Item 24 - Approve Agreement for Learning Management System

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g. internal Business Operations: The internal business processes of an organization. Business operations include the day-to-day activities of the business. Such operations facilitate the achievement of a business' prime function. h, Standard Business Hours: Monday through Friday 8:00am — 8:00pm Eastern Time (ET), excluding MERIDIAN holidays. i. Services: The access to the software services (Software Services, Implementation Services, collectively, and any Support provided for such Services) provided by MERIDIAN to CLIENT under this Agreement. j. Software: The application provided as a part of the Services Subscription. k. Subscription Fees: The fees payable to MERIDIAN by the CLIENT for the User Subscriptions. I. Subscription Term: The term of the Subscription. m. Support: Functional and technical support services as set forth herein. n. Support Policy: MERIDIAN'S policy for providing support in relation to the Services as described herein o. Service Levels: The Service Level commitments as set forth herein. p. User Subscription: The subscriptions purchased to grant Authorized Users access to the Services as described herein. q. Product Extensions: Any modification to the base Meridian LMS application that is specific to the CLIENT's requirements and scope as defined in the Statement of Work and any associated Change Order. Product Extensions (also known as customizations) are prohibited in this agreement. r. Software Updates: Meridian governed enhancements and defect resolutions for the Meridian LMS software application in base product form. The release and application of any Software Update is at the sole discretion of Meridian. 2. Subscription a. Subject to the CLIENT purchasing the User Subscription, the restrictions set forth in this Section and other terms and conditions of this Agreement, MERIDIAN hereby grants to the CLIENT, a non-exclusive, non -transferable right to permit the Authorized Users of the CLIENT to (i) use such Services; and (ii) display such Services solely for the purpose of exercising CLIENT's rights and performing CLIENT's obligations hereunder. The foregoing subscription is subject to the restrictions below and the other terms and conditions of this Agreement. Services shall be used during the Subscription Terms solely for the CLIENT's Internal Business Operations. b. In relation to the Authorized Users, the CLIENT agrees that: i. the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions CLIENT has purchased; ii. CLIENT will not allow any User Subscription to be used by more than one individual Authorized User during an annual subscription term. A license can be reassigned in its entirety upon the next annual subscription term to another individual Authorized User, in which case the prior Authorized User shall be flagged inactive and no longer have any right to access or use the Services;