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INSURANCE NOT ON rn F <br />('-.J WORK MAY NOT PRO CtE LJ A-2022-073 <br />N <br />C) <br />N <br />L() - <br />~: rt~(_Lo"<\ ~ ':-,l!··v'yL <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 : <br />MERIDIAN KNOWLEDGE SOLUTIONS , LLC , <br />a Virginia, limited liability company <br />CLIENT: <br />City of Santa Ana <br />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 . MERIDI AN has developed certain software programs and associated documentation wh ich <br />MERIDIAN makes avai lable 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 fo r and use <br />MERIDIAN'S Services and Software subject to the terms and conditions of this Agreement. <br />0 . 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 ; a nd 3) <br />Exhibit(s). <br />1. Definitions <br />a. Authorized User: Employees, agents , and independent c ontractors of the CLIENT who are <br />authorized to use the Software as described herein. <br />b. Confidential Information: Informatio n 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 Auth ori zed Users of the CLIENT into the <br />Software for the purpose of utiliz ing 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 co ntaining Software descriptions, user manuals and <br />other material related to the Software. <br />e . Effective Date : The day this Agreement takes effect. <br />f. Initial Subs cripti on Term : The initial term of this Agreement. <br />Saas Agreement: Multi-Tenant meridianks.com   <br />  <br />City Council 14 – 5 8/5/2025