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8362 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE 8362- Find Help October 5, 2024 Kayla Clark Customer Agreement with Aunt Bertha Page 1 of 27 [v Sept 2022] Customer Subscription Agreement and Order Customer: City of Denton (“Customer”) Address: 601 East Hickory Street City, State, Zip: Denton, Texas 76205 Upon execution of this Order, Customer and Aunt Bertha, a Public Benefit Corporation (“Aunt Bertha”, also doing business as findhelp® and findhelp.org) will be parties to a legally binding contract consisting of this Order, the attached State and Local Government Customer Subscription Terms and Appendix C Denton County Cybersecurity and Data Access (collectively, the “Agreement”). 1. Subscription Term Initial Subscription Term: October 5, 2023[Start Date] through October 5, 2024[End Date]. Future Subscription Terms: The term is for one (1) year, with no renewal options. 2. Services & Fees The following selection list will indicate which Services are being subscribed by the Customer. For clarity, to the extent that API Services are subscribed and no Platform Services are selected, then Customer will have no subscription to utilize the Platform. Aunt Bertha agrees to provide and Customer agrees to pay for the following Services: Platform Services Fees ✓ Professional Platform One (1) Customer Branded Staff Site for City of Denton $24,000 per year, discounted $16,000 to $8,000. ✓ One (1) Shared Coalition Branded Community Site for the Denton County Coalition (Denton County Public Health, City of Denton, and City of Lewisville) Included subject to the Coalition Lead Entity’s Approval and Continued Funding of the Shared Community Site ✓ Included Platform Support In addition to ongoing updates, standard support and maintenance and updates of the findhelp Platform: O support.findhelp.com; the comprehensive findhelp self-service portal includes online training, release notes, and basic troubleshooting steps O support@findhelp.com and to assist with support concerns and unique reviews. Included with Platform Subscription API Services Fees NA No API Services Selected NA DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 2 of 27 [v Sept 2022] Additional Services Fees ✓ Professional Initial Launch Package Implementation, Configuration, Training (1 virtual), and Launching for Professional Platform (6 months) $15,000 one-time fee, discounted $15,000 to $0 ✓ Customer Success - Support Package (After 6-month implementation phase) With collaboration and cooperation from the Customer team: ● Quarterly executive business review with a findhelp Customer Success Manager (CSM) - includes metrics review, goal setting, and action planning with Customer team to continue to have successful upcoming quarters. ● Consistent strategy and project plan check-in calls with your CSM - best practice is bi-weekly or monthly ● Recommendations on best practices and guidance around KPIs and outcomes ● Hands-on guidance for technical configuration support, including configuration updates, workflow design and troubleshooting. ● CSM support via email and phone to navigate platform issues and troubleshooting. $6,000 per year, discounted $6,000 to $0 ✓ Community Engagement - Support Package With collaboration and cooperation from the Customer team: ● Monthly progress and support meeting ● Advisement on nonprofit trends and best practices for partnership ● CBO Marketing Campaigns + Awareness Generation ● Quarterly progress reports on network status and best practice recommendations $0 per year. As Needed Additional Services See Appendix A The Platform Services Fees and API Services Fees are, collectively, the “Subscription Fees.” Initial Subscription Term Fees $42,000 Initial Subscription Term Discounts $(34,000) Amount Due for the above-ordered Services During Initial Subscription Term $8,000 3. Scope of Use Customer is purchasing a subscription license for above-identified Aunt Bertha Services to be used within the scope by Customer and Authorized Customer Users (all Customer designated employees and contracted personnel, who are located in, and will limit their access to the Site, from within the United States) who Customer determines need access to Customer’s staff Site and Denton County Coalition’s branded public facing Site for Community Users for Customer’s operations offered within the State of Texas, and as is standard with all Aunt Bertha projects national coverage for Aunt Bertha provided Data, including CBO related programs and information, is included, and the public facing site is intended for public access throughout the United States. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 3 of 27 [v Sept 2022] 4. Travel and Associated Expenses The parties do not anticipate the need for any travel under this Agreement and understand all services will be performed via remote online and electronic methods. If the parties agree to have any services performed other than via remote online methods, Customer will be responsible for reimbursing Aunt Bertha for travel and associated expenses for in-person travel. Flights will be coach class unless not available. Meals will be billed at the per diem rate for meals and incidental expenses as issued by the Internal Revenue Service for day rate and travel day rate. Receipts for meals and incidentals will not be required. Travel and associated expenses will be invoiced monthly and due thirty (30) days from the date invoice is issued, irrespective of Invoice Schedule selected below. 5. Taxes City of Denton is exempt from federal excise taxes, state taxes, and city sales tax and will furnish a tax exemption certificate upon request. x Place an X to the left if you are exempt from sales tax and commit to providing proof of this exemption. Aunt Bertha will follow up with you to collect your sales tax exempt documents. If Customer is not sales tax exempt this box should be left empty and sales tax will be added. 6. Invoice Schedule Customer will be invoiced upon execution of this agreement for the subscription and implementation (one-time) fees due for the Initial Subscription Term. After the initial invoice, an invoice will be sent at the beginning of each consecutive renewal Subscription Term. Subscription Services (any items with recurring fees) added during a Subscription Term will be invoiced at an amount prorated to the Customer’s next occurring subscription renewal date, and all other items will be invoiced as ordered or otherwise mutually agreed in writing. All invoices are due within thirty (30) days from Customer’s receipt of invoice. 7. Billing Contact The following person will be the main Customer contact for all billing and payment communication. Changes to this contact must be made by emailing ar@findhelp.com with new contact information. Name: Courtney Douangdara Email: Courtney.Douangdara@cityofdenton.com Phone: 940-349-7235 Other Billing Instructions: DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 4 of 27 [v Sept 2022] The authorized representatives of the parties have executed this Agreement effective as of the last day signed by a party: City of Denton (“Customer”) Aunt Bertha, a Public Benefit Corporation (“Aunt Bertha”) By: By: Name: Name: Tyler Hartung Title: Title: VP of Finance Date: Date: Thank you from the entire team at Our Mission: Connecting all people in need and the programs that serve them (with dignity and ease). DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE 9/18/2023 Buyer, City of Denton Purchasing Kayla Clark 9/18/2023 Customer Agreement with Aunt Bertha Page 5 of 27 [v Sept 2022] Appendix A: Services Rate Sheet [current as of August 2022] The services listed below are for additional optional services (unless selected on the Order Form) and their current available rates. These services are supplemental and not required for an initial launch and are available to serve customers for ongoing needs and initiatives during and after go-live. We can provide estimated fees for any of the below services. Travel and related travel expenses (subject to Customer pre-authorization) apply for any onsite visits and trips outside of onsite training included in Implementation Fee. Service Rate Branded Mobile App for a Community Site (iOS or Android) $10,000 per year. Live Search Help $6,000 per year. Data Warehouse Access $12,000 per year as a stand alone. Premium Reports & Insights $18,000 per year (includes Data Warehouse Access) Enterprise API Available to use within a Customer System (“System”) Price to be quoted after discussing and understanding use case. Marketplace for Goods & Services Fulfillment Varies based upon the transaction type and the Marketplace Supplier, subject to separate ordering and terms Custom Development $225 per hour. Non-standard Integrations and After Hours Technical Support $150 per hour. Ongoing Support & Services Customer Success Manager/Project Management - $135 per hour Technical Advisor/Project Management - $150/hour Custom-scoped Community Engagement Support - $135 per hour Reporting Services - $150 per hour Executive Advisor - $250 per hour Professional Services Priced based on scope of work Additional Staff Trainings Virtual Staff Trainings: $250 per training. Onsite Staff Trainings: $250 per training + Travel and Expenses. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 6 of 27 [v Sept 2022] Our Mission: Connecting all people in need and the programs that serve them (with dignity and ease). State and Local Government Entity Customer Terms (End User) Subscription Services Agreement The parties agree this Customer Agreement will only apply to the extent permissible and not prohibited by laws of the State of Texas in which the Customer (a state or local public governmental entity) is located and any applicable United States federal law: Overview of findhelp Services and Options: Aunt Bertha, a Public Benefit Corporation (also d/b/a findhelp® and findhelp.org) provides certain findhelp Services [findhelp’s commercially available web-based social services technology platform application, functionality, integrations, data, and communication options] for use and configuration by Customer and Customer self-designated authorized users. With the findhelp platform, Customer is able to set up and manage the Customer’s own administrative users and other authorized users (and groups of users) and may elect to use various automated configuration options and functionality. Findhelp provides options for online and staff support for customers and other users of the findhelp platform, and the findhelp platform subscription does not require findhelp personnel to access any of the Customer’s sensitive and personally identifiable data that may be stored or entered by Customer or other users within the findhelp platform. Findhelp and findhelp personnel shall have no responsibility to enter, send, request, or receive any data on behalf of the Customer, all such options are available for use and configuration by Customer and Customer’s Authorized Users. Without express written agreement by an authorized representative of findhelp, Customer agrees not to request or require findhelp personnel to enter, send, request, or receive any data on behalf of Customer. In the event Customer may request specialized professional services and unique deliverables that findhelp may be able to provide in addition to the currently available findhelp platform subscription and related support options, the findhelp team will communicate and engage in good faith efforts to finalize the details in a mutually acceptable Statement of Work for any additional customer-specific requirements and deliverables that are outside the parameters of the current functionality and configurations available to our Customers within the findhelp Services. Such additional services would, for example, be to assist the Customer with customer specific needs and requirements, including dedicated staff augmentation, extra customized training, including for example Customer-specific additional security and screening requirements and processes for any assigned findhelp personnel and any subcontractors as may be mutually agreed and identified by Customer and findhelp. 