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HomeMy WebLinkAboutMINDBASE, LLC Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 N-2025-274 Exhibit A mindbase By Versaterm INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLUK p�,;E;NGV 17 2025 Master Services Agreement This Subscription Software Agreement (the "Subscription Software Agreement") is entered into between Mindbase,LLC,with offices at PO Box 4201,Logan,UT 84323 ("Mindbase") and the entity identified on the pricing proposal ("Customer"). Mindbase and Customer will each be referred to herein as a"Party" and collectively as the "Parties".This Agreement(as defined below) is effective as of the date of the last signature (the "Effective Date"). 1. Agreement 1.1.Scope; Agreement Documents. This Subscription Software Agreement governs Customer's purchase of cloud-based software as a service products and other software which is licensed to Customer by Mindbase on a subscription basis ("Subscription Software")and related services,which may be recurring or one-time("Services")provided by Mindbase. Subscription Software and Services are collectively referred to as the "Software and Services". Additional terms and conditions applicable to specific Software and Services are set forth in one or more addenda executed by both Parties in writing and attached to this Subscription Software Agreement(each an "Addendum", and collectively the"Addenda").This Subscription Software and the Addenda collectively form the Parties' "Agreement". 1.2.Order of Precedence. Each Addendum will control with respect to conflicting terms in this Subscription Software Agreement,but only as applicable to the Software and Services described in such Addendum. 2. Subscription Software 2.1.Delivery. During the applicable Subscription Term (as defined below), Mindbase will provide to Customer the Subscription Software in accordance with the terms of the Agreement. Mindbase will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer's receipt of credentials required for access to the Subscription Software or upon Mindbase otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Mindbase will also provide Services related to such Subscription Software. 2.2.Modifications.Mindbase may modify the Subscription Software,recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation (as defined below) for the Subscription Software maybe updated to reflect such modifications. Page 1 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • • t"Y"11f1db ase By Versaterm _.... .- 2.3.User Credentials. If applicable, Mindbase will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer's employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect,the confidentiality and security of all user credentials,including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will make reasonable efforts to prevent users from making changes to the Subscription Software. 2.4.Customer Obligations. Customer will ensure that information Customer provides to Mindbase in connection with receipt of Software and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Mindbase to provide the Software and Services and perform its other duties under this Agreement. Mindbase may rely upon and is not required to evaluate, confirm,reject,modify,or provide this Section. 2.5.Documentation. Software and Services may be delivered with documentation for the equipment,software,or data that specifies technical and performance features,capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, "Documentation"). Documentation is and will be owned by Mindbase, unless otherwise expressly agreed in an Addendum that certain Documentation will be owned by Customer. Mindbase hereby grants Customer a limited,royalty-free,worldwide,non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Software and Services. 2.6.Authorized Users."Authorized Users"are Customer's employees,full-time contractors engaged for the purpose of supporting the Software and Services that are not competitors of Mindbase, spouses and significant others,retirees,and the entities otherwise approved by Mindbase in writing(email from an authorized Mindbase signatory accepted), which may include affiliates or other Customer agencies. Customer may not make the Services available to the public or any unauthorized third party. The Services are owned by Mindbase and your use of them must be in accordance with these Terms. 2.7. Support of Downloaded Clients. The Mindbase Wellness App is available in the iOS App Store and Google Play store for download.Authorized Users may install the app on their mobile device(s) or access content through a web browser. Mindbase may update the current version of its client at any time,including for bug fixes,product improvements,and feature updates. 2.8.Export Control. Customer, its employees, and any other Authorized Users will not access or use the Software and Services in any jurisdiction in which the provision of such Software and Services is prohibited under applicable laws or regulations (a "Prohibited Page 2 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 mindbose -- By Versaterm _w w Jurisdiction"), and Customer will not provide access to the Software and Services to any government,entity, or individual located in a Prohibited Jurisdiction.Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S.exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Subscription Software or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located. 3. Term and Termination 3.1.Subscription Terms. The duration of Customer's subscription to the first Subscription Software and any recurring Services ordered under this Subscription Software Agreement (or the first Subscription Software or recurring Service,if multiple are ordered at once)will be December 111,2025 to November 301h,2026(the"Initial Subscription Period).Following the Initial Subscription Period,Customer has the option to renew for additional twelve(12) month periods(each,a"Renewal Subscription Year"), upon mutual,written agreement of the Parties at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Mindbase may increase Fees prior to any Renewal Subscription Year.In such case,Mindbase will notify Customer of such proposed increase no later than ninety(90)days prior to commencement of such Renewal Subscription Year.If Customer orders any additional Subscription Software or recurring Services under this Subscription Software Agreement or an Addendum during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or Service, and continue until the conclusion of Customer's then-current Subscription Term(a"Partial Subscription Year"), and (b) may be renewed for Renewal Subscription Years thereafter, upon mutual,written agreement of the Parties at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 3.2.Term. The term of this Subscription Software Agreement ("Term") will commence on the Effective Date and continue until the expiration or termination of all Subscription Terms under this Subscription Software Agreement,unless this Subscription Software Agreement is earlier terminated in accordance with the terms herein. 3.3. Termination. 3.3.1. For Default. Either Party may terminate the Agreement or the applicable Addendum if the other Party breaches a material obligation under the Page 3 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 0*0 111,1 -m1ndb- ase ... By Versaterm _.. __ Agreement and does not cure such breach within thirty(30)days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Notwithstanding the foregoing, Mindbase may terminate the Agreement (or any Addendum hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 10.3 — Subscription Software License, Section 10.4 — End User Licenses, or Section 10.5—Customer Restrictions of this Subscription Software Agreement, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum, or (b) it determines that Customer's use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Mindbase, Mindbase's systems, or any third party (including other Mindbase customers). Customer acknowledges that Mindbase made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation,and that Customer's breach of the Agreement will result in irreparable harm to Mindbase for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Mindbase will be entitled to all available remedies at law or in equity(including immediate injunctive relief). 3.3.2. Addenda;Ordering Documents.Each Addendum may be separately terminable as set forth therein. 3.4. Suspension of Services. Mindbase may terminate or suspend any Software and Services under an Ordering Document if Mindbase determines: (a) the related Subscription Software license has expired or has terminated for any reason;(b)Customer fails to make any payments when due; or (c) Customer fails to comply with any of its other obligations or otherwise delays Mindbase's ability to perform. 3.5. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Subscription Software Agreement or an Addendum,Customer and the Authorized Users will stop use of any Subscription Software and return or destroy (at Mindbase's option) all Mindbase Confidential Information in their possession or control and, as applicable, provide proof of such destruction. If Customer has any outstanding payment obligations under this Agreement, such obligations shall remain due and payable in accordance with their original payment terms. Notwithstanding the reason for termination or expiration, Customer must pay Mindbase for Software and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Mindbase and Customer's termination of this Agreement. 4. Payment and Invoicing Page 4 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • o mit"1dbase .,.� By Versaterm ----. - 4.1. Fees. Customer will prepay an annual subscription fee for each Subscription Software and recurring Service, and pay any fees specified for other Services provided hereunder in accordance with the applicable Addendum (the "Fees"), before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year.The annual subscription Fee for Subscription Software and recurring Services may include certain one-time Fees,such as start-up fees,license fees,or other fees Mindbase will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due. 4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law Mindbase will be solely responsible for reporting taxes on its income and net worth. 4.3. Invoicing;Payment. Customer will pay Fees upon the earlier of(a)forty-five (45) days prior to the commencement of the applicable Subscription Term, and (b) within forty-five (45) days of the applicable invoice date, or as otherwise specified in the applicable Addendum.Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Mindbase may invoice electronically via email, and Customer agrees to receive invoices via email. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Software and Services. 5. Customer-Provided Equipment; Non-!Mindbase Content 5.1. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Mindbase may be required for use of the Software and Services ("Customer- Provided Equipment"). Customer will be responsible, at its sole cost and expense,for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Mindbase to access and use the applicable Customer-Provided Equipment to provide the Software and Services under this Agreement,and such access and use will not violate any laws or infringe any third-party rights(including intellectual property rights).Customer(and not Mindbase)will be fully liable for Customer-Provided Equipment 5.2. Non-Mindbase Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Mindbase (collectively, "Non-Mindbase Content") with or through the Software and Services. If Customer accesses, uses, or integrates any Non- Mindbase Content with the Software and Services, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users'use of the Page 5 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 o*o induase -1-1-1---- BYwers�erm Non-Mindbase Content in connection with the Software and Services.Customer will also obtain the necessary rights for Mindbase to use such Non-Mindbase Content in connection with providing the Software and Services, including the right for Mindbase to access, store, and process such Non-Mindbase Content (e.g., in connection with the Subscription Software), and to otherwise enable interoperation with the Software and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Mindbase Content with the Software and Services,and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Mindbase Content. Customer acknowledges and agrees that Mindbase is not responsible for, and makes no representations or warranties with respect to,the Non-Mindbase Content(including any disclosure, modification, or deletion of Customer Data resulting from use of Non- Mindbase Content or failure to properly interoperate with the Software and Services).If Customer receives notice that any Non-Mindbase Content must be removed,modified,or disabled within the Software and Services,Customer will promptly do so.Mindbase will have the right to disable or remove Non-Mindbase Content if Mindbase believes a violation of law, third-party rights, or Mindbase's policies is likely to occur, or if such Non-Mindbase Content poses or may pose a security or other risk or adverse impact to the Software and Services,Mindbase,Mindbase's systems, or any third party(including other Mindbase customers). Nothing in this Section will limit the exclusions set forth in Section 7.1—Intellectual Property Infringement. 6. Representations and Warranties 6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party. 6.2. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, SOFTWARE AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE SOFTWARE AND SERVICES AND MINDBASE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MINDBASE DOES NOT REPRESENT OR WARRANT THAT USE OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED,ERROR-FREE,OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. 7. Indemnification Page 6 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 ByVerseterm -- , ---. 7.1. Intellectual Properly Infringement. Mindbase will defend Customer against any third-party claim alleging that a Mindbase-developed Subscription Software (the "Infringing Product") directly infringes a United States patent or copyright ("Infringement Claim"), and Mindbase will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Mindbase in settlement of an Infringement Claim.Mindbase's duties under this Section 7.1 — Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Mindbase in writing of the Infringement Claim; (b) Mindbase having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Mindbase and, if requested by Mindbase, providing reasonable assistance in the defense of the Infringement Claim. 7.1.1. If an Infringement Claim occurs, or in Mindbase's opinion is likely to occur, Mindbase may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer a pro-rated refund of any amounts pre-paid for the Infringing Product. 7.1.2. In addition to the other damages disclaimed under this Agreement, Mindbase will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Mindbase Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Subscription Software or Services with any products or materials not provided by Mindbase; (c) any Subscription Software or Service designed, modified, or manufactured in accordance with Customer's designs,specifications,guidelines or instructions;(d)a modification of the Subscription Software or Services by a party other than Mindbase;(e)use of the Subscription Software or Services in a manner for which the Subscription Software or Service was not designed or that is inconsistent with the terms of this Agreement;or (f) the failure by Customer to use or install an update to the Subscription Software or Services that is intended to correct the claimed infringement. In no event will Mindbase's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Mindbase from Customer from sales or license of the Infringing Product. 7.1.3. This Section 7.1—Intellectual Property Infringement provides Customer's sole and exclusive remedies and Mindbase's entire liability in the event of an Infringement Claim.For clarity,the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8—Limitation of Liability below. Page 7 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 mindbase By VerWerm 7.2. Customer Indemnity. Customer will defend,indemnify,and hold Mindbase and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Mindbase Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Software and Services) infringes or misappropriates a third- party intellectual property or other right, violates applicable law, or breaches the Agreement, (b) Customer-Provided Equipment's failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Mindbase by Customer in connection with the Subscription Software or Services; (c) Customer's (or its service providers, agents, employees, or Authorized User's) negligence or willful misconduct;and (d)Customer's or its Authorized User's breach of this Agreement.This indemnity will not apply to the extent any such claim is caused by Mindbase's use of Customer-Provided Equipment, Customer Data, or Non-Mindbase Content in violation of the Agreement. Mindbase will give Customer prompt, written notice of any claim subject to the foregoing indemnity.Mindbase will,at its own expense, cooperate with Customer in its defense or settlement of the claim. 8. Limitation of Liability 8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. MINDBASE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MINDBASE PARTIES") WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MINDBASE'S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR, ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MINDBASE HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE;UNLESS ANY SUCH DAMAGES ARE CAUSED BY MINDBASE'S USE OF CUSTOMER-PROVIDED EQUIPMENT,CUSTOMER DATA,OR NON-MINDBASE CONENT IN VIOLATION OF THE AGREEMENT. 8.2. DIRECT DAMAGES. THE TOTAL AGGREGATE LIABILITY OF THE MINDBASE PARTIES,WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID FOR THE SUBSCRIPTION SOFTWARE TO WHICH THE CLAIM IS RELATED DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. Page 8 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • • mind case By Verwerm , -- 8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MINDBASE WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MINDBASE, OR ANY OTHER DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES; (B) CUSTOMER- PROVIDED EQUIPMENT,NON-MINDBASE CONTENT,CUSTOMER'S SITES,OR THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF THE SUBSCRIPTION SOFTWARE OR SERVICES WITH ANY OF THE FOREGOING; (C)LOSS OF DATA OR HACKING; (D) MODIFICATION OF SUBSCRIPTION SOFTWARE OR SERVICES BY ANY PERSON OTHER THAN MINDBASE; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE SUBSCRIPTION SOFTWARE AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; (G) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS;(H)DISRUPTION OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES'SYSTEMS,EQUIPMENT, OR DATA,INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (I) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; OR (J) CUSTOMER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE SUBSCRIPTION SOFTWARE OR SERVICES. 8.4. Voluntary Remedies. Mindbase is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 — Additional Exclusions above,but if Mindbase agrees to provide Services to help resolve such issues, Customer will reimburse Mindbase for its reasonable time and expenses per terms and conditions contained in an Addendum. 8.5. Statute of Limitations. Customer may not bring any claims against a Mindbase Party in connection with this Agreement or the Software and Services more than two(2) years after the date of accrual of the cause of action. 9. Confidentiality. 9.1. Confidential Information. "Confidential Information" means any and all non- public information provided by one Party("Discloser")to the other("Recipient")that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Mindbase, Confidential Information will also include Software and Services, and Documentation, as well as any other information relating to the Software and Services.In order to be considered Confidential Information, Page 9 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • • t"Y'llndbase _w---- By Versaterm information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9.2. Obligations of Confidentiality.During the Term and for a period of three(3)years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9—Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company,any other wholly owned subsidiaries of the same parent company),agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in,this Agreement;(c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 9.3. Exceptions.Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation(a)is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser;(c)is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; (d) is independently developed by Recipient without the use of,or reference to,any of Discloser's Confidential Information or any breach of this Agreement, (e) is required to be disclosed pursuant to a court order or subpoena, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates, as requested, in any effort by the disclosing party to seek a protective order or other remedies,or(d)is subject to release under the applicable public records law. 9.4. Ownership of Confidential Information.All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser(including as permitted herein).Within ten(10) days of receipt of Discloser's written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed.However, Recipient may retain(a)one(1)archival copy of the Confidential Information for use only Page 10 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • • min<'base By Versaaterm in case of a dispute concerning this Agreement no longer than thirty (30) days after contract termination and (b) Confidential Information that has been automatically stored in accordance with Recipient's standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 1o. Proprietary Rights and Subscription Software License; Data; Feedback 10.1. Data Definitions.The following terms will have the stated meanings: "Customer Contact Data"means data Mindbase collects from Customer,its Authorized Users,and their end users for business contact purposes"Service Use Data"means data generated by Customer's use of the Software and Services or by Mindbase's support of the Software and Services, including product performance and error information, activity logs and date and time of use; "Customer Data"means data,information, and content, including images, text, videos, documents, audio, and structured data base records, provided by,through, or on behalf of Customer, its Authorized Users, through the use of the Software and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Mindbase Data; "Third-Party Data"means information obtained by Mindbase from its third party content providers and made available to Customer through the Subscription Software or Services; "Mindbase Data"means data owned or licensed by Mindbase; "Feedback"means comments or information,in oral or written form, given to Mindbase by Customer or Authorized Users,including their end users,in connection with or relating to the Subscription Software or Services;and"Process"or"Processing" means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 10.2. Mindbase Materials.Customer acknowledges that Mindbase may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Mindbase has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Mindbase or another party) (collectively, "Mindbase Materials"). The Software and Services, Page 11 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 1 1 indb se I--,-.-",- By versWerm ­­­ Mindbase Data, Third-Party Data, and Documentation, are considered Mindbase Materials. Except when Mindbase has expressly transferred title or other interest to Customer by way of an Addendum, the Mindbase Materials are the property of Mindbase or its licensors,and Mindbase or its licensors retain all right,title and interest in and to the Mindbase Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Mindbase Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Mindbase to effectuate the foregoing. Mindbase and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Software and Services or other Mindbase Materials, or permit any third party to do so. 10.3. Subscription Software License. Subject to Customer's and its Authorized Users' compliance with the Agreement (including payment terms), Mindbase hereby grants Customer and its Authorized Users a limited,non-transferable,non-sublicensable, and non-exclusive license to use the Subscription Software, and the associated Documentation,solely for Customer's internal business purposes.The foregoing license grant will be limited to one site license and will continue for the applicable Subscription Term. Customer may access and use the Subscription Software only in Customer's owned or controlled facilities, including any authorized mobile sites; provided, however,that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Agreement. 10.4. Customer Restrictions. Customers and Authorized Users will agree to comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others,including the Authorized Users,to make the Subscription Software available for use by unauthorized third parties,including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software;copy,reproduce,distribute,lend,or lease the Subscription Software,software used to provide the Subscription Software, or Documentation for or to any third party; take any action that would cause the Subscription Software or Documentation to be placed in the public domain;use the Subscription Software to compete with Mindbase; Page 12 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • n"1iodbose w-.11. By Versaterm w.,. remove,alter,or obscure,any copyright or other notice;share user credentials(including among Authorized Users);use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. 10.5. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Mindbase acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.7— Processing Customer Data below and in other applicable Addenda.The Parties agree that with regard to the Processing of personal information which may be part of Customer Data,Customer is the controller and Mindbase is the processor. 10.6. Processing Customer Data. 10.6.1. Mindbase Use of Customer Data. To the extent permitted by law, Customer grants Mindbase to use Customer Data to (a) perform Services and provide the Subscription Software under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Mindbase products and services, and (c) create new products and services. Customer represents and warrants to Mindbase that Customer's instructions, including appointment of Mindbase as a processor or sub-processor,have been authorized by the relevant controller. 10.6.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data,Customer's collection,creation,and use of the Customer Data (including in connection with Mindbase's Software and Services), and Mindbase's use of such Customer Data in accordance with the Agreement, will not violate any laws or applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). Customer also represents and warrants that the Customer Data will be accurate and complete,and that Customer has obtained all required consents, provided all necessary notices, and met any other applicable legal requirements with respect to collection and use (including Mindbase's and its subcontractors'use) of the Customer Data as described in the Agreement. 10.7. Data Retention and Deletion. Mindbase will delete and securely wipe, all identifiable Customer Data, including data backups, following termination or expiration of this Subscription Software Agreement or the applicable Addendum or Ordering Document,with such deletion to occur no later than thirty(30)days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Mindbase in writing before expiration or termination, subject to Section 14.9 — Notices. Mindbase will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased Page 13 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 Mil O'base s By VerWerm extended storage from Mindbase through a mutually executed Addendum. 10.8. Service Use Data. Customer understands and agrees that Mindbase may collect and use Service Use Data for its own purposes, including the uses described below. Mindbase may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users. 10.9. Third-Party Data and Mindbase Data.Mindbase Data and Third-Party Data may be available to Customer through the Software and Services. Customer and its Authorized Users may use Mindbase Data and Third-Party Data as permitted by Mindbase and the applicable Third-Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a)use the Mindbase Data or Third- Party Data for any purpose other than Customer's internal business purposes; (b) disclose the data to third parties; (c) "white label" such data or otherwise misrepresent its source or ownership,or resell,distribute,sublicense,or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin,or ownership of the data;or(f)modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Mindbase Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, or this Subscription Software Agreement. Further, Mindbase or the applicable Third-Party Data provider may suspend,change,or terminate Customer's or any Authorized User's access to Mindbase Data or Third-Party Data if Mindbase or such Third-Party Data provider believes Customer's or the Authorized User's use of the data violates the Agreement, applicable law or Mindbase's agreement with the applicable Third-Party Data provider. Upon termination of Customer's rights to use any Mindbase Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Mindbase. Notwithstanding any provision of the Agreement to the contrary, Mindbase will have no liability for Third-Party Data or Mindbase Data available through the Software and Services. Mindbase and its Third-Party Data providers reserve all rights in and to Mindbase Data and Third-Party Data not expressly granted in an Addendum. 10.10. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Mindbase. Mindbase may use, reproduce, license,and otherwise distribute and exploit the Feedback with permission of Customer. 10.11. Improvements; Software and Services. The Parties agree that, notwithstanding any provision of this Subscription Software Agreement or the Agreement to the contrary, all fixes, modifications and improvements to the services or products conceived of or Page 14 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 mindbose By Vomterrm ._. __w made by or on behalf of Mindbase that are based either in whole or in part on the Feedback,Customer Data,or Service Use Data(or otherwise) are the exclusive property of Mindbase and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Mindbase. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes,modifications or improvements to Mindbase. 11. Mindbase as a Controller or Joint Controller In all instances where Mindbase acts as a controller of data, it will comply with the applicable provisions of the Mindbase Privacy Statement at https://getmindbase.com/12rivacy-12olicy,as may be updated from time to time. Mindbase holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Mindbase Privacy Statement. In instances where Mindbase is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers. 12. Force Majeure; Delays Caused by Customer 12.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule. 12.2. Delays Caused by Customer. Mindbase's performance of the Software and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum). In the event of a delay under this Section 13.2—Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree(in writing)upon a reasonable extension to any applicable performance schedule. 13. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement(each, a"Dispute"): 13.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of California The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 13.2. Dispute Resolution. Either Party may initiate dispute resolution procedures by Page 15 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 ,o o t'Yllt"lt"�bose — _ By versaterm , -- sending a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). 13.3. Litigation,Venue,Jurisdiction.If the Dispute has not been resolved as per Section 13.2, either Party may submit the Dispute exclusively to state district court in Orange County, California . Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. 14. General 14.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement,including that Customer will ensure its and its Authorized Users' use of the Software and Services complies with law(including privacy laws),and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Software and Services.Mindbase may,at its discretion,cease providing or otherwise modify Software and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law. 14.2. Anti-Discrimination/Equal Employment Opportunity Clause: Mindbase is bound to the terms and conditions of Section 601,Title VI, Civil Rights Act of 1964,in that"No person in the United States shall, on the grounds of race, color,national origin, or sex,be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving Federal financial assistance." In addition, "No otherwise qualified handicapped individual in the United States shall, solely by reason of his handicap, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance" (Section 504 of the Rehabilitation Act of 1973). Furthermore, for Contracts involving federal funds, the applicable provisions and requirements of Executive Order 11246 as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, Section 701 of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (ADEA), 29 USC Sections 621, et seq., the Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, U.S. Department of Interior regulations at 43 CFR Part 17, and the Americans with Disabilities Act of 1990,are also incorporated into the Contract.Mindbase shall comply with pertinent amendments to such laws made during the term of the Contract and with all federal and state rules and regulations implementing such laws.Mindbase must include this provision in every subcontract relating to the Contract. 14.3. Audit;Monitorin�.Mindbase may monitor system performance and functionality to Page 16 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 mindbose By versaterm -...- -.. ensure proper operation of the Subscription Software. Customer agrees not to give access to or share the Subscription Software to unauthorized third parties or unauthorized individuals. Mindbase may audit usage data if there is reasonable suspicion of unauthorized access or sharing. Customer shall ensure that Authorized Users are provided with a notice of such monitoring.= 14.4. Assignment and Subcontracting.Neither Party may assignor otherwise transfer this Agreement without the prior written approval of the other Party. Mindbase may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent(a)for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 14.5. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof,will not be construed to be a waiver of any succeeding breach or of any other obligation.All waivers must be in writing and signed by the Party waiving its rights. 14.6. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law.The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 14.7. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party.Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create,or be interpreted as a joint venture,partnership,or formal business organization of any kind. 14.8. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the Subscription Software will be a direct and intended third-party beneficiary of this Agreement. 14.9. Interpretation. The section headings in this Agreement are included only for convenience The words"including"and"include"will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. Page 17 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 mindbase gy Versaterrrr .. 14.10. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 14.11. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law,in equity,by contract, or otherwise.Except as specifically stated in this Agreement,the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law,in equity,by contract, or otherwise. 14.12. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.5— Customer Obligations; Section 3— Term and Termination; Section 4 — Payment and Invoicing; Section 6.2 — Warranty Disclaimer; Section 7.3 — Mindbase Indemnity; Section 8 — Limitation of Liability; Section 9—Confidentiality;Section 12—Data Security;Data Breach Notification;Section 10—Proprietary Rights and Subscription Software License;Data;Feedback;Section 12 —Force Majeure;Delays Caused by Customer; Section 13—Disputes;and Section 15— General. 14.13. Entire Agreement.This Agreement,including all Addenda,constitutes the entire agreement of the Parties regarding the subject matter hereto,and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter.This Agreement may be executed in multiple counterparts and will have the same legal force and effect as if the Parties had executed it as a single document.The Parties may sign in writing or by electronic signature.An electronic signature,facsimile copy, or computer image of a signature will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order,acknowledgment,or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document. Page 18 of 18 Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 Pricingmindbase By Versaterm Proposal 1 North MacDonald, Suite 500 QUOTE# CA-022724 Mesa, AZ 85201 DATE : 02-27-2024 Phone: (888)270-6463 EXPIRES : 11-21-2025 TO: FROM: Jessica Durham Caleb Jenson Santa Ana Police Department Mindbase, LLC 60 Civic Center Plaza 1 N MacDonald, Suite 500 Santa Ana, CA 92701 Mesa, AZ 85201 Phone: (714)245-8468 Phone: (435)512-3586 COMMENTS OR SPECIAL INSTRUCTIONS: Mindbase will provide the Santa Ana Police Department(customer), the Mindbase Wellness and Peer Support platform consisting of 1)Agency Mobile Application (iOS &Android)with a Family Wellness/Support App added at no cost 2) Integrated CAD/RMS Wellness dashboard for analytics and reporting 3) One onboarding session for administration personnel 4) On-going account management and support equal to the duration of the relationship and/or termination of services by the customer. TERM DESCRIPTION UNIT TOTAL PRICE_ 1 Year Mindbase Peer Support Platform for Public Safety—(site license) $16,631 $16,631 1 Year Mindbase Wellness App for Public Safety—(site license)_ $11,088 $_11,088 1 Year __�.Family + Retiree Wellness/Support App (site license) Inch Incl 1 Year CAD/RMS Integration -(Site license-annual subscription) NOTE: While Incl Incl typically not the case, there may be an additional interface cost from the CAD/RMS vendor. i Implementation Services $1,000 $1,000 _ 1 Year On-going support Incl Incl Discount __4___($1,000) — ($1,000) SUBTOTAL $27,719 SALES TAX TBD YEAR 1 INVOICE $27,719 This Subscription Agreement(the"Agreement') is entered into by and between Mindbase LLC (Mindbase)and the Agency identified on this agreement. Terms and Conditions of this agreement are listed in Exhibit A. Following expiration of the Initial Term, Customer has the option to renew for successive periods of one (1)year. Mindbase may change the Fee for any Renewal Term upon written notice to Customer at least ninety (90)days prior to the next scheduled renewal date. Payment for services is Net 45. Santa Ana Police Department Mindbase DocuSigned by: Signature: See attached signature page Signature: ate, s"ayf,, Name: Name: Adam Schwartz Title: Title: SVP, Partner Success Date: Date: Nov 11, 2025 11140 AM PST Billing Contact Email: