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MARTUS SOLUTIONS, LLC

Terms of Service

Martus provides subscriptions to Martus Software and performs services for Clients.

Scope of Services
Martus provides a subscription to access and use the hosted Martus Software and perform the services described on the attached Schedule A. No change in the scope of our services will be binding unless made in writing and signed by Martus and the Client. In performing these services, we will rely on information provided by the Client and Martus will not be responsible for any errors or omissions in the information Client provides.

Terms and Billing
The Client will pay Martus for the subscription and for the services provided in accordance with Martus’ Schedule of Fees and Costs.

Confidentiality
The parties agree not to disclose any information identified in writing by one of the parties as confidential unless required to do so by law. Client agrees that Martus may identify Client by name as one of its customers. Any additional use of quotes from Client or information about Client will not be used in any advertising or marketing communication by Martus without Client’s prior written consent. All Client data, including financial/accounting data, shall remain the sole property of Client, shall be considered as Client confidential information which may not be used by Martus outside of the scope of services described herein and will be destroyed by Martus after termination of services upon request of Client but in any event, within ninety (90) days of such termination. Martus and its
licensors retain all worldwide right, title and interest in and to all of their intellectual property rights, including in any and all improvements, derivative works, updates, and modifications thereto, whether or not made in conjunction with this Agreement, “Martus Intellectual Property”. All Martus Intellectual Property shall be considered Martus Confidential Information. Client agrees that it will keep Martus Confidential information in strict confidence and will not allow any parties unrelated to Client including any competitors of Martus to view or access any Martus Confidential Information.

Warranty, Limitations and Conditions
Martus warrants t o Client that the software will perform the functions set forth on Schedule C. The written and electronic materials provided to you as part of our services are for your use only and may not be copied or distributed to any third party without our express written consent or pursuant to a court order. This limitation does not apply to Client’s data or reports and graphs containing Client information produced by Martus or through the Martus software or services. Client is responsible for determining if Martus Software and related services meet Client’s
particular needs and for the results obtained. Except as set forth above, the subscription to access and use Martus Software and related services by Martus are provided: “AS IS” WITHOUT WARRANTY. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MARTUS EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AS TO MARTUS SOFTWARE AND RELATED SERVICES PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL MARTUS BE RESPONSIBLE FOR ANY LOSS OF PROFIT OR OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE, EVEN IF MARTUS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MARTUS’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO MARTUS FOR MARTUS SOFTWARE AND RELATED SERVICES.

Notwithstanding the preceding, in the event that the Martus services are determined to infringe the intellectual property rights of a third party and Martus is unable to procure the continued right for Client to use the Martus services upon commercially reasonable terms, then this agreement shall be deemed terminated, Martus shall refund any unused subscription fee and the parties shall have no further liability to each other.

Entire Agreement
This Agreement, together with the Schedules and Exhibits, constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, with respect to the subject matter of this Agreement. Client may not assign this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written approval of Martus. Any assignment of this Agreement in
violation of this Section shall be invalid and of no force and effect.

Termination
The initial term of this engagement shall be for two years from the date this agreement is fully executed or the first day of the month in which the connection between Martus software and your accounting system is established, whichever is later, (Anniversary Date) and shall renew thereafter for successive one-year terms unless terminated by either of us by 30 days prior written notice to the other. Additionally, Client has the option to terminate this agreement by giving written notice within 15 days after receiving an invoice from Martus for the first annual renewal after the initial term.

Dispute Resolution
In the event that either party brings an action against the other under or as a result of this agreement,such action shall be brought in the state or federal courts in the state where the other party is domiciled, and such action shall be governed by the substantive laws of the state of the other party.

Effective Date
The Effective Date of this Agreement shall be the date on which the final party signs the Agreement.

Counterparts, Electronic Signatures
This Agreement may be executed simultaneously orin separate counterparts, and any of the parties to this Agreement may execute it by signing counterpart signature pages, all of which taken together shall constitute one and the same document. Signatures transmitted by facsimile or as emailed PDF or other similar electronic versions shall be binding as if originals, and the parties hereby waive any defenses to the enforcement of the terms of this Agreement based upon the form of signature.

SCHEDULE A

Performed Services

Martus Implementation Services

  • Set up financial parameters
  • Set up connection between Martus and Client’s Accounting System
  • Training on setup and use of Martus software

Martus Annual Subscription Services

  • Cloud based hosting of Martus software
  • Telephone and email support during the hours of 9:00 am to 9:00 pm Eastern Time (not including Saturdays, Sundays and national holidays). Martus shall respond to Client’s inquiries not later than one (1) business day or as soon as practical after Client’s request for all incidents in which Client notifies Martus of failure of the Martus software or services. The foregoing is subject to Acts of God, government, war, riot, epidemic or other causes beyond the reasonable control of Martus
  • Martus is a SOC2 Level II compliant SaaS provider
  • Historical availability of 99% or greater
  • Includes functionality described in Schedule
  • Enhancements and updates made by Martus during the Term of this Agreement

SCHEDULE C

Software Features

Dashboard – Financial Reporting

  • Graphical presentations
  • Monthly financial results
  • Profit and Loss type reports(with drill down capability) for a selected date range
  • Select date range of up to any 12 monthly periods
  • Select individual dimensions and sub-dimensions, roll-up by parent dimension and category
  • Drill down to GL transaction detail
  • Comparisons to monthly, YTD & annual budget and to prior year
  • Rolling forecast views(not included in Essentials)
  • Ability for each user to save Named Reports
  • Multiple report views including Dimension Summaries and side by side Dimension comparisons
  • Setup functions
  • Automated (if available) and on-demand updates of financial data from Client’s accounting system
  • Ability to restrict individual users to specific Dimension(s) and Martus functions

Planner – Budgeting Tools

  • Ability to restrict individual users to specific dimensions
  • Ability to budget at any level in the dimensional hierarchy defined in Client’s accounting system
  • Users can attach comments to any budget line item that can be viewed by any authorized user
  • Budget worksheets can display current year actuals and budget numbers as a reference
  • Budget wizards that make it easy to spread weekly, monthly and annual numbers as well to create line-item budget values from a percentage of current year actuals or budget numbers
  • Assign owners & approvers to budget worksheets (not included in Essentials)
  • Create budget worksheets automatically based on current year activity and budget
  • Import budget data from an Excel worksheet in a format prescribed by Martus
  • Assign Gain/Loss targets by budget area with onscreen prompts to identify budgets that exceed the targets
  • Leadership and executive staff can view summaries to assess the impact of organizational
    budgets
  • Budget Analysis and Side-by-Side reports provide reasonableness checks
  • Budget Summaries include the following capabilities
  • Select individual dimensions and sub-dimensions, roll-up by parent dimension and category
  • Drill down on GL Accounts to analyze specific income/expense budgets by budget area

Personnel Budgeting (not included in Essentials)

  • Develop payroll budgets in detail by Position/Employee Supports Multiple scenarios for each fiscal year
  • Supports multiple forms of compensation including wages,salaries, benefits, one-time bonuses, etc
  • Frequencies such as weekly, bi-weekly, monthly, and one-time. Payroll tax calculated automatically; supports taxable/nontaxed positions and compensation
  • Personnel allocations

Forecasting (part of Advanced Plus Package Only)

  • Create multi-year forecasts and What-if scenarios from a base budget on screen Compare multiple budgets built using Martus budget preparation functionality with various underlying assumptions
  • Budget dimension allocations