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INSURANCE ON FILE
<br />WORK MAY PROCEED
<br />UNTIL INSURANCE EXPIRES
<br />G11A)S
<br />CITY CLERK
<br />DATE: JUL 18 2023
<br />N-2023-178
<br />ajeet
<br />Kajeet Services Agreement
<br />This document contains certain terms of agreement between Kajeet Inc. a corporation organized under the laws of Delaware, with offices located at 7901
<br />Branch Drive, #350, McLean, VA 22012 ("Kajeet") and CITY-SANTA ANA (Library), organized under the laws of CA, (the "Customer'), with offices located at 26
<br />CIVIC CENTER PLZ, Santa Ana, CA. Kajeet and Customer (the "Parties") desire to enter into a legally binding contract (the "Agreement") consisting of the
<br />provisions set forth below. Each of the Parties represents that It is in good standing, and it has the power to enter and perform this Agreement. Customer
<br />hereby designates Kajeet as a "school official" with "legitimate educational interests' in the. Customers educational records, as those terms have been
<br />defined under FERPA and its Implementing regulations. Kajeet agrees to abide by FERPA limitations and requirements imposed upon school officials.
<br />Program: SmartBus Data Plan: SmartBus Unlimited
<br />Start Date: 7 1 2023 Term: 12.0 mos
<br />Term The initial term of this Agreement commences on the selected date(s) and expires after the selected term length of service and it shall automatically
<br />renew on a month to month basis of service contingent upon receipt of a purchase order, unless terminated, extended, or altered, by either of the Parties.
<br />Termination by Customer If for any reason Customer is dissatisfied with the level of service, Customer may terminate this agreement and if after notifying
<br />Kajeet, Kajeet fails to bring the level of service up to Customer's expectations within 30 days of such notification.
<br />Termination by Kajeet Kajeet may terminate this Agreement after the initial term if Customer has no active service with Kajeet for a period of 180 days
<br />and, if after notifying Customer, Customer does not activate any devices within 30 days of such notification.
<br />Effects of Termination In the event of termination, Kajeet will remove Customer's account and remaining balances from Kajeet's systems and Customer will
<br />return any Kajeet-Owned equipment to Kajeet within 30 days of termination. Purchased devices and services are nonrefundable.
<br />Term Extension or Alteration by Customer Customer may extend or alter the term of the contract afterthe initial term by submitting a purchase order
<br />with term extension or alteration details, or authorizing a new services agreement.
<br />Purchase Orders Customer may submit one (1) or more purchase orders at any time to request purchase of Kajeet devices and/or services. Such purchase
<br />orders) will be considered binding upon Customer when submitted and binding upon Kajeet when accepted. Kajeet will indicate acceptance of such
<br />purchase order(s) by written notice and/or by Invoicing customer against such purchase order(s).
<br />Payment Terms Payments by Customer under this Agreement will be due when stated in each fully accepted purchase order or, if the purchase order does
<br />not state when particular payments are due, those payments will be due within thirty (30) days of Kajeet invoice.
<br />Late Payments If Customer fails to make any payment when due, Kajeet will have the right, without prejudice to any other remedies it may have, to charge
<br />an additional fee equal to one -and -one-half percent (1.5%) of the overdue amount for each full or partial month that the amount remains unpaid.
<br />Kajeet Unlimited Plans The Student Unlimited, Home Unlimited, and SmartBus Unlimited Plans are intended for educational use only and Customer agrees
<br />to adhere to Kajeet standard CIPA-compliant and education content filters, and time -of -day access settings. The Student Unlimited Plan may be used by no
<br />more than one user at any given time. The Home Unlimited Plan may only be used by students in the same household. The SmartBus Unlimited Plan is only
<br />intended to provide Wi-F for bus riders. In the event Kajeet detects bandwidth consumption inconsistent with plan terms, Kajeet may temporarily reduce or
<br />restrict services during review. Video may stream at 480p. YouTube® access is blocked by default. Customers on Kajeet Unlimited Plans may request open
<br />access to YouTube at no additional charge. If the Customer selects to have open access to YouTube services, Customer indemnifies and holds Kajeet harmless
<br />from any inappropriate content viewed by the end -user on YouTube.
<br />Device Warranties and Non -Return Policy Kajeet warrants that devices sold to Customer will be free from defects in materials and workmanship for a
<br />period of one (1) year after shipment by Kajeet. At its option, Kajeet will either repair or replace any device failing to meet this warranty if Customer notifies
<br />Kajeet of the defect before the warranty period expires. Customer acknowledges that replacements may be new or refurbished. Customer agrees to obtain
<br />return authorization from Kajeet prior to returning a device and to bear the cost of shipping the device to Kajeet and to bear the risk of loss during transit.
<br />Customer agrees that Kajeet will have no warranty obligations due to defects resulting from (i) ordinary wear and tear; (ii) modifications or repairs made by
<br />anyone other than Kajeet or its authorized service technicians; and/or (iii) accident or abuse. All sales of Customer purchased devices are final and cannot be
<br />returned for a refund. Chromebook, laptop, or tablet warranty and service issues are honored and handled via the manufacturer and not directly by Kajeet.
<br />Applicable Law The Parties intend that the laws of the State of Customer should be used to Interpret and enforce this Agreement.
<br />Indemn Each Party (" Indemnifying Party') agrees to defend, indemnify, and hold harmless the other Party from and against any and all third -party claims,
<br />demands, suits, legal proceedings, and causes of action that arise out of or relate to any breach by the Indemnifying Party of any of its representations and
<br />warranties as stated In this Agreement (collectively, " Indemnifiable Claims'), including but not limited to all damages, costs, expenses, reasonable attorneys'
<br />fees, judgments, and settlements resulting from such Indemnifiable Claims; provided, however, that no Indemnifiable Claim may be settled without the
<br />express written consent of the Indemnifying Party. The Party seeking indemnification must provide prompt written notice to the Indemnifying Party of any
<br />Indemnifiable Claim for which indemnification will be sought. The Indemnifying Party may elect to control the defense and settlement of any Indemnifiable
<br />Claims with counsel of its choosing. The Party seeking indemnification will cooperate with the Indemnifying Party's defense against the Indemnifiable Claims.
<br />If any Indemnifiable Claim is covered In part but not entirely by a Party's Indemnification obligation hereunder, the Indemnifying Party will only be
<br />responsible for the costs to the extent attributable for the covered portion.
<br />Instance Requirements Kajeet shall procure and maintain for the duration of the Agreement, insurance requirements as detailed in Attachment C, attached
<br />hereto and incorporated by reference to this Agreement.
<br />Kajeet, Inc. Service Agreement v.2019.01.29
<br />7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 w Aaieet.com education@kajeet.com
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