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Home My WebLink About2024-181-E-Housing Dept-Social Solutions Global-CRM Software for Housing [Departmental Use Only] TITLE HOUSING CRM FY 23-24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of February 1, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the “County”) and Social Solutions Global, Inc., (hereinafter, “SSG” or the “Provider”). In the event there is a conflict in the term and conditions in this Agreement and the attached Rider to the Master Services Agreement (collectively “SSG Agreement”) as attached and incorporated by this reference as Exhibit A, the terms and conditions of the SSG Rider to the Master Services Agreement shall govern and control. WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): case management software solution. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): the services and licenses in Exhibit B (“Order Form”) including the Statement of Work (“SOW”) attached to that Order Form. 4. Duration of Services a. Term. The term of this Agreement shall be from April 1, 2024 to March 31, 2025. The parties shall have the option to renew this contract for two additional one-year terms by written consent. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider’s Basic Services shall be April 1, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed included in Exhibit B, Order Form. The maximum amount payable for Basic Services shall not exceed eighty-nine thousand, three hundred dollars and eighty-eight cents ($89,300.88) as outlined in Exhibit B, Order Form. The County may contract, at a later date, for annual maintenance/support in a different agreement. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County’s representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County’s Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney’s fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Optional Annual Out by the County. In addition to all other terminations, including breach of terms, this Agreement may be terminated by the County in the event of loss of funding or appropriation, upon written notice to the Provider prior to start of the next annual term. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF b. Other Termination. The Provider may terminate this Agreement based upon the County’s material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days’ prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF certifies that Provider has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: Bonnie Hammersley Bonterra Tech LLC P.O. Box 8181 10108-2 N. Mopac Expy, Suite 300 Hillsborough, NC 27278 Austin, TX 78759 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Ben Cohen, Chief Revenue Officer DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Social Solutions Global, INC Vendor Contact Person: Scott Collins Phone: 858-322-0021 Address: 10801-2 N MOPAC EXPRESSWAY Suite 400 City: Austin State: Texas Zip: 78759 Department: Housing Amount: 89,300.88 Purpose: CRM Software for Housing Budget Code(s): 61370035-897244-13001 Vendor # 67510 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No x Contract Details Contract Type: X New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/01/2024 End Date 03/01/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority • - BOCC Express Delegation (Agenda Date: ) • - Policy 9.4: Under $5,000; X Service Under $90,000; Construction Under $250,000 • - Budget Policy Section XV (Capital Improvement Project: ) Bidding X Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Emergency Services and Aging are already using this application after an informal bidding process and the Housing Department would prefer to use the same application so that they can refer clients to each other and share data. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 3/25/2024 3/25/2024 3/26/2024 3/26/2024 3/26/2024 Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Quote #2024-149144 Bonterra Confidential Page 1 of Quote Number: 2024-149144 Offer Valid Through: March 31, 2024 Bill To: Orange County (NC) 106 E. Margaret Lane Hillsborough, North Carolina 27278 United States ORDER FORM The contents of this Order Form may not be duplicated, used, or disclosed in whole or in part for any purpose other than for internal evaluation without express written permission of Bonterra Tech LLC (f/k/a Social Solutions Global, Inc.) (“Bonterra”). The Parties hereby agree as follows: Subscription Products and Services SKU Product Name and Description Quantity License Metric Billing Frequency Apricot-PB Apricot 360 Bundle The Apricot 360 license includes 10GB of database storage with two User licenses designated with Administrator privileges. Each Administrator seat is provided with basic training. Additional licenses for Users or designated Administrators may be purchased on a per-user basis. For applicable terms and conditions, please see the Master Services Agreement at https://www.socialsolutions.com/legal 60.00 Per User Annually AprGoldASC-FF Apricot Gold Support Fixed Price reactive consultation provided by Advanced Support Consultant resources for up to 24 hours per year. 1.00 Fee Annually AprBscSupport Basic Support Package Includes 60 Tier 1 cases/ year. Cases addressing code defects, system outages, or service performance are not included in the count of cases per client Overages are totaled at the end of the year and billed to client at $50/case 1.00 Fee Annually CM-ATS -FF Case Management Training Subscription Gain comprehensive, on-going access to our full suite of live Case Management training programs for the entire term of your subscription. Dive deep with our intensive 4-day Administrator and Results Reporting Foundations courses, or quickly level up your skills with our targeted 2-hour Labs. Our trainings are designed to empower you with the functionality, capabilities, and new features specific to your Case Management software. Each live training session comes fully loaded with professional instruction and interactive, hands-on learning experiences. As a bonus, you'll also receive PDF workbooks and reference materials that further enhance your understanding and application of the platform's powerful features. For any questions or support, please feel free to reach out to us at training@bonterratech.com. 1.00 Fee Annually Annual Amount USD 46,620.88 Initial Invoice Amount USD 46,620.88 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Quote #2024-149144 Bonterra Confidential Page 2 of Professional Services and Training 2 SKU Product Name Quantity Sales Price Payment Terms ServCnsltntApr Service Consultant - Apricot Designs the solution based on the workflow, documents, and Performance Management for standardized collection of data. Subject matter expert (SME) for the design of the software Services resource for time and materials engagements 154.00 $33,880.00 T&M ProjMgrApr Project Manager - Apricot Provides day-to-day Project Leadership and defines project priorities; Builds and communicates project plan, issues, risks, status while following SSG methodology and SOPs 40.00 $8,800.00 T&M Total Sales Price USD 42,680.00 Terms and Conditions DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Quote #2024-149144 Bonterra Confidential Page 3 of Start Date: April 01, 2024 Initial Invoice Period (months): The ''Initial Invoice Period'' covers fees for the first 12 months from the Start Date. Term (Months): The ''Term'' is 12 months from the Start Date. This Order Form is non-cancelable prior to the end of the Term. Storage space: Storage space for database records and all file and photo storage is included for the SaaS Services with a minimum limit of 5GB or the amount of storage space as noted in the Subscription Product description above. Client may purchase additional storage space at Bonterra’s then prevailing rates. System reviews of the amount of storage space being used by Client will be performed periodically. If Client is using more than the allotted storage space included herein, Client will be invoiced for the additional storage usage upon the earlier of (i) discovery of the storage space overage or (ii) then next invoice cycle. Annual Rate Increases: Any Subscription Products and Services purchased on an annual basis are subject to annual rate increases up to 5%. Users: “Users” means an individual identifiable by a name and excludes concurrent users. “Administrator” means the dedicated and name User of Client identified as the individual who shall be responsible for Client’s Users, to attend and complete training, administer licenses and to be the technical point of contact on Client’s behalf pertaining to Support and Services. “Guest Users” are users with limited access activated through the Guest User Module, if included herein. Client shall not permit Users to share User identifications and passwords, nor allow for multiple users under the same license. License Metric: Client may not decrease the number of licenses for its Users during the Term of the Order Form. Upon termination of this Order Form, all licenses granted to Client with respect to the Services included in this Order Form shall automatically terminate and Client shall immediately discontinue its use thereof. System reviews of the number of Users will be performed periodically. If Client is using more than the purchased number of licenses included herein, Client will be invoiced for the additional Users it’s the earlier of discovery or the next invoice cycle. If at any time, additional Users licenses are added, such additional User licenses will be invoiced at the then prevailing rate on a per license basis to coincide with the Term of the Services. Support Level: Unless otherwise stated in the Order Form, the customer will receive the basic Support package as outlined in the Service Level Agreement. Payment for U.S. Clients: All Subscription Products and Service fees and Professional Service and Training fees will be invoiced in advance either annually, or in accordance with any different billing frequency stated in on this Order Form. All fees payable in U.S. Dollars and exclude taxes. Client is responsible for the payment of any tax amount(s) due unless client has delivered to Bonterra a valid tax exemption certificate prior to invoice. Fees may be paid by check, Electronic Fund Transfer, credit card or ACH. All payments by credit card, are subject to Client completing the attached Credit Card Authorization Form. In order to elect for ACH payments, Client must complete and execute the attached Authorization Agreement for Preauthorized Withdrawal Debits. Except as explicitly documented in the signed Order Form, Bonterra is under no obligation to comply with any customer specific invoicing requirements. Furthermore, customer’s failure to provide complete and accurate billing information in the attached accounting Information Form will not relieve customer of nor toll customer’ timely payment obligations. Professional Services and Training: If included in this Order Form, pre-paid Professional Services must be used within one year of the date of execution of this Order Form by Client or will expire and will not be refunded. Professional Services Fees are based on Professional Services provided during normal Bonterra business hours, Monday through Friday, 8:30 a.m. – 5:30 p.m. central time zone US and on a case by case basis for international clients after Bonterra business hours (Bonterra holidays excluded), as Bonterra may modify upon notice to Client. Professional Services provided by Bonterra outside of normal Bonterra business hours will be subject to a premium service charge. If Client cancels a Professional Services engagement, which has not been pre-paid, less than ten (10) business days before the scheduled start date for such Professional Services, Client agrees to pay fifty percent (50%) of the total estimated fees for the Professional Services stated on the Order Form or SOW. Professional Service Travel Costs: Travel related costs that requires Bonterra’s staff to travel will be pre-approved by Client. 2 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Quote #2024-149144 Bonterra Confidential Page 4 of This Order Form is subject to and governed by the terms and conditions of Bonterra’s Master Subscription & Services Agreement, which can be located at http://www.bonterratech.com/legal/ (the “Agreement”) and is incorporated by reference in its entirety. Capitalized terms not otherwise defined in this Order Form have the meaning ascribed to them in the Agreement. This Order Form will be effective as the last date of signature identified below (“Effective Date”). Each party signing below agrees and acknowledges that they are duly authorized to be bound by the terms and conditions of the Agreement and this Order Form. Client: Orange County (NC) Bonterra Tech LLC (f/k/a Social Solutions Global, Inc.) Authorized Signature: Authorized Signature: dl.signhere.2 dl.signhere.3 Print Name: Title: Print Name: _ Title: dl.fullname.2 dl.title.2 dl.fullname.3 dl.title.3 Date: dl.datesign.2 Date: dl.datesign.3 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 3/25/2024 Blake Rosser 3/25/2024 Interim Director Quote #2024-149144 Bonterra Confidential Page 5 of 3 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Accounting Information Form Please provide the following Accounting Information in the table below: Customer Name dl.company.2 Tax Identification Number dl.taxID.2 Are you Tax Exempt? dl.taxexemptyes.2 If yes, please attach a copy of your Tax Exemption Certificate dl.Taxexemptdocument.2 State Tax Exempt Number (if applicable) dl.taxexemptnum.2 Billing Contact Name dl.billingcontactname.2 Billing Contact Phone dl.billingcontactphone.2 Billing Contact Email dl.billingcontactemail.2 Billing Contact Fax dl.billingcontactfax.2 Are there any Special Invoicing needs? dl.specialInvoicingneeds.2 Special Invoicing Needs (if applicable) dl.specialinvoicingcom.2 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of February 1, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the “County”) and Social Solutions Global, Inc., (hereinafter, “SSG” or the “Provider”). In the event there is a conflict in the term and conditions in this Agreement and the attached Rider to the Master Services Agreement (collectively “SSG Agreement”) as attached and incorporated by this reference as Exhibit A, the terms and conditions of the SSG Rider to the Master Services Agreement shall govern and control. WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): case management software solution. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): the services and licenses in Exhibit B (“Order Form”) including the Statement of Work (“SOW”) attached to that Order Form. 4. Duration of Services a. Term. The term of this Agreement shall be from February 1, 2024 to January 30, 2026. The parties shall have the option to renew this contract for two additional one-year terms by written consent. