will pay all applicable taxes to the <br /> proper authorities and Customer will reimburse Company for such taxes(this excludes Company's income taxes,both federal <br /> and state,as applicable,arising from Company's performance of this Agreement). <br /> h. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually <br /> commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to <br /> pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non- <br /> appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations <br /> hereunder,as of the last day for which funds have been appropriated. The Customer shall immediately notify the Company in <br /> writing(via e-mail),upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this <br /> 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 /> 4 <br />