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, American Training Services
<br />�Red Cross Licensed Training Provider Agreement
<br />9.4 Governing Law. The Agreement is governed by the laws of the State of California. Both Parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may be
<br />brought or arise out of, in connection with or by reason of this Agreement.
<br />9.5 Inapplicability of Procurement Terms. This Agreement is not a contract for the purchase, sale, or use of
<br />personal property or for the rendering of personal or professional services by Red Cross. It is only a
<br />limited license in Red Cross IP. It is, therefore, not subject to policies, regulations, terms, conditions, or
<br />other requirements of LTP or any third party (including, but not limited to, the Federal Acquisition
<br />Regulation and any agency supplement thereto, and the U.S. Office of Management and Budget's
<br />Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards) that
<br />relate only to suppliers and vendors of goods or services. Under this Agreement, Red Cross will not carry
<br />out part of any Federal award received by LTP. Neither Red Cross, the host of its LMS, nor any other
<br />vendor to Red Cross in connection with this Agreement, will act as, nor may any of them be deemed, (i)
<br />a first -tier or lower -tier subcontractor or sub -grantee to LTP under any prime contract or grant, or (ii) a
<br />first -tier or lower -tier sub -processor of personal or other data for LTP or any third party.
<br />9.6 Data Processing. Red Cross operates the LMS as a nationwide system of course certification. It does not
<br />operate the LMS as a service to, or as an agent or for the benefit of, LTP. Insofar as Red Cross collects,
<br />processes, transmits, stores, or otherwise manages data, including personal data, contained in Course
<br />Records, it will not be doing so for, or on behalf of, or as a service to, LTP. Red Cross retains all rights in
<br />and to the LMS and any Course Records uploaded by LTP into the LMS.
<br />9.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and
<br />supersedes all prior agreements, understandings and representations, both written and oral, between
<br />the Parties with respect to the subject matter of this Agreement.
<br />9.8 Amendments and Waivers. Amendments, addenda and waivers to this Agreement will be effective only
<br />if made, in each case, by a non -preprinted document clearly understood by both Parties to be an
<br />amendment, addendum or waiver, as the case may be, and signed by both parties. Any additional or
<br />different terms or conditions contained in any purchase order, confirmation, receipt, invoice, click -
<br />through agreement, or similar documents will not be binding on either Party, whether or not such terms
<br />and conditions would materially alter this Agreement (and even if the receiving Party has signed or
<br />otherwise acknowledged such purchase order, confirmation, receipt, invoice, click -through agreement
<br />or similar document), and each Party hereby rejects all such additional or different terms and
<br />conditions.
<br />(signature page follows)
<br />Red Cross Licensed Training Provider Agreement— r.08.04.2022; m.110722rk Page 5
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