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider’s Basic Services shall be _____________. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed included in Exhibit B, Order Form. The maximum amount payable for Basic Services shall not exceed sixty-eight thousand, eighty-six Dollars ($69,960.00) over three years as outlined in Exhibit B, Order Form. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County’s representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County’s Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney’s fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 10. Termination a. Optional Annual Out by the County. In addition to all other terminations, including breach of terms, this Agreement may be terminated by the County in the event of loss of funding or appropriation, upon written notice to the Provider prior to start of the next annual term. b. Other Termination. The Provider may terminate this Agreement based upon the County’s material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days’ prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: Bonterra Tech LLC P.O. Box 8181 10108-2 N. Mopac Expy, Suite 300 Hillsborough, NC 27278 Austin, TX 78759 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Ben Cohen, Chief Revenue Officer DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Vendor Contact Person: Phone: Address: City State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority • • - BOCC Express Delegation (Agenda Date: ) • • - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 • • - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 1 EXHIBIT A PUBLIC ENTITY RIDER TO MASTER SERVICES AGREEMENT This Rider (“Rider”) is a0ached to the Master Services Agreement dated effec<ve February 1, 2024 (the “Master Services Agreement”), between Orange County Emergency Services (“Client”) and Bonterra Tech LLC (“SSG”), to modify the terms and condi<ons of the Master Services Agreement. Client and SSG each may be referred to individually as a “Party” and collec<vely as the “Par<es.” The Par<es agree to modify the terms and condi<ons of the Master Services Agreement as follows: 1. Sec8on 5.1 General. Sec<on 5.1 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “General. Fees, currency, and payment terms are specified in the applicable Order Form. All fees are in United States Dollars (unless otherwise noted in the Order Form) and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net income) rela<ng to the provision of the Services. In the event Client is tax exempt, such evidence shall be provided to SSG at <me of execu<on of any Order Form. Except as otherwise expressly specified in the Order Form, all recurring fees payment obliga<ons start from the execu<on of the Order Form. SSG may increase recurring fees on an annual basis upon 60 days prior wri0en no<ce. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days a\er the invoice date. In the event the amount stated on an invoice is disputed in good faith by the Client, the Client may withhold payment of all or a por<on of the amount stated on an invoice un<l the par<es resolve the dispute. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by applicable law. Failure to make <mely payments is a material breach of the Agreement and SSG will be en<tled to suspend any or all of the Services, including its performance obliga<ons hereunder in accordance with the provisions of Sec<on 11.4 and/or to modify the payment terms, and to request full payment before any addi<onal performance is rendered by SSG. Client agrees to reimburse SSG for expenses incurred, including interest and reasonable a0orney fees, in collec<ng amounts due SSG hereunder that are not under good faith dispute by Client. Amounts paid or payable for SaaS Services are not con<ngent upon the performance of any Professional Services. Client agrees that its purchases hereunder are neither con<ngent on the delivery of any future func<onality or features nor dependent on any oral or wri0en comments made by SSG regarding future func<onality or features.” 2. Sec8on 6.1 Ownership. Sec<on 6.1 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided by SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, <tle, or interest in or to the SaaS Services. If Client provides any sugges<ons, ideas, enhancement requests, feedback, or recommenda<ons rela<ng to the SaaS Services or Professional Services (collec<vely, “Feedback”), provided that such Feedback does not contain Confiden<al Informa<on of Client, SSG may use such Feedback as it deems appropriate in its sole discre<on without any restric<on or obliga<on to Client. Client has no obliga<on to provide Feedback. Client hereby assigns rights to SSG any sugges<ons, ideas, enhancement requests, feedback, recommenda<ons or other informa<on provided by Client rela<ng to the SaaS Services or Professional Services. SSG may use such submissions as it deems appropriate in its sole discre<on. All rights, <tle and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right rela<ng to the SaaS Services and the related logos, Service names, etc. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 2 and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights no<ces on any por<on of the SaaS Services or other materials, including SSG Documenta<on.” 3. Sec8on 6.4 Transi8on of Client Data at Termina8on. Sec<on 6.4 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “Transi8on of Client Data at Termina8on. Prior to termina<on of this Agreement or any Order Form, Client may access and download their Client Data at any <me via the standard Services interfaces and repor<ng. Upon termina<on of this Agreement or any Order Form, should Client elect SSG’s assistance in the extrac<on of Client Data, including any a0achments, separate data extrac<on fees shall apply to provide a standard SQL backup. Such data extrac<on fees will be the greater of (i) $250.00 per hour per SSG personnel or $2,500.00 but not to exceed $5,000.00 in total as included in an Order Form for the transi<on of said Client Data. Such transi<on must occur within ninety (90) thirty (30) days of termina<on or expira<on of the SaaS Services. In no event shall SSG be liable to retain Client Data for a period in excess of ninety (90) thirty (30) days of the termina<on or expira<on of the SaaS Services unless otherwise required by applicable law.” 4. Sec8on 8.1 SSG Indemnity. Sec<on 8.1 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and agents harmless against any damages finally awarded and payable to any third party in any such suit or cause of ac<on, alleging that a SaaS Service as used in accordance with this Agreement infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe on a registered U.S. patent or copyright of a third party, SSG may, in its sole discre<on, (a) modify the Service to be non-infringing, (b) obtain for Client a license to con<nue using the affected Service, or (c) if neither (a) nor (b) are prac<cal in SSG’s sole judgment, terminate the affected Service and return to Client the pro-rated por<on of unused Service fees actually paid by Client for the affected Service. The foregoing obliga<ons of SSG do not apply (i) to the extent that the allegedly infringing SaaS Service or por<ons or components thereof or modifica<ons thereto result from any change or that are developed or configured in whole or in part in accordance with Customer’s specifica<ons, made by Client or by any third party for Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of a SaaS Service which was provided by SSG, (iii) to the extent that an infringement claim is based upon any informa<on, design, specifica<on, instruc<on, so\ware, data, or material not furnished by SSG, or any material from a third party portal or other external source that is accessible to Client within or from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an infringement claim is based upon the combina<on of any material with any products or services not provided by SSG, or (v) to the extent that an infringement claim is caused by the provision by Client to SSG of materials, designs, know-how, so\ware or other intellectual property with instruc<ons to SSG to use the same in connec<on with the SaaS Service, (iv) to the extent that Client is in material breach of its obliga<ons under the terms of this Agreement. Addi<onally, to the extent authorized by North Carolina law, SSG agrees to defend, indemnify, and hold harmless Client, its directors, officers, employees, agents, independent contractors, authorized volunteers, a0orneys, and consultants from and against all losses, costs, demands, a0orneys’ fees, expenses, obliga<ons, liabili<es, penal<es, interests, recoveries, damages, claims, and judgments alleged to result from, arise out of, or be in any way connected with (i) any willful acts, ac<ve or passive negligence, errors, or omissions, including viola<on of any law or regula<on, resul<ng from SSG’s failure to encrypt Client Data to industry-standard cipher key size of 2048 bits or be0er and (ii) arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of SSG except to the extent same are caused by the negligence or willful DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 3 misconduct of Client. The indemnity and other remedies set forth in this Sec<on shall be the exclusive remedies of the Client with respect to any claim and ac<ons for which SSG has an obliga<on of indemnity pursuant to this Sec<on. It is the intent of this Sec<on to require SSG to indemnify the Client to the fullest extent permi0ed under North Carolina law. 5. Sec8on 8.2. Client Indemnity. Sec<on 8.2 is hereby amended and restated in its en<rety, to read as follows: “No Client Indemnity. Client shall not be liable for any negligent or wrongful acts, either of commission or omission, unless such liability is imposed by law, and this Agreement shall not be construed as seeking to either enlarge or diminish any obliga<on or duty owed by one party against the other or against a third party.” 6. Sec8on 9. Nondisclosure. Sec<on 9 is hereby modified by adding “including but not limited to the North Carolina Public Records Act” to the end of subsec<on (a) of Sec<on 9, and by adding the following sentence to the end of Sec<on 9: “The par<es acknowledge and agree Client is a public en<ty subject to the provisions of the North Carolina Public Records Act and further acknowledge and agree that this Agreement and any record produced in rela<on to this Agreement that is in the possession of Client may be subject to disclosure pursuant to the North Carolina Public Records Act, irrespec<ve of whether or not it is Confiden<al Informa<on, and any such disclosure shall not be considered a breach of this Agreement.” 7. Sec8on 10. Limita8on of Liability. Sec<on 10 is hereby amended and restated in its en<rety, to read as follows: “LIMITATION OF LIABILITY. Except as required by applicable law, notwithstanding anything to the contrary contained in this Agreement, any Order Form, SOW, or other instruments, exhibits and a0achments, in no event shall either Party’s total liability for any and all damages to the other Party exceed: (i) with respect to the SaaS Services, the fees (excluding implementa<on or other Professional Services fees) paid by Client for the twelve (12) month period preceding the ac<on or event giving rise to the liability or (ii) with respect to the Professional Services, the total fees received by SSG from Client for the Professional Services under the SOW giving rise to the liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT, SSG AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT EITHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.” 8. Sec8on 11.2 SaaS Service Terms. Sec<on 11.2 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “SaaS Services Term. The ini<al term of each of the SaaS Services is specified in the Order Form (“Ini8al Term”) and automa<cally renews may be renewed by wri0en amendment for the same length as the Ini<al Term but not less than a period of twelve (12) months (the “Renewal Term”) unless either party gives or for a great or lesser Term upon the mutual wri0en agreement of the par<es. Either party shall give wri0en no<ce 45 90 days prior to the end of the Ini<al Term, or any renewal term (“Renewal Term”), of its inten<on to terminate the Order Form. The Ini<al Term and any Renewal Term, combined, are referred to as the “Term ”. The SaaS Services DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 4 may not be terminated in whole or in part during the Ini<al Term or any Renewal Term, except as set forth in Sec<on 11.3.” 9. Sec8on 11.3 Termina8on. Sec<on 11.3 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “Termina8on. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, immediately upon wri0en no<ce at any <me if: (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a wri0en plan of cure acceptable to the non-breaching party within 30 days of being no<fied in wri<ng of such breach, except for breach of Sec<on Error! Reference source not found. which will have only a 10 day cure period; (iii) the other party ceases business opera<ons; or (iv) the other party becomes insolvent, generally stops paying its debts as they become due or seeks protec<on under any bankruptcy, receivership, trust deed, creditors arrangement, composi<on or comparable proceeding, or if any such proceeding is ins<tuted against the other (and not dismissed within 90 days a\er commencement of one of the foregoing events); or (v) in the event Client—a public en<ty dependent upon receiving public funding for the performance of its opera<ons: (a) does not receive, (b) is not appropriated, or (c) otherwise experiences or is no<fied of a reduc<on in Client’s funding, Client shall have the op<on to terminate this Agreement and Order Form(s) solely on the basis of lack or reduc<on of funding on an annual basis. Client’s wri0en no<ce of termina<on on the basis of subsec<on (v) of this Sec<on 11.3 shall include appropriate documenta<on reasonably sa<sfactory to SSG demonstra<ng that funding has been or will be reduced or is no longer available for Client to fulfill its obliga<ons under this Agreement. If SSG terminates this Agreement due to an uncured Client breach, Client agrees to pay to SSG the remaining value of the current Term (that Client acknowledges as liquidated damages reflec<ng a reasonable measure of actual damages and not a penalty) equal to the aggregate recurring Service fees (as set forth in the Order Form) that will become due during the canceled por<on of the Term. Where a party has rights to terminate, that party may at its discre<on either terminate the en<re Agreement or the applicable Order. In such case, Order Forms that are not terminated will con<nue in full force and effect under the terms of this Agreement.” 