STREAMLINE - Licesnse and Service Agreement partially signed

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1.6 Failure to Pay ALSF. In the event that Client shall fail to pay the ALSF by the Annual Remittance Date, or in the event there shall exist any delinquency in the Client's account, Streamline reserves the right, in its sole and absolute discretion, to terminate the Agreement and discontinue or suspend all Service to Client upon ten (10) days e-mail notice, without liability for actual compensatory or consequential damages to Client for any interruption in Service. Should Streamline terminate the Agreement as provided in the previous sentence, Streamline shall have the sole and absolute discretion to continue with the terms of the Agreement, as though the Agreement was never terminated in the first place, should all delinquent payments be made by Client to Streamline. 1.7 Changes in Fees. Except in the case of a material change in the Services agreed to in writing by both Parties, Streamline shall not raise its Annual Service Fee before the expiration of the Initial Term. Notwithstanding, Streamline shall have the right, from time to time, to revise on a service -by - service basis, after the Initial Term, any of the fees set forth in this Agreement. Revised fees shall take effect on the Annual Remittance Date of that year. (For example, if the Annual Remittance Date is the first of each year and the revised fee schedule is effective on November 5, 2020, then the revised fees and the subsequent revised ALSF shall take effect and be due on December 1, 2020.) Streamline shall provide Client with a 60 (thirty) day notice prior to any proposed pricing increase, thereby allowing sufficient time for review and potential termination pursuant to Section 1 _ahnve in the_case_ofa.material change, the Parties shall mutually execute a written amendment regarding the same. 1.8 Accepted Use Policy. Client may only use the Services for lawful purposes. In the event Streamline reasonably believes the Service is being used by Client: (a) for any illegal activity; (b) in contravention of any of the terms and provisions of this Agreement; or (c) in contravention of Streamline's Acceptable Use Policy as may be posted from time to time (the "AUP"), then upon such occurrence, Streamline shall have sole and absolute discretion to immediately suspend Service to Client without liability for actual compensatory or consequential damages to Client for any interruption in Service within two (2) business days after providing written notice and a request to cure, which notice shall specify Streamline's good faith and reasonable belief as to why the Serveing used in contravention of this Agreement or the AUP. ice is b 1.9 HIPAA DISCLAIMER: You may NOT use the Streamline Inspections software application and the cloud -based inspection platform for hosting "protected health information" as that term is used in the Health Insurance Portability and Accountability Act ("HIPAA"). Streamline Inspections software is NOT HIPAA compliant and was not designed for storage of information which is protected under applicable HIPAA rules. Users are solely responsible for any applicable compliance with federal and state laws governing privacy and security of personal data including medical and other sensitive data. We specifically disclaim any representation or warrant that the Software, as offered, complies with the federal HIPAA guidelines. Use of the Software for storage of "protected health information" as defined by HIPAA is a material violation of this Agreement. We do not sign "Business Associate Agreements" and the user of the Software agrees that the Company is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. 1.10 No Lease. This Agreement is a license and services agreement and is not intended to and shall not constitute a lease of any real or personal property. ARTICLE 2 TERMINATION 2.1 Termination for Cause. In the event Client or Streamline breaches any material provision of this Agreement and fails to cure such breach within ten (10) days after written notice thereof, the non -breaching Party may terminate this Agreement immediately by written notice to the other Party. In the event that Client or Streamline: (a) becomes insolvent; (b) files a petition for bankruptcy relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (c) has a receiver appointed with respect to all or substantially all of its assets; (d) makes an assignment for the benefit of creditors; (e) failure to pay ALSF as set forth under Section 1.6; (f) failure to abide by the licensing restrictions set forth under Section 1.3 or Section 1.4; or (g) ceases to do business in the ordinary course; then the other Party may terminate this Agreement immediately by written notice. 2.2 Rights upon Termination without Cause. In the event this Agreement is terminated upon thirty (30) day notice as set forth in Section 1.2, Client shall pay Streamline for all undisputed Services provided to Client up to and including the date of termination. 2.3 Removal of Content. Upon any termination of this Agreement, Streamline shall remove all site content and/or any Licensed Product from any of Streamline's equipment or any of Client's equipment carrying the same. Client acknowledges that in the event of a termination of this Agreement, Streamline does not retain and shall not be responsible for any damage to or loss of the Client's site content or other data. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Streamline Representations. Streamline represents and warrants that it: 3.1.1 Shall provide the Services in reasonable conformance with the specifications set forth in this Agreement and the Exhibits; 3.1.2 Shall provide the Services in a reasonably professional manner; 3.1.3 Has not and shall not infringe(d) upon or misappropriate(d) any third party's copyright, patents, trade secrets, trademark, trade name, or other proprietary or intellectual property right with respect to the Services; and 3.1.4 Own(s), or has the authority to use, all hardware, software and other materials necessary to provide the Services described herein. 3.1.5 Acknowledges that Client owns the data entered into the system during clients use of the software and data may be provided back to the Client upon termination of this agreement upon written request of the client. 3.2 Client Representations. Client and the undersigned signatory for Client represents and warrants that he/she/it: 3.2.1 Own(s), or has the authority to use, all hardware, software and other materials regarding the Client Supplied Software; 3.2.2 Has full authority to enter into this Agreement on behalf of Client; Streamline License and Service Agreement Revised 12/14/2020