2024-159-E-Child Support Svc-Northwoods Consulting Partners- Child Support Services

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| SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement (hereinafter referred to as “Agreement” or “SaaS Agreement”) is made and entered when fully executed by signatures of both parties (“Effective Date”) by and between Northwoods Consulting Partners, Inc., an Ohio corporation registered in North Carolina with its principal offices at 5200 Rings Road, Dublin, Ohio 43017, USA, (hereinafter referred to as “Northwoods”), and Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter referred to as “You” “Your” or “User”). 1) Definitions. As used in this Agreement, the following definitions apply to capitalized terms: a) “Aggregate/Anonymous Data” means: (i) data generated by aggregating Your Data with other data so that the results are non-personally identifiable with respect to You or your customers; and (ii) anonymous learning, logs, and data regarding the use of the Services. b) “Application” means the application program Traverse, with the functionality described in the Documentation, including modifications, revisions, upgrades, updates, and enhancements, if any. c) “Charges” means the amounts to be paid by You for the right to use any of the app licable Application, Software, Services and/or hardware or other Third Party Products under the terms of this Agreement. The Charges are described in Attachment A and the payment schedule for these Charges are defined in Schedule A1. d) “Documentation” means Northwoods’ and any Third Party electronic user guides, documentation, and help and training materials, as updated from time to time. e) “Monthly Active User” or “MAU” means the number of individuals who are authorized by Northwoods to access and login to the Application at least once in a calendar month based upon the terms of the particular subscription plan or pricing tier paid to Northwoods, as further specified in Attachment A. f) “Northwoods Software” means the Application, as well as any other proprietary, Northwoods-branded, computer programs, in object code form, and their associated documentation. Attachment A lists separately the various modules and quantities (where applicable) of Northwoods Software made available to You. g) “Service Level Agreement” or “SLA” defines the terms under which the Software will be available to You, as defined in Schedule C1. h) “Services” means the professional services that are ordered by and paid by You. i) “Software” means collectively the Application, Northwoods Software, and any Third Party Products. j) “Statement of Work” means the detailed work plan for the initial implementation, attached hereto as Attachment D. k) “Subscription Date” means ninety (90) days after Effective Date. l) “Support Services” means the support services to be p rovided by Northwoods in accordance with Attachment C. m) “Third Party Products” means any product or software program acquired by Northwoods from an outside vendor on Your behalf under the terms of this Agreement. n) “Your Data” means electronic data and information submitted by You or for You to the Services or collected and processed by or for You using the Services. o) “Your Database” means a collection of data records that are maintained as a single logical area that is used, accessed, or acted upon by You. 2) Northwoods’ Responsibilities. Northwoods will (i) make the Software available to You pursuant to this Agreement; (ii) provide Services for the initial implementation of this project, as described more fully in Attachment D; and (iii) provide our Support Services to You, as described more fully in Attachment C. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22