1. DEFINITIONS “Assistance”: the findhelp Customer or other findhelp User requested help: services (for example wheelchair ramp installation, home modifications, pest control, transportation) and/or products (for example, prepared meals, car seats, including delivery options) that may be selected by Customer as part of a Referral, including the fulfillment of the Referral by the CBO. “Aunt Bertha” or “findhelp” means Aunt Bertha, a Public Benefit Corporation, also doing business as findhelp and findhelp.org. “findhelp API” means findhelp’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by findhelp, including, without limitation, through its developer website and via the Platform. “findhelp Marks” means Aunt Bertha® and findhelp®, and findhelp’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the Services pursuant to this Agreement. “Authorized Customer User” means, collectively Customer and any of Customer’s individual employees, agents, or contractors accessing or using the Services on Customer’s behalf under the rights granted to Customer pursuant to this Agreement. “Community Based Organization” or "CBO" or “Program” means an organization or program that provides community, social, or other services to individuals that is listed on the Site. The legal entity or individual (Community Based DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 7 of 27 [v Sept 2022] Organization) that is responsible for the Program that receives the Referral to fulfill the request for Assistance. These entities are a variety of private and public entities that provide the listed programs at no or reduced costs or other specialized services to persons in need in their applicable areas of operation in the United States. The Programs are independent entities who offer help (programs) to provide the requested Assistance in response to Referrals submitted by other users of the findhelp Services to the Program. The Programs and are not subcontractors of findhelp. “Community User” means a member of the general public (not an Authorized Customer User) who accesses the Site. “Confidential Information” means any and all non-public information disclosed by one party to the other party pursuant to this Agreement in any form or medium, whether oral, written, graphical or electronic, that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Aunt Bertha, dba findhelp,_acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Aunt Bertha dba findhelp to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Aunt Bertha dba findhelp to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. “Customer Affiliate” is defined as a company which controls, is controlled by or is under common control with Customer where “control” is defined as the power to direct the management and policies of the entity in question, whether by contract, ownership of voting securities, or otherwise. A Customer Affiliate shall only be considered such for so long as such control exists. “Customer Content” means the data, media and content submitted, stored, posted, displayed, or otherwise transmitted by Customer and Authorized Customer Users to findhelp through the Service, but does not include any data collected by Customer through use of or in connection with the Services. For clarity, Customer Content does not include Community User data or any other Non-Customer Originated Data. “Data” means the Customer Content, Seeker Data, and Non-Customer Originated Data as it is made generally available by findhelp to Community Users and findhelp’s general customer base. “Documentation” means text and/or graphical information and data made available from or provided by findhelp to Customer, whether electronically or printed or as part of the Services, that describe the generally available features, functions and operation of the Services, and which are designed to facilitate use of the Services. “Materials” mean collectively all the text, Non-Customer Originated Data, information, software, graphics, photographs and more, including the Documentation, the Platform and findhelp API through which findhelp offers the Services. Materials include any and all intellectual property embodied in the Materials including the findhelp Marks. Materials does not include Customer Content. “Non-Customer Originated Data” means findhelp’s vast database of content that findhelp continuously collects and stores based upon its own database of content and pursuant to separate content agreements with third parties, including its Community Users. “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org). “Order” or “Order Form” means the ordering documents (may be referred to as a Statement of Work) for Services purchased from findhelp that are mutually agreed upon and executed hereunder by the parties from time to time. These Customer Terms and Conditions shall be deemed incorporated into each Order entered between the parties (collectively, the ‘Agreement’). “Platform” means a “customer-branded” presentation of the Site that may be licensed by Customer pursuant to an Order, subject to the terms of this Agreement. “Referral” is a request for Assistance in the Platform by the Customer (or a Community User of the Customer’s branded public facing platform) on findhelp Platform using the Referral Functionality to be provided to designated Recipient(s) for Assistance fulfilled by the CBO designated by Customer. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 8 of 27 [v Sept 2022] "Seeker" means the specific individual that is the subject of any referral, assessment, note, survey, or similar activity performed on or using the Site or Services. The individual person(s) (sometimes referenced as Community Users or Seekers) or entity(ies) designated and referred by the Customer or User to be the recipient of the Assistance. “Seeker Data” means information about a Seeker that is processed or created by, or entered into, the Site or Services by anyone. For avoidance of doubt, forms, assessments, surveys, and similar content created by Authorized Customer User to collect such information is not Seeker Data. “Services” means any and all services, tools, software, content, applications and functionalities as may be provided by findhelp to Customer under this Agreement, including access to and use of the Platform and the findhelp API, which is offered on a subscription basis, and the Data as presented to findhelp’s general customer base through the Platform including access to and use by way of such Platform and API further described in the Order depending upon the Services subscribed by the Customer pursuant to the Order. Services include the API License, the Platform License and any or all other services purchased pursuant to an Order. “Site” means, collectively, the sites located at the URL: www.findhelp.com , findhelp.org ,as well as all associated sites linked or redirected to such sites by findhelp, its subsidiaries and affiliated companies, whether as presented to end users by findhelp or as presented by the Customer pursuant to and subject to a Platform License. “Subscription Term” means each period of time that Customer has subscribed to the Services stated in an Order, or extension. Unless otherwise agreed in writing, each Subscription Term will be for consecutive twelve-month periods from acceptance by findhelp of the applicable Order for the Services. “System” means, in the event that an API License is granted in the Order, the Customer managed software system that is listed in the Order with which the licensed API is permitted to interact. “User Terms” means the “Aunt Bertha Privacy Policy” located at https://company.findhelp.com/privacy/ and the “End User Terms of Service” located at https://company.findhelp.com/terms/. These terms apply to public users of the Sites made available publicly online. To the extent available within the features and functionality of the Services, Customer is able to provide disclaimer wording and Customer’s own linked terms for use on Customer’s branded public-facing Site. 2. PLATFORM LICENSE; AND API LICENSE; RELATED INTELLECTUAL PROPERTY RIGHTS, UNIQUE DELIVERABLES 2.1. Platform License. If Customer purchases a license to the Platform pursuant to the Order then this Section 2.1 will apply. All rights to use the Platform are subject to Customer’s subscription to and payment for applicable Platform Services that are agreed pursuant to an Order. In consideration of Customer’s payment of applicable Fees, subject to the terms and conditions of this Agreement, including but not limited to Section 3 below, findhelp hereby grants to Customer and its Authorized Customer Users a non-exclusive, non-transferable, non-sublicensable, within the USA only, revocable right and license during the Subscription Term (i) to access, input and interact with the Data within the Platform and (ii) to use, reproduce, transmit, publicly perform, publicly display, copy, process, and measure the Data solely (1) within the Platform and to the extent required to enable the ordinary and unmodified functionality of the Platform as described in the online descriptions, and (2) for the Customer’s internal business use (together “Platform Purpose”). Customer hereby acknowledges that the license hereunder is solely being provided for the Platform Purpose and not to modify or to create any derivatives based on the Data. Customer will take all reasonable measures to restrict the use of the Platform to prevent unauthorized access, including the scraping and unauthorized exploitation of the Data. Community Users who are not Authorized Customer Users do not require a separate license to be purchased on such Community User’s behalf by Customer. A Community User is granted the right to access general public capabilities of the Site when the Community User agrees to (and maintains compliance with) findhelp’s then current User Terms. 