2022-631-E-County Mgr-AssetWorks-Appraisals & Software Access

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AssetWorks Complete Property Appraisal Solution Orange County, NC 19 7.1 The SaaS includes a target scheduled availability of ninety‐nine percent (99%) (exclusive of scheduled maintenance or any downtime attributable to Client or third parties, or for which AssetWorks is not responsible including, but not limited to interruptions and delays inherent in internet communications). 7.2 AssetWorks will use commercially reasonable efforts to ensure that the web pages generated with the SaaS will be served (i.e. delivered from AssetWorks’ internal network or that of its internet service provider) promptly regardless of the level of traffic to AssetWorks’ servers, subject to outages, communication and data flow failures, interruptions and delays inherent in internet communications. Client acknowledges that problems with the internet, equipment, software and network failures, impairments or congestion, or the configuration of Client’s computer systems, may prevent, interrupt or delay Client’s access to the SaaS or data stored within the SaaS. AssetWorks is not liable for any delays, interruptions, suspensions, or unavailability of the SaaS or the data stored within the SaaS beyond AssetWorks’ control, attributable to problems with the internet or the configuration of Client’s computer systems. 7.3 Client acknowledges that the SaaS is intended to perform with, and AssetWorks provides the SaaS based upon, the system requirements specified in the Documentation or instructions provided by AssetWorks to Client, as those may be updated by AssetWorks from time to time. AssetWorks has no liability for failure of the SaaS based upon Client’s failure to comply with such system requirements. 8. Data. 8.1 Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates third party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of the SaaS. 8.2 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of applicable data protection laws to the extent it applies to each of them. Accordingly, AssetWorks agrees that it shall: only process Client’s personal data in order to provide the SaaS or in accordance with any lawful instructions reasonably given by Client from time to time; (ii) implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental destruction or loss; and (iii) as soon as reasonably practicable, refer to Client any requests, notices, or other communication from data subjects, data protection, or other law enforcement authority, for Client to resolve. 8.3 AssetWorks shall notify Client as soon as reasonably possible upon discovery of any data security incident impacting Client Data. AssetWorks shall not be responsible for any loss or damage to Client Data to the extent that such loss or damage was caused by Client or a third party. 9. Representations and Warranties. 9.1 General Warranty. Each party represents and warrants: (i) it has the full power and authority to enter into this Agreement; (ii) its execution and performance of this Agreement have been duly authorized by all necessary corporate action on behalf of such party; and (iii) the person signing this Agreement on behalf of such party has the full authority to do so. 9.2 Limited Warranty. AssetWorks warrants the SaaS will conform in all material respects to the Documentation. The conditions and warranties set forth in this Agreement will not apply if: (i) the SaaS is not used DocuSign Envelope ID: 02EEC888-C962-4FC9-A4CA-BF568439A052