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Customer:Orange County, NC ReC211341755
<br />(c)ReCollect shall keep confidential all Personal Information and will not disclose Personal Information
<br />to third parties (which for clarity does not include its employees and agents,to the extent such
<br />persons require such Personal Information for the purpose of ReCollect's provision of the ReCollect
<br />Services), except as may be required by Law.
<br />7.2.4.ReCollect will notify the Customer at the first reasonable opportunity,and in any event within 24 hours of
<br />becoming aware that any Personal Information has been stolen, lost, or accessed by unauthorized persons.
<br />7.2.5.ReCollect shall ensure its servers are monitored at all times,and take immediate remedial action if its
<br />servers are down or use of the Services is otherwise unavailable.
<br />7.2.6.ReCollect shall grant the Customer one month of free service should the Services experience downtime of
<br />more than 10 hours in a month,other than planned downtime for reasons of maintenance.ReCollect shall
<br />give the Customer 72 hours'notice in advance to any planned downtime,and such downtime will be
<br />scheduled during off-peak times of the week, no more than 8 hours per month.
<br />7.2.7.Upon the Customer’s request,ReCollect will immediately suspend or disable general access or the access
<br />of any specific persons to the Services,and,upon the Customer’s request,restore such access.During the
<br />Term,and except as otherwise provided in this Agreement,ReCollect shall not suspend,disable,or restore
<br />such access without the Customer’s consent.
<br />7.2.8.Within 10 Business Days of the termination of this Agreement,ReCollect shall provide the Customer a copy
<br />of all Personal Information and written confirmation of the deletion of all Personal Information from all
<br />servers under its control.
<br />7.3.Customer's Obligations
<br />7.3.1.The Customer shall not Handle Personal Information except in compliance with applicable privacy Laws.
<br />The Customer is solely responsible for the use of Personal Information and the ReCollect Platform by its
<br />Representatives,and shall ensure that all such persons comply with applicable Laws,including applicable
<br />privacy Laws, regarding the Handling of Personal Information.
<br />7.3.2.The Customer shall take all reasonable measures to ensure that the ReCollect Platform is protected against
<br />use or access by unauthorized persons.
<br />7.3.3.The Customer shall notify ReCollect at the first reasonable opportunity,and in any event within 24 hours if it
<br />becomes aware that any Personal Information accessible through the ReCollect Platform is stolen,lost,or
<br />accessed by unauthorized persons.
<br />7.3.4.The Customer will not use the ReCollect Platform to store or transmit (i)unauthorized,infringing,libelous,or
<br />otherwise unlawful or tortious material,(ii)material in violation of third-party privacy rights,or (iii)code,files,
<br />scripts,agents or programs intended to do harm,including,for example,computer viruses or malware.
<br />Customer acknowledges that the ReCollect Platform is a passive conduit for the transmission of Customer
<br />Content and ReCollect shall have no liability for any errors or omissions or for any material described in
<br />clauses (i)through (iii)of the previous sentence,or for any losses,Damages,claims,suits or other Actions
<br />arising out of or in connection with any Customer Content sent,accessed,posted or otherwise transmitted
<br />via the ReCollect Platform.
<br />7.3.5.The Customer's access to the ReCollect Platform is subject to ReCollect's reasonable rules and restrictions
<br />in effect from time to time.ReCollect will provide the Customer notice in writing of any such rules and
<br />restrictions or changes thereto.
<br />7.4.Data Backup.ReCollect regularly backs up Customer Data provided to ReCollect,including work product generated
<br />by ReCollect,in accordance with industry standard practices,for use in connection with the Services.Such backups
<br />are retained for the purpose of continuity in provision of the Services and will be maintained and replaced from time to
<br />time pursuant to ReCollect’s data retention policies.For clarity,the Services are not intended to be a substitute for
<br />Customer keeping regular data backups or redundant data archives of Customer Data provided to ReCollect (for
<br />example route data and GIS data)for Customer ’s other purposes.ReCollect’s obligations in relation to data backups
<br />are limited to using commercially reasonable efforts to maintain backups for use in connection with the Services.
<br />ReCollect will have no obligation or liability any loss,alteration,destruction,damage,corruption or recovery of
<br />Customer Data.
<br />8.CONFIDENTIALITY
<br />8.1.Required Disclosure.Each party may disclose this Agreement and the terms hereof if and to the extent required by
<br />law.If permitted by law,the party so required to disclose this Agreement agrees to give the other party prior notice of
<br />any such disclosure.
<br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 7
<br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57
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