|
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
<br />TERMS AND CONDITIONS
<br />1. SAAS SERVICES AND SUPPORT
<br />1.1 Company will use commercially reasonable efforts to
<br />provide Customer the services described in the Statement of Work
<br />("SOW") attached as Exhibit A hereto.
<br />1.2 Subject to the terms of this Agreement, Company will use
<br />commercially reasonable efforts to provide Customer the Services
<br />as described in accordance with the Service Level Terms attached
<br />hereto as Exhibit B.
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 Customer will not, directly or indirectly: reverse
<br />engineer, decompile, disassemble or otherwise attempt to discover
<br />the source code, object code or underlying structure, ideas, know-
<br />how or algorithms relevant to the Services or any software,
<br />documentation or data related to the Services ("Software");
<br />modify, translate, or create derivative works based on the Services
<br />or any Software (except to the extent expressly permitted by
<br />Company or authorized within the Services); use the Services or
<br />any Software for timesharing or service bureau purposes
<br />2.2 Customer represents, covenants, and warrants that
<br />Customer will use the Services in compliance with all applicable
<br />laws and regulations. Customer hereby agrees to indemnify and
<br />hold harmless Company against any damages, losses, liabilities,
<br />settlements and expenses (including without limitation costs and
<br />attorneys' fees) in connection with any claim or action that arises
<br />from an alleged violation of the foregoing.
<br />2.3 Customer shall be responsible for obtaining and
<br />maintaining any equipment and ancillary services needed to
<br />connect to, access or otherwise use the Services, including,
<br />without limitation, modems, hardware, servers, software,
<br />operating systems, networking, web servers and the like
<br />(collectively, "Equipment").
<br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />3.1 Each party (the "Receiving Party") understands that the
<br />other party (the "Disclosing Party") has disclosed or may disclose
<br />business, technical or financial information relating to the
<br />Disclosing Party's business (hereinafter referred to as "Proprietary
<br />Information" of the Disclosing Party). Proprietary Information of
<br />Company includes non-public information regarding features,
<br />functionality and performance of the Service. Proprietary
<br />Information of Customer includes non-public data provided by
<br />Customer to Company to enable the provision of the Services
<br />("Customer Data"). The Receiving Party agrees: (i) to take
<br />reasonable precautions to protect such Proprietary Information,
<br />and (ii) not to use or divulge to any third person any such
<br />Proprietary Infomiation, subject to the provisions of the California
<br />Public Records Act or similar public records laws.
<br />3.2 Customer shall own all right, title and interest in and to
<br />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
<br />Services.
<br />3.3 Company shall own and retain all right, title and interest
<br />in and to (a) the Services and Software, all improvements,
<br />enhancements or modifications thereto, (b) any software,
<br />applications, inventions or other technology developed in
<br />connection with Implementation Services or support, and (c) all
<br />intellectual property rights related to any of the foregoing.
<br />3.4 Notwithstanding anything to the contrary, Company shall
<br />have the right to collect and analyze data and other information
<br />relating to the provision, use and performance of various aspects
<br />of the Services and related systems and technologies (including,
<br />without limitation, information concerning Customer Data and
<br />data derived therefrom), and Company will be free (during and
<br />after the term hereof) to (i) use such information and data to
<br />improve and enhance the Services and (ii) disclose such data
<br />solely in aggregate or other de -identified form in connection with
<br />its business.
<br />4. PAYMENT OF FEES
<br />4.1 Customer will pay Company the then applicable fees
<br />described in the Order Form for the Services and Implementation
<br />Services in accordance with the terms therein (the ",Fees").
<br />Company reserves the right to change the Fees or applicable
<br />charges and to institute new charges and Fees at the end of the
<br />Initial Service Term or then -current renewal term, upon thirty (30)
<br />days prior notice to Customer (which may be sent by email). Per
<br />User Pricing, set forth on Exhibit D, shall increase by no more than
<br />3% (the "Renewal Price Cap"), applied to the then -effective Per
<br />User Pricing set forth on Exhibit D at the time of renewal. The
<br />aforementioned Renewal Price Cap shall be forfeited if the
<br />Services are not renewed prior to the termination date of the initial
<br />Service Term or then current renewal term; in which case, the fees
<br />for any subsequent renewal shall be calculated according to
<br />Company's then -current pricing.
<br />4.2 Company may choose to bill through an invoice, in which
<br />case, fill payment for invoices must be received by Company
<br />thirty (30) days after the mailing date of the invoice. The fees do
<br />not include any taxes, including, without limitation, sales, use or
<br />excise tax. If Customer is a tax-exempt entity, you agree to provide
<br />Company with a tax exempt certificate. Otherwise, Company will
<br />pay all applicable taxes to the proper authorities and Customer will
<br />reimburse Company for such taxes. If Customer has a valid direct -
<br />pay permit, you agree to provide us with a copy. For clarity,
<br />Company is responsible for paying Company's income taxes, both
<br />federal and state, as applicable, arising from Company's
<br />performance of this Agreement.
<br />
|