ORDER FORM
Customer Information
Account Name: City of Anaheim, California (Portal
#171) Renewal Service Term: 02/14/2026 – 01/13/2027
Address: 201 S. Anaheim Blvd., Suite 100, Anaheim, CA 92805
Billing Contact Name & Title:
Phone:
Email:
Alternate Contact Name & Title: Phone:
Email:
PURCHASE SUMMARY
Annual Subscription Fees Unit Price Quantity* Annual Total User Subscription Fee for One Year $2,256.00 15 $33,840.00
Services Included:
• Hosted Software to Administer Program(s)
• Client Success Manager
• Technical Support (Monday – Friday: 8:00 a.m. to 8:00 p.m. EST) • Hosting/Security in Microsoft Tier IV Data Center
• Data Storage, Backup, and Recovery
One-Time Fees Unit Price Quantity One-Time Total
Implementation of Program(s) (listed below) $4,000.00 0 $0.00
Services include System Configuration, Program Design, and Administrator Training for the following programs:
1. TBD
Subtotals
Annual Fees Subtotal: $33,840.00
One-Time Fees Subtotal: $0.00
TOTAL: $33,840.00
*A minimum of three (3) users is required to maintain a portal.
RATES FOR RENEWAL TERMS
Description 2027 - 2028 2028 - 2029 2029 - 2030 2030 - 2031 RATE $2,376.00 $2,616.00 $2,880.00 $3,168.00
Benevate, LLC - SAAS Subscription & Services Agreement
2 TOTAL: $35,640.00
$39,240.00
$43,200.00
$47,520.00
SAAS SUBSCRIPTION AND SERVICES AGREEMENT
This SaaS Subscription and Services Agreement (“Agreement”) is entered into on this ____ day of _________ 2025 (the “Effective Date”) between Benevate, LLC, with its principal place of business located at 3423 Piedmont Rd. NE, Atlanta, GA 30305 (“Company”), and the Customer listed above (referred to as the “Customer”) (collectively referred to as the “Parties”). This Agreement includes and incorporates the above Order Form, the Terms and Conditions below, and Exhibit A attached hereto.
TERMS AND CONDITIONS
1. DEFINITIONS
a. “Add-On Services” refers to optional, productized modules or third -party integrated services purchased by the Customer in addition to the base Software subscription. Add -On Services are standardized offerings and are not customized for any specific Customer . Examples include, but are not limited to, address -verification tools (e.g., Smarty), payment-processing integrations, IDIS Module + HUD Sync Subscription, advanced workflow modules, and similar feature-based enhancements. Add-On Services are billed according to the pricing terms set forth in the applicable Order Form.
b. “Confidential Information” means all information, in any form, that either Party discloses (“Discloser”) to the other (“Recipient”) relating to the business of Discloser, whether furnished before or after the Effective Date of this Agreement, including, wi thout limitation, information related to pricing, products, services, security, and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales, costs, liabilities, markets, strategies, concepts, methods or employees, that is not generally ascertainable from public or published inf ormation or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared by Discloser based on such Confidential Information. c. “Customer Data” means all non -public information or data that is inputted into the Customer’s Portal by the Customer or the Customer’s end users.
d. “Documentation” means the applicable training materials, user guides, publicly available marketing and/or proposal materials, and other similar information, or other documents disseminated under or governed by confidentiality obligations which pertain to the Software or Services provided by Company, which may be updated by Company at any time without notice to include information about new features and incorporate feedback to help Company’s customers understand how to use the Software and Services. Documentation accessible to Subscription Users through the Portal, requiring a Username and Password, is considered Company’s Confidential Information. e. “Effective Date” means the date stated abo ve. If the date is left blank, then the Effective Date shall be the last signature date on the Signature Page.
f. “Order” or “Order Form” means a transaction document identifying the services ordered by the Customer, the associated fees, and commercial details applicable to the order. g. “Portal” means the individual instance created within Neighborly Software to administer program(s) as specified in the Order Form.
h. “Professional Services” refers to non -standard, fee-based services that are outside the scope of the Company’s standard Software, Services, or Add-On Services offerings. These services may be billed on a time -and-materials or fixed-fee basis and may, depending on the nature of the engagement, be documented in a Statement of Work or Addendum. Examples of Professional Services include:
• Hourly consulting or professional development services • Power BI report development or other analytics work
• Data migration services beyond standard import templates Benevate, LLC - SAAS Subscription & Services Agreement
3 • Custom integrations or one-off configurations not included in Add-On Services
i. “Services” means the standard onboarding and any purchased implementation services, as well as hosting, technical support, security, data storage, and subscription access to the Software. “Services” also include any Add -On Services purchased by the Customer.