2.2. API License. If Customer purchases an API license pursuant to the Order, then this Section 2.2 will apply. All rights to use the findhelp API are subject to Customer’s subscription to and payment for applicable API Services that are agreed pursuant to an Order. In consideration of Customer’s payment of applicable Fees, subject to the terms and conditions of this Agreement, including but not limited to Section 3 below, findhelp hereby grants to Customer a non- exclusive, non-transferable, non-sublicensable, within the USA only, revocable right and license during the Subscription Term to: (i) access, use and make calls for real time transmission and reception of Data and information to the findhelp API, in object code form only; (ii) access, input, transmit, and interact with the Data solely for use with and within the DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 9 of 27 [v Sept 2022] System; and (iii) use, process, and measure the Data solely to the extent required to enable the display of the Data for “System End Use,” as defined in the following sentence (together, the “API Purpose”). The Authorized Customer Users are permitted read only access to the Data solely as and how the Data is presented to such Authorized Customer Users within the System and only within the USA (the “System End Use”). Customer hereby acknowledges that the license hereunder is solely being provided for the API Purpose and not to modify or to create any derivatives based on the Data. Customer shall ensure that the Authorized Customer Users will not access the findhelp API other than within the System and within the scope of use granted herein. Customer agrees that (w) Customer will not persist or cache any Data; (x) display of the Data in the System will be based on real-time API use; (y) Customer will use all reasonable efforts restrict the use of the System so as to prevent unauthorized access, including the scraping and unauthorized exploitation of the Data; and (z) Customer will install updates to the API that findhelp makes available from time to time within thirty (30) days of findhelp making an update generally available to its customer base. 2.3 Intellectual Property Understandings; Unique Deliverables. Customer shall own all right, title and interest to any unique Deliverables (as defined in this section) and findhelp agrees to grant to Customer a perpetual, non-exclusive, non-transferable, royalty-free license to use findhelp’s Background IP (defined below), Utilities, and Residual IP solely for Customer to use the Deliverables, subject to the following: (i) each party will retain all Intellectual Property Rights that it owned or controlled prior to the effective date of this Agreement or that it develops or acquires from activities independent of the Services performed under this Agreement (“Background IP”), (ii) findhelp will retain all right, title and interest in and to all Intellectual Property Rights in or related to the Services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in supplying the findhelp Services (collectively, the “Utilities”), and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates or output which are developed, created or otherwise provided by, used by or on behalf of findhelp in the course of performing the Services or creating the Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or data of Customer (collectively, the “Residual IP”), even if embedded in the Deliverable, and (iii) Customer use of software, online services, or software-enabled services in connection with the Services is pursuant to the terms of the applicable licensing software and cloud computing/platform terms. As used herein, “Deliverables” means the work product or tangible embodiment of specifically agreed services that are (i) prepared or performed by findhelp or its subcontractors uniquely and exclusively for a Customer and (ii) specifically identified in a signed Statement of Work as Deliverables expressly for the sole benefit and use of the named Customer. “Intellectual Property Rights” means rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications. 3. RESTRICTIONS 3.1. Materials. Customer shall not, and shall not permit any Authorized Customer Users to: (i) copy or duplicate any of the Materials in any form, regardless of technique (e.g., screen-scraping, downloading, printing or otherwise) except as permitted in this Agreement and the Documentation; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Materials is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Materials, or attempt to do any of the foregoing, and Customer acknowledges that nothing in the Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Materials, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of findhelp; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Materials; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Materials; (vi) use any Open Source Software in connection with any of the Materials in any manner that requires, pursuant to the license applicable to such Open Source Software, that any of the Materials be (1) disclosed or distributed in source code form, (2) made available free of charge to recipients, or (3) modifiable without restriction by recipients; (vii) assign, sublicense, sell, resell, lease, rent, disseminate, distribute, or otherwise transfer, make available, or convey, or pledge as security or otherwise encumber, Customer’s rights granted hereunder; (viii) host, save, preserve, memorialize, aggregate, collect, compile, or otherwise DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 10 of 27 [v Sept 2022] retain or store any of the Materials (or any copy thereof); (ix) use the Materials in any manner not expressly authorized by this Agreement, or (x) use the Materials, or findhelp API to create or benefit from any service that is competitive with the Platform or any other findhelp service. Customer’s use of any of the Materials will comply with all applicable laws, statutes, regulations or rules and Customer will not use any of the Materials in connection with any illegal activities. All copies of the Materials in Customer's possession, or any part thereof, shall be identified by title, shall reproduce findhelp's copyright notice (if any) and proprietary legend (if any), and shall be marked confidential (to the extent that the Materials are marked confidential or otherwise identified to be confidential by findhelp). For purposes of this Agreement, any copy (e.g. cached representation) of all or any portion of the Materials shall be treated in the same manner as the Material itself, and all obligations as to Materials as set forth in this Agreement, with respect to copies of such Materials, shall survive indefinitely. Each Party shall comply with any and all laws and regulations of any and all countries, states, or other jurisdictions that apply to the use and display of the Materials. Aunt Bertha dba findhelp acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by findhelp to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by findhlep to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 3.2. Authorized Customer Users. Customer acknowledges and agrees that, as between Customer and findhelp, Customer shall be responsible for all acts and omissions of Authorized Customer Users, and any act or omission by an Authorized Customer User which, if undertaken by Customer would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall ensure that all Authorized Customer Users are aware of the provisions of this Agreement as applicable to such Authorized Customer User’s use of the Services and shall cause Authorized Customer Users to comply with such provisions. findhelp reserves the right to establish a maximum amount of storage and a maximum amount of data that Customer or its Authorized Customer Users may store within, or post, collect, or transmit on or through the Services. No Customer Affiliate will have any right to use the Services unless and until the Customer expressly purchases a license to use the Services in an Order. If Customer expressly purchases a license to the Services for Customer Affiliates, such Customer Affiliates may use the Services purchased on behalf of and for benefit of Customer or Customer Affiliates as set forth on the Order in accordance with the terms of this Agreement. Customer shall at all times retain full responsibility for Customer Affiliate’s compliance with the applicable terms and conditions of the Agreement. Customer Affiliates’ individual employees, agents, or contractors accessing or using the Services (subject to payment for use rights pursuant to an Order) on Customer Affiliates’ behalf under the rights granted to Customer or Customer Affiliates pursuant to this Agreement shall be “Authorized Customer Users” for purposes of the Agreement. 3.3. Customer Accounts. It is the responsibility of Customer to obtain and maintain all Customer equipment and services needed for access to and use of the Services and pay all charges related thereto. It is also Customer’s responsibility to maintain the confidentiality of password(s), including any password of a third-party site that findhelp may allow Customer to use to access the Services, and Customer is responsible for all activities that occur using such account passwords. Should Customer believe any password or security for the Services has been breached in any way, Customer must immediately notify findhelp. Customer shall not share account passwords, let others access or use the Customer account or do anything else that might jeopardize the security of the Customer account passwords. Customer shall notify findhelp if account passwords are lost, stolen, if Customer is aware of any unauthorized use of account passwords on the Services or if Customer is aware of any other breach of security in relation to the Services. 3.4. Suspension. findhelp reserves the right, in its reasonable discretion, to temporarily suspend access to and use of the Services: (i) during planned downtime for upgrades and maintenance to the Services (findhelp will generally provide notice of such planned downtime on the support pages applicable to the Services); (ii) during any unavailability caused by circumstances beyond findhelp’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures (including, without limitation, inability to access the Internet), or acts undertaken by third parties; or (iii) if findhelp suspects or detects any malicious software connected to Customer’s account or use of the Services by Customer or Authorized Customer Users. The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 11 of 27 [v Sept 2022] the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 4. DELIVERY 4.1. Credentials. In order to use and access the Platform, Authorized Customer Users must obtain login credentials. Customer may not share its credentials with any third party, shall make commercially reasonable efforts to keep such credentials and all login information secure and shall use the credentials as Customer's sole means of accessing the Services. 4.2. Data. Data will be provided in the form and format that findhelp makes such Data available to its general customer base for the applicable Services. Any technical changes to the format, frequency, and volume of Data delivered requested or required by Customer shall not be binding on findhelp without the prior written consent of findhelp, which may be withheld for any reason but shall not be unreasonably withheld. 4.3. Site. In order to access certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site, Customer must ensure the successful registration of a user account for each of its Authorized Customer Users with findhelp. To register an account, each of its Authorized Customer Users must submit a working email address and a preferred password through the account registration page on the Site. 5. IMPLEMENTATION AND ACCEPTANCE findhelp will provide and implement the Services for the options as specified and on each mutually agreed Customer Order or Statement of Work in a timely manner in accordance with a mutually agreed implementation workplan. Unless otherwise agreed in writing between the Customer and findhelp on the specific Order or Statement of Work, for any implementation of Services or other deliverables for which findhelp is responsible, findhelp will notify each Customer as applicable of the completion of the deliverable. Within thirty (30) days of the date that the Customer receives a notification (which may be in the form of an invoice) from findhelp that the deliverable is complete (Submitted Deliverable), the Customer may: a. accept the Submitted Deliverable as complete, which acceptance will be deemed to have occurred in the event Customer provides no response to findhelp within thirty days after the notice from findhelp; b. accept the Submitted Deliverable as partially complete along with an explanation to findhelp as to the non- accepted portion; c. decline to accept the Submitted Deliverable and provide a written explanation to findhelpr of the reasons for the non-acceptance; or, d. request more time from findhelp to allow Customer to discuss and consider the Submitted Deliverable. e. Within a time period that may not to exceed thirty (30) days of the date that findhelp receives the non-acceptance from Customer of an entire or partial Submitted Deliverable, findhelp will have the opportunity to rework and resubmit or otherwise resolve the deliverable to Customer, and Customer will then follow the process above for a new Submitted Deliverable. Customer will test the Services to confirm that it performs as described in the Documentation. Customer will notify findhelp of any material failures of the Services to properly function and perform in conformance to the Documentation and findhelp will promptly correct or resolve any such material failures to the extent within with the control and responsibility of findhelp at no additional cost. Customer will test any resubmitted deliverable to determine whether the failure has been corrected. The Services or other deliverable will be understood to have achieved “Acceptance” (still retaining any warranty and any additional ongoing obligations) on the date per the above process unless Customer provides findhelp written notice to the contrary per the above. 