10. Sec8on 12.2 Force Majeure. Sec<on 12.2 is hereby modified as follows (addi<ons are represented by underline and dele<ons are represented by strikethrough): “Force Majeure. Any party hereto will be excused from performance (except payment obliga<ons, provided SSG is able to con<nue providing the Services during the Force Majeure event) under this Agreement for any period of <me that the party is prevented from performing its obliga<ons hereunder as a result of an act of God, war, u<lity or communica<on failures, or other cause beyond the party’s reasonable control. Both par<es will use reasonable efforts to mi<gate the effect of a force majeure event. Either party may terminate this Agreement without penalty if a force majeure event prevents either party from its performance obliga<ons under the terms of this Agreement for a consecu<ve period of <me exceeding ninety (90) or more days.” 11. Sec8on 12.9. Governing Law and Dispute Resolu8on. Sec<on 12.9 is hereby amended and restated in its en<rety, to read as follows: “This Agreement and the du<es, responsibili<es, obliga<ons and rights of respec<ve par<es hereunder shall be governed by the laws of the State of North Carolina. By execu<ng this Agreement, SSG affirms that SSG and any subcontractors of SSG are and shall remain in compliance with Ar<cle 2 of Chapter 64 of the North Carolina General Statutes. By execu<ng this Agreement SSG cer<fies that SSG has not been iden<fied and has not u<lized the services of any agent or subcontractor iden<fied, on the list created by the State DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 5 Treasurer pursuant to G.S. 147 -86.58. By execu<ng this Agreement SSG cer<fies that SSG has not been iden<fied and has not u<lized the services of any agent or subcontractor iden<fied, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Any and all suits or ac<ons to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Jus<ce of North Carolina siung in Orange County, North Carolina. It is agreed by the par<es that no other court shall have jurisdic<on or venue with respect to such suits or ac<ons. Binding arbitra<on may not be ini<ated by either Party, however, the Par<es may agree to nonbinding media<on of any dispute prior to the bringing of such suit or ac<on. The Uniform Computer Informa<on Transac<ons Act does not apply to this Agreement or orders placed under it.” 12. Sec8on 12.12. Publicly. Sec<on 12.12 is hereby amended and restated in its en<rety, to read as follows: “Publicity. Client agrees that SSG may iden<fy Client as a recipient of Services and use its logo in sales presenta<ons, marke<ng materials and press releases, upon prior wri0en approval from Client.” 13. Sec8on 12.14. Insurance. A new Sec<on 12.14 is hereby added, to read as follows: “Insurance. SSG shall obtain, pay for, and maintain in full force and effect during the Term insurance coverages in the following types and amounts: (a) Commercial General Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate, including bodily injury and property damage and products and completed opera<ons and adver<sing liability, which policy will include contractual liability coverage insuring the ac<vi<es of SSG under this Agreement; (b) Cyber Liability Insurance, including first party and third party coverage, with limits no less than Two Million Dollar ($2,000,000) per claim and Five Million Dollar ($5,000,000) in the aggregate for all claims each policy year; (c) Worker’s Compensa<on in at least the minimum amount required by applicable law; (d) Errors and Omissions/Professional Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate for all claims each policy year; and (e) Umbrella/Excess Coverage for the insurance coverages required under this Sec<on. Such Umbrella/Excess Coverage insurance shall provide for a limit of at least Five Million Dollars ($5,000,000) per occurrence excess of underlying insurance. (f) All insurance policies: (a) will be issued by insurance companies with a Best’s Ra<ng of no less than AVII; (b) provide that SSG gives Client at least thirty (30) days’ prior wri0en no<ce of any cancella<on or non- renewal of, or material change in, the coverage, scope or amount of such policy and SSG will furnish to Client evidence of insurance evidencing the required insurance coverages promptly upon Client’s wri0en request. If underwri0en on a claim made insuring agreement, all required insurance hereunder shall be maintained for a period necessary to cover any claim(s) made under the Agreement.” IN WITNESS WHEREOF, the Par<es hereto have executed this Rider and the a0ached Master Services Agreement with the intent to be legally bound thereby, effec<ve February 1, 2024. All electronic signatures affixed hereto evidence the consent of the Par<es to u<lize electronic signatures and the intent of the Par<es to comply with Ar<cle 11A and Ar<cle 40 of North Carolina General Statute Chapter 66. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 6 Bontera Tech LLC Orange County Emergency Services By: By: Print Name: Print Name: Title: Title: DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 10801-2 N. MoPac Expy Suite 400 Aus:n, TX 78759 877-441-2111 Schedule B: Scope of Work Customer: Orange County Partnership to End Homelessness Project Type: Apricot 360 Implementa<on & Migra<on Support 1. DOCUMENT SUMMARY We are pleased to provide you with a services engagement agreement for your Apricot so\ware. This is an interac<ve project where Social Solu<ons Global (SSG) consultants provide guidance and best prac<ces to you as we partner together to reconfigure your so\ware. To support the success of this project, please ensure that your staff a0ends the required training as detailed in the project plan. Your Apricot subscrip<on includes the required training. A0ending the trainings will provide the founda<on necessary for your organiza<on to receive the maximum value of the consulta<ons we will provide. 2. PROJECT SCOPE Goals This project is designed to deliver a solu<on for your project within your new Apricot plaworm. The client’s stated goals include: Implement the County homelessness services comprised of 5 main departments: Rental Assistance, Home Repair & Rehabilita<on, Long<me Homeowner Assistance, HOME Program, and Housing Department Resources. Scope and Deliverables SSG has prescribed the following hours to deliver the services described below. If you require assistance outside the scope of this project, SSG can provide a quote to meet your specific needs. We will obtain your wri0en approval before charging you for addi<onal work. Services included in this Scope of Work: Discovery and Solu1on Design We are prescribing up to [33] hours to be used towards Discovery and Design of [11] Programs, including: Programs: LHA, Rehab/Repair, HOME, HOME-ARP, RRH, SOHRAD, Housing Location, Housing Choice Vouchers, Eviction Diversion, Emergency Housing Assistance, Housing Helpline DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Every organiza<on uses Apricot's technology plaworm in unique ways to scale up their programs and repor<ng capabili<es. Before configuring your Apricot site, we'll lead a discovery and requirements-gathering process with a goal of understanding your core needs. Discovery begins with a series of ques<ons related to your current data management and repor<ng processes, staffing, pain points, and funder/repor<ng requirements. To get a full picture of your needs, you may be asked to share relevant documents such as exis<ng data-collec<on forms, report templates, workflows, and organiza<onal charts. The insights and requirements you share will inform our recommended Solu<on Design, our plan for a customized Apricot site. The Solu<on Design draws from available features and func<onality and aims always to meet your needs in the simplest way possible, to help achieve your goals of system adop<on and unlocking staff <me. Our intui<ve, scalable Solu<on Design may include recommenda<ons on changes to your data management workflow. Your Solu<on Design may/will include descrip<ons of configura<on beyond the scope of this agreement, giving you a roadmap of future configura<on that you can contract with SSG to complete or build out on your own. You have the opportunity to review our proposed Solu<on Design and request revisions prior to giving your sign-off. Configura1on We are prescribing up to [86] hours towards configura<on of your solu<on, as defined in your Solu<on Design. We will configure to your specifica<ons the features and func<onality required for your program(s). Demonstra1on and Tes1ng We are prescribing up to [22] hours (two hours per program) towards Demonstra<on and Tes<ng. In this phase, we'll provide your administrators and project stakeholders with a live demonstra<on of your completed configura<on. This includes a walkthrough of Apricot from the perspec<ve of your staff members or program managers. The demonstra<on serves dual purposes: it helps your administrators/stakeholders connect the dots in their understanding of your custom-configured Apricot site and prepares them to complete tes<ng of the solu<on. A\er the demonstra<on, we'll provide you with Test Scripts and a Tes<ng Log for you to populate with up to 2 rounds of feedback and change requests while tes<ng the solu<on from various staff member perspec<ves. All feedback must be provided via the Tes<ng Log by the date communicated by your Project Team, and they may request a call to clarify the exact changes you're reques<ng. Significant change requests at this stage that veer off the original Solu<on Design may impact your project budget. Go-Live Support We are prescribing up to [5] hours towards Go-Live Support, where we will develop a go-live deployment plan collabora<vely with you, then be on-call for immediate troubleshoo<ng and support during business hours for [7] days. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF Close Out and Transi1on to Support We are prescribing up to [4] hour for the project close out and transi<on to support. You'll be provided with a take-home document visualizing your configured solu<on, for your future use while training and onboarding staff to Apricot. This document includes a high-level overview of your program(s) and service(s) mapped out within the Apricot system architecture. You'll be introduced to your long -term support resources, including but not limited to a technical support team member, your assigned Client Success Manager, and Account Manager. Relevant informa<on and documents, including but not limited to your documented solu<on requirements, Solu<on Design, and mee<ng recordings, will be shared along with any future goals for further expansion of your capabili<es within Apricot. If you purchased op<onal staff training workshops, we’ll facilitate the scheduling of those workshops. Project Management We have prescribed up to [40] hours of project management services, covering a [25 week] <meline. Your Project Manager is an experienced resource assigned to you for the dura<on of your project. They are responsible for the project plan and <meline, coordina<ng SSG resources for delivery, and ensuring that the project delivery meets your stated goals and fulfills the requirements lined out in this document. They are your first point of contact for any needs that arise during this project. They will begin the project by scheduling a Scope and Schedule alignment call where we confirm these goals and deliverables, define the stakeholders, and set up the project kick off call. They will then provide you with weekly updates on your project’s progress and alert you to any risks. 3. PROJECT SCHEDULE We expect this project to be completed within 25 weeks. Mee<ng this <meline will require your ac<ve par<cipa<on, both on scheduled recurring calls with your project team and via independent work (including but not limited to watching training videos, comple<ng simple configura<on tasks, and tes<ng the plaworm.) A project schedule will be shared with you and maintained throughout the project. You will be expected to communicate with our project team on the project plan regarding the progress against your assigned ac<on items. Unless otherwise agreed at the start of this project, we will work with one program group at a <me. You may determine the order of programs based on staff availability. We recommend assigning 1-2 program leaders or staff members to a0end these mee<ngs – we don’t need to meet with your en<re staff. Your project team has been assigned to you for the dura<on of the project schedule to ensure they have the <me and focus needed to complete the work. To this end, if you are not in a0endance or unable to reschedule within three (3) business days a\er a missed mee<ng, you will be invoiced for one hour of DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF <me at SSG’s then prevailing market rate ($220 per hour for calendar year 2023) so that we can extend the availability of your SSG project team beyond the planned <meline. Missing your due dates for assigned tasks could result in an incomplete program delivery by project end, increases to project <meline, and costs associated with extension. 4. RESPONSIBILITIES We have outlined the responsibili<es of both of our teams below. Your team plays a vital role in the success of this project. Client Responsibili<es • Designate the individual(s) who will serve in project roles so they can par<cipate and commit to learning the plaworm star<ng at the Kickoff. o This includes, at a minimum, 1-2 System Administrators and an internal Project Manager § Your internal Project Manager can also be one of your System Administrators o 1-2 staff members from each program will also par<cipate during the phase focused on their program • Provide detailed requirements for your program, including but not limited to: outputs and outcomes you hope to track, sample forms and form logic, and an explana<on of which program staff are allowed to see which data. • Watch your assigned Training Academy videos in advance of their due dates (per the schedule to be agreed upon at Kickoff). Your Apricot subscrip<on includes on-demand training videos through our Training Academy plaworm. • Some configura<on tasks may be assigned to you during the project, depending on the scope and complexity of the Solu<on Design. This has the dual benefit of providing you with hands-on administra<ve training while also ensuring you end the project with a complete program solu<on in Apricot. • A0end all scheduled mee<ngs, par<cipate in upda<ng and communica<ng on our project plan, complete assigned tasks on <me, and proac<vely communicate with your SSG project team. • Review and approve/reject change orders, deliverables, and/or signoffs, and provide no<ce to us of any required revisions within one week of receiving documents. SSG Responsibili<es • Create and maintain a project plan and manage SSG team’s par<cipa<on during the project. • Design a solu<on (including features and func<onality documented in the Solu<on Design) that will meet the core requirements of your program within the Apricot plaworm. • Lead the effort to configure the solu<on. • Provide best-prac<ce recommenda<ons based on our collec<ve experience onboarding thousands of nonprofit and public sector clients. • Complete the project within the agreed-upon <meline and budget. • Track issues affec<ng the project and bring them to <mely resolu<on. No<fy you of issues that might affect budget, scope, or project <meline. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 5. IMPORTANT ASSUMPTIONS We have iden<fied the following assump<ons, which we will rely on in delivering a successful project. Please read these carefully and ask us any ques<ons you may have. • SSG cannot guarantee that your current case management processes and data management workflows will remain unchanged when translated into Apricot. Some process changes may be required to make op<mal use of Apricot technology solu<ons. These changes will be discussed and your approval obtained during the Solu<on Design phase of the project. • Training for your staff is not included in this project. While System Administrators will learn from the assigned training videos, assigned configura<on tasks, and collabora<ve work sessions with the SSG project team, thorough product training is available for purchase through the SSG Training Team. • SSG-configured Apricot forms may contain no more than 70 fields. Addi<onal fields may cause performance degrada<on and will be separated into mul<ple forms. • SSG-configured reports will track outputs and outcomes required but could deviate from clientprovided report samples in format and style. • Custom reports developed and implemented by SSG include a 30-day warranty a\er implemented in produc<on. Changes to reports a\er 30-day period will require addi<onal funded services if customer expects SSG to maintain SSG developed custom reports. Any customer developed custom reports requiring SSG to update reports will require services and can be procured via professional services order from account manager based on scope and requirements needed. • Data migra<on is limited to the Forms and, Row and Column amounts listed above. Any other data migra<on is outside the scope of this engagement and an addi<onal Scope of Work to determine the cost to migrate is required. • Data cleaning and de-duplica<on are the responsibility of the Customer’s staff. Your Apricot forms likely will not match the structure of your exis<ng forms, nor will it necessarily contain all the same data points. You will be provided with a template that matches your new forms and your prepara<on of your data will include conforming it to this template. Addi<onal cost will be incurred if SSG staff performs this work. • Customer has its own billing and financial so\ware. Any report associated with expenditures is outside of scope of this engagement. • Integra<on with a 3rd party database via SFTP or API is outside the scope of this engagement. • Although we make every effort to assign the same SSG staff member(s) during the project, we may bring in other staff if schedule conflicts arise. Any SSG-driven staff changes will not result in addi<onal charges to the client related to the team transi<on. Changes in the Client project team that necessitate repea<ng mee<ngs or changing requirements will result in addi<onal charges. • We will perform all work remotely to limit addi<onal travel costs. Should the need arise to travel, we will first obtain your approval in wri<ng. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF • Last-minute change requests or addi<ons to the scope will impact project <ming and cost. We will obtain your wri0en approval before incurring any addi<onal costs. 6. FEES This is a Time and Materials project. You will receive monthly invoices for the hours worked on the project. Time is billed in 15-minute increments. The cost of this project is shown by Resource and Amount of <me billed on your invoices. Implementa8on Fees: Time & Materials Hours Summary Rate Fee Summary Discovery and Solu<on Design 33 $220 $7,260 Configura<on 86 $220 $18,920 Custom Integra<on N/A 0 0 SFTP Setup N/A 0 0 Data Extrac<on N/A 0 0 Data Migra<on N/A 0 0 Custom Repor<ng N/A 0 0 Demonstra<on and Tes<ng 22 $220 $4,840 Go-Live Support 5 $220 $1,100 Close Out and Transi<on to Support 4 $220 $880 Project Management 40 $220 8,800 Total Es8mate 190 $220 $41,800 Addi<onal services may be procured through a change order at the rate of $220.00/hour. 7. DISCLOSURE This Statement of Work (SOW) is subject to and governed by the Master Services Agreement between you and Social Solu<ons Global (SSG) which is iden<fied in the Order Form under which this Statement of Work was ordered. This SOW provides the complete scope of this project. Any services you may have discussed with SSG staff, verbally, or in wri<ng that are not explicitly outlined in this document are not included in this project under any circumstances. SSG offers a broad array of services and would be pleased to provide a cost es<mate if addi<onal services are required. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 1 Exhibit A PUBLIC ENTITY RIDER TO MASTER SERVICES AGREEMENT This Rider (“Rider”) is attached to the Master Services Agreement dated effective February 1, 2024 (the “Master Services Agreement”), between Orange County Housing Department (“Client”) and Social Solutions Global, Inc. (“SSG”), to modify the terms and conditions to the Master Services Agreement. Client and SSG each may be referred to individually as a “Party” and collectively as the “Parties.” The Parties agree to modify the terms and conditions of the Master Services Agreement as follows: Section 5(a) General. Section 5(a) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Section 5(a) General. Fees and payment terms are specified in the applicable Order Form. All fees are in United States Dollars and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net income) relating to the provision of the Services. Except as otherwise expressly specified in the Order Form, all recurring fees payment obligations start from the execution of the Order Form. SSG may increase recurring fees on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days after the invoice date. In the event the amount stated on an invoice is disputed in good faith by the Client, the Client may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by law. Failure to make timely payments is a material breach of the Agreement and SSG will be entitled to suspend any or all of its performance obligations hereunder in accordance with the provisions of Section 11(d) and/or to modify the payment terms, and to request full payment before any additional performance is rendered by SSG. As may be allowed by North Carolina law, Client agrees to reimburse SSG for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due SSG hereunder that are not under good faith dispute by Client. Amounts paid or payable for SaaS Services are not contingent upon the performance of any Professional Services. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SSG regarding future functionality or features.” Section 6(a) Ownership. Section 6(a) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Section 6(a) Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided by SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, title, or interest in or to the SaaS Services. If Client provides any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the SaaS Services or Professional Services (collectively, “Feedback”), provided that such Feedback does not contain Confidential Information of Client, SSG may use such Feedback as it deems appropriate in its sole discretion without any restriction or obligation to Client. Client has no obligation to provide Feedback. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the SaaS Services and the related logos, Service names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on any portion of the SaaS Services or other materials, including SSG Documentation.” Section 8(a) SSG Indemnity. Section 8(a) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 2 “SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and agents harmless against any damages finally awarded and payable to any third party in any such suit or cause of action, alleging that a SaaS Service as used in accordance with this Agreement infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe on a registered U.S. patent or copyright of a third party, SSG may, in its sole discretion, (a) modify the Service to be non-infringing, (b) obtain for Client a license to continue using the affected Service, or (c) if neither (a) nor (b) are practical in SSG’s sole judgment, terminate the affected Service and return to Client the pro-rated portion of unused Service fees actually paid by Client for the affected Service. The foregoing obligations of SSG do not apply (i) to the extent that the allegedly infringing SaaS Service or portions or components thereof or modifications thereto result from any change or that are developed or configured in whole or in part in accordance with Customer’s specifications, made by Client or by any third party for Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of a SaaS Service which was provided by SSG, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by SSG, or any material from a third party portal or other external source that is accessible to Client within or from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by SSG, or (v) to the extent that an infringement claim is caused by the provision by Client to SSG of materials, designs, know- how, software or other intellectual property with instructions to SSG to use the same in connection with the SaaS Service, (vi) to the extent that Client is in material breach of its obligations under the terms of this Agreement. Additionally, to the extent authorized by North Carolina law, SSG agrees to defend, indemnify, and hold harmless Client, its directors, officers, employees, agents, independent contractors, authorized volunteers, attorneys, and consultants from and against all losses, costs, demands, attorneys’ fees, expenses, obligations, liabilities, penalties, interests, recoveries, damages, claims, and judgments alleged to result from, arise out of, or be in any way connected with (i) any willful acts, active or passive negligence, errors, or omissions, including violation of any law or regulation, resulting from SSG’s failure to encrypt Client Data to industry-standard cipher key size of 2048 bits or better and (ii) arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of SSG except to the extent same are caused by the negligence or willful misconduct of the Client. The indemnity and other remedies set forth in this Section shall be the exclusive remedies of the Client with respect to any claim and actions for which SSG has an obligation of indemnity pursuant to this Section. It is the intent of this Section to require SSG to indemnify the Client to the fullest extent permitted under North Carolina law.” Section 8(b). Client Indemnity. Section 8(b) is hereby deleted in its entirety and replaced with the following: “Client Indemnity. Client shall not be liable for any negligent or wrongful acts, either of commission or omission, unless such liability is imposed by law and that this Agreement shall not be construed as seeking to either enlarge or diminish any obligation or duty owed by one party against the other or against a third party.” Section 9. NONDISCLOSURE. Section 9 is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “NONDISCLOSURE. All Confidential Information (as defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. SSG may disclose Client’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Services. SSG may use Client’s Confidential DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 3 Information solely as provided for under Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, including but not limited to the North Carolina Public Records Act, or (b) as required to respond to any summons or subpoena or in connection with any litigation, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, SSG may retain information for regulatory purposes or in back-up files, provided that SSG’s confidentiality obligations hereunder continue to apply. For purposes of this Section, “Confidential Information” means information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing party. Confidential Information of SSG and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Agreement, all trade secrets, software, source code, object code, specifications, documentation, business plans, Client lists and Client-related information, financial information, auditors reports of any nature, proposals, as well as results of testing and benchmarking of the Services, product roadmap, data and other information of SSG and its licensors relating to or embodied in the Services. Information will not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other. The obligations of SSG set forth in this Section 0 will not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Client in connection with any present or future SSG product or service, and, accordingly, neither SSG nor any of its clients or business partners will have any obligation or liability to Client with respect to any use or disclosure of such information. The parties acknowledge and agree Client is a public entity subject to the provisions of the North Carolina Public Records Act and further acknowledge and agree that this Agreement and any record produced in relation to this Agreement that is in the possession of Client may be subject to disclosure pursuant to the North Carolina Public Records Act, irrespective of whether or not it is Confidential Information, and any such disclosure shall not be considered a breach of this Agreement.” Section 10. Limitation of Liability. Section 10 is hereby deleted in its entirety and replaced with the following: “LIMITATION OF LIABILITY. Except as required by applicable law, notwithstanding anything to the contrary contained in this Agreement, any Order Form, SOW, or other instruments, exhibits and attachments, shall neither Party’s total liability for any and all damages to the other Party may not exceed: (i) with respect to the SaaS Services, the fees (excluding implementation or other Professional Services fees) paid by Client for the twelve (12) month period preceding the action or event giving rise to the liability or (ii) with respect to the Professional Services, the total fees received by SSG from Client for the Professional Services under the SOW giving rise to the liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT, SSG AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT EITHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.” DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 4 Section 11(b) SaaS Service Terms. Section 11(b) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial Term”) and automatically renews may be renewed by written amendment for the same length as the Initial Term or for a great or lesser Term upon the mutual written agreement of the parties. Either party shall give written notice 45 90 days prior to the end of the Initial Term, or any renewal term (“Renewal Term”), of its intention to terminate the Order Form. The Initial Term and any Renewal Term, combined, are referred to as the “Term”. The SaaS Services may not be terminated in whole or in part during the Initial Term or any Renewal Term, except as set forth in Section 11(c).” Section 11(c) Termination. Section 11(c) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section 5 which will have only a 10 day cure period; (iii) the other party ceases business operations; (iv) the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the foregoing events); or (v) in the event Client—a public entity dependent upon receiving public funding for the performance of its operations: (a) does not receive, (b) is not appropriated, or (c) otherwise experiences or is notified of a reduction in Client’s funding, Client shall have the option to terminate this Agreement and Order Form(s) solely on the basis of lack of reduction of funding on an annual basis. Client’s written notice of termination on the basis of subsection (v) of this Section 11(c) shall include appropriate documentation reasonably satisfactory to SSG demonstrating that funding has been or will be reduced or is no longer available for Client’s to fulfill its obligations under this Agreement. Where a party has rights to terminate, that party may at its discretion either terminate the entire Agreement or the applicable Order. In such case, Order Forms that are not terminated will continue in full force and effect under the terms of this Agreement.” Section 12(b) Force Majeure. Section 12(b) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Force Majeure. Any party hereto will be excused from performance (except payment obligations, provided SSG is able to continue services during the Force Majeure event) under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. Either party may terminate this Agreement without penalty if a Force Majeure event prevents either party from its performance obligations under the terms of this Agreement for a consecutive period of time exceeding ninety (90) or more days.” Section 12(i) Governing Law and Dispute Resolution. Section 12(i) is hereby deleted in its entirety and replaced with the following: “Governing Law and Dispute Resolution. This Agreement and the duties, responsibilities, obligations and DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 5 rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement, SSG affirms that SSG and any subcontractors of SSG are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement SSG certifies that SSG has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement SSG certifies that SSG has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non- performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. The Uniform Computer Information Transactions Act does not apply to this Agreement or orders placed under it.” Section 12(l) Publicly. Section 12(l) is hereby deleted in its entirety and replaced with the following: “Publicly. Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales presentations, marketing materials and press releases, upon prior written approval from Client.” Section 12(n) Insurance. A new Section 12(n) is hereby added as follows: “Section 12(n) Insurance. SSG shall obtain, pay for, and maintain in full force and effect during the Term insurance coverages in the following types and amounts: (a) Commercial General Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of SSG under this Agreement; (b) Cyber Liability Insurance, including first party and third party coverage, with limits no less than Two Million Dollar ($2,000,000) per claim and Five Million Dollar ($5,000,000) in the aggregate for all claims each policy year; (c) Worker’s Compensation in at least the minimum amount required by applicable law; (d) Errors and Omissions/Professional Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate for all claims each policy year; and (e) Umbrella/Excess Coverage for the insurance coverages required under this Section. Such Umbrella/Excess Coverage insurance shall provide for a limit of at least Five Million Dollars ($5,000,000) per occurrence excess of underlying insurance. (f) All insurance policies: (a) will be issued by insurance companies with a Best’s Rating of no less than A- VII; (b) provide that SSG gives Client at least thirty (30) days’ prior written notice of any cancellation or non-renewal of, or material change in, the coverage, scope or amount of such policy and SSG will furnish to Client evidence of insurance evidencing the required insurance coverages promptly upon Client’s written request. If underwritten on a claim made insuring agreement, all required insurance hereunder shall be maintained for a period necessary to cover any claim(s) made under the Agreement.” Section 12(o) Transition of Client Data at Termination. A new Section 12(o) is hereby added as follows: “Section 12(o) Transition of Client Data at Termination. Prior to termination of this Agreement or any Order Form, Client may access and download their Client Data at any time via the standard Services interfaces and reporting. Upon termination of this Agreement or any Order Form, should Client elect SSG’s assistance in the extraction of Client Data, including any attachments, data extraction fees shall apply to provide a standard SQL backup. Such data extraction fees will be the greater of (i) $250.00 per hour per SSG DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 6 personnel or $2,500.00 but not to exceed $5,000.00 in total. In no event shall SSG be liable to retain Client Data or perform the extraction of Client Data for a period in excess of 90 days of the termination or expiration of the SaaS Services unless otherwise required by applicable law.” Section 12(p) Responsibilities of the County. A new Section 12(p) is hereby added as follows: “Section 12(q) Responsibilities of the County. The Client has designated (Jim Northrup) to act as the Client's representative with respect to the Services who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hour as often as may be reasonably required to render decisions and to furnish information.” Section 12(q) Non-Discrimination. A new Section 12(q) is hereby added as follows: “Section 12(q) Non-Discrimination. SSG shall at all times remain in compliance with all local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at: http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any verified violation of the Orange County Non-Discrimination Policy by SSG is a breach of this Agreement and Client may immediately terminate this Agreement without further obligation on the part of the County. This Section is not intended to limit and does not limit the definition of breach to discrimination. IN WITNESS WHEREOF, the Parties hereto have executed this Rider and the attached Master Services Agreement with the intent to be legally bound thereby effective February 1 , 2024. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Social Solutions Global, Inc. Orange County Housing Department By: By: Print Name: Print Name: Title: Title: Client Notices to: Orange County Attention: Rachel Plast PO Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 7 SSG MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is entered into between Social Solutions Global, Inc (“SSG”) and the Client identified in the applicable Order Form referencing this Agreement or otherwise using the Services (“Client”). SSG and Client, by Client’s execution of an applicable Order Form or by use of the SaaS Services, hereby agree to the following terms and conditions: 1 DEFINITIONS “Users” are the duly authorized users of Client licensed to use the Services and as further defined in the applicable Order Form. “Content” means information, data, text, music, sound, graphics, video messages and other materials to which Client is provided access by SSG through the Services. “Client Data” means any data, information, or material Client or any Client User provides or submits through the SaaS Services. “Documentation” means the user instructions, release notes, manuals and on-line help files as updated by SSG from time to time, in the form generally made available by SSG, regarding the use of the SaaS Services. “Error” means a material failure of the SaaS Services to conform to its functional specifications described in the Documentation. “Independent Client Activity” means: (i) use of equipment by Client not provided or previously approved by SSG; or (ii) negligent acts or omissions or willful misconduct by Client or its Users. “Internet Unavailability” means Client’s inability to access, or SSG inability to provide, the SaaS Service through the Internet due to causes outside of SSG direct control, including, but not limited to: (i) failure or unavailability of internet (“Internet”) access; (ii) unauthorized use, theft or operator errors relating to telephone, cable or Internet service provider; (iii) bugs, errors, configuration problems or incompatibility of equipment or services relating to Client’s computer or network; or (iv) failure of communications networks or data transmission facilities, including without limitation wireless network interruptions. “License Metrics” means the limitation on the usage of SaaS Services as designated and/or defined in the applicable Order Form or the financial metric used to calculate applicable fees. “Order Form” means the document, regardless of actual name, executed by the parties by which Client orders Services that may specify, among other things, the User license count, duration of the Services, the applicable fees and costs, and incorporates the terms of this Agreement. “Professional Services” means data conversion, data mapping, implementation, configuration, training, integration and deployment of the SaaS Services, and/or other professional services identified on an Order Form, including any training materials, tutorials and related documentation provided in connection with the performance of the Professional Services. “SaaS Services” means the software as a service and the subscription products and services identified in the Order Form and associated Support. “Services” means, collectively, the SaaS Services (as also may be identified as “Subscription Products”) and Professional Services. “Service Level” means the customer support service level that SSG offers with respect to the SaaS Services, as they may be updated by SSG from time to time located at: http://www.socialsolutions.com/legal/. 2 PURPOSE AND SCOPE a. Purpose. This Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Services by SSG to Client. Additional terms for the purchase of a specific Service DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 8 are set forth in the Order Form. The parties acknowledge receipt of and agree to be bound by the terms and conditions of the Agreement. b. Incorporation of Order Forms. At any time after execution of the initial Order Form, Client may purchase additional Services or otherwise expand the scope of Services granted under an Order Form, upon SSG’s receipt and acceptance of a written amendment to the Service Agreement and new Order Form. c. Order of Precedence. To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form or any other document, the documents shall control in the following order: (i) Service Agreement, (ii) amendments to the Service agreement including attached Order Forms with the latest date(s), (iii) this Agreement and, (iv) any other documents expressly incorporated herein by reference. 3 SERVICES a. Generally. Subject to Client’s and its Users’ compliance with the terms of this Agreement and timely payment of the applicable fees, SSG will make the SaaS Services available to Client and its Users during the Term. b. Environment. SSG will provide Client online access to and use of the SaaS Service(s) via the Internet by use of a SSG-approved Client-provided browser. The SaaS Services will be hosted and maintained by SSG or its designated third-party supplier or data center. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including but not limited to Internet access, adequate bandwidth and encryption technology. c. Changes. Access is limited to the version of the SaaS Services in SSG’s production environment. SSG regularly updates the SaaS Services and reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. SSG will notify Client of any material change to or discontinuance of the SaaS Services. d. Security; Back-Ups. Without limiting Client’s obligations under Section 4d, SSG will implement reasonable and appropriate measures designed to secure Client Data against accidental or unlawful loss, access or disclosure. SSG will perform back-ups in accordance with SSG’s back-up daily schedule. e. Service Availability. SSG will use commercially reasonable efforts to make the Service generally available for Client’s use (“Service Availability”). Service Availability does not include interruption of Service as a result of (i) planned downtime for maintenance (ii) Internet Unavailability, (iii) Independent Client Activity or (iv) force majeure events or other events that are not under SSG’s control. f. Support. Support services provided by SSG as part of SaaS Services include (i) technical support and workarounds so that the SaaS Services operate in material conformance with the Documentation, and (ii) the provision of updates thereto, if and when available, all of which are provided under SSG Support policies (as may be amended by SSG from time to time) in effect at the time the Support services are provided (“Support’). For the avoidance of doubt, Support excludes Professional Services. Updates include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new Services, modules or functionality for which SSG generally charges a separate fee. Support is provided solely to the number of licensed Administrators specified on the applicable Order Form. SSG is under no obligation to provide Support with respect to: (i) Services that have been altered or modified by anyone other than SSG or its authorized representatives ; (ii) Services used other than in accordance with the Documentation; (iii) discrepancies that do not significantly impair or affect the operation of the Service; (iv) Errors or malfunction caused by Client or its Users’ failure to comply with the minimum system requirements as provided by SSG or by use or upload of non-conforming Client Data, or by Independent Client Activity; or (vi) Errors and malfunction caused by any systems or programs not supplied by SSG. g. Professional Services. SSG will perform the Professional Services for Client described in one or more work orders, work authorizations or statements of work (collectively “SOW”). Either party may propose a change order to add to, reduce or change the work outlined in the SOW. Each change order must specify the change(s) to the DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 9 Professional Services, and the effect on the time of performance and, the fees due and payable to SSG due to the change and executed by both parties. h. Client Obligations and Cooperation. Client agrees to provide SSG with good faith and cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by SSG in order to perform the Professional Services, as may be applicable and to provide the Services, including, but not limited to, providing security access, information, and software interfaces to Client’s applications, and Client personnel, as may be reasonably requested by SSG from time to time. Client acknowledges and agrees that SSG’s performance is dependent upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Services. SSG is entitled to rely on all decisions and approvals of Client. Client will follow the instructions and reasonable policies established by SSG from time to time and communicated to Client and shall make all reasonable efforts not to impede or otherwise delay the performance of any Professional Services. Client further represents and warrants that any and all documentation, this Agreement, any Order Form, SOW or change order shall be executed by or on behalf of Client by duly authorized or appointed persons and further, any requisite internal approvals as may be required by Client have been obtained in advance of Client’s commitment to procure and use the Services. 