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l6 t7 l9 Ll0 2.1 3.2 3.2.1 3.2.2 3.1 3.l l 3.t.2 313 2.2 7i Failure to pav ALSF. In the evenr that Client shall fail to pay the ,ALSF b,v the Annual Remittance Date. or in the event there shall exist an1' dal|rtq*,tCy t" tt* CIient's account, Streanrline resen'es the nght- in its sole and absolute discretion. to terminate the Agreement and discontinue or suspend all Service to CIient upon ten ( I0) da)'s e-mail nolice, without tiabilitv for actual compensatory or consequential damages to Client tbr any iniemtption in Senice. Should Strearnline terminate the Agreement as provided in the previous sentence, Streamline shall have the sole and abiolute discretion to continue tvith the terms of the Agreement, as though the Agreem€nt was never terminated in the first place, should all delinquent paymenls be made by Client to Streamline. Chanees in Fees. Except in rhe case ofa material change in the Sen ices agreed to in rvriting by both Panies, Streamline shall not raise its Annual S.*i." f"" fiffre the expiration of the lnitial Term. Notwithstanding, Streamline shall have the right, flrom time to time, to revise on a service-by- service basis, after the Initial Term, any of the tbes s€t tbrth in this Agreement. Revised lees shall take eflect on the Annual Remittance Date of that year (For example. ifthe Annual Remittance Date is the first ofeach 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 (rhirty) day notice prior to any proposed pricing increase. thereby allorving sufficient time for revierv and potential termination pursuant to Section Accented Use Policv Client may only use the Services tbr larvful purposes. [n the event Streamline reasonably believes the Senice is being used by Cl""ttr.) f"r *y illegal aitivity; (b) in contravention of any of the terms and provisions of this Agreement, or (c) in contravention of Streamline's Acceptable Uie 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 CIient rvithout liability for actual compensatory or consequential damages to Client lor any intenuption in.$gyjcs rvig-in nvo (2) bgglnegq {gg {9r pqgvidlng rwitten notice and a reques_t to cure, rvhich notice shall specify Streamline's gooa rilttr ana iiasonabte bJlief as to ,utri iiiJ Serolle li beiri'g used in iontraveniion ofthis AglEemint or the AUP. I.llpAA DISCLAIMER: You may NOT use rhe Streamline Inspections sofhvare application and the cloud-based inspeclion platform lor hosting "protected health information" as that term is used in the liealth Insurance Portability and Accountability Act C'HIPAA"). Streamlini Inspections sothvare is NOT HIPAA compliant and was notdesigned for storage ofinfonnation rvhich is protected under applicable HIPAA rules. Users are solely responsible for any applicable compliance rvith t'ederal and state laws goveming privacy and siiuritv ofpersonal data including medical and other sensitive data. We specifically disclaim any representation or warrant that the Soflrvare, as offered, complies rvith the lederal HIPAA guidelines. Use ofthe Soft\vare for storage of"protected health information" as detlned by IIIPAA is a material violation of this Agreement. We do not sign "Business Associate Agreements" and the user of the Sotltvare agrees that the Company is not a Business Associate or subcontractor or agent ofyours pursuant to HIPAA. NoLease. ThisAgreementisalicenseandsewicesagreementandisnotintendedtoandshall notconstirutealeaseofan.vreal orpersonal propefq-. ARTICLE 2 TERMINATION Termination for Cause. In the event CIient or Streamline breaches any material provision of this Agreement and lails to cure such breach within tn tiOl aiyiafter lvritten notice thereof, the non-breaching Party may terminate this Agreement immediately by lvritten notice to the other Party ln the event that Cli€nt or Streamline: (a) becomes insolvent: (b) files a petition for bankruptcy relief, or has such a petition filed against it (and t'ails to lifi any stay imposed thereby rvithin sixty (60) days after such stay becomes effective): (c) has a receiver appointed rvith respect to all or substantially all ofits assets: (d) makes an assignment lor the benefit olcreditors; (e) t'ailure to pay ALSF as set forth under Section 1.6; (O failure to abide bt, the licensing restrictions set fbrth under Section 1.3 or Section L4: or (g) ceases to do business in the ordinary course; then the other Party may terminate this Agreement immediately by written notice Rights uoon Termination without Cause. In the event this Agreement is terminated upon lhirtv (30) day notice as sel forth in Section L2, Client shall pay Streamline for all undisputed Services provided to Client up to and including the date oftermination. Removal ofContent. Upon any termina{ion ofthis Agreement, Streamline shall remove all site content and/or any Licensed Product from any of Streamline's equipment or any of Client's equipment carrylng 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 ofthe Client's site conlent or other data. ARTICLE 3 REPRESENTATIONS AND WARMNTIES Streamline Reoresentations. Streamline represents and lvarrants that it: Shall provide the Services in reasonable conformance rvith the specifications set Forth in this Agreement and the Exhibits; Shall provide the Services rn a reasonably professional manner; IIas not and shall not infringe(d) upon or misappropriate(d) any third paq,'s copl'right, palents, trade secre6, trademark, trade name, or other proprietary or intellectual property right with respect to the Services; and Own(s), orhas the authorit-v to use, all hardrvare, softrvare and other materials necessaq,to provide the Services described herein. Acknorvledges thar Client orvns the data entered ioto the system during clients use ofthe softrvare and data may be provided back to the Client upon termination ofthis agreement upon written request oflhe client. Client Representations. Client and the undersigned signatory for Client represents and warrants that he/she/it: Own(s), or has the authority to use, all hardware. sofnvare and other materials regarding the Client Supplied Software; Has full authority to enter into this Agreement on behalf of Client; 3. t.4 3.1 .5 Streamline License and Service Agreement Revised 1211412020 2 Doc lD: 788f86aca01 c9cdade026bab91 I 1 4b4e97 247 sbb