j. “Software” means the proprietary web-based products referred to as Neighborly Software, including, but not limited to, the source code, object code or underlying structure, ideas, know -how or algorithms , documentation, or data related to the Services provided by Company, or its licensors identified on an Order Form and subsequently made available to Customer by Company in accordance with an Order Form or this Agreement. k. “Subscription User” or “User” means those individuals designated and authorized by the Customer to use one of the purchased subscriptions to access the Software available through a specified Portal, using his or her login credentials (email address and password), which may only be used by that single, named user.
2. SOFTWARE AND SERVICES
a. Access to Software. During the Term of this Agreement, Customer will have subscription access to, and use of, the Software, as described in detail in the Order, by enabling a Portal(s) for Customer to access through a web browser for the number of Subscription Users identified in the Order. b. Scope of Services. The Services to be provided by Company under this Agreement are explicitly outlined in the definitions above and/or in any accompanying Order Form. Any work, deliverables, or tasks outside the scope defined herein will not be performed unless mutually agreed upon in writing by both parties. c. Non-Standard or Customized Services. This Agreement does not contemplate any customized products, services, work-for-hire, or code developed exclusively for Customer that would result in ownership rights for the Customer.
If the Parties agree that Company shall provide such non -standard Professional Services, the description of the services and applicable ownership rights with respect to such non -standard Professional Services will be set forth in a separately executed Professional Services Agreement. d. Software Updates and Maintenance. Company will make available to Customer all updates and any documentation for such updates to the Services. Company will use commercially reasonable efforts to ensure that (i) new features or enhancements to existing features are synchronized with the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. General maintenance of the system is completed on a regular basis to ensure optimal performance of the Services. e. Service Levels and Support. Company will use commercially reasonable efforts to maintain Service Availability at a minimum level of 99.5% and will provide Support Services, in each case as described in the Service Level Terms attached as Exhibit “A.”
f. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States.
g. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the Customer Data and for an orderly and timely recovery. Company shall maintain a contemporaneous backup of Customer Data that can be recovered within a reasonable period of time.
3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES
a. Customer Acknowledgements. Customer acknowledges and agrees that: (i) Customer and its authorized Subscription Users will access the Software solely for legitimate and lawful purposes; (ii) Customer is responsible for ensuring that all Subscription Users comply with this Agreement and any end -user terms applicable to use of the Software; (iii) Customer is responsible for the accuracy, quality, legality, and acquisition of all data (“Customer Data”) entered into or transmitted through the Software; and (iv) Customer remains solely responsible for all Benevate, LLC - SAAS Subscription & Services Agreement
4 program design, eligibility criteria, policy decisions, and administration of its programs. The Software is a tool that supports Customer’s operations and does not replace Customer’s independent compliance obligations. b. Restrictions and Use of Software. Customer will not, directly or indirectly, and will not permit any third party to:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know -how, or algorithms relevant to the Software or any related documentation; (ii) modify, translate, adapt, or create derivative works of the Software; (iii) copy the Software or any part, feature, function, user interface, or service thereof, except as e xpressly permitted herein; (iv) access the Software or any content in order to build a competitive product or service; (v) use the Software to store or transmit infringing, libelous, unlawful, or tortious material, or material that violates the rights or privacy of any third party; (vi) interfere with or disrupt the security, integrity, availability, or performance of the Software; (vii) attempt to gain unauthorized access to the Software or related systems or networks; or (viii) copy, reproduce, or distrib ute any portion of the Software or service (excluding Customer Data) without Company’s prior written consent. c. Automated Access Prohibited. Except as expressly authorized in writing by Company, Customer shall not, and shall not permit any third party to, access or use the Software through any automated means, including but not limited to bots, scripts, scrapers, or artificial intelligence agents, whether for data extraction, model training, monitoring, or any other purpose. Customer shall ensure that all access to the Software is initiated and performed solely by human end users using a supported web browser or Company-approved application programming interface (API). d. Compliance with Laws and Regulations. Customer represents, covenants, and warrants that Customer will use the Software in compliance with all applicable laws and regulations. Customer hereby agrees to hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an Customer’s alleged violation of the foregoing.
