Item 24 - Approve Agreement for Learning Management System

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any such individual or group of individuals bring any suit against MERIDIAN for violation of any applicable law. B. Limited Warranty/ Acceptance a. MERIDIAN warrants that itwill perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. MERIDIAN does not warrant that Client's use of the Services will be uninterrupted or error free. The limited warranties set forth in this Agreement do not apply to any deviation by the Software from the specifications set forth in the applicable Schedule that is caused by, or results from, (i) improper usage of Software APIs (Application Programming Interfaces) or the introduction/import of corrupt data into the Software by anyone other than MERIDIAN; (ii) use of the Services for any purpose other than that authorized in this Agreement; (iii) use of the Services in combination with other software, data or products that are defective or incompatible with, or are not authorized by MERIDIAN for use with, the Services; (iv) any malfunction of CLIENT's software, hardware, computers or computer -related equipment; (v) CLIENT'S failure to use any Updates made available by MERIDIAN; or (vi) an event of Force Majeure (defined below). b. Meridian does not and cannot control the flow of data to or from the software and other portions of the internet. such flow depends in large part on the performance of internet services provided or controlled by third parties. at times, actions or inactions of such third parties can impair or disrupt customer's connections to the internet (or portions thereof). although meridian will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, meridian cannot guarantee that such events will not occur. accordingly, meridian disclaims any and all liability resulting from or related to such events. the foregoing warranties are made in lieu of all other warranties, express and implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, and any warranties arising out of course of dealing or course of performance. except as expressly provided herein, there is no warranty against interference with client's enjoyment of the software or against infringement, the services are provided "as is," and meridian disclaims any warranty as to the quality, operation of, access to or use of all or any part of the software and any warranty that (1) the services will operate uninterrupted or error -free, (ii) the results arising out of the use of the services will be accurate, complete or error -free, or (iii) the services will meet the needs of client or its clients, agents or suppliers. c. Acceptance of the Software will be upon the CLIENT's receipt of the URL from MERIDIAN, where CLIENT will be provided access to the Software. 9. Other CLIENT Obligations a. The CLIENT shall provide MERIDIAN with: i. all necessary cooperation in relation to this Agreement;