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1.33 "SBITA"means subscription-based information technology arrangements,as defined in GASB No.96.
<br /> 1.34 "Sensitive Personal Information" means an individual's (i) government-issued identification number, including without
<br /> limitation a Social Security number,driver's license number,or state-issued identification number,(ii)financial account number,credit
<br /> reporting information,or credit,debit or other payment cardholder information,with or without any required security or access code,
<br /> personal identification number,or password that permits access to the individual's financial account,or(iii)biometric,genetic,health
<br /> or health insurance data.
<br /> 1.35 "Solution"means the specific LeaseQuery product,to which Client purchases a subscription pursuant to a Sales Order,that
<br /> is hosted by LeaseQuery or by a third-party hosting service provider for LeaseQuery.
<br /> 1.36 "Taxes"means any direct or indirect local,state,federal or foreign taxes,levies,duties or similar governmental assessments
<br /> of any nature,including,without limitation,value-added,excise,sales,use or withholding taxes.
<br /> 1.37 "Update"means a modification to the Solution or workaround to fix bugs,address known security vulnerabilities,correct
<br /> errors or maintain material compliance with the Accounting Standards.
<br /> 1.38 "Upgrade"means any modification to the Solution that is not an Update, including,without limitation, a new version or
<br /> release of the Solution that adds new features,functional capabilities or other improvements to the Solution.
<br /> 2. SCOPE OF SERVICES.
<br /> 2.1 Provision of Access to the Solution. By entering into a Sales Order, (i) Client subscribes for access to the Solution, and
<br /> (ii)LeaseQuery agrees to enable Client to access the Solution via a website in accordance with and subject to the terms and conditions
<br /> of the applicable Sales Order and this Agreement.LeaseQuery will make commercially reasonable efforts to maintain availability of
<br /> the Solution in accordance with the SLAs set forth in Exhibit A hereto,but Client acknowledges and agrees that LeaseQuery shall not
<br /> be responsible for any downtime of the Solution other than as set forth in Exhibit A.
<br /> 2.2 Updates.LeaseQuery will make commercially reasonable efforts to release Updates to the Solution as necessary to ensure that
<br /> throughout the term of the applicable Sales Order,the Solution operates in material compliance with the Accounting Standards.Client
<br /> acknowledges that LeaseQuery is not required or obligated to provide any Updates or any Upgrades to the Solution other than those
<br /> which are necessary for the Solution to continue to operate in material compliance with any Accounting Standards.Any Updates or
<br /> Upgrades that are not necessary for the Solution to continue to operate in material compliance with any Accounting Standards may be
<br /> offered separately with different pricing.Client agrees that its purchase of the subscription and any Professional Services(if applicable)
<br /> is not contingent on the delivery of any future functionality or features or dependent on any oral or written comments made by
<br /> LeaseQuery regarding future functionality or features.
<br /> 2.3 Professional Services(if applicable). All Professional Services,if any,will be provided remotely.LeaseQuery may subcontract
<br /> the performance of any Professional Services.LeaseQuery will be responsible for the quality of any Professional Services performed
<br /> by such subcontractors to the extent LeaseQuery would be responsible to Client under this Agreement had LeaseQuery provided such
<br /> Professional Services.Unless otherwise set forth in an applicable Sales Order,each deliverable shall be deemed delivered and accepted
<br /> upon its delivery. Solely with respect to the purchase of a subscription to LeaseQuery's Solution for leases,LeaseQuery shall provide
<br /> the following Professional Services in accordance with the terms of this Agreement(including,without limitation,Section 5.3 of this
<br /> Agreement)and the applicable Sales Order:
<br /> (a) Organizational Database Structure Setup. LeaseQuery will coordinate with Client to structure Client's database in the
<br /> Solution in a manner that is consistent with Client's unique organizational structure as it relates to consolidated financial
<br /> reporting.In order to complete this implementation step and any of the steps in the following subparagraphs of this Section,
<br /> during the first 60 days of Client's subscription,Client shall(i)designate a point person at Client's corporate office(such
<br /> as a controller)to serve as project manager for Client,(ii)provide LeaseQuery with,as applicable,an accurate,complete
<br /> and detailed explanation of Client's cost centers,profit centers,business units,divisions,regions and locations,(iii)within
<br /> no more than 30 days after LeaseQuery's request,provide LeaseQuery with Client's accurate and complete organizational
<br /> structure chart showing which Records should roll-up into which entities,and if and how those entities roll-up into a parent
<br /> entity for financial reporting purposes, and (iv) provide any other information requested by LeaseQuery in order to
<br /> complete this implementation step. In addition, LeaseQuery personnel will be available during such 60-day period to
<br /> conduct a remote training session(not to exceed four hours)to educate Client's authorized users on the Solution(except
<br /> for LeaseQuery Essential).In the event Client requests any additional training,LeaseQuery may provide such training at
<br /> its then-current applicable hourly rates pursuant to subparagraph(d)of this section.
<br /> (b) Bulk Record Migration Service. Solely to the extent included in the Sales Order,LeaseQuery will review with Client a
<br /> standard template for the bulk upload of Records in Microsoft Excel. LeaseQuery will,in consultation with Client,perform
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