Orange County NC Website
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form <br /> <br />3 <br /> <br />d. Service Levels. Company will use commercially reasonable efforts to maintain the availability of the Services at a level of <br />99.5%. For further specifications regarding the Service Levels, refer to Service Level Terms attached as Exhibit “A” to this <br />Agreement. <br />e. Technical Support. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00 p.m. EST, <br />Monday - Friday. (“Support Hours”). Customer shall initiate a helpdesk ticket during Support Hours by sending an email to <br />support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within <br />one (1) business day. <br />f. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States. <br />g. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the Customer Data and for an <br />orderly and timely recovery. Company shall maintain a contemporaneous backup of Customer Data that can be recovered <br />within a reasonable period of time. <br /> <br />3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES. <br />a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the <br />source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, <br />documentation, or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the <br />Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); nor (iii) use <br />the Services or any Software for timesharing or service bureau purposes. <br />b. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and <br />regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, <br />settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that <br />arises from an alleged violation of the foregoing. <br />c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access <br />or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, <br />networking, web servers and the like. <br />d. At no time is it permissible for an Authorized User to share their login credentials. The number of Authorized Users licensed <br />hereunder is specified in the Order Form or as formally requested and approved, in writing, during the Term. Customer is solely <br />responsible for maintaining the status of its Authorized Users and the confidentiality of all login credentials and other Portal <br />access information under its control. Customer will notify Company immediately if Portal information is lost, stolen, or <br />disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Portal <br />access information that may have occurred or is likely to occur. <br /> <br />4. CONFIDENTIALITY; PROPRIETARY RIGHTS <br />a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents, <br />may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and <br />agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose of performing <br />its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or <br />otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this <br />Agreement, any Confidential Information of the Discloser, without the Discloser’s prior written consent. Recipient will have <br />appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals <br />as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at <br />least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than <br />reasonable care in protecting such Confidential Information. <br />b. Mandatory Disclosures. In the event that Recipient is required by a binding order of a governmental agency or court of <br />competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the <br />Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to <br />appear and object prior to Recipient’s compliance with requested disclosure. The written notice shall provide Discloser with <br />sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient <br />shall produce only such Confidential Information as is required by the court order or governmental action. <br />DocuSign Envelope ID: 6F63C4B7-5267-4E60-BA02-25D6B13BE7C6