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INSURANCE ON FILE
<br />WORK MAY PROCEED N-2024-153
<br />UNTIL INSURANCE EXPIRES
<br />—lks bq Beneuate.lne_SAAS.Subscription Agreement
<br />CITY 11ERAY 0 3 2024
<br />DATE: SOFTWARE AS A SERVICE (SAAS) SUBSCRIPTION AGREEMENT
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<br />(N,w'r'D This SaaS Subscription Agreement ("Agreement") is entered into on this 3rd day of April 2024 (the "Effective Date")
<br />betweenBenevate, Inc., d/b/a Neighborly Software, a Delaware Corporation, with its principal place of business located at 3423
<br />Piedmont Rd. NE, Atlanta, GA 30305 ("Company"), and the Customer listed above (referred to as the "Customer") (collectively
<br />referred to as the "Parties"). This Agreement includes and incorporates the above Order Form, the Terms and Conditions below,
<br />and Exhibits A - C attached hereto.
<br />TERMS AND CONDITIONS
<br />1. DEFINITIONS.
<br />a. "Authorized User" or "User" means those individuals designated and authorized by the Customer to use one of the purchased
<br />subscriptions to access the Software and Services, using his or her login credentials (email address and password), which may
<br />only be used by 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 famished before or after
<br />the Effective Date of this Agreement, including, without limitation, information related to pricing, products, services, security,
<br />and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales, costs,
<br />liabilities, markets, strategies, concepts, methods or employees, that is not generally ascertainable from public or published
<br />information or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared by
<br />Discloser based on such Confidential Information.
<br />c. "Customer Data" means all non-public information or data that is inputted into the Customer's Portal by the Customer or the
<br />Customer's end users.
<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. Documentation requiring a Usemame and Password to access, is considered Company's Confidential
<br />Information.
<br />e. "Effective Date" means the date stated above. If the date is left blank, then the Effective Date shall be the last signature date
<br />on the Signature Page.
<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 `Tortal").
<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 />
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