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Location. Client Training Courses may be delivered in a physical <br />classroom at a location determined by mutual agreement or through a <br />Live virtual classroom. Details regarding delivering Client Training <br />Courses shall be set forth in an approved SOW. For Client Training <br />Courses to be piuvided at an onsiLe Llasstount LhaL 'are canceled by <br />Client: (i) ten (10) or more business days prior to the course start date, <br />MRI will provide a full refund or credit; or (n) within the ten (10) business <br />day period before the Course SLarL date, fifty percent (50%) Of the course <br />fee will be forfeited and MRI will provide the remainder as a refund or <br />credit. <br />4.2.2 Physical Classroom Public Training Course Cancellation <br />Palicy. "Public Training Courses" means publicly offered Training <br />Courses that. are not delivered specifically for Client Public Training <br />Courses may be ddivcrod in a physical dasst from or through a live virtual <br />classroom. Registered attendees for a physical classroom Public Training <br />Course who raneel less than let) (10) business clays prior to the course <br />start date WILL forfeit all applicable Training Course fees; however; <br />transfers to another person are permitted up to one (1) business day <br />prior to the course start date. In order to transfer a physical rlassroorn <br />Public Training Course attendance spot, contact Mki Learning SOlutia's <br />at 1.800.321.8770 ext. 1 or email. (ear ninenlmrisoftware. coin. MRI <br />reserves the right to cancel any physical classroom Puhlic Training <br />Course class up to ten (10) business days prior to the course start date <br />for any reason. If MRI cancels a physical classroom Public Traininp <br />Course days and is unable to reschedule [lie attendee, MRI will tefund <br />to such attendee all applicable Training Course fees. MRI assumes no <br />responsibility for non-refundable airline tickets or other expenses that <br />may be incurred due to cancellation of a physical classroom Public <br />Training Course. <br />4.2.3 Live Virtual Classroom Public Training Course Cancellation <br />Policy, kegishvcd 1tn>ndecs for live virTIMI dasstoom Public Training <br />Course program will receive a web-conferencing invitation on the day <br />prior to the star( or the program. Registered attendees who cancel less <br />than twenty-four (24) hours befae the scheduled start date and time <br />will not be refunded any applicable Training Course tees. However, <br />transfers to another pemon are permitted up to the starting time of the <br />program. h, order to transfer a live virtual classroom Public Training <br />Course attendance spot, contact MRI Learning Solutions at <br />1.800.321.8770 ext. 1 or email teaming@mrisoftware.corn. MRI reserves <br />the right to cancel ar,y live virtual classroom Public Training Course class <br />for any reason. It Mid cancels a Live virtual classroom Public Training <br />Course class and is unable Lu reschedule the attendee, MRI will refund <br />to such attendee all applicable Training Course fees. <br />EXHIBIT 2 <br />M, <br />4.2.4 Self -Paced e•I earning Training Course Cancellation Policy. <br />"Self -Paced e-Learning Training Courses" means publicly offered <br />Training Courses that have no set tins or location, and can be taken by <br />any person at any time at the MRI Learning Solutions website. Self - <br />Paced e-Leaininq Ttaininq Courses are nun -cancelable and applicable <br />fees are non-refundable All sales of Self -Paced e-Learning Training <br />Courses are final and non -transferable. <br />4,3 Use Limitations; Monitoring, Unless othorwtsc CxphCrtly <br />agreed in writing by MRI, Client is only allowed user access rights to any <br />Training Course up to the number of Narned Users Put chased as shown in <br />At. executed SOW. Client and Named Users may not share access tights, <br />or any Training Course content, with others and may only access the <br />Training CnUISe for personal Lrairnri-. use as specifically pennil-Led. To the <br />extcvrt permitted by Law, MRI may monitor, suspend Or ter minarr, Client's <br />or any Named User's use of any Training Course and/or training account, <br />or Lei nfnale this Schedule or the applicable SOW, or remove or disclose <br />Lllent'S at any Named User's information In order to ensure CllOnt's and <br />all Named Users' compliance with the Agreement or to otherwise protect <br />MRI riuhts of riuhts of others. It C-lient or any Narned User dues not comply <br />with the restrictions Set forth in this Sectinn 4.3, Client may bo charged <br />additional fees equivalent to the resulting usage fees for the related <br />services incurred. <br />iiif 711z"irar] <br />This Schedule may be terminated in accordance with Section 9 of the <br />Master Agreement. <br />Where the nun -breaching Par Ly has a righL to Leirnina Le this Schedule, <br />the non -breaching Party may at its discretion either terminate this <br />Schedule, nr the applicable SOW. <br />Upon temmtiaton far airy reason, all worst products, uidudrng all drafts <br />and works in progress of deliverables, shall be delivered to Client. Upon <br />MRI's receipt of a notice of Lerrninalion, MRI shalt cease and shall cause <br />any agent or subcontractor to cease all work under the applicable SOW <br />and minimize any additional costs or reimbursable expenses unless <br />otherwise- agreed in writing by Lhe Parities. Except as may be expressly <br />set forth in the applicable SOW. Client shall pay MRI fees for services <br />performed to the date of termination on a T&M basis together with any <br />expenses reasonably incurred in conneclion Nlerewilii. The Paflies' <br />obligations under this Section 5 and Section 3 of this Schedule and the <br />surviving provisions of the Master Agreement shall. survive any <br />Ierrminalion of this Schedule. <br />END OF PROFESSIONAL SERVICES SCHEDULE <br />Client: HouslnE ",r_,IErLY18t� City of Santa Ana MRI Confidentiak3 — 42 '6f4A90Q'f <br />