e. Login Credentials and Subscription User Security. Each Subscription User must have unique login credentials (username and password ) and is prohibited from sharing login credentials or allowing others to use their login credentials to access the Software. The authorized number of Subscription Users is specified in the Order or as otherwise requested and approved in writing during the Term. Customer must notify Company immediately if it becomes aware of any lost, stolen, or compromised login credentials, or a ny actual or suspected security breach involving such credentials. Customer is responsible for the management, actions, and activities of its Subscription Users and must promptly inform Company of any changes to user status, including when access should be modified or deactivated. Company is not liable for any claims, damages, or losses resulting from the actions, omissions, or misuse of the Software by Subscription Users, including unauthorized access or other conduct. f. Customer Systems. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to access the Software.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents, may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and agents shal l, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose of performing its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this Agreement, any Confidential Information of the Discloser, without the Discloser’s prior written consent. Recipient will have appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at least the same stand ard of care it would use with its own confidential information, but in no event shall Recipient use less than reasonable care in protecting such Confidential Information.
Benevate, LLC - SAAS Subscription & Services Agreement
5 b. Mandatory Disclosures. In the event that Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to appear and object prior to Recipient’s compliance with requested disclosure. The written notice shall provide Discloser with sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient shall produce only such Confidential Information as is required by the court order or governmental action.
c. Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing.
e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de -identified form i n connection with its business.
5. PAYMENT OF FEES
a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the fees will be sent to the Customer following the Effective Date . All invoices are due within thirty (30) days from the date of the invoice. The Annual Per User Subscription Fee will be invoiced at the rates stated in the Order Form for the Initial Service Term and the subsequent Renewal Terms. Notwithstanding anything to the contrary in this Agreement, the term of this Agreement shall not extend beyond January 31, 2031. Any automatic renewal provisions shall apply only through January 31, 2031, at which time this Agreement shall terminate automatically with no further renewals unless expressly extended by written agreement approved by City Council. b. Suspension of Service for Late Payments . If the Customer fails to pay any invoice in full within thirty (30) days from the due date, the Company shall have the right to suspend the Services until payment is received. Suspension of Services in accordance with this subsection shall not be deemed a breach of this Agreement. c. One-Time Fees. All one-time fees (including new programs) will be charged at the Company’s current rates at the time the service is requested.
d. Additional Implementation Fees. Implementation fees are based on a mutually agreeable Implementation Schedule (based on the number of programs purchased). Customer agrees to allocate the time and personnel necessary to complete implementation during this period. Unless the Parties agree to an alternative schedule, in writing, implementations extending beyond the allocated time will be subject to a weekly charge of $1,000.00 per additional week.
e. Annual Commitment and Renewal Adjustments. Subscriptions are billed annually based on the number of Subscription Users designated at the start of the annual term. The total number of Subscription Users cannot be reduced during the current annual term, and no refunds or credits will be issued for deactivated or unused users.
Customer may decrease the total number of Subscription Users only at the time of annual renewal, and any such reduction will apply to the upcoming annual term.
f. Adding and Swapping Users. Customers may:
(i) Add Subscription Users at any time during the Term, with fees prorated for the remainder of the annual term.
Benevate, LLC - SAAS Subscription & Services Agreement
6 (ii) Swap one Subscription User for another at any time, provided the total number of users remains unchanged.
Swap requests must be submitted in writing, and access for the replacement user will be provided promptly after receipt.
g. Renewal Subscription Fee Increases. Subscription fees shall increase only as expressly set forth in the Order Form under the section labeled “Rates for Renewal Terms.” All other recurring fees (including, but not limited to, IDIS, Data Warehouse, and similar add-on services) are not subject to the fixed increase and instead will be based on the Company’s then-current pricing. The Company reserves the right to adjust such fees listed in the Order Form at the end of the Initial Service Term or any subsequent renewal t erm. Notice of any fee adjustment will be provided to the Customer via invoice (delivered by e-mail) at least sixty (60) days prior to the end of the applicable term. h. Taxes. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt entity, you agree to provide Company with a tax-exempt certificate. Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will reimburse Company for such taxes (this excludes Company’s income taxes, both federal and state, as applicable, arising from Company’s performance of this Agreement).
i. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer’s obligation to pay under this A greement is contingent upon Customer’s annual appropriation of funds for such purpose, and the non-appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations hereunder, as of the last day for which funds have been appropriated.
The Customer shall immediately notify the Company in writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this Agreement.
