TouchPhrase Development LLC dba Julota 12/18/2020

Q) J u Iota® Julota®SaaS Agreement information are consistent with industry privacy, security accordance with Julota's then-current corporate travel and standards and all applicable legal requirements. Customer expense policy. If an out-of-pocket expense is listed in an must obtain the necessary authorizations and its privacy policy Exhibit, such expense may be changed to reflect changes must include the following disclosures and terms sufficient to issued by the applicable vendor. All expenses incurred by allow for: (i)the collection and processing of data from Help Julota for which it seeks reimbursement from Customer must Seekers,including any Personal Data from a Help Seeker;(ii) be preapproved in writing by Customer. Julota's processing of Health Seeker data; (iii) the use of 8.4 Payments. Unless stated otherwise on the applicable Personal Data belonging to Help Seekers as contemplated in SOW,all Fees are due and payable by Customer within forty- the provision of the Services and in the applicable SOW; (iv} five(45)days after the invoice date.Any payment not received the maintenance and retention of Personal Data after from Customer by the due date shall accrue (except with assistance is rendered by Customer to a Help Seeker;(v)the respect to charges then under reasonable and good faith processing and sharing of Personal Data adother data of dispute), at the lower of one and a half percent(1%) of the Help Seekers with other organizations utilizing the Hosted outstanding balance per month(being 12%per annum),or the Services and by Care Teams;and(vi)the sharing and utilizing maximum rate permitted by law,from the date such payment of each Help Seeker's Personal Data and the aggregate data is due until the date paid. Customer shall also pay all sums derived therefrom by Julota. Customer shall be solely expended(including,without limitation,reasonable legal fees) responsible for obtaining and maintaining documentation of in collecting overdue payments. any and all legally required written permissions, consents or authorizations from Help Seekers before a Help Seeker's 8.5 Taxes. All fees set forth in this SaaS Agreement are Personal Data is provided to Julota or placed on the Platform. exclusive of all taxes and similar fees. Customer shall be Any and all information provided by Customer to Julota via the responsible for and shall pay in full all sales, use, excise or Hosted Services or any other Services relating to any Help similar governmental taxes imposed by any federal,state,or Seekers permissions, consents or authorizations shall be local governmental entity upon the fees charged the Customer accurate and valid. Customer shall notify Julota, on a form under this SaaS Agreement, exclusive, however, of taxes provided and/or approved by Julota,of any restrictions on the based on Julota's income,which taxes shall be paid by Julota. use or disclosure of a Help Seeker's Personal Data that If any taxes for which Customer is responsible hereunder are Customer is required to abide by to the extent that such paid by Julota,Customer will promptly reimburse Julota upon restriction may affect Julota's use or disclosure of that Help Customer's receipt of proof of payment. Seeker's Personal Data. Customer shall notify Julota of any 9. TERM. This SaaS Agreement commences on the changes in,or revocation of,the permission,authorization or Effective Date and shall continue for one year, unless earlier consent by a Help Seeker for Customer to disclose such Help terminated in accordance with this SaaS Agreement. Seeker's Personal Data on the Platform.Notwithstanding the Following the initial Term, this SaaS Agreement shall renew foregoing revocation or change in authorization, Julota may for successive twelve(12)-month periods unless either party retain copies of that data in read only format in order to comply provides written termination notice 60 days prior to the end of with its statutory or regulatory requirements or to defend the Term. against a claim or complaint. 8. FEES AND TAXES. 10. TERMINATION. 8.1 Snohomish County. Snohomish County has agreed 10.1 Breach. Except as otherwise provided in this Section to pay the Fees(defined below)for the Services set forth in 10, either party shall have the right to terminate this SaaS each SOW signed by Snohomish County. For each SOW that Agreement or the applicable SOW upon written notice if the Snohomish County has executed, Snohomish County will be other party has breached a material term of this SaaS referred to as"Customer"in Sections 8.2-8.5. For each SOW Agreement or the applicable SOW and has not cured such entered into that is not executed by Snohomish County, The breach within thirty(30)days of receipt of notice from the non- Agreement and applicable SOW supersede inconsistent terms breaching party specifying the breach. in this Section 8 as to Snohomish County only. Customer will 10.2 Insolvency. Either party shall have the right to be solely liable for payment of the Fees. terminate this SaaS Agreement if (i)the other party has a 8.2 Fees. Customer agrees to pay Julota the fees set forth receiver appointed for it or its property; (ii)any proceedings on the applicable SOW for the Services, in accordance with are commenced by the other party under a Chapter 7 the fees, charges, and billing terms set forth in this SaaS bankruptcy;or(iii)the other party is liquidated or dissolved. Agreement (collectively, "Fees"). All Fees are quoted in 10.3 Failure to Pay/Customer Conduct. Julota shall have United States currency. Except as otherwise provided in this the right to suspend or terminate access to the Services,at its SaaS Agreement, Fees are non-refundable. sole option, with or without notice to Customer, if: (i) any 8.3 Additional Charges. Customer shall pay travel and payment is delinquent by more than sixty(60) days, or(ii) if living expenses and other out-of pocket expenses reasonably Customer breaches Sections 3.2, 5 or 7 of this SaaS incurred by Julota in connection with the Services. As Agreement,or(iii)Snohomish County informs Julota that it no applicable, such out-of pocket expenses shall be incurred in longer intends on making payments and Customer fails to page 4 of 16