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INSURANCE NOT ON FILE
<br />WORK MAY NOT PROCEED
<br />CLERK OF COUNCIL
<br />DATE:
<br />N-2023-006
<br />8� 1
<br />61fw 3nPARTICIPATION SERVICES AGREEMENT
<br />(Pag) LAv) This PARTICIPATION SERVICES AGREEMENT ("Agreement") is entered into as of Llanuary 1, 2023] ("Effective
<br />Date") by and between Bendable Labs, Inc. a Ldesign and research consultancy_j with its place of business at 328 North
<br />r) Mansfield Ave, Las Angeles, CA 90036, and the City of Santa Ana ("Participant"), a charter city and municipal corporation
<br /><14 organized and existing under the Constitution and laws of the State of California with its place of business at 20 Civic Center
<br />cv Plaza, Santa Ana, CA 92702 (each a "party" and together, the "parties").
<br />�— RECITALS
<br />c� A. BENDABLE LABS, INC. operates a product named "Bendable" promoting "lifelong learning". Bendable is deployed by
<br />a library to end users in its community. Bendable can include virtual and physical elements, including a digital lifelong
<br />learning SaaS platform and physical assets that can be used in library branches or other in -person learning centers to
<br />promote use of Bendable.
<br />B. Participant desires to deploy Bendable in its library service area. Participant desires to receive from BENDABLE LABS,
<br />INC. certain consulting services, professional services, the Bendable platform and/or other deliverables in furtherance of
<br />deploying Bendable in its community.
<br />In consideration of the above, the mutual covenants and agreements set forth below, and other good and valuable consideration,
<br />the receipt and sufficiency of which are hereby acknowledged, BENDABLE LABS, INC. and Participant agree as follows:
<br />1. Definitions
<br />1.1 "Acceptable Use Policy" means BENDABLE LABS, INC.'s policy of acceptable and unacceptable uses of the
<br />Services, as updated from time to time.
<br />1.2 "Administrative Users" means Participant and/or Participant's employees, subcontractors and/or agents who are
<br />authorized by Participant to access and use the Subscription Services for administrative purposes, and who have been
<br />supplied access credentials for such purpose.
<br />1.3 "Affiliate" means any person or entity that Controls, is Controlled by, or is under common Control with a party.
<br />"Control" (including its correlative form "Controlled") means the power to direct the management and policies of
<br />an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
<br />1.4 "Agreement" means this Agreement, including any exhibits, schedules, amendments and other related documents
<br />incorporated by reference herein, Acceptable Use Policy, and any and all Ordering Documents hereto.
<br />1.5 `Bendable" means the product operated by BENDABLE LABS, INC. to promote lifelong learning.
<br />1.6 "Bendable Platform" means the Bendable digital lifelong learning SaaS platform, including software, hardware,
<br />APIs, databases and network, and any enhancements, improvements, bug fixes, updates, upgrades, modifications to
<br />and derivative works of any part thereof.
<br />1.7 "Bendable Property" means: (i) the Bendable Platform; (ii) End User Data; (iii) BENDABLE LABS, INC. and/or
<br />Bendable trademarks, service marks, trade names, designs, logos and slogans, and all goodwill associated therewith,
<br />whether or not registered; (iv) Documentation; (v) Deliverables; (vi) copy, graphics, images, videos, documents,
<br />content and/or other works of authorship, whether or not protected by copyright, associated with Bendable; (vii)
<br />Bendable BENDABLE LABS, INC. Confidential Information; and (viii) any and all Intellectual Property Rights
<br />relating to (i)-(vii).
<br />1.8 "Deliverables" means the results and proceeds of Professional Services expressly set forth in an Ordering Document.
<br />Deliverables may include reports, documents, templates, posters and other Bendable -related assets.
<br />1.9 "Documentation" means the user guides, training materials, white papers and/or other documentation associated with
<br />Bendable provided or made available by BENDABLE LABS, INC. in connection with this Agreement, as may be
<br />updated from time to time by BENDABLE LABS, INC.
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<br />0001 Bendable Labs, Inc. Confidential
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