6. TERM AND TERMINATION
a. Term and Automatic Renewal. Subject to earlier termination as provided below, th e term of the Agreement shall commence on the Effective Date and shall cover the Initial Service Term as specified in the Order Form and shall automatically renew for additional one (1) year periods following the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then -current term; provided, however, that the Term shall not extend beyond January 31, 2031. Any extension or renewal beyond January 31, 2031, shall require separate writt en agreement and approval by the City Council, and absent such approval, the Agreement shall terminate automatically with no further renewals. Termination for Cause. Either party may terminate this Agreement if the other party:
(i) commits a material breach and fails to remedy that breach within fifteen (15) days from receiving written notice of the breach; or
(ii) becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other party and is not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other party.
b. Termination Procedures. Upon termination for any reason, the Parties shall proceed with the following procedures:
(i) Company will immediately disable access to the applicable Portal; (ii) Customer will provide contact information necessary to facilitate the return of the Customer Data within thirty (30) days following termination; (iii) Company shall return the Customer Data via the Secure File Transfer Protocol promptly upon receipt of necessary information from Customer to facilitate the return; and (iv) Customer Data will be deleted sixty (60) days from the date that the Customer Data is returned. If Customer fails to cooperate in facilitating the return of the Customer Data, Company reserves the right to delete the Customer Data ninety (90) days after the termination of the Agreement. Customer is solely responsible for ensuring that the Customer Data is downloaded, stored, and reviewed. Customer acknowledges and agrees that Company has no obligations whatsoever with regard to the Customer Data following Benevate, LLC - SAAS Subscription & Services Agreement
7 the final destruction. Upon request, Company will provide Customer with a Certification of Data Destruction. This Section shall survive the termination of this Agreement.
c. Optional Data Retention. If Customer desires for Company to retain the Customer Data beyond sixty (60) days from the date of the final extraction, Customer must make that request, in writing (via email), and receive an acknowledgement of said request. Requests that do not receive an acknowledgement or requests that are made after the sixty (60) day window are not considered valid. The minimum cost for continued data retention is $6,000.00 for six (6) months.
d.
7. WARRANTY AND DISCLAIMER
a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features, functionality, and operation of the Software as applicable; (b) the Software, as applicable, materially conforms to the Documentation and is free from material defects in workmanship; (c) the Software does not contain any viruses or other malicious threats, programs, features, or devices (“Viruses”) that could harm Customer , and Company uses commercially reasonable efforts to prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. Notwithsta nding the foregoing, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. b. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR -
FREE OR UNINTERRUPTED OR GUARANTEE THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY THE COMPANY.
8. DATA SECURITY BREACH NOTIFICATION AND RESPONSE
The Company maintains appropriate technical and organizational measures to protect Customer Data from accidental loss, unauthorized access, use, alteration, or disclosure. In the event of any compromise or suspected compromise of the security, confidential ity, or integrity of Customer Data, or of the physical, technical, administrative, or organizational safeguards related to its protection, the Company shall, as applicable: (i) notify the Customer as soon as practicable, but no later than forty -eight (48) hours after becoming aware of the occurrence; (ii) cooperate with the Customer in investigating the occurrence, including providing access to relevant, existing documentation and information necessary to meet applicable legal or regulatory obligations; and (iii) take commercially reasonable steps to mitigate the effects of the incident and comply with applicable legal obligations.
9. INDEMNITY
a. Company will indemnify, defend, and hold harmless the Customer against all claims, suits and actions asserted by an unaffiliated third-party against the Customer for liabilities, damages and costs, including reasonable attorneys’ fees, incurred in the defense of any claim brought against Customer alleging that the Software infringes or misappropriates a third -party’s U.S. registered paten t right, trademark, or copyright (an “Infringement Claim”) .
Company’s indemnity obligation under this section shall not extend to claims that arise from any of the following:
(1) Any unauthorized modification of the Software by Customer where the Software would not be infringing without such modifications.
Benevate, LLC - SAAS Subscription & Services Agreement
8 (2) Customized portions of the Software designed in accordance with written specifications provided by Customer where the Software would not be infringing but for Company ’s compliance with such written specifications. (3) The combined use by Customer of the Software with other components, products, or services not provided by Company where the Software would not be infringing but for such combination. (4) Workflows, analytic applications, algorithms, or other applications or programming built by Customer or created by or on behalf of Customer without Company’s approval.
b. The indemnification obligations set forth in this Section are subject to the following conditions:
(1) Customer provides Company with prompt written notice of any Infringement Claim; (2) Company is permitted to assume sole control over the defense and settlement of the Infringement Claim; (3) Customer provides reasonable cooperation and assistance in the defense of such claim, at Company’s expense. (4) Customer does not settle or compromise any Infringement Claim without the prior written consent of Company.
c. If the Software becomes, or in Company’s reasonable opinion is likely to become, the subject of an Infringement Claim, Company may, at its sole option and expense: (i) obtain the right for Customer to continue using the Software; (ii) replace or modify the Software to make it non -infringing while maintaining substantially similar functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate Customer’s license to the affected Software and refund any prepaid, unused fees for the remaining subscription term.
d. The Company’s total liability under this Section shall not exceed the limits of insurance coverage required to be maintained under this Agreement.
