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<br />Julota® SaaS Agreement
<br />3. LICENSE GRANT.
<br />3.1 License Grant to Customer. Subject to the terms
<br />and conditions of this SaaS Agreement, Julota grants
<br />Customer (defined in the applicable SOW), during the term of
<br />the applicable SOW and the term of this SaaS Agreement
<br />(whichever period is shorter), a non-exclusive, non-
<br />transferable right and license to access and use the Services
<br />as provided for in the applicable SOW. The Services will also
<br />be provided pursuant to the service levels set forth in the
<br />Service Level Agreement ("SLA"), which is attached as Exhibit
<br />A. For Services provided through an SOW entered into
<br />through the Agreement, any service level credits will be
<br />credited to Snohomish County's payment obligations.
<br />3.2 License Restrictions for Customer. Customer shall
<br />not, directly or indirectly, permit any third party to: (i) reverse
<br />engineer, decompile, disassemble or otherwise attempt to
<br />discover the source code or underlying ideas or algorithms of
<br />the Services; (ii) modify, translate, or create derivative works
<br />based on the Services; (iii) rent, lease, distribute, sell, resell,
<br />assign, or otherwise transfer its rights to use the Services; (iv)
<br />make the use of the Services available to anyone other than
<br />for its own internal purposes; (v) use the Services for
<br />timesharing or service bureau purposes or otherwise for the
<br />benefit of a third party; (vi) remove any proprietary notices
<br />from the Services or any other Julota materials furnished or
<br />made available hereunder; (vii) publish or disclose to third
<br />parties any evaluation of the Services; (viii) use the Services
<br />in automatic, semi -automatic or manual tools designed to
<br />create virus signatures, virus detection routines, or any other
<br />data or code for detecting malicious code or data; or (ix) use
<br />the Services to build a competitive product or service, or copy
<br />any features, functions or graphics of the Services.
<br />3.3 API License. If provided for in the applicable SOW,
<br />Julota hereby grants Customer, during the term of the
<br />applicable SOW, a nonexclusive, nontransferable,
<br />nonassignable, license to access and use the Julota API
<br />solely in connection with its use of the Services.
<br />3.4 License Grant to Julota. Customer grants Julota,
<br />during the term of this SaaS Agreement and the applicable
<br />SOW, a non-exclusive, non -transferable, non-sublicensable
<br />license for it to use Customer Data and its trademarks (the
<br />"Marks") for the sole purpose of providing the Services or as
<br />otherwise set forth in this SaaS Agreement. Customer
<br />reserves all ownership and other rights in the Customer Data
<br />and the Marks not expressly included herein and nothing in
<br />this SaaS Agreement shall be deemed to convey or transfer
<br />to Julota any ownership rights in or to the Customer Data or
<br />the Marks. Notwithstanding the foregoing, Customer
<br />understands that it may not be the exclusive owner of
<br />Customer Data.
<br />3.5 License Restrictions for Julota. Julota's license to
<br />the Marks is subject to the following restrictions: (i) all of
<br />Julota's uses of the Marks must be preapproved by Customer;
<br />(ii) Julota shall not use any Marks in such a way as to give the
<br />impression that they are the property of anyone other than
<br />Customer; and (iii) Julota shall comply with Customer's
<br />trademark guidelines, if any, and any other reasonable
<br />requirements established by Customer concerning the style,
<br />design, display, and use of its Marks Customer's trademark
<br />guidelines, if any, are attached as Exhibit B.
<br />4. PRIVACY. Julota may collect or store Customer Data,
<br />which may contain Personal Data concerning Help Seekers in
<br />connection with the provision of the Services. Julota will
<br />comply with its non -disclosure obligations set forth in this
<br />SaaS Agreement. The Parties agree to comply with the
<br />requirements of all Health Privacy Laws. The Parties agree
<br />that Julota will serve as a Business Associate with respect to
<br />certain Services it provides to Customer. Accordingly, as it
<br />applies to such Services, the Parties shall execute and abide
<br />by the terms set forth in the business associate agreement
<br />attached hereto and incorporated herein as Exhibit C ("BAA").
<br />5. PASSWORDS / SECURITY / DISCLOSURE.
<br />5.1 Passwords. Customer is responsible for maintaining
<br />the confidentiality of its passwords. Customer is solely
<br />responsible for any and all activities that occur under its
<br />account and all charges incurred from use of the Services
<br />accessed with Customer's passwords. Customer agrees to
<br />immediately notify Julota of any unauthorized use of
<br />Customer's account or any other breach of security known to
<br />Customer. Julota shall have no liability for any loss or damage
<br />arising from Customer's failure to comply with these
<br />requirements.
<br />5.2 Security. Julota will maintain the Services at a third -
<br />party hosting facility and will implement industry standard
<br />security precautions, which are intended to prevent
<br />unauthorized access to Customer Data. Customer
<br />acknowledges that, notwithstanding such security
<br />precautions, use of, or in connection to, the Internet provides
<br />the opportunity for unauthorized third parties to circumvent
<br />such precautions and gain access to the Services and
<br />Customer Data.
<br />5.3 Disclosure. Customer agrees that Julota and its
<br />agents, which have agreed to confidentiality obligations at
<br />least as restrictive as Julota's obligations in this SaaS
<br />Agreement, can access Customer Data and its account
<br />Information in order to respond to its service requests and/or
<br />as necessary, in Julota's sole discretion, to provide Customer
<br />with the Service. Julota will not otherwise disclose such data
<br />except if compelled by law, permitted by Customer, or
<br />pursuant to the terms of the BAA and the terms of Julota's
<br />Privacy Policy, which is available at www.Julota.com/privacy-
<br />policy/ (the "Privacy Policy") and is incorporated into this SaaS
<br />Agreement. The terms of this SaaS Agreement shall
<br />supersede any inconsistent terms in the Privacy Policy.
<br />5.4 Permission to Disclose. By submitting any Help
<br />Seeker's Personal Data to the Hosted Services and providing
<br />said Personal Data to Julota for processing, Customer
<br />warrants that it has: (i) legal authority to disclose such
<br />Personal Data in compliance with Health Privacy Laws and (ii)
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