5. CUSTOMER CONTENT AND PERFORMANCE DATA 5.1. Customer Content. Customer shall retain all right, title and interest in and to the Customer Content. Customer hereby grants to findhelp the right to use the Customer Content during the Subscription Term for purposes of making available the Services to Customer. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 12 of 27 [v Sept 2022] 5.2. Performance Data. Customer hereby grants to findhelp the right to collect and use data related to the use of and calls to the findhelp API (the "Performance Data") so as to analyze the performance of the findhelp API in order to improve its operation. None of this data will be the data of any Authorized Customer User or of the Customer except to the extent necessary for evaluation of the performance of the findhelp API and associated systems. The Performance Data will never include any personally identifiable information of an Authorized Customer User or of the Customer. 6. FEES AND PAYMENT 6.1. Fees. Customer agrees to pay all applicable fees (“Fees”) related to the implementation and use of the Services as set forth on the applicable Order (after approval by Customer’s authorized representative which may be in the form of a formal Purchase Order from Customer clearly referencing and approving the Order from findhelp), including a subscription Fee as set forth in the Order for access to the Services. 6.2. Payment. Customer shall pay to findhelp the undisputed Fees in accordance with the payment terms in the Order within thirty (30) days of Customer’s receipt of such Invoice from findhelp. The parties agree that the applicable state law on prompt payments by will apply if different from this payment term. 7. TERM AND TERMINATION 7.1. Subscription Term. Unless otherwise agreed on the Order, the Subscription Term will be for one year. 7.2. Termination for Convenience. Either party may terminate this Agreement at any time for convenience with at least sixty (60) days prior written notice of such termination. In the event of such a termination by Customer, no refunds of Fees shall be provided and Customer shall be responsible for paying any balance due on Customer’s account. If Customer cancels for convenience, the annual subscription fees will still apply for the then current annual subscription term. Findhelp will only be obligated to refund the non-subscription fees that have been prepaid, if any, for items and services for which findhelp has not already incurred expenses or otherwise committed resources under an Order or SOW for any such non-subscription fee services that would have been performed after the termination date. Findhelp reserves the right to delete all Customer Content and any other data in the normal course of operation. In the event that findhelp terminates the Agreement for convenience pursuant to this Section 7.2, Customer shall be entitled to a refund of all prepaid, unused subscription Fees (calculated for the days remaining prepaid, if any, in the current Subscription Term from the termination date) paid by Customer to findhelp. Any refund that may become due under this provision will be provided to Customer within thirty (30) days of the effective date of termination for convenience. In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty, further duty, or obligation. 7.4. Notice and Opportunity to Cure; Termination for Material Breach. Either party may terminate this Agreement if the other party ceases the conduct of active business. In addition, either party may terminate this Agreement in the event that the other party materially breaches any other terms and conditions of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice from the other party describing such breach. findhelp’s failure, if any, to fulfill its obligations stated in the attached Enterprise Service Level Agreement may be claimed as a material breach under this section by Customer providing written notice of the material adverse impact to Customer resulting from any such failure. 7.5. Effects of Termination. Upon expiration or termination of this Agreement, Customer's right to receive and use any Services pursuant to the terms of this Agreement shall cease immediately, Customer shall no longer access the Services or use the Materials. Any termination shall be without prejudice to any other rights or remedies that each party may have against the other party with respect to any default under this Agreement, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement. Upon Customer’s request, Customer and Aunt Bertha will in good faith cooperate to discuss and provide the standard options available within the Aunt Bertha Services and available standard technology processes available to enable the orderly transfer of Customer Content (expressly including any personally identifying information (PII) or protected health information (PHI) of Customer) data and Customer Confidential Information to Customer at no additional cost to Customer. Upon written request to do so by Customer and confirmation by Customer of the process and an agreed date to do so, Aunt Bertha shall destroy Customer Content data remaining in its possession belonging to or provided on behalf of Customer, and promptly provide Customer with a certificate signed by an officer of the DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 13 of 27 [v Sept 2022] company certifying said destruction. Notwithstanding any obligations to the contrary in this Agreement (1) except that each party may retain any such information (a) as required by federal or state law or regulation, (b) if the party reasonably determines that such return or destruction is not feasible, (c) for its own management and administration purposes in the ordinary course of business, or (d) to carry out its legal responsibilities; and, (2) to the extent any such data is retained by either party, the party will continue to comply with its obligations under federal and state law and this Agreement to protect the PII and sensitive PII and any other Confidential Information; and, each Party agrees not to access, use or further disclose any such retained data acquired from or provided by the other party other than as permitted by this Agreement or required by law. 8. ELECTRONIC COMMUNICATIONS Customer consents to receiving electronic communications from findhelp. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of Customer’s relationship with findhelp. Subject to the notice requirements in Section 18.1, Customer agrees that any notices, agreements, disclosures or other communications sent by findhelp to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. 9. PRIVACY AND CONFIDENTIALITY 9.1. Privacy Policy. The Aunt Bertha Privacy Policy sets forth how findhelp may use Customer information. 9.2. Confidentiality. Customer and findhelp agree as follows with respect to Confidential Information: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) to not reproduce Confidential Information of the other party, and to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to not create any derivative work from the Confidential Information of the other party; (iv) to restrict access to the Confidential Information of the other party to its personnel, agents, and/or consultants, who have a need to have access and who have been advised of and have agreed in writing to treat such Confidential Information in accordance with this Agreement; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of the Subscription Term. Notwithstanding the foregoing, the obligations contained in this paragraph will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (g) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (h) to establish a party’s rights under the Agreement, including to make such court filings as it may be required to do. Aunt Bertha dba findhelp acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by findhelp to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by findhlep to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 9.3. HIPAA. In addition, under certain circumstances, Customer and its Authorized Customer Users may be presented with the ability to send referrals or inquiries directly to CBOs and other entities and individuals that are also users of the Site and the Services. If Customer is a “covered entity” or “business associate” as those terms are defined in regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), at 45 CFR 160.103, Customer is responsible for ensuring that disclosures that Customer or its Authorized Customer Users make, including through the Services, to any CBO or other entity or individual comply with HIPAA requirements. 9.4 Personally Identifiable Information and Sensitive Personally Identifiable Information. Each party will be responsible to comply with each party’s respective obligations related to Protected Health Information and Sensitive Personally Identifiable Information as defined under applicable federal and state law. In addition, under certain circumstances, DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 14 of 27 [v Sept 2022] Customer and its Authorized Customer Users may be presented with the ability to send such information through referrals or inquiries and engage in other forms of data exchange and requests for data directly (and indirectly via user- selected options to transmit via text or email) to and from other users (individuals and/or entities) of the Site and the Services and the findhelp.org technology platform. Customer is responsible for ensuring that any data entry and sharing (through direct or indirect communication or through requests to do so) that Customer or its Authorized Customer Users may make to, or request from, any other user or entity complies with applicable federal and state laws. For the avoidance of doubt, findhelp is not a business associate of any CBO or any individual user and does not sign a “business associate agreement” with any CBO or any individual user. As between Customer and findhelp, Customer is solely responsible for entering into a business associate agreement or other agreement with any entity or individual if, in Customer’s sole interpretation and discretion, one is necessary to disclose or receive information to or from that entity or individual. As between findhelp and Customer, Customer agrees that it takes responsibility for (i) access to and use of the Services and the Documentation, by Customer, Authorized Customer Users, or other third parties accessing the Services or Documentation on Customer’s behalf, (ii) ensuring