4 USING THE SAAS SERVICES a. Limited License. SSG hereby grants Client and its Users a personal, non-exclusive, non-transferable, limited worldwide license to remotely access and use the SaaS Services during the term of the applicable Order Form solely for Client’s internal business purpose(s), subject to the terms and conditions of this Agreement. Client agrees to limit access to the SaaS Services to the number of Users identified in the applicable Order Form(s) during the Term. b. User Administration. Client is solely responsible for the administration, authorization and termination of all User identifications and passwords to access and use the Services. Client shall not permit Users to share User identifications and passwords, nor allow for multiple users under the same license. Client agrees to immediately notify SSG of any unauthorized use of the Services, or any other breach of security suspected or known to Client. Fees for the Services are based on the number of Users communicated to SSG. Client shall report to SSG no less than annually the number of Users. Any increase in the number of Users in excess of the established limit(s) in one or more Order Form will result in an increase in the annual Service Fees. Client may not decrease the number of licenses for its Users during the Term of the Order Form. Upon termination of an Order Form, all licenses granted to Client with respect to the Services under that Order Form shall automatically terminate and Client shall immediately discontinue its use thereof. c. Acceptable Use Policy. Client acknowledges and agrees that SSG does not monitor or police the content of communications or data of Client or its Users transmitted or uploaded through the Services, and that SSG will not be responsible for the content of any such communications, transmissions or uploads. Client agrees to use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and SSG’s policies. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. Should a violation be alleged or become known, SSG may remove any violating content posted or transmitted through the SaaS Services without notice to Client. SSG may suspend or terminate any of Client’s User’s access to the SaaS Services upon notice if SSG reasonably determines that such User has violated the terms of this Agreement. d. Security. Client will not: (a) breach or attempt to breach the security of the SaaS Services or any network, servers, data, computers or other hardware relating to or used in connection with the SaaS Services, or any third party that is hosting or interfacing with any part of the SaaS Services; or (b) use or distribute through the SaaS Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the SaaS Services or the operations or assets of any other Client of SSG or any third party. Client will comply with the user authentication requirements for use of the SaaS Services. Client is solely res ponsible for monitoring its Users’ access to and use of the SaaS Services. SSG has no obligation to verify the identity of any DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 10 person who gains access to the SaaS Services by means of a Client’s account. Any failure by any Client User to comply with the Agreement will be deemed to be a breach by Client, and SSG will not be liable for any damages incurred by Client or any third party resulting from such breach. If there is any compromise in the security of a User account or if unauthorized use is suspected or has occurred, Client must immediately take all necessary steps, including providing prompt notice to SSG, to effect the termination of suspected account. e. Client Data. Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. Client Data is subject to the terms of this Agreement along with SSG’s attached Privacy Policy . f. Third-Party Providers. Certain third-party providers, some of which may be listed on SSG’s website, offer products and services related to the Services, including implementation, configuration, and other consulting services and applications (both offline and online) that work in conjunction with the SaaS Services, such as by exchanging data with the Service or by offering additional functionality. SSG is not responsible for any exchange of data or other interaction or transaction between Client and a third-party provider, including purchase of any product or service, all of which is solely between Client and the third-party provider. g. Links. The SaaS Service may contain links to third party websites or resources. Client acknowledges and agree that SSG is not responsible or liable for (a) the availability, accuracy, or security of such third-party sites or resources; or (b) the content, advertising, or products on or available from such website or resources. The inclusion of any link on the Service does not imply that SSG endorses the linked website. Client uses the links at its own risk. h. Training. It is Client’s responsibility to ensure that all Users receive training services sufficient to enable Client to effectively access and use the SaaS Services. Support may not be used as a substitute for training. 5 FEES, TAXES & PAYMENTS a. General. Fees and payment terms are specified in the applicable Order Form. All fees are in United States Dollars and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net income) relating to the provision of the Services. In the event Client is tax exempt, such evidence shall be provided to SSG at time of execution of any Order Form. Except as otherwise expressly specified in the Order Form, all recurring fees payment obligations start from the execution of the Order Form. SSG may increase recurring fees on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days after the invoice date. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by law. Failure to make timely payments is a material breach of the Agreement and SSG will be entitled to suspend any or all of the Services, including its performance obligations hereunder in accordance with the provisions of Section 11d and/or to modify the payment terms, and to request full payment before any additional performance is rendered by SSG. Client agrees to reimburse SSG for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due SSG hereunder that are not under good faith dispute by Client. Amounts paid or payable for SaaS Services are not contingent upon the performance of any Professional Services. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SSG regarding future functionality or features. b. Professional Services. Professional Services shall be provided to Client on a “Time and Materials” basis, if an estimated total fee amount is stated in the Order Form or SOW, that amount is solely a good-faith estimate for Client’s budgeting and SSG’s resource scheduling purposes and not a guarantee that the work will be completed for that amount. Any delays or lack of timely cooperation by Client may result in additional fees. Professional Services purchased must be used within, and rates quoted are valid for, a period of one year following the effective date of the Order Form. Hours that are not used or have expired after the one-year period are non-refundable. c. Professional Services Travel and Lodging Expenses. SSG’s reasonable travel and lodging costs and expenses incurred by SSG in the performance of Professional Services on Client’s site will be billed separately at actual cost. 6 PROPRIETARY RIGHTS a. Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 11 by SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, title, or interest in or to the SaaS Services. Client hereby assigns rights to SSG any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the SaaS Services or Professional Services. SSG may use such submissions as it deems appropriate in its sole discretion. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the SaaS Services and the related logos, Service names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on any portion of the SaaS Services or other materials, including SSG Documentation. b. Restrictions. Client may not itself, nor through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the SaaS Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the SaaS Services, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Services to any user other than Users; (iv) write or develop any derivative works based upon the Services; (v) modify, adapt, tamper with or otherwise make any changes to the SaaS Services or any part thereof; (vi) obliterate, alter, or remove any proprietary or intellectual property notices from the SaaS Services; (vii) create Internet “links” to or from the SaaS Services, or “frame” or “mirror” any Content, (viii) use the SaaS Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (ix) disclose or publish, without SSG’s prior express written consent, performance or capacity statistics or the results of any benchmark test performed on the SaaS Services; or (x) otherwise use or copy the same except as expressly permitted herein. c. Client Data. Client owns all Client Data. Client agrees that SSG may access User accounts, including Client Data, to provide Support or enforce the terms of this Agreement, and SSG may compile, use and disclose User statistics and Client Data in aggregate and anonymous form only. Client has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of use of all Client Data. d. Transition of Client Data at Termination. Prior to termination of this Agreement or any Order Form, Client may access and download their Client Data at any time via the standard Services interfaces and report ing. Upon termination of this Agreement or any Order Form, should Client elect SSG’s assistance in the extraction of Client Data, including any attachments, separate fees shall apply as included in an Order Form for the transition of said Client Data. Such transition must occur within ninety (90) days of termination or expiration of the SaaS Services. In no event shall SSG be liable to retain Client Data for a period in excess of ninety (90) days of the termination or expiration of the SaaS Services unless otherwise required by applicable law. 7 WARRANTIES AND DISCLAIMERS. a. Client Data Warranty. Client represents and warrants that it has the right to use and provide the Client Data to SSG. b. SSG Warranties. SSG warrants that the SaaS Services, as may be updated or enhanced by SSG from time to time will perform substantially in accordance with the Documentation under normal Client use and circumstances and that the Professional Services will be performed in a manner consistent with general industry standards reasonably applicable to the provision thereof. SSG is not responsible for any claimed breach of any warranty set forth in this Section caused by: (i) modifications made to the SaaS Services by anyone other than SSG or its authorize representatives; (ii) the combination, operation or use of the hosted SSG Software with any items not certified or expressly approved in writing by SSG; (iii) SSG’s adherence to Client’s specifications or instructions; (iv) Errors caused by or related to Internet Unavailability or Independent Client Activity; or (v) Client deviating from the Service operating procedures described in the Documentation or as otherwise approved in writing by SSG. Correction for defects or issues traceable to the above warranty exclusions will be invoiced at SSG's then standard time and material charges. