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1.0 <br />1. <br />1. <br />1. <br />2.0 <br />2. <br />3.0 <br />3. <br />3. <br />3. <br />3. <br />3. <br />3. <br />3. <br />• Benefit Express Services, LLC <br />i b en e fi t e x p r e s s Technology and Services Agreement <br />., beneAl wise. relationsblP drwea. <br />Benefit Express Services, LLC Technology and Services Agreement <br />This Technology and Services Agreement entered into between Benefit Express Services, LLC, an Illinois corporation with its <br />principal offices located at 1700 E. Golf Road, Suite 1000, Schaumburg, IL 60173 (hereafter "BE") and Employer, whose name <br />and principal business address are set forth below, collectively "the Parties", determines the rights and obligations of BE and <br />Employer with respect to the subject matter of this Agreement. All capitalized terms are defined in section 3.0 below unless <br />specifically stated otherwise. <br />Effective Date: <br />The first day of May, 2018 <br />Employer Name: <br />Indian River County, FL <br />Address: <br />180127th Street <br />City, State, Postal Code: <br />Vero Beach, FL 32960 <br />Agreement and Term <br />1 During the Term and in accordance with this Agreement: (i) BE <br />grants Employer a nonexclusive, nontransferable, revocable, <br />limited right to use the software for the sole purpose of agency <br />management and/or the administration of employee benefits <br />for the employees of Employer, and (ii) BE shall render the <br />Software, as well as provide Training and Maintenance & <br />Support for such software. <br />2 Employer has the option to purchase Fulfillment, and other <br />Professional and Shared Services. <br />3 This Agreement shall commence on the Effective Date and, <br />unless sooner terminated under Section 8.0 herein, shall <br />continue for five (5) years ("Initial Period"). Thereafter, the <br />parties may renew the term of this Agreement upon mutual <br />agreement. <br />Commencement of Service <br />1 Commencing on the Effective Date, BE shall provide Software, <br />Training, Maintenance and Support, and Fulfillment services <br />according to the Service Schedules, to be agreed upon between <br />the Parties during implementation. <br />Definitions <br />1 "Administrator Account" means any user profile with access to <br />more than one Employee Record. <br />2 "Agreement" means this Technology and Services Agreement <br />and any exhibits, attachments, addendums, schedules, <br />Statement of Work ("SOW"), attached hereto, or otherwise <br />incorporated herein by reference. <br />3 "Project Authorization Form" means the BE standard form that <br />invoices the Professional Shared Services to be provided by BE to <br />Employer and requires an Employer signature to authorize the <br />work to be performed. The Project Authorization Form may also <br />reference a SOW document when the Employer has requested <br />Professional or Shared Services. Each Project Authorization Form <br />will be governed by the terms of this Agreement and, if there is <br />a conflict between a Project Authorization Form and this <br />Agreement, the terms of this Agreement shall prevail. <br />4 "Employer" means the business entity identified above, which <br />entity's employees have authorized the Employer to access and <br />enter employee information into the Software. <br />5 "Effective Date" means the date entered in the outlined box <br />above. <br />6 "Enhancements" means modifications, additions, or <br />substitutions, other than Maintenance Modifications, made by <br />BE to the Software at its sole discretion that accomplish <br />incidental, performance, structural or functional improvements <br />to the Software, to the extent that BE elects to develop such <br />Enhancements. Provided, however, and notwithstanding the <br />foregoing, new application Modules which BE markets <br />separately from the Software shall not be included in the <br />definition of Enhancements. <br />7 "Employee Record" means the collection of related items of <br />information about an individual, treated as a unit, and stored in <br />the Software database. <br />3.8 "Fulfillment" means BE's process of developing, testing, <br />extracting, delivering, supporting and monitoring data from the <br />Software in an electronic and secure format, including but not <br />limited to portable document format (PDF), Microsoft Excel <br />(XLS), delimited or fixed length text (TXT) or Extensible Markup <br />Language (XML) formatted files. <br />3.9 "Intellectual Property Rights" means all copyrights, <br />confidentiality rights, trade secret rights, patent rights and other <br />intellectual property rights which shall include, but not be <br />limited to BE's ownership of the Software and the BE trademark <br />and any other trademarks, sales marks, service marks, trade <br />names, marketing materials, distinguishing images or computer <br />graphics, words, combination of words, audio recordings, <br />computerized icons, Internet domain names or sub -names, or <br />other related items used by BE in promotion or providing the <br />Software Services or any services relating thereto at any time <br />prior to, during, or subsequent to the termination of this <br />Agreement. <br />3.10 "Maintenance" means services provided by BE which shall <br />include, but not limited to: (i) providing and installing on BE <br />equipment any Enhancements to the Software, and/or (ii) <br />providing and installing on BE equipment any Maintenance <br />Modifications to the Software. <br />3.11 "Maintenance Modifications" means modifications, updates or <br />revisions made by BE at its sole discretion to the Object Code of <br />the Software or to the User Manual relating thereto that correct <br />errors or support a new release of the operating system. <br />3.12 "Module" means a unit of Software that adds additional <br />functionality to the base Software. <br />3.13 "Object Code" means computer code in machine-readable, <br />executable form, generated by compilation of course code and <br />contained in a medium that permits it to be loaded into and <br />operated on computers, including any runtime modules or <br />programming object libraries, text or graphic files or other data <br />structures or code components necessary for the operational <br />use of the Software. <br />3.14 "Professional Services" means the services that are specified and <br />priced in the attached SOW and invoiced in the Project <br />Authorization Form to be provided by BE. The Professional <br />Services may include, without limitation, the following types of <br />services: data collection, consulting, design, coding, testing, <br />installation, configuration, sales assistance and training. <br />3.15 "Shared Services" means the services that are specified and <br />priced in the attached SOW and invoiced in a Project <br />Authorization Form to be provided by BE. The Shared Services <br />may include, without limitation, the following types of services: <br />FSA, COBRA, HSA, ACA, Premium Billing, and Dependent Audit. <br />3.16 "Services" shall mean the Software, Training, Billing, <br />Maintenance and Support, Employer setup, Professional or <br />Shared provided by BE to Employer. <br />3.17 "Service Schedules" means the time table for implementation of <br />the services provided by BE to Employer. <br />