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INSURANCE NOT ON " F A-2022-073 <br /> WORK MAY NOT PROUGEEL <br /> cm <br /> LO <br /> meridian <br /> �-: MZ Cwy-*t s <br /> General Terms and Conditions <br /> This Software as a Service Subscription Agreement(this"Agreement")is made and entered into as of <br /> the effective date set forth below(the"Effective Date") between: <br /> Effective Date of this Agreement: May 17,2022 <br /> MERIDIAN: CLIENT: <br /> MERIDIAN KNOWLEDGE SOLUTIONS, LLC, City of Santa Ana <br /> a Virginia,limited liability company 20 Civic Center Plaza, M-24 <br /> Santa Ana, CA 92701 <br /> These terms and conditions constitute the entire legal agreement between client and Meridian <br /> Knowledge Solutions, LLC ("Meridian") concerning the access to the proprietary Meridian LMS <br /> software program, associated documentation ("Software") and the services performed by Meridian in <br /> support thereof. MERIDIAN and CLIENT are also referred to as"Party"or"Parties." <br /> A. MERIDIAN has developed certain software programs and associated documentation which <br /> MERIDIAN makes available to its CLIENT's("Subscribers")on a Subscription ("Subscription") <br /> basis. <br /> B. CLIENT wishes to use MERIDIAN'S Services and Software in its business operations. <br /> C. MERIDIAN has agreed to provide, and the CLIENT has agreed to pay for and use <br /> MERIDIAN'S Services and Software subject to the terms and conditions of this Agreement. <br /> D. In the event there are conflicting terms among the various documents,the order of precedence <br /> is as follows: 1) This Agreement, including Schedule(s); 2) Project Documents; and 3) <br /> Exhibit(s). <br /> 1. Definitions <br /> a. Authorized User: Employees, agents, and independent contractors of the CLIENT who are <br /> authorized to use the Software as described herein. <br /> b. Confidential Information: Information that is proprietary or confidential of MERIDIAN as further <br /> defined throughout this Agreement. <br /> c. CLIENT Data: Data that is input by the CLIENT or Authorized Users of the CLIENT into the <br /> Software for the purpose of utilizing the Software. <br /> d. Documentation: Documents made available by MERIDIAN to the CLIENT from time to time which <br /> may include but is not limited to documents containing Software descriptions, user manuals and <br /> other material related to the Software. <br /> e. Effective Date:The day this Agreement lakes effect. <br /> f. Initial Subscription Term: The initial term of this Agreement. <br />