10.06 2017 Wellness Program - Laserfiche WebLink

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7.1.2.Subscriptions for Access to Benovate Engagement Platform.Subject to the terms and conditions hereof, Client agrees to purchase the number of subscriptions set forth in the HSA or a Statement of Work thereunder for its employees and their dependents(each,a"User")to access and use Benovate's web-based software application for employees(the"Benovate Engagement Platform").Each User must have a paid subscription to access and use the Benovate Engagement Platform and each User's access and use of the Benovate Engagement Platform shall be subject to the terms and conditions and privacy policy governing and appearing in the Benovate Engagement Platform,as the same may be changed from time to time by Renovate.During the term of this Agreement,Client may increase the number of Users from time to time by placing a purchase order with Benovate.Pricing for additional Users shall be in accordance with Benovate's pricing schedule then in effect.No terms in Client's purchase orders shall be binding on Renovate to the extent they add to,vary from or conflict with the terms and conditions of this License. 7.1.3.System Requirements.Each User and Administrator must provide at his,her or Client's expense such: (i) internal network,hardware,software,and most up to date version of Chrome,Firefox,Safari or Internet Explorer web browsers,and(ii)broadband and or mobile Internet service,all as sufficient or necessary to access and use the Renovate Engagement Platform and the Benovate Client Health Desktop(collectively,the"System"),as applicable technical requirements are communicated or change by Renovate from time to time in its sole discretion. 7.1.4.Subscription Fees.As part of the HSA executed with the NJPA,all subscriptions fees for user licenses to the platform have been paid. Client is not responsible for any subscription fees during the term of the HSA and as long as Client remains an authorized entity under the NJPA agreement. If at such time the HSA is terminated or expires,or Client is no longer an authorized entity under the USA,Client will be required to negotiate its own HSA directly with Benovate and will be responsible to pay any subscription fees associated with this new agreement. 7.1.5.System Availability.Subject to the terms and conditions herein,Benovate shall undertake commercially reasonable efforts to make the System accessible 99%or more of the time(the"Standard"),as measured by Benovate on a monthly basis("Service Availability").Service Availability does not indude regularly scheduled maintenance or Users'or Administrators'inability to access and use the System due to issues beyond Benovate's control induding without limitation,Internet outage,power outages,telecommunications outages,cyber-attacks or operator error.If there is any loss in Service Availability for a given calendar month during the term,Client is required to inform the NJPA. The NJPA has the right to seek an appropriate credit based on the Health Services Agreement executed for the licensing of the Benovate platform.The Service Availability Standard,is as follows: Service Availability Credit of Platform Fee 95.0%to 98.9% 1 day=$.06 PMPM 90.0%to 94.9% 2 days-$.12 PMPM 89.9%or below 3 days=$.18 PMPM 7.1.6.Technical Support Services and Primary Contact.Renovate shall provide Client with limited technical support in the form of responses to questions by email or telephone during standard business hours in Minneapolis, Minnesota.If additional services are required for the proper use and operation of the System,Benovate shall provide such training at its then-current standard rates for time and materials.Client shall designate one of its employees as its principal contact for communicating with Benovate regarding technical issues related to the System.Client may change its technical contact from time to time by written notice to Renovate. 7.1.6.1.Census Accuracy.It is the responsibility of the Client to make every reasonable effort to ensure the accuracy of any/all census data that is shared with Renovate for the purposes of provisioning users in the System. Benovate is not responsible for any inaccuracies contained within a census provided by Client to Benovate;nor is Benovate responsible for any negative outcomes resulting from census inaccuracies. Should inaccuracies be identified at any time during the contract period,and result in a need for Benovate to spend time rectifying any system-related issues resulting from such inaccuracies,Benovate reserves the right to apply additional fees to Client's invoice to account for personnel time,at a rate of$250 per hour.