that Customer’s and Authorized Customer Users’ use of the Services conforms with applicable federal and state laws and regulations, including, but not limited to HIPAA, and complies with all of Customer’s applicable internal policies and procedures, including policies related to the collection of appropriate consent from individuals for the use or disclosure of personal information and Protected Health Information (as that term is defined in HIPAA) and of sensitive or other personally identifiable information subject to other federal and state laws of the United States; and (iii) for the reliability, integrity, legality, and accuracy and appropriateness of Authorized Customer Users’ use of the Services and decision-making related thereto. Customer understands and agrees that the Services are only to be used and accessed within the United States. While findhelp may provide functionality as a part of the Services to assist with collecting consent from individuals, it is solely the Customer’s decision to use or not use such functionality, and any such decision by Customer will not be interpreted to make findhelp responsible for Customer’s failure to comply with its’ responsibilities under applicable federal and state laws. 10. LINKS TO THIRD-PARTY SITES findhelp may provide links on the Services to third-party sites. findhelp is not obligated to review any third-party sites that Customer visits through a link to from the Services, findhelp does not control any of the third-party sites, and is not responsible for any of the third-party Services (or the products, services, or content available through any of them). findhelp does not endorse or make any representations about such third-party sites, any information, software, products, services, or materials found there or any results that may be obtained from using them. Customer’s access of any third-party sites shall be entirely at Customer’s own risk and Customer shall follow the privacy policies and terms and conditions for those third-party sites. Certain areas of the Services may allow Customer to interact and/or conduct transactions with one or more third-party sites, and, if applicable, allow Customer to configure its privacy settings in that third-party site account to permit Customer’s activities on the Services to be shared with Customer’s contacts in Customer’s third-party site account. 11. UNAUTHORIZED ACTIVITIES RELATED TO THE SITE 11.1. Permitted Purpose. Use of the Services shall be solely for the Platform Purpose or API Purpose, as the case may be (the “Permitted Purposes”). Any other use of the Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Services. By way of example and not limitation, Customer shall not, and shall not allow its Authorized Customer Users to use the Services in any of the following ways: (i) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (ii) to stalk, harass, or harm another individual; (iii) to impersonate any person or entity or otherwise misrepresent Customer’s affiliation with a person or entity; (iv) to interfere with or disrupt the Services or servers or networks connected to the Services; (v) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or (vi) to attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means. 11.2 Use of the Services. Customer and its Authorized Customer Users are entirely responsible for the content of, and any harm resulting from, any Customer Content or other content posted or uploaded by Customer or such Authorized Customer Users to the Services, regardless of whether the Customer Content in question constitutes text, graphics, audio files, information, or computer software. By using the Services, Customer warrants that: (i) the uploading, downloading, copying and use of the Customer Content will not infringe the proprietary rights, including but not limited DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 15 of 27 [v Sept 2022] to the copyright, patent, trademark or trade secret rights, of any third party; (ii) the Customer Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (iii) the Customer Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); (iv) the Customer Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; (v) the Customer Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; (vi) the Customer Content is not named in a manner that misleads readers into thinking that Customer is another person or company; (vii) the Customer Content does not include racially, ethnically, obscene, sexually explicit or otherwise offensive language or use the Services to discuss, incite illegal activity or promote hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity. Customer shall ensure that all Authorized Customer Users shall be at least 13 years of age. If any Authorized Customer Users are not 18 years of age they shall have permission of parent. In addition, Customer agrees to not in any way, directly or indirectly, by contract or otherwise, block or restrict any other findhelp customer or CBO from obtaining any Seeker Data made available by findhelp through the Site or Services. 12. SPECIFIC TERMS FOR CBOs [only applicable if Customer (or a department of Customer) may elect to use the CBO account functionality in the findhelp Services] 12.1. Customer CBO. In addition to all of the other terms in this Agreement, Customers who are CBOs, and the Authorized Customer Users who use the Services on the CBO’s behalf are subject to the additional requirements described in this Section 12. By claiming a CBO on findhelp’s Site as required herein, either through the workflow maintained at https://www.findhelp.com/claims or through any other method that may now or in the future become available, Customer represents and warrants that Customer is authorized to act on its own behalf, and on the behalf of the CBO, and its Authorized Customer Users (collectively “Customer CBO”), and to bind Customer CBO to the terms of this Agreement. CBOs and their Authorized Customer Users are granted access to certain functionality through the Site to help the CBO with intake management, appointment scheduling, communication and other tasks related to individuals who are seeking services from them (“CBO Tools”). CBO Tools and their use by Authorized Customer Users are subject to all terms of this Agreement, in addition to any supplemental terms related to specific functionality described in this Section 12. 12.2. Referrals. Customer understands that by using the Services, the Customer CBO will be granted access to referrals and inquiries made by or on behalf of Community Users of the Services who may be seeking help from the Customer CBO. These referrals are content generated by and are the exclusive property of the Community Users who submit them. findhelp has and is able to grant Customer the limited license described in this Agreement, to use any inquiry or referral only for the purpose of making further contact with the Community Users who submitted it, or the individual who is the subject of the inquiry or referral. The Customer CBO is not permitted to use any inquiry or referral for any other purpose, unless that purpose is explicitly authorized by findhelp, the Community Users who submitted it, or the individual who is the subject of the inquiry or referral. Obtaining consent from the appropriate individual(s) for any other use of referrals or inquiries is the responsibility of Customer. Customer agrees that between the Customer CBO and findhelp, the Customer CBO is solely liable for its use of any referrals or inquiries sent to it, whether or not such use is explicitly authorized by this Agreement. findhelp reserves the right, but does not have any obligation, to terminate this Agreement according to the terms of Section 7, if the Customer CBO is misusing referrals or inquiries from other Community Users. 12.3. Modifications. By claiming the Customer CBO, Customer will be granted access to make modifications or updates to the information on the Site related to the Customer CBO. Any information about the Customer CBO that Customer uploads to the Site is Customer Content and is subject to all other terms of this Agreement related to Customer Content. In certain circumstances, Customer may be granted the functionality to reply directly to a referral or inquiry made by Community Users that represent a health care or care management organization. If Customer makes use of this functionality, Customer agrees to grant the Community Users, and the organization that the Community Users represents, if any, a non-exclusive, perpetual, irrevocable, and royalty-free license to use Customer’s reply for the purposes of maintaining or updating medical or other records held by such Community Users, and for any other purpose DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 16 of 27 [v Sept 2022] related to the care of or providing services to the individual who is the subject of the referral or inquiry. This license will survive the termination of this Agreement for any reason. 12.4. Consent. findhelp is aware that some CBOs provide services to individuals where the records related to those services are subject to the privacy requirements established in 42 CFR Part 2 – Confidentiality of Substance Use Disorder Patient Records. If the Customer CBO provides such services, Customer agrees that the Customer CBO is solely liable for maintaining compliance with 42 CFR Part 2, including but not limited to collecting proper written or electronic consent from any individual where such consent is necessary to further disclose that individual’s information for any purpose. While findhelp may provide Customer with communication tools related to the services that the Customer CBO provides, it is the Customer CBO’s responsibility to ensure that those tools, and any other CBO Tools, are used in compliance with all applicable laws and regulations, including 42 CFR Part 2. 13. AUNT BERTHA’S PROPRIETARY RIGHTS 13.1. findhelp Marks. "Aunt Bertha" and “findhelp” are trademarks that belongs to Aunt Bertha, a Public Benefit Corporation. Other trademarks, names and logos on the Services are the property of their respective owners. Unless otherwise specified in this Agreement, all Materials, including the arrangement of them on the Services are the sole property of Aunt Bertha, a Public Benefit Corporation. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license holder. Customer will not remove or alter findhelp Marks that may be included with any Materials. 13.2. findhelp Materials and Intellectual Property. The Materials are provided to Customer under a non-exclusive license and not in connection with a sale. Other than the non-exclusive license granted to Customer for the Permitted Purpose hereunder, findhelp retains all right, title and interest, including all copyright, patent, trade secret and other intellectual property rights, in and to the findhelp API, Non-Customer Originated Data and Materials. 13.3. Aggregated Statistics. To assist with the functioning of the findhelp Services technology platform, and improve the platform for all users and expand the use of the platform, findhelp may monitor Customer’s use of the Services and use data and information related to such use and the Customer Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between findhelp and Customer, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by findhelp. Customer hereby acknowledges that findhelp will be compiling Aggregated Statistics based on the Customer Content input into the Services and Customer agrees that findhelp may (i) make such Aggregated Statistics publicly available, and (ii) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or Customer Confidential Information. findhelp retains all rights not expressly granted herein. 