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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
<br />SOFTWARE AS A SERVICE (SAAS) AGREEMENT
<br />This SaaS Agreement ("Agreement") is entered into on this 11 day of July 2023 (the "Effective Date") between Benevate,
<br />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" means those individuals designated and authorized by the Customer to use one of the purchased licenses to
<br />access the Software and Services, using his or her login credentials (email address and password), which may only be used by
<br />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, Customer
<br />Data, and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales,
<br />costs, liabilities, markets, strategies, concepts, methods or employees, that is not generally ascertainable from public or
<br />published information or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared
<br />by Discloser based on such Confidential Information.
<br />c. "Customer Data" means any non-public, personal information provided by the Customer to the Company to enable the
<br />provision of Services.
<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.
<br />e. "License Fees" means the annual cost for the administrative license(s) enabling users to have access to the Software.
<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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