10. LIMITATION OF LIABILITY
a. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY RESULTING FROM (1) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (2) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (3) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, IN NO
EVENT SHALL EITHER PARTY B E RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED, TO
LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE
OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE. b. EXCEPT FOR LIABILITY RESULTING FROM (1) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (2) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (3) A PARTY’S WILLFUL
MISCONDUCT OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY
EXCEED THE GREATEST AMOUNT OF THE FEES PAID OR OWED BY EITHER PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS HEREIN.
c. The Parties shall have an affirmative obligation to mitigate their respective losses (howsoever arising) recoverable from the other Party under or in connection with this Agreement.
11. INSURANCE
During the course of performing its duties under this Agreement, Company agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $2,000,000 in aggregate and $1,000,000 each occurrence ; (b) Professional Liability (E&O) of at least $5,000,000; (c) Cyber Liability of at least $5,000,000; (d) Commercial Auto Insurance for Hired and Non-Owned vehicles of at least $1,000,000; and (e) Workers Compensation complying with Benevate, LLC - SAAS Subscription & Services Agreement
9 applicable statutory requirements. Company will provide Customer with copies of certificates of insurance upon Customer’s written request.
12. DISPUTE RESOLUTION
With the exception of actions for injunctive relief for actions arising under the Confidentiality provisions of Section 4 of this Agreement, the Parties intend that any and every dispute by and between them, including but not limited to any dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, be resolved first by resorting to mediation, to be conducted in a mutually agreeable location in accordance with the laws of the State of Delaware.
13. NOTICE
All notices required or permitted under this Agreement shall be in writing and deemed given: (i) when delivered personally or by nationally recognized overnight courier; (ii) when sent by email; or (iii) forty -eight (48) hours after deposit in the U.S. mai l, certified or registered, postage prepaid. Email is the preferred method of notice. Each Party shall provide notice to the other of any change in address, email address, or designated recipient. Unless otherwise updated in accordance with this Section, notices shall be sent to the following addresses:
For the Company:
Jason Rusnak, President
3423 Piedmont Rd, NE
Atlanta, GA 30305
Phone: 703-864-7231
Email: [email protected]
Sarah Bohentin
Email: [email protected]
For the Customer:
Name:
Address
Phone:
Email:
14. MISCELLANEOUS
a. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
b. Waivers. No waiver of any provision of this Agreement or consent to any action shall constitute a waiver of any other provision of this Agreement or consent to any other action. No waiver or consent shall constitute a continuing waiver or consent or commit a Party to provide a future waiver. Any provision of this Agreement may be waived only with the written consent of the Parties.
c. Permissible Use. Company is permitted to use the Customer’s name and logo solely for marketing or promoting the provided services subject to terms and conditions of this Agreement. d. Entire Agreement & Amendments. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
Benevate, LLC - SAAS Subscription & Services Agreement
10 e. Assignment. This Agreement is not assignable, transferable, or sub -licensable by either Party without the other Parties prior written consent, except as such assignment, transfer or sublicense is in connection with a merger, acquisition, or similar change of control event.
f. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Parties do not have any authority of any kind to bind the other Party in any respect whatsoever. g. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosio ns, pandemics, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
Upon an occurrence of an event of force majeure, Company cannot ensure uninterrupted or error free service or access to the Software or Services and there may be periods where access is delayed, limited or unavailable.
Company shall use commercially reasonable efforts to provide the Software or Services to Customer in accordance with its Business Continuity and Disaster Recovery Plan a copy of which will be provided upon written request. h. Applicable Law. This Agreement, and all matters arising out of or relating to it, including any disputes, claims, or causes of action, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS Benevate, LLC - SAAS Subscription & Services Agreement
11 SIGNATURE PAGE
BENEVATE, LLC CUSTOMER
By: By:
Name: J. Jason Rusnak Name:
Title: President, Benevate, LLC Title:
Date: _________________________________ Date:_____________________________________
Benevate, LLC - SAAS Subscription & Services Agreement
12 EXHIBIT A
Service Level Terms
This Exhibit A outlines the Company’s commitments regarding Support Services, problem resolution, and Service Availability for the Software. Company may update these Service Level Terms from time to time to reflect improvements, clarifications, or changes in its standard practices; provided, however, that no such update will materially reduce the overall commitments made to Customer. Company wi ll provide Customer with written notice (which may include electronic notice) of any such updates.
