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INSURANCE NOT ON "' F A-2022-073 <br />WORK MAY NOT PROGEEU <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 takes effect. <br />I. Initial Subscription Term: The initial term of this Agreement. <br />