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MILLER MENDEL, INC. 1.12 "Documentation" means any training materials, product descriptions, technical descriptions, flow charts, or other written or other tangible documentation provided or made available to Client by MMI that describes or depicts the functionality of the eSOPH System. 1.13 "Entry"has the meaning ascribed to it in Section 2.3.2. 1.14 "eSOPH System " means MMI's "electronic Statement Of Personal History" web -based software system designed and developed to assist with pre -employment background investigations, and all related Software. The eSOPH System allows MMI's clients to manage pre -employment background investigations of persons who apply for employment and volunteer positions with Client. 1.15 "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or under statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, "moral rights," mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect. 1.16 "Subscription Tenn" shall have the meaning given in Section 4.1 (Term). 1.17 "Subscription Year" shall mean the twelve (12) month period following the Effective Date and the twelve (12) month period following each anniversary of the Effective Date. 1.18 "Administrative User" means an Authorized User of Client's choosing listed on the Exhibit A who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and use the eSOPH System and either (a) has completed an initial training session provided by MMI on or around the Setup Date or (b) is a successor designated by Client and qualifies in accordance with Section 2.6 (Administrative Users). 1.19 "Quote" means the written quotation delivered by MMI to Client for Subscription Fees, Setup Fees and Support Services and other costs and fees agreed by the Parties, applicable during the Subscription Term. Each Quote agreed to by the Parties is hereby incorporated into this Agreement, and the terms of the current Quote are hereby made material terms of this Agreement which shall supersede any conflicting prior terms. 1.20 "Renewal Term" shall have the meaning given in Section 4.2 (Renewal). "Subscription Term" may be used interchangeably with "Renewal Term", and the terms shall be interpreted to have the same effect and application, unless expressly stated otherwise. 1.21 "Security Incident' means an unauthorized third party gaining access to Client Data in MMI's storage, possession, or care if it was accessed in unencrypted readable form and either (a) it creates a substantial risk of harm to Client or any individual(s) or (b) applicable law requires notification to individuals' whose personal information was accessed. 1.22 "Services" means, collectively, the provision of the eSOPH System in accordance with the Section 2.9 (Support Services), related professional services, and any other services to be provided by MMI to Client pursuant to this Agreement. 1.23 "Service Credit' means a credit or refund issued pursuant to Section 2.14.2 (Uptime Guarantee; Remedies for Excessive Downtime) for failure to meet the Availability standards set forth in Section 2.14 (Availability Standards). 1.24 "Setup Date" means the day of activation and setup of Client's access to the eSOPH System, which will occur on the first day of training unless otherwise specified and agreed to in writing by the Parties. 1.25 "Software" means the eSOPH System, related proprietary software owned by MMI, and any third - party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT ("MSSSA") PAGE 2 OF 24 Version: May 30, 2023