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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
<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. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Company's website portal and
<br />provide the Customer with a final extract of the Customer Data via the Secure File Transfer Protocol (SFTP), within a
<br />reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the Customer
<br />Data will be provided without charge and without any conditions or contingencies whatsoever (including but not limited to the
<br />payment of any fees due to Service Provider).
<br />Within thirty (30) days from the date of the final extraction and transfer of the Customer Data via the SFTP, the Company shall
<br />provide Customer with a Termination of Services and Final Data Destruction Agreement (the "Termination Agreement"),
<br />which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached
<br />hereto as Exhibit `B". The Customer acknowledges and agrees that if the Termination Agreement is not executed and returned
<br />by the Customer within fifteen (15) days, the Company will follow the default process which provides for final destruction of
<br />Customer Data forty-five (45) days after the final extraction and transfer via the SFTP. The Customer acknowledges and agrees
<br />that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction. The
<br />Company will provide the Customer with a Certification of Data Destruction when the Customer Data has been permanently
<br />deleted in accordance with this subsection. This Section shall survive the termination of this Agreement.
<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. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected
<br />to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or
<br />organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of
<br />Customer Data, Company shall, as applicable: (i) notify Customer as soon as practicable but no later than twenty-four (24)
<br />hours of becoming aware of such occurrence; (ii) cooperate with Customer in investigating the occurrence, including making
<br />available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as
<br />otherwise required by Customer; and (iii) in the case of Personally Identifiable Information (PII), at Customer's sole election,
<br />notify the individuals whose PII was compromised as soon as practicable but no later than is required to comply with applicable
<br />law, or, in the absence of any legal requirement, within five (5) calendar days of the occurrence; and/or (iv) perform or take
<br />any other actions required to comply with applicable 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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