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Benevate Inc.SAAS Subscription Agreement
<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. Termination Procedures.At termination or expiration of this Agreement,Company shall disable access to the applicable Portal.
<br /> Company shall provide Customer with thirty(30)days after termination to facilitate the return of the Customer Data.
<br /> Company shall return the Customer Data via the Secure File Transfer Protocol promptly upon receipt necessary information
<br /> from Customer to facilitate the return.It is Customer's sole responsibility to ensure that the Customer Data is downloaded,
<br /> stored,and reviewed.All Customer Data will be deleted sixty(60)days from the date that the Customer Data is returned.
<br /> If Customer fails to cooperate in facilitating the return of the Customer Data,Company reserves the right to delete the Customer
<br /> Data ninety(90)days after the termination of the Agreement.
<br /> Customer acknowledges and agrees that Company has no obligations whatsoever with regard to the Customer Data following
<br /> the final destruction. Upon request, Company will provide Customer with a Certification of Data Destruction. This Section
<br /> shall survive the termination of this Agreement.
<br /> d. Optional Data Retention.If Customer desires for Company to retain the Customer Data beyond sixty(60)days from the date
<br /> 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 sixty(60) day window are not
<br /> 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
<br /> materials required to comply with applicable law;and(iii)perform or take any other actions required to comply with applicable
<br /> State law as a result of the occurrence.
<br /> c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT
<br /> PERMITTED BY APPLICABLE LAW,THE SOFTWARE AND SERVICES ARE PROVIDED"AS IS"AND COMPANY
<br /> DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
<br /> WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT
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