13.4. Suggestions and Feedback. If Customer and any of Customer’s users may elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to findhelp in connection with or related to the findhelp Site, Platform, findhelp API, or Services (including any related Technology), findhelp will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any such information or materials in any manner. In order to cooperate with governmental requests, to protect findhelp’s systems and customers, or to ensure the integrity and operation of findhelp’s business and systems, findhelp may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If findhelp makes any suggestions on using the Services, Customer is responsible for any actions Customer may take based on any such suggestions. 13.5. Exchange of Seeker Data. To strengthen connections between Seekers and helper organizations such as Customer and to enhance the continuity of social care delivered to Seekers, the findhelp Services supports options and functionality within the Site and Services for Authorized Customer Users to view a given Seeker’s history of referrals completed on or through the Site or Services. This functionality is made possible by findhelp customers and other helper organizations agreeing to exchange Seeker Data with each other through the findhelp Services, and Customer wishes to use this functionality. Accordingly, Customer agrees Aunt Bertha may store, process, and disclose Seeker Data submitted by Authorized Customer Users in order to facilitate the exchange of Seeker Data with participating helper organizations, solely for purposes of delivering social care to the individual Seeker to whom the data pertains. While DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 17 of 27 [v Sept 2022] Customer may disconnect itself from the functionality that allows the exchange of Seeker Data with other helper organizations, the rights granted to Aunt Bertha under this paragraph are non-exclusive and irrevocable as to any Seeker Data exchange occurring prior to such disconnection. Solely to assist the individual Seeker, Customer and Authorized Customer Users agree to only query or use Seeker Data from the Site or Services as permitted and authorized under this Agreement and applicable federal and state laws. 14. INDEMNITY 14.1. findhelp Intellectual Property Indemnity. findhelp will defend at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Services, as delivered by findhelp to Customer, infringe a United States patent, copyright, or trade secret of a third party. findhelp will pay those costs and damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by findhelp. Customer may retain its own counsel at Customer’s own expense. findhelp shall have no liability for any claim of infringement based on: (i) Services which has been modified by parties other than findhelp where the infringement claim would not have occurred in the absence of such modification; (ii) Customer’s use of the Services in conjunction with data where use with such data gave rise to the infringement claim; or (iii) Customer’s use of the Services outside the permitted scope of the Agreement. Should the Services become, or in findhelp’s opinion is likely to become, the subject of a claim of infringement, findhelp may, at its option, (I) obtain the right for Customer to continue using the Services, (ii) replace or modify the Services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of the Services. Upon such termination, Customer shall cease accessing the Services and findhelp will refund to Customer, as Customer’s sole remedy for such license termination, the subscription Fees paid by Customer for the terminated license for the past twelve months. TO THE EXTENT PERMITTED BY STATE LAW, THIS SECTION STATES THE ENTIRE LIABILITY OF AUNT BERTHA WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICES. The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from liability that the City of Denton may have by operation of law. 14.2. Indemnification Procedures. The parties obligations as set forth in this Section 14 are subject to the other party, to the extent allowed under applicable state law: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation to the indemnifying party in good faith in the defense of any such claim. 15. WARRANTIES AND SECURITY 15.1 Warranty Disclaimer. THE SITE, THE SERVICES, AND MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". CUSTOMER AND AUTHORIZED CUSTOMER USERS ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE. AUNT BERTHA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE, THE SERVICES AND THE MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUNT BERTHA MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. AUNT BERTHA MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER THROUGH THE SITE OR FROM AUNT BERTHA (OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS) SHALL CREATE ANY WARRANTY. AUNT BERTHA DISCLAIM ALL EQUITABLE INDEMNITIES. ADDITIONALLY, AND NOT IN LIMITATION OF THE FOREGOING, OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AUNT BERTHA DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY DATA PROVIDED UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. 15.2 Warranties. Notwithstanding the above warranty disclaimers, findhelp warrants that the Services (i) will run substantially in accordance with their Documentation; and (ii) will be performed in a professional and workmanlike manner, consistent with industry standards. Each Party represents and warrants to the other that it has the full corporate right, power, and authority to enter into this Agreement. Customer represents and warrants to findhelp that DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 18 of 27 [v Sept 2022] its use of the Services, including the Data, shall be conducted in accordance with applicable laws, rules or regulations, industry standards and this Agreement. 15.3 Security Assurance. findhelp will continue to take appropriate and reasonable measures designed to provide for the security, and availability, of data and information in the Services, including backup and disaster recovery for the systems within the control and responsibility of findhelp; and, during the term of this agreement (including consecutive renewals), findhelp will maintain compliance with the requirements for its current HITRUST certification (or equivalent alternative). findhelp will also keep records of all personnel with such IT systems access and findhelp shall promptly report any breach of its IT systems or data that relates to Customer or Customer's data that is stored within the findhelp’s systems and shall inform Customer of its investigation and mitigation of any such breach. Both parties will take industry standard precautions to protect login information, prevent malicious software transmissions, prevent unauthorized access to the IT systems, prevent access to unauthorized information within the IT systems, timely terminate personnel access when not needed, and other reasonable administrative, technical, and physical safeguards. Each party shall remain responsible for their respective network and/or systems, as well as the configuration of their security settings and controls. Without a mutual written amendment to this Agreement, the Parties agree that findhelp will not be obligated to complete any additional security assessments or reviews, or be subject to additional testing or inspections or audits (initiated by or on behalf of Customer) while such HiTRUST certification is consistently maintained by findhelp. Upon request by Customer, findhelp will provide the most current completed third-party assessment related to such HiTRUST certification to Customer. 16. LIMITATION OF LIABILITY. THE FOLLOWING TERMS ONLY APPLY TO THE EXTENT, IF ANY, PERMITTED UNDER APPLICABLE STATE LAW AND FEDERAL LAW: 16.1. Disclaimer of Damages. IN NO EVENT WILL CUSTOMER, AUNT BERTHA (OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS) BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 16.2. Liability Cap. SUBJECT TO SECTION 16.3, THE CUMULATIVE LIABILITY OF CUSTOMER, AUNT BERTHA (OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS) FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION BASED IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THREE (3X) THE TOTAL AMOUNT OF ALL FEES PAID TO AUNT BERTHA BY CUSTOMER OR ON CUSTOMER’S BEHALF DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 16.3. Exclusions. THE LIMITATIONS SET OUT IN SECTIONS 16.2 DO NOT APPLY OR LIMIT A PARTY’S LIABILITY WITH RESPECT TO (A) FEES DUE BY CUSTOMER FOR USE OF MATERIALS OR SERVICES, (B) SECTION 9.2 (“CONFIDENTIALITY”), (C) CUSTOMER’S MISAPPROPRIATION OF MATERIALS (INCLUDING DATA), SERVICES OR OTHER INTELLECTUAL PROPERTY, OR (D) SECTION 14 (“INDEMNITY”). IN ADDITION, THE LIMITATION OF LIABILITY IN SECTION 16.2 FOR ALL CLAIMS ARISING FROM OR RELATING TO THE PRIVACY OR SECURITY OF PROTECTED HEALTH INFORMATION OR PERSONALLY IDENTIFIABLE INFORMATION OR SENSTIVE PERSONALLY IDENTIFIABLE INFORMATION SHALL BE INCREASED TO FIVE TIMES (5X) THE TOTAL AMOUNT OF FEES PAID TO AUNT BERTHA BY CUSTOMER OR ON CUSTOMER’S BEHALF DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY, NOTWITHSTANDING ANY LANGUAGE THEREIN TO THE CONTRARY. 17. LOCAL LAWS; EXPORT CONTROL findhelp controls and operates the Services from its headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in locations outside of the United States of America. If Customer DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 19 of 27 [v Sept 2022] or Authorized Customer Users use the Services or Services outside the United States of America (provided such use has been permitted in writing), Customer and Authorized Customer Users are solely responsible for following applicable local laws. 18. GENERAL 18.1 Notice. Any legal notice necessary under this Agreement and any notice by a party to the other party in the event of a breach of this Agreement will be in writing and delivered by personal delivery, documented overnight courier, confirmed email, or certified or registered mail with return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, and five (5) days after deposit in the mail, or upon confirmation of receipt of email. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached. Notices will be sent to Customer at Customer’s address set forth on the Order. Notices to findhelp will be sent to: Aunt Bertha, a Public Benefit Corporation Attn: Legal and Customer Contracts 3429 Executive Center Drive Austin, Texas 78731 LegalNotices@findhelp.com Either party may change its address by sending a notice under this Section. 18.2. Independent Contractor. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be deemed or construed to create a joint venture or partnership between Customer and Business Associate. The parties agree that neither party is acting or expected to act as an agent of Customer under the federal common law of agency [45 C.F.R § 160.402]. Accordingly, each party shall have no vicarious liability for any federal HIPAA violations of the other party. 