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| SOFTWARE AS A SERVICE AGREEMENT
<br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 3
<br />entitled to an exemption from the payment of any taxes, You will promptly provide Northwoods with legally
<br />sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption.
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<br />9) You acknowledge and understand that the output of the Application is not intended to replace human discretion,
<br />decision-making or research, but is to be used as a guidance tool only.
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<br />10) Ownership.
<br />a) Your Data shall be considered confidential information and remains Your sole and exclusive property.
<br />Notwithstanding the foregoing, and subject to Section 11 below, You grant Northwoods a limited, revocable,
<br />royalty-free license to use Your Data only for the purpose of providing and continually improving and refin ing
<br />the Application. The license grant includes a license to store, transmit, maintain, and display Your Data only
<br />to the extent necessary to provide the Application to You.
<br />b) Customizations. Any customization of Northwoods Software specifically for You or a t Your request is owned
<br />by You, with all rights, title, and interest to such customization being assigned to You. For such
<br />customizations, You grant Northwoods a worldwide, non -exclusive, royalty-free, perpetual license to use,
<br />modify, and distribute such customization(s) for its own business purposes and for use with other customers.
<br />c) Aggregate/Anonymous Data. You agree that Northwoods will have the right to generate
<br />Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the Parties agre e that
<br />Northwoods may use Aggregate/Anonymous Data for any business purpose during or after the term of this
<br />Agreement (including without limitation to develop and improve Northwoods’ products and services and to
<br />create and distribute reports and other materials). Northwoods will not distribute Aggregate/Anonymous
<br />Data in a manner that personally identifies You or your customers.
<br />d) Feedback. If You elect to provide any feedback, suggestions, comments, improvements, ideas, or other
<br />information to Northwoods regarding the Northwoods Software (“Feedback”), you acknowledge that the
<br />Feedback is not confidential and you authorize Northwoods to use that Feedback without restriction and
<br />without payment to you. Accordingly, you hereby grant to Northwoods a nonexclusive , royalty-free, fully-
<br />paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner
<br />and for any purpose.
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<br />11) Privacy. You are aware and agree that Northwoods may, as part of the normal operation and support of the
<br />Northwoods Software, collect information related to the use of the Northwoods Software, through tracking and
<br />other technologies. Northwoods does so to gather usage statistics and information about the effectiveness of our
<br />products for the purpose of improving user experience.
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<br />12) Publicity. You authorize Northwoods to identify You as a client, and to use Your name and logo in any of
<br />Northwoods’ mutually agreed to advertising copy, promotional material, and/or press releases.
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<br />13) Termination.
<br />a) If either Party is in default of any of its material obligations hereunder and has not commenced cure within
<br />ten (10) days and effected cure within thirty (30) days of receipt of written notice of default from the other
<br />Party, then this Agreement may be terminated.
<br />b) In the event of termination, You shall be responsible for payment for all outstanding Charges and any Services
<br />rendered by Northwoods through the date of termination.
<br />c) Upon termination of this Agreement for any reason, You shall immediately (i) d iscontinue any and all use of
<br />the Software and Documentation; and (ii) either (A) return the Documentation to Northwoods, or (B) with
<br />the prior permission of Northwoods, destroy the Documentation and certify in writing to Northwoods that
<br />You have completed such destruction. Further, upon termination of this Agreement, Northwoods may
<br />immediately deactivate Your account.
<br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22
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