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 12 c. Disclaimers. SSG, ITS LICENSORS, AUTHORIZED REPRESENTATIVES, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. SSG MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE OR OTHER SUPPORT SERVICES, EXPRESS OR IMPLIED, AT LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8 INDEMNIFICATION a. SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and agents harmless against any damages finally awarded and payable to any third party in any such suit or cause of action, alleging that a SaaS Service as used in accordance with this Agreement infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe on a registered U.S. patent or copyright of a third party, SSG may, in its sole discretion, (a) modify the Service to be non-infringing, (b) obtain for Client a license to continue using the affected Service, or (c) if neither (a) nor (b) are practical in SSG’s sole judgment, terminate the affected Service and return to Client the pro-rated portion of unused Service fees actually paid by Client for the affected Service. The foregoing obligations of SSG do not apply (i) to the extent that the allegedly infringing SaaS Service or portions or components thereof or modifications thereto result from any change or that are developed or configured in whole or in part in accordance with Customer’s specifications, made by Client or by any third party for Client, (ii) if the infringement claim could have been avoided by using an unaltered current version of a SaaS Service which was provided by SSG, (iii) to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by SSG, or any material from a third party portal or other external source that is accessible to Client within or from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not provided by SSG, or (v) to the extent that an infringement claim is caused by the provision by Client to SSG of materials, designs, know-how, software or other intellectual property with instructions to SSG to use the same in connection with the SaaS Service, (iv) to the extent that Client is in material breach of its obligations under the terms of this Agreement. The indemnity and other remedies set forth in this Section shall be the exclusive remedies of the Client with respect to any claim and actions for which SSG has an obligation of indemnity pursuant to this Section. b. Client Indemnity. Client agrees to defend, indemnify and hold SSG, its licensors, and its and their respective parents, subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all losses, including, but not limited to any damages, attorneys’ fees and costs finally awarded against Client or as a result of a court approved settlement arising out of or in connection with a third party claim concerning (a) the Client Data or the combination of the Client Data with other applications, systems, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by the Client Data or by the use, development, design, production, advertising or marketing of the Client Data; (b) any and all losses, including without limitation, data loss or damage to hardware, software and other property arising from Client’s or its Users’ acts and omissions in using the Services, including without limitation Independent Client Activity; (c) Client’s or its Users’ use of Services in violation of the terms of this Agreement or applicable law; or (d) a dispute between Client and any of its Users. c. Injunction. If Client’s use of the Services is or is likely to be enjoined, SSG may, without limiting SSG’s indemnity obligations hereunder, procure the right for Client to continue to use the Services or modify the Services in a functionally equivalent manner so as to avoid such injunction. If the foregoing options are not available on commercially reasonable terms and conditions, SSG may immediately terminate the Agreement and refund to Client a prorated amount of prepaid fees for the SaaS Service actually paid by Client for the unused portion of the then-current subscription Term. If the foregoing options are not available on commercially reasonable terms and conditions as it relates to Professional Services, SSG will refund to Client the fees paid for such Professional Services less a credit for use based on straight line depreciation applied on a quarterly basis over five years from the date of initial delivery of the Professional Services. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 13 d. Procedure. If one party herein (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, then the Indemnitee will, within 15 days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor or pursuant to this procedure. 9 NONDISCLOSURE. All Confidential Information (as defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. SSG may disclose Client’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Services. SSG may use Client’s Confidential Information solely as provided for under Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, and (b) as required to respond to any summons or subpoena or in connection with any litigation, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, SSG may retain information for regulatory purposes or in back-up files, provided that SSG’s confidentiality obligations hereunder continue to apply. For purposes of this Section, “Confidential Information” means information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing party. Confidential Information of SSG and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Agreement, all trade secrets, software, source code, object code, specifications, documentation, business plans, Client lists and Client-related information, financial information, auditors reports of any nature, proposals, as well as results of testing and benchmarking of the Services, product roadmap, data and other information of SSG and its licensors relating to or embodied in the Services. Information will not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other. The obligations of SSG set forth in this Section 0 will not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Client in connection with any present or future SSG product or service, and, accordingly, neither SSG nor any of its clients or business partners will have any obligation or liability to Client with respect to any use or disclosure of such information. 10 LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained in this Agreement, any Order Form, SOW, or other exhibits and attachments, SSG’s total liability for any and all damages may not exceed: (i) with respect to the SaaS Services, the fees (excluding implementation or other Professional Services fees) paid by Client for the twelve (12) month period preceding the action or event giving rise to the liability or (ii) with respect to the Professional Services, the total fees received by SSG from Client for the Professional Services under DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 14 the SOW giving rise to the liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SSG AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT THE CLIENT MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11 TERM AND TERMINATION a. Agreement Term. The term of this Agreement commences upon the execution of an Order Form referencing this Agreement and will continue in full force and effect until the expiration or termination of all such Order Forms, unless otherwise terminated earlier as provided hereunder. b. SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial Term”) and automatically renews for the same length as the Initial Term unless either party gives written notice 45 days prior to the end of the Initial Term, or any renewal term, of its intention to terminate the Order Form. The Initial Term and any renewal terms, combined, are referred to as the “Term”. The SaaS Services may not be terminated in whole or in part during the Initial Term or any Renewal Term, except as set forth in Section 11(c). c. Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section 5 which will have only a 10 day cure period; (ii) the other party ceases business operations; or (iv) the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the foregoing events). If SSG terminates this Agreement due to Client breach, Client agrees to pay to SSG the remaining value of the current Term (that Client acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty) equal to the aggregate recurring Service fees (as set forth in the Order Form) that will become due during the canceled portion of the Term. Where a party has rights to terminate, that party may at its discretion either terminate the entire Agreement or the applicable Order. In such case, Order Forms that are not terminated will continue in full force and effect under the terms of this Agreement. d. Suspension. SSG will be entitled to suspend any or all Services upon 10 days written notice to Client in the event Client is more than 60 days past due with any payment or otherwise in breach of this Agreement. However, SSG may suspend Client’s access and use of the SaaS Services immediately, with notice to Client following promptly thereafter, if, and so long as, in SSG’s sole judgment, there is a security or legal risk created by Client that may interfere with the proper continued provision of the SaaS Services or the operation of SSG’s network or systems. SSG may impose an additional charge to reinstate service following such suspension. e. Post Termination. SSG has no obligation to retain Client Data beyond three (3) months after the expiration or termination of SaaS Services. f. Survival. Sections 1, 2, 5, 6, 7c), 8, 0, 0, 11, and 12 will survive termination of this Agreement. 12 MISCELLANEOUS a. Compliance. During the term of the Agreement and for a period of one year following its termination, SSG will have the right to verify Client’s full compliance with the terms and requirements of the Agreement. If such verification process reveals any noncompliance, Client will promptly cure any such noncompliance; provided, however, that the obligations under this Section do not constitute a waiver of SSG’s termination rights and do not affect SSG’s right to payment for Services and interest fees related to usage in excess of the License Metrics. b. Force Majeure. Any party hereto will be excused from performance (except payment obligations) under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 15 result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. c. Non-Solicitation. Both parties agree not to recruit, divert, or solicit the employment of each other’s employees during the term of this Agreement and for a period of 12 months following termination or expiration of this Agreement; provided, however, that either party may engage in general solicitations (e.g., newspaper, online job postings, etc.) for employees in the ordinary course of business not specifically directed or targeted at the other party’s employees. d. Waiver. The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party will not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. e. Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof. f. Severability. If any of the provisions of this Agreement are determined be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement will be construed as if not containing the invalid or unenforceable provision or provisions, and the rights and obligations of Client and SSG will be construed and enforced accordingly. g. Assignment. SSG may assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. Client may not assign the Agreement or any of the rights or obligations under the Agreement without the prior written consent of SSG. h. Relationship of the Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. i. Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Texas without giving effect to its conflict of law provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Travis County, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Uniform Computer Information Transactions Act does not apply to this Agreement or orders placed under it. j. Entire Agreement. The Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter and will govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement may not be modified except by a writing signed by SSG and Client. SSG acceptance of a Client purchase order or other ordering document is for convenience only, and any additional or different terms in any purchase order or other response by Client are deemed objected to by SSG without need of further notice of objection and will be of no effect or in any way binding upon SSG. k. Use of Agents. SSG may designate any agent or subcontractor to perform such tasks and functions to complete any services covered under this Agreement. However, nothing in the preceding sentence will relieve SSG from responsibility for performance of its duties under the terms of this Agreement. l. Publicity. Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales presentations, marketing materials and press releases. m. Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given (a) upon receipt by personal delivery, delivery by overnight courier (with signature acknowledgement of receipt), or delivery by certified mail, (b) the second business day after DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 16 mailing via first class mail (other than pursuant to (a)), or (c) immediately if sent by email or by a notification delivered via the SaaS Services. All Notices to SSG shall be directed to Social Solutions Global, Inc., 10801-2 N. MoPac Expy., Suite 300, Austin, TX 78759, ATTN: Legal with a copy to legal@bonterratech.com, or the address set forth in the Order Form for Client. Either party may designate, by Notice to the other, substitute addresses, addressees for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers. PRIVACY POLICY ATTACHED DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 17 Privacy Policy This Privacy Policy applies to the various websites and the cloud based services (“Services”) owned and operated Social Solutions Global, Inc., our divisions, affiliates and subsidiaries (“SSG”, “we”, or “us”). SSG places the highest priority on protecting the privacy of its registered users (“Users”), the business entities whom such Users represent (“Clients”), as well as others who visit (“Visitors”) this Web site (“Site”). This site is designed for Users and adult Visitors of SSG, and is not intended for use by children under 13. Because SSG gathers certain types of information on the Site, this privacy policy (“Privacy Policy”) outlines the general terms and conditions surrounding what information SSG collects and how it is used. By registering as a User and/or visiting our Site, you are accepting the practices described in this Privacy Policy. Collection and Use of Information by SSG User Information Users communicate and exchange information (“User Information”) with SSG and other Users regarding their business relationship with SSG and our Services. User Information includes, without limitation, information submitted to SSG inclu ding contact information, userid, last and first name, email address and country. SSG handles User Information merely as a data processor and the Client is the data controller. Except as provided in this Privacy Policy and the applicable Master Services Agreement with our Clients, SSG will maintain the confidentiality of User and Client Information and will not disclose such information to third parties. Notwithstanding the foregoing, SSG shall disclose such information when required by government authorities conducting a lawful investigation and whenever SSG believes disclosure is necessary to limit SSG’s legal liability or is legally required, such as to comply with a subpoena or similar legal process. We also collect information when you voluntarily submit it to us, such as your first name, last name, email address, phone number, job title and company name, business phone, job level, job function and country. Throughout our site, we may provide the opportunity to register for an DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 18 event or conference, request access to various thought leadership such as white papers, reports, case studies etc., or participate in an