18.3 Training. Customer is responsible to ensure that all Customer Authorized Users are appropriately trained and capable of using the Services. Customer will engage in commercially reasonable efforts to comply with this obligation. Customer understands that any if additional training services or other optional services may be helpful, Customer will need to purchase such services at the then applicable rates of findhelp. If at any time in the future the Customer determines additional personally-provided training may be helpful in the future, the parties will communicate in good faith to establish a training program subject to Customer agreeing to the then current costs for available online training and or for on-site training and travel expenses, if any. If findhelp determines that the Customer is inordinately or excessively utilizing the standard subscription support services provided directly to Customer by individual staff members of findhelp, findhelp will have the option to recommend that the Customer purchase additional training services and other services as may be appropriate for the Customer’s designated Authorized Users to more efficiently and effectively use the findhelp Services. If Customer declines to receive and participate in good faith in such recommended services, findhelp may prospectively set reasonable limits on the amount and manner in which Customer may request and findhelp may provide such support services to be performed by individual staff members of findhelp to Customer. 18.4. Governing Law. The state law for the State of Texas in which the Customer is established as a public governmental entity and applicable U.S. federal law, will govern this Agreement. (i) Each Party Responsible for the Party’s Own Legal Fees. In the event of any dispute or controversy between the Parties in connection with or related to this Agreement or this Addendum, or in connection with the interpretation or enforcement of any provision hereof or thereof, each party in such dispute or controversy will be responsible for its own legal fees (including attorneys’ fees). (ii) For any mediation or for any judicial action that may be brought in a state or federal court under this Agreement, each party also agrees to consent to agree to allow the other party to be represented by counsel of its own choosing, whether from the state where the judicial proceeding occurs or from any other state on the United States, pursuant to a pro hac vice or similar request to the maximum extent as may be allowed by any applicable court or forum. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 20 of 27 [v Sept 2022] (iii) Electronic Participation. To the maximum extent allowable and possible under the applicable rules and laws and to minimize each party’s costs and expenses, the parties agree to use their best efforts to allow all dispute resolution (mediation or other legal proceedings) proceedings to occur through electronic means and for each party to participate remotely by electronic means whenever such option is available instead of the physical presence of any or all parties at any particular location for any such proceeding. 18.5. Severability and Reformation. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 18.6. Force Majeure. Each party shall have no liability to the other party for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such party Such causes shall include, but are not limited to, acts of God, floods, pandemic, fires, loss of electricity or other utilities, or delays by third parties in providing required resources or support. Aunt Bertha dba findhelp shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 18.7. Survival. The Ownership (Section 5), Proprietary Rights (Section 13), Indemnities (Section 14), Warranties (Section 15), Limitation of Liability (Section 16) and General (Section 18) provisions shall survive any termination of the Agreement. 18.8. Restricted Rights. Use of any software provided by findhelp hereunder by or for the United States Government is conditioned upon the Government agreeing that the software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. If applicable, Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the software, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access. 18.9. Modifications to the Services. findhelp will endeavor to provide at least fifteen days advance notice of any changes in the Services platform. However, findhelp may change or modify the Services at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect Customer’s use of the Services); or (c) to restrict items or activities that findhelp deems disruptive, unsafe, inappropriate, or offensive. Customer’s continued use of the Services after the effective date of any change will constitute acceptance of that change. If any change is unacceptable to Customer, Customer agrees not to use the changed item and Customer may discontinue use of that part of the Services. findhelp will notify Customer of changes by electronically postings on applicable customer support webpages, to the applicable Services site to which the change relates, by sending an email notification, or by other electronic means or via other methods, including to any email addresses Customer provides. Customer is responsible to ensure that all of Customer’s contact information is up to date and accurate and regularly monitored. [End of Customer Subscription Terms] Thank you from the entire team at Our Mission: Connecting all people in need and the programs that serve them (with dignity and ease). DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 21 of 27 [v Sept 2022] Appendix: Enterprise Service Level Agreement (vOctober 2022) Customer Support Contacting Customer Support findhelp provides customer support during business hours to assist you with issues you encounter while using your site. Your Customer Success Manager (CSM) will be your primary support contact. Access Availability Service Notes Self-Service support.findhelp.com 24x7 Our self-service portal includes a variety of online resources, including helpful training, release notes, and basic troubleshooting steps. Email Email your CSM, the CS team customer@findhelp.com or support@findhelp.com for additional support assistance. Monday - Friday 9-5PM (Central Time) Except Company Holidays* New Year’s Day Memorial Day Independence Day Labor Day Election Day Thanksgiving Day after Thanksgiving Christmas Eve Christmas Day Your CSM or a member of our support team will respond to your request within two business days. When your CSM is out of the office, email customer@findhelp.com. We have back-up CSMs in place to ensure business continuity. Phone Contact your CSM directly at their provided phone number. *Holidays may include the day the holiday is “observed” if the actual holiday occurs on weekends. findhelp reserves the right to modify company holidays. Please contact your CSM for the most up to date company holiday list. Severity Classifications and Response Times Once an issue has been triaged, it will be given a severity classification. Response time and update frequencies for each severity classification are listed in the table below. Description Initial Response Update Frequency Critical Critical service workflow or functionality unavailable to a majority of users. No workaround exists. 2 business hours Every 4 business hours Major Critical service workflow or functionality is impaired. Users have a temporary workaround. 4 business hours Every 8 business hours Minor Non-critical workflow or functionality is unavailable or impaired. Users can still complete workflow. 8 business hours As mutually agreed DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 22 of 27 [v Sept 2022] Data Operations Access First Reply Time Full Completion Time Suggest a New Program https://www.findhelp.com/find_a_program 2 business days In addition to the first reply, most requests are also fully completed within 2 business days. Note that larger or more complex suggestions may require additional time. Additionally, if we are not able to get in contact with the program in a timely manner (maybe they are out of the office) that may cause it to take more time. Suggest a Program Edit Submit suggestion directly on individual program card 2 business days Verify Claims https://www.findhelp.com/claims 2 business days General Program Review Our goal is 90% of all programs listings on the findhelp platform are reviewed (including by external sources of data) every 6 months System Availability Availability findhelp will be available ninety-nine and nine-tenths percent (99.9%) of the time, twenty-four (24) hours per day, seven (7) days per week (a week will be deemed to commence at midnight Eastern Time on Sunday and extend for seven (7) days), including all legal holidays, with the exception of scheduled interruptions for maintenance. Status Portal The current status of our platform can be monitored at any time, including during maintenance windows, at status.findhelp.com. You may subscribe to email status updates from the Status Portal. Reserved Maintenance Windows We conduct regular maintenance which typically does not require downtime. In the rare event that downtime is required for system maintenance, it will be announced ahead of time through our Status Portal. Our standard maintenance window, when required, is Saturday 10:00 p.m. to Sunday 2:00 a.m. Central Time. Incident Response PHI Inquiry Timeframe for PHI disclosure incident: Description Communication Timeframe findhelp will provide relevant information in a report within this timeframe if there is an incident regarding PHI disclosure. 72 hours DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 23 of 27 [v Sept 2022] Escalation Contacts Your first point of contact for escalating any issue is your Customer Success Manager. If you have not received a timely or adequate response based on the above service levels, you may escalate your issue in the following order: VP of Customer Success: rlauderdale@findhelp.com Chief Operating Officer: jtraish@findhelp.com VP of Product Development: ehenderson@findhelp.com [vOctober 2022 - End of Appendix] DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 24 of 27 [v Sept 2022] Appendix C: Denton County Cybersecurity and Data Access 1. Cybersecurity A. Definitions: “Information Systems”: A discrete set of information resources organized for collecting, processing, maintaining, using, sharing, disseminating, or disposing of information, such as computer systems, network systems, and storage systems. B. Aunt Bertha shall apply basic safeguarding requirements and procedures to protect Customer Content and Aunt Bertha’s Information Systems whenever the Information Systems store, access, process, or transmit any Customer Content or are used to provide Service to Customer. These requirements and procedures shall include, at a minimum, the security control requirements “reflective of actions a prudent businessperson would employ,” which are outlined in the Federal Acquisition Regulations FAR 52.204-21(b) and codified in the Code of Federal Regulations at 48 CFR § 52.204-21(b) (2016). C. Aunt Bertha shall maintain appropriate access controls to Customer Content and adhere to the principle of least privilege, including limiting access to Customer Content only to personnel who require such access in order for Aunt Bertha to provide Service to Customer or to exercise Aunt Bertha’s rights or perform Aunt Bertha’s obligations under the Agreement. D. Aunt Bertha shall enable, maintain, and monitor appropriate logging and auditing functionality on its Information Systems to identify and report on malicious activity and anomalous events. Aunt Bertha shall log all access to Customer Content and provide the logs to Customer upon request. Logging shall follow NIST SP 800-92 guidelines. E. Aunt Bertha shall maintain supported versions and apply security patches in a timely manner to Aunt Bertha’s Information Systems, including all hardware, operating systems, and software utilized in the delivery or support of this Agreement. In the event Aunt Bertha is unable to do so, Aunt Bertha shall provide a Plan of Action including timelines, possible compensating controls, and detailed explanations to Customer. All Aunt Bertha computer systems used in the delivery and support of Service shall contain software that