1. Definitions.
a. “Scheduled Downtime” means planned maintenance windows during which the Software or Services are unavailable. Scheduled Downtime is excluded from the Service Availability calculation.
b. “Service Availability” means the percentage of total time in a calendar month that the Software is available for use, excluding any Scheduled Downtime and the exclusions set forth in Section 6.
c. “Support Services” means technical support provided by Company personnel to Customer’s designated administrators for issue resolution, bug reporting, and related technical assistance.
d. “Update” means any error correction, bug fix, patch, enhancement, improvement, update, upgrade, new release, or other modification to the Software or Services provided by Company under the Agreement, including any updates required to maintain compliance with applicable law.
2. Service Availability.
a. Service Availability Commitment. Company will use commercially reasonable efforts to maintain availability of the Software at 99.5% uptime, measured monthly. b. Scheduled Maintenance. Updates and maintenance will ordinarily be performed outside of Support Hours.
Notification may not be provided unless downtime is expected. If major Updates must occur during Support Hours due to necessity, Company will provide notice to Customer as soon as reasonably practicable.
3. Support Services.
a. Availability. Support Services are available during Support Hours, defined as 8:00 a.m. to 8:00 p.m. ET, Monday through Friday, excluding Company Holidays.
b. Procedure. Customer may initiate a support request through Company’s designated support channels. Each request must include sufficient details regarding the issue to enable Company to assess and respond.
Company will use commercially reasonable efforts to respond to all support requests in accordance with Section 4 (Issue Resolution).
c. Conditions for Providing Support. Company’s obligation to provide Support Services is conditioned on Customer: (i) providing all information reasonably necessary to identify and reproduce the issue (including error messages, logs, and steps to recreate the problem, as applicable); and (ii) making available appropriate Customer personnel to assist in troubleshooting, particularly where the issue relates to Customer’s specific configurations.
Benevate, LLC - SAAS Subscription & Services Agreement
13 4. Issue Resolution. Company will use commercially reasonable efforts to respond to support issues in accordance with the severity levels below.
Severity Level Description Response Metric
Level 1
(Critical)
Issue renders the Software unavailable or unusable, resulting in a complete loss of business operations with no available workaround.
Response within 1 business
hour of notification. Telephone
escalation required.
Level 2
(High)
A major functionality of the Software is significantly impaired or unavailable. The Software remains operational but important features are not usable, and no reasonable workaround exists.
Response within 4 business
hours of notification.
Level 3
(Medium)
Issue does not significantly impact the operation of the Software, or a reasonable workaround exists.
Response within 8 business
hours of notification.
Level 4
(Low)
General inquiries or minor issues that do not materially impact normal operations.
Response within 2 business
days.
5. Remedies. If Customer reasonably believes that Company has failed to achieve its Service Availability commitment in any given calendar month, Customer must (i) have reported the issue with Service Availability during the month in which it occurred, and (ii) submit a written request for a Service Availability report within ten (10) days after the end of such month. Upon receipt of a timely request, Company will provide a report detailing its actual Service Availability performance for the applicable month.
If the report confirms that Company failed to meet the Service Availability commitment, Customer’s sole and exclusive remedy shall be a service credit applied against future Subscription Fees, calculated as follows:
Monthly Uptime Percentage Service Credit
< 99.5% ≥ 99.0% 5% of prorated Subscription Fees for 1 month < 99.0% ≥ 98.0% 10% of prorated Subscription Fees for 1 month < 98.0% ≥ 95.0% 25% of prorated Subscription Fees for 1 month < 95.0% 50% of prorated Subscription Fees for 1 month
6. Exclusions. The Service Availability calculation expressly excludes, and Company shall have no liability for, any lack of availability or performance issues resulting from: (1) Scheduled Downtime; (2) a Force Majeure event; (3) Customer’s misuse, negligence, misconduc t, or failure to pay Fees when due; (4) issues arising from Customer’s equipment, connectivity, or unsupported environments, including user desktops or browsers; (5) third-party hardware, software, or services not provided or controlled by Company; (6) any unavailability, latency, or performance issues related to Add -On Services or third -party integrated services; or (7) any other causes beyond Company’s reasonable control.