online survey. It is completely up to you whether you want to provide any of your information. You may opt out of these types of marketing communications as outlined in the Opting Out of Marketing Communications of this Policy. When Users contact us for support or other customer service requests, we maintain support tickets and other records related to the requests, including any information provide d by Users related to such support or service requests. We may also collect call recordings related to support and customer service-related calls. Visitor Data When you access an SSG website as a User or Visitor, SSG collects, records and retains general non-personally identifiable data about such usage of our websites, including but not limited to the User’s or Visitor’s domain name, the IP address, the name of the web page from which each entered our websites, the locations each visits within our websites, and the amount of time spent on each page of our websites (collectively, “Data”). SSG uses this Data to determine the demographics of Users or Visitors, to analyze trends and to develop and distribute to third party’s aggregate statistics and general inf ormation about SSG. SSG will not disclose information that identifies specific Users or transactions, except as noted in the “User Information” and “Client Information Disclosure” sections of this Policy. Other Information As a Visitor or User, you may choose to send SSG a question via e-mail, register for a special service, request a call with an expert or otherwise communicate with SSG, such as voluntarily participating in a survey. SSG may also use such information to communicate with you and to enhance SSG, to better meet the needs of Users. Client Information Disclosure Upon request, SSG may disclose to a Client the activities of its authorized Users on our sites, including providing User Information and other information collected by SSG to the Client business entity. Aggregate Data DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 19 SSG may extract information that does not identify specific Users or transactions (collectively, “Aggregate Data”) from User Information, Data, Cookies, and other information collected on the Site and use such Aggregate Data for internal and/or commercial purposes. Third Party Relationships with SSG. Providers SSG has relationships with various third-party providers to maintain and provide services to SSG. These third parties are all bound by confidentiality agreements that p rotect the privacy of the SSG Users, must utilize information solely for providing services on behalf of SSG and are bound to keep any personally identifiable information they receive secure. SSG does not share, sell, rent or trade personally identifiable information with third parties for their promotional purposes. Links SSG also provides links to other web sites maintained by third parties unrelated to SSG. Please be aware that if you follow a link to another third-party web site, that site is not subject to SSG’s Privacy Policy, and SSG has no control over the use of information disclosed on such sites. SSG is not responsible for the privacy practices or content of such other sites. SSG encourages its Users to be aware when they leave the Site and suggests that Users read the privacy policies of each site visited. Social Media Features and Widgets Our Web sites may include Social Media Features and Widgets, such as the Share this button or interactive mini-programs that run on our site. If you choose to interact with any such Feature, the Features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy policy of the company providing it. Tracking Technologies Technologies such as: cookies, beacons, tags and scripts are used by SSG and our partner e.g. marketing partners, affiliates, or analytics or service providers, e.g. online Client support provider, etc. These technologies are used in analyzing trends, administering the site, tracking users’ movements around the site and to gather demographic information about ou r user base DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 20 to improve and operates our web sites. We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis. We use cookies to help personalize your online experience. We use cookies that are session- based and persistent-based. Session cookies exist only during one session. They disappear from your computer or device when you close your browser software or turn off your computer. Persistent cookies remain on your computer or device after you close your browser or turn off your computer. You can control the use of cookies at the individual browser level. If you reject cookies, you may still use our site, but your ability to use some features or areas of our site may be limited. As is true of most Web sites, we use a third-party tracking-utility partner to gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. We use this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site and to gather demographic information about our user base. We use Local Storage Objects (LSOs) such as Flash cookies and Local Storage, such as HTML5 to store content information and preferences. Third parties with whom we partner to provide certain features on our site or to display advertising based upon your Web browsing activity use LSOs such as HTML 5 to collect and store information. Various browsers may offer their own management tools for removing HTML5. To manage Flash cookies, please click here: http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manag er07.html Behavioral Targeting/Re-targeting We partner with a third party to either display advertising on our Web site or to manage our advertising on other sites. Our third-party partner may use technologies such as cookies to gather information about your activities on this site and other sites to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for serving you interest-based ads, you may opt-out by clicking here. (or if located in the European Union, click here) Please note this does not opt you out of being served ads. You will continue to receive generic ads. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 21 Forums/Chat If you use a forum or other chat tool on this Site, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. SSG is not responsible for the personally identifiable information you choose to submit in these forums. You are also responsible for using these forums in a manner consistent with the Terms of Use, Acceptable Use Policy, this Privacy Policy or other terms and conditions set forth on the relevant forum site. All forums are hosted by a third-party service provider of SSG. To request removal of your personally identifiable information from our blog or any forum, contact us at support@socialsolutions.com. In some cases, we may not be able to remove your personally identifiable information, in which case we will let you know if we are unable to do so and why. Billing SSG uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on SSG’s behalf. Compelled Disclosure SSG reserves the right to use or disclose information provided if required by law or if SSG reasonably believes that use or disclosure is necessary to protect SSG’s rights and/or to comply with a judicial proceeding, court order, or legal process. International Transfer of Data SSG primarily stores Data about Users and Visitors in the United States, but some information may be stored in local instances of the SSG software. To facilitate SSG’s operations, SSG may transfer and access such information from the United States or from other countries in which SSG operates. This Privacy Policy shall apply regardless of or the location of any Data storage or access. Security General SSG and its third-party providers have implemented extensive security measures to help protect against the risk of loss, misuse and alteration of any information under SSG’s control DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 22 including using encryption, limiting employee access, and using industry-standard controls such as firewalls and secure environments for personally identifiable information. Client Security Additionally, to protect the security and integrity of the proprietary and confident ial information of SSG’s Client and Client’ Users that interact on the non -public portion of SSG’s secure collaboration network, SSG has taken the following actions, among many others, to ensure that SSG meets the strict security needs of SSG’s Client: Corporate Security Policy SSG has adopted and enforces a Corporate Security Policy to protect all proprietary and confidential information of SSG’s Client. The Corporate Security Policy addresses information classification, information security procedures (electronic and hard copy information), limited disclosure procedures, physical facility access and general security awareness and enforcement. All Client information is classified as “highly confidential” under the corporate security policy. Authentication SSG has deployed industry standard Client authentication and User verification procedures to limit access to Client information to only those participants that our Clients authorize. Disclaimer Notwithstanding SSG’s extensive efforts, such security measures may not prevent all loss, misuse or alteration of information disclosed on the Site. Therefore, we cannot guarantee its absolute security. Procedure for Accessing and Correcting Information SSG may retain your information for a period of time consistent with the original purpose of collection. For instance, we may retain your information during the time in which you have an account to use our web sites or Services and for a reasonable period of time afterward. We also may retain your information during the period of time needed for SSG to pursue our legitimate business interests, conduct audits, comply with our legal obligations, resolve disputes and enforce our agreements. Users of SSG Services can access their User Information and other appropriate Client-identifiable information collected by SSG by contacting DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 23 SSG’s Client Support at support@socialsolutions.com. If a User believes there are factual errors in such information or would like to update such information, the User may contact SSG’s Client Support and/or Client’s Company Administrator and detail the inaccurate information. SSG and/or Client’s Company Administrator will verify and cor rect any factual errors within thirty (30) days. Users have the right to request that their User Information and other Client identifiable information collected by SSG be deleted by contacting SSG’s Client Support. Information will be deleted within thirty (30) days. We will retain your information for as long as your account is active or as needed to provide you or the applicable Client services. If you wish to cancel your account or request that we no longer use your information to provide you services contact us at unsubscribe@socialsolutions.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. If you have only been a Visitor to our site and not a User of our Services, and you would like to access, correct, modify or delete Your Data, please review the “Contact Us” section below. Requests to access, change, or delete your information will be addressed within a reas onable timeframe. Opting Out of Marketing Communications Users may choose whether to receive direct marketing communications relating to SSG at the time of registration. If a User subsequently does not want to receive information about special offers available through SSG or if a User no longer wishes to receive SSG’s newsletter and promotional communications, User may opt-out of receiving them by following the instructions included in each newsletter or communication or by contacting SSG as set forth below: To “Unsubscribe” from an email marketing communication you have received from SSG, you can follow the instructions to unsubscribe or update your email preferences at the bottom of the SSG email communication. You can also “Unsubscribe” from SSG direct ma rketing communications by sending (i) an email to unsubscribe@socialsolutions.com with the following in the subject line: “Unsubscribe from Social Solutions communications” (ii) a written notice to 108 01-2 N. MoPac Expy, Suite 400, Austin, TX 78759, Attn: Marketing or (iii) a fax to Social Solutions at 1.443.438.1151, Attn: Marketing. Please indicate in your notice the following: your name, address, email address and the SSG communication from which you wish to be removed. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF 24 User will be notified when personally identifiable information is collected by any third party that is not an agent/service provider of SSG, so that a User can make an informed choice as to whether to share information with that party. Modification of Privacy Policy We reserve the right to modify this Privacy Policy at any time and we encourage you to periodically review this Privacy Policy to be informed of how SSG is protecting your information. Changes to the Privacy Policy will be effective upon posting. Contact Us If you have any questions, please refer to the appropriate contact below: Accessing and Correcting User Information: Email: support@socialsolutions.com or unsubscribe@socialsolutions.com Questions about Marketing Communications: Email: unsubscribe@socialsolutions.com Questions about this Privacy Policy or about SSG’s handling of your information: Email: legal@socialsolutions.com Mailing Address Social Solutions Global, Inc. Attn: Legal – DMCA Complaints 10801-2 N. MoPac Expy Suite 400 Austin, TX 78759 This Privacy Policy was last updated on May 24, 2018. DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE American Guarantee and Liability Ins Co American Zurich Insurance Company Continental Casualty Company 10/27/2023 AssuredPartners of MO, LLC 12645 Olive Blvd, Suite 300 St Louis, MO 63141 314 523-8800 Lisa Berry 314 523-8800 314 453-7555 Lisa.berry@assuredpartners.com Social Solutions Global, Inc. 10801 -2 N. MoPac Expy. Bldg. 400 Austin, TX 78759 26247 40142 20443 A X X CPO075312901 08/17/2023 08/17/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X BAP072241201 08/17/2023 08/17/2024 1,000,000 A X X X 0 AUC075313001 08/17/2023 08/17/2024 15,000,000 15,000,000 B N WC072241302 08/17/2023 08/17/2024 X 1,000,000 1,000,000 1,000,000 C Cyber Liabil Tech E&O 596792486 08/17/2023 08/17/2024 Each Claim: $10,000,000 Agg Limit: $10,000,000 Retention: $350,000 Orange County, is officers, agents and employees is/are included as additional insured where required by written contract. Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 1 of 1 #S628820/M580018 BONTELLCClient#: 16867 JUDAV DocuSign Envelope ID: F5E31FF7-C240-4114-9DFF-DC42EBC6CF56DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF