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N-2020-104 CT 1" MILLER MENDEL, INC. LU LU J � � Z t—I a- �p MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT t— Z ZI LL U This Master Software License and Services Agreement (this "Agreement") is made and entered into on Z¢ the last date signed below ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an g Cr �Iddress at 1425 Broadway, #430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana, by and through the °C Y WI Aanta Ana Police Department, with an address at 60 Civic Center Plaza, Santa Ana, CA 92701 ("Client"). MMI zO v and Client may each be referred to individually as a "Party" or collectively as the "Parties." BACKGROUND c A. MMI is a technology company with a principal market in offering software -as -a -service solutions to governmental and private entities; cD B. Client desires to license and use MMrs software system known as the "eSOPH" or "electronic CD Statement Of Personal History." The eSOPH System (defined below) is a web -based software system designed and developed to assist with pre -employment background investigations. The eSOPH System allows Client to manage pre -employment background investigations of persons who apply for employment with Client. C. MMI is willing to allow Client and its Applicants to use the eSOPH System in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, each intending to be legally bound hereby, do promise and agree as follows: AGREEMENT 1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this Agreement will have the meanings described within the text of this Agreement. As used herein, the following terms have the following defined meanings: 1.1 "Applicant' means a registered end -user that accesses the eSOPH System at the request of a Client to input or upload data or documents for the purpose of Client's management of one or more pre -employment background investigations. 1.3 "Applicant Data" means any data transmitted by Applicant to the eSOPH System. 1.4 "Authorized User" means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client. For Clients within California and participating in the California Commission on Police Officer Standards and Training ("POST"), "Authorized User(s)" also includes Authorized Users from POST. 1.5 "Available" means that the eSOPH System is: (a) available and accessible for use via the web -based interface provided by MMI, provided that Client has an operational Internet connection and all compatible hardware and software, including web browsers, required to access and use the eSOPH System; and (b) functioning in substantial compliance with the Master Agreement and the Documentation. 1.6 "Availability" shall have the meaning described in Section 2.14 (Availability Standards). 1.7 "Client' means the entity stated in the first paragraph at the top of this page, licensed to use the eSOPH System in accordance with the terms and conditions of this Agreement. 1.8 "Client Data" means all data and other information uploaded or transmitted to or keyed into the eSOPH System by Client or an Applicant. 1.9 "Client Specific Terms" means the terms and conditions specific to Client included in a Quote. 1.10 "Defecf'means a failure of eSOPH System to substantially conform to the functional specifications set forth in the Master Agreement or the Documentation. 1.11 [Deleted]. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 1 OF 21 Version: June 1, 2019—Santa Ana Specific (See Addendum)