Item 14 - Authorize Funding for One (1) Additional Year for a Learning Management System

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o9meridian ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; iii. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation provided by this Agreement; iv. use the Services,and/or Documentation to provide services to third parties; or V. subject to the Assignment Section, license, sublicense,sell, rent,lease,transfer, subcontract, assign, distribute, display, disclose, or otherwise commercially exploit,or otherwise make the Services, and/or Documentation available to any third party except the Authorized Users,or vi. attempt to obtain, or assist third parties in obtaining, access to the Services, and/or Documentation, other than as provided under this clause. g. The CLIENT shall use all reasonable endeavors to prevent any unauthorized access to,or use of, the Services,and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MERIDIAN.The rights provided under this Section are granted to the CLIENT only and shall not be considered granted to any subsidiary or affiliate of the CLIENT. h. Additional User Subscriptions i. The CLIENT may, during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1 and MERIDIAN shall grant access to the Services to such additional Authorized Users in accordance with the provisions of this Agreement. ii. If the CLIENT wishes to purchase additional User Subscriptions, the CLIENT shall notify MERIDIAN in writing, MERIDIAN shall evaluate such request for additional User Subscriptions and respond to the CLIENT with approval or disapproval of the request and such approval not to be unreasonably withheld. iii. If MERIDIAN approves the CLIENT's request to purchase additional User Subscriptions, the CLIENT shall, within thirty (30) calendar days of the date of MERIDIAN'S invoice, pay MERIDIAN the relevant fees for such additional User Subscriptions as set out in Schedule 1 and, if such additional User Subscriptions are purchased by the CLIENT part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall not be pro- rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 3. Fees; Payment Terms a. Fees. In consideration of this Agreement, CLIENT will pay the Subscription fees set forth in Schedule 2 (the"Subscription Fees'). In consideration of any other products provided or services performed under this Agreement,CLIENT will pay the fees and charges described in the applicable Schedule. On the Effective Date of this Agreement, the Subscription Fees shall be payable with respect to the Initial Subscription Term and at least thirty (30) calendar days prior to each anniversary of the Effective Date,the Subscription Fees shall be payable with respect to the next Renewal Period. If, at any time while using the Services, the CLIENT exceeds the amount of storage space specified in Schedule 2,MERIDIAN shall charge the CLIENT,and the CLIENT shall