protects the systems from being infected by viruses and malware. The software shall be actively managed and routinely updated by Aunt Bertha. F. Aunt Bertha (including all officers, employees, agents, and subcontractors of Aunt Bertha with access to Customer computer systems or data) shall be required to complete a cybersecurity training program certified by the Texas Department of Information Resources (DIR) under Texas Government Code § 2054.519 (or a cybersecurity training program with equivalent or greater requirements) at least annually during each year of the initial term and any renewal terms of the Agreement. Any Aunt Bertha officers, employees, agents, or subcontractors with access to Customer computer systems or data that does not meet this requirement as of the execution date of the Agreement shall be required to complete the training either a) within the first three months of the initial term of this Agreement or b) before granting access to Customer computer systems or data if access is required after the first three months of the initial term of this Agreement. G. All Customer Content shall be stored and transmitted solely within secure data centers, computer systems, and networks within the United States of America. H. Aunt Bertha agrees that in the event Aunt Bertha becomes aware of a breach of security with respect to Customer Content, Aunt Bertha shall immediately notify Customer in writing of the breach, the extent of the breach, and possible consequences of the breach. Aunt Bertha agrees to provide appropriate and timely support for computer forensic investigations and analysis as necessary. Aunt Bertha shall be responsible for all damages, fines, litigation, and remediation costs related to a breach affecting Customer Content except when the breach of security results from any action or inaction of Customer. I. Aunt Bertha shall include the substance of this Cybersecurity section in subcontracts under this Agreement (including subcontracts for the acquisition of commercial items other than commercially DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 25 of 27 [v Sept 2022] available off-the-shelf items) in which a subcontractor may have access to Customer computer systems or databases or in which a subcontractor may have Customer Content residing in or transiting through its Information Systems. Aunt Bertha shall disclose to Customer a list of all subcontractors and their role in providing the Service to Customer upon request. J. Aunt Bertha shall procure and maintain Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate, for the duration of the Agreement for claims arising out of their services and including, but not limited to loss, damage, theft, or other misuses of data, infringement of intellectual property, invasion of privacy and breach of data. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Aunt Bertha in this Agreement. It shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. If Aunt Bertha maintains broader coverage and/or higher limits than the minimums shown above, Customer requires and shall be entitled to the broader coverage and/or higher limits maintained by Aunt Bertha. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. If coverage is written on a claims made basis, then coverage shall be maintained for three (3) years after the termination of this Agreement. Coverage shall be procured from an insurance company which carries a Best’s Policyholder rating of “A” or better and carries at least a Class “VIII” financial rating. Aunt Bertha shall provide certificate(s) of insurance confirming the required coverage on the standard Acord insurance certificate forms. Unless otherwise specified, Customer shall be included as an additional insured on a primary and noncontributory basis on all third-party coverages. K. Aunt Bertha shall acquire the services of a reputable third party at Aunt Bertha’s expense to perform security audits annually and provide assessment reports to Customer upon request. L. Customer has the right to review Aunt Bertha’s infrastructure and security specifications in written format upon request. M. If Aunt Bertha requires remote access to Customer Information Systems, Aunt Bertha shall utilize remote access solutions provided or approved by the Customer’s IT Security Officer. N. Aunt Bertha shall annually provide to Customer an Attestation of Compliance with the requirements in of this Cybersecurity section, including insurance certificates and security assessment reports, upon request. O. Aunt Bertha shall reasonably participate in discussions and remediation efforts with Customer regarding cybersecurity risks and concerns. P. Aunt Bertha shall defend, indemnify and hold harmless Customer and its affiliates, its respective directors, officers, employees, subcontractors, agents and representatives during and after the Term of this Agreement from and against any and all claims, demands, suits, judgments, settlements, losses, liabilities, deficiencies, and expenses of any nature (including reasonable attorneys’ fees) to the extent resulting from, or arising out of Aunt Bertha’s performance under this Agreement, including, but not limited to, any actual or alleged cyber incident directed at, related to, or connected to the Service or Aunt Bertha that impacts Customer Content or Customer’s Information Systems, including but not limited to a data breach, ransomware attack, and DDoS attack. Aunt Bertha’s entire, aggregate, and cumulative liability for indemnification shall be limited to the proceeds, if any, available under the insurance policies and limits required by this Agreement. 2. Data Access and Ownership A. Customer shall maintain ownership of all data provided, created, and maintained by Customer. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 26 of 27 [v Sept 2022] B. Aunt Bertha shall maintain adequate backup copies of all Customer Content to prevent data loss and recovery from a system failure. Aunt Bertha shall provide the configured backup schedule, recovery point objective (RPO), and recovery time objective (RTO) to Customer upon request. C. Aunt Bertha shall regularly create backup copies of Aunt Bertha’s critical business information and software and test to verify their integrity. D. Aunt Bertha shall implement appropriate disaster recovery and business continuity plans. Aunt Bertha shall review and update such plans regularly. E. Customer shall have access to its data at any time on-demand and at no additional cost, ideally on a self- service basis, to include attachments, metadata, and images. F. Aunt Bertha shall securely return all copies of Customer Content to Customer within 30 days of Agreement termination or upon request of Customer Chief Information Officer. Aunt Bertha shall maintain, back up, and secure the data until it is returned. Upon Agreement termination, Aunt Bertha shall delete all Customer Content under Customer’s review and approval. G. Aunt Bertha shall assist Customer, in responding to and complying with e-discovery requests, public information requests, and litigation holds as needed. H. Upon Customer request, Aunt Bertha shall provide to Customer all data access policies, procedures, and standards, including technical standards for encryption and transmission, access controls at Aunt Bertha locations, and background and/or security check protocols for Aunt Bertha resources that access Customer Content. 3. Survival Any provision of the Denton County Cybersecurity and Data Access Appendix, which contemplates performance or observance subsequent to any termination or expiration of the Agreement, will survive expiration or termination of the Agreement. 4. Nonappropriation Customer may terminate this Agreement at the end of each fiscal year if funds sufficient to pay its obligations under the Agreement are not appropriated by Denton County Commissioners Court. In the event of such termination, Customer will not be considered to be in default or breach under this Agreement, nor shall it be liable for any further payments ordinarily due under this Agreement, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 5. Clickwrap Disclaimer No ‘clickwrap,’ ‘click-to-accept’, ‘click-through,’ ‘shrink-wrap,’ ‘browse-wrap,’ or similar terms that may be required for the Customer or its staff to access the Service and no ‘terms of use’ or ‘privacy policy’ referenced therein or conditioned for use of the Service shall apply. The parties acknowledge that regardless of any "acceptance" of those terms by electronic means as a condition of access to the Service, this agreement sets forth all the terms to which the parties are binding themselves for the access and use of the Service and any such clickwrap agreement and other terms (including Terms of Use and Privacy Policy) referenced therein shall be null and void for the Customer and all staff. 6. Texas Government Code §2252.152 Compliance To the extent that Texas Government Code Chapter 2252.152 applies to this Agreement, Aunt Bertha certifies that it does not and will not do business with Iran, Sudan, or foreign terrorist organizations during the term of this Agreement and that it is not identified on a list maintained pursuant to Texas Government Code Section 806.051, 807.051 or 2253.153. DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Customer Agreement with Aunt Bertha Page 27 of 27 [v Sept 2022] 7. Texas Government Code §2271 Compliance To the extent that Texas Government Code Chapter 2271 applies to this Agreement, Aunt Bertha certifies that it does not currently boycott Israel and it will not boycott Israel during the term of this Agreement. [- End of Appendix] DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: BE9E6001-4881-468A-82B0-BB8879B5F5CE Aunt Bertha NA 9/18/2023 Certificate Of Completion Envelope Id: BE9E60014881468A82B0BB8879B5F5CE Status: Completed Subject: ***Purchasing Approval*** 8362- Find Help Source Envelope: Document Pages: 29 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 2 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/14/2023 11:40:24 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/14/2023 11:52:03 AM Viewed: 9/14/2023 11:52:11 AM Signed: 9/14/2023 11:52:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/14/2023 11:52:48 AM Viewed: 9/15/2023 9:41:56 AM Signed: 9/18/2023 10:17:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tyler Hartung tyler@findhelp.com VP of Finance Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 199.117.89.106 Sent: 9/18/2023 10:17:41 AM Viewed: 9/18/2023 10:29:46 AM Signed: 9/18/2023 11:33:49 AM Electronic Record and Signature Disclosure: Accepted: 9/18/2023 10:29:46 AM ID: f367dd14-92c6-47ec-a097-735891ec2b0f Courtney Douangdara Courtney.Douangdara@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/18/2023 11:33:52 AM Viewed: 9/18/2023 11:53:51 AM Signed: 9/18/2023 11:56:15 AM Electronic Record and Signature Disclosure: Accepted: 9/18/2023 11:53:51 AM ID: 3242c3a1-4ae8-410c-b979-15b03000476c Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/18/2023 11:56:18 AM Viewed: 9/18/2023 12:27:47 PM Signed: 9/18/2023 12:28:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/18/2023 12:28:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dawn Friesen dfriesen@findhelp.com Security Level: Email, Account Authentication (None) Sent: 9/18/2023 12:28:37 PM Viewed: 9/18/2023 12:54:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/14/2023 11:52:03 AM Certified Delivered Security Checked 9/18/2023 12:27:47 PM Signing Complete Security Checked 9/18/2023 12:28:34 PM Completed Security Checked 9/18/2023 12:28:37 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Tyler Hartung, Courtney Douangdara How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.