Orange County NC Website
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form <br /> <br />5 <br /> <br />(i) If the other Party ceases to do business, or otherwise terminates its business operations, except as a result of an <br />assignment permitted under this Agreement; <br />(ii) If the other Party materially breaches any material provision of this Agreement and fails to substantially cure the breach <br />within ten (10) business days of receipt of written notice describing the breach; or <br />(iii) If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors <br />arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and <br />not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other <br />Party. <br />c. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Company’s website portal and <br />provide the Customer with a final extract of the Customer Data via the Secure File Transfer Protocol (SFTP), within a <br />reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the Customer <br />Data will be provided without charge and without any conditions or contingencies whatsoever (including but not limited to the <br />payment of any fees due to Service Provider). <br />Within thirty (30) days from the date of the final extraction and transfer of the Customer Data via the SFTP, the Company shall <br />provide Customer with a Termination of Services and Final Data Destruction Agreement (the “Termination Agreement”), <br />which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached <br />hereto as Exhibit “B”. The Customer acknowledges and agrees that if the Termination Agreement is not executed and returned <br />by the Customer within fifteen (15) days, the Company will follow the default process which provides for final destruction of <br />Customer Data forty-five (45) days after the final extraction and transfer via the SFTP. The Customer acknowledges and agrees <br />that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction. The <br />Company will provide the Customer with a Certification of Data Destruction when the Customer Data has been permanently <br />deleted in accordance with this subsection. This Section shall survive the termination of this Agreement. <br /> <br />7. WARRANTY AND DISCLAIMER <br />a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features, <br />functionality, and operation of the Software as applicable; (b) the Software, as applicable, conforms to the Documentation and <br />is free from defects in material and workmanship; (c) the Software does not contain any viruses or other malicious threats, <br />programs, features, or devices (“Viruses”) that could harm Customer, and Company uses commercially reasonable efforts to <br />prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the <br />Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and <br />workmanlike manner. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance <br />or for unscheduled emergency maintenance, or because of other causes beyond Company’s reasonable control, but Company <br />shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. <br />b. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected <br />to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or <br />organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of <br />Customer Data, Company shall, as applicable: (i) notify Customer as soon as practicable but no later than twenty-four (24) <br />hours of becoming aware of such occurrence; (ii) cooperate with Customer in investigating the occurrence, including making <br />available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as <br />otherwise required by Customer; and (iii) in the case of Personally Identifiable Information (PII), at Customer’s sole election, <br />notify the individuals whose PII was compromised as soon as practicable but no later than is required to comply with applicable <br />law, or, in the absence of any legal requirement, within five (5) calendar days of the occurrence; and/or (iv) perform or take <br />any other actions required to comply with applicable State law as a result of the occurrence. <br /> <br />c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT <br />PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COMPANY <br />DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED <br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT <br />WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES <br />AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND SERVICES. THE LIMITED <br />DocuSign Envelope ID: 6F63C4B7-5267-4E60-BA02-25D6B13BE7C6