Item 24 - Approve Agreement for Learning Management System

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iii. MERIDIAN will monitor the actual number of Authorized Users to ensure compliance with Item (2)(a)(b) above during the annual subscription term. c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any and all malicious code, or any material during the course of its use of the Services that as outlined below. In the event any of the identified items occur, CLIENT will remove and promptly notify MERIDIAN immediately if there is potential harm to the software. i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; ii. facilitates illegal activity; iii. depicts sexually explicit images; iv. promotes unlawful violence; V. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; vi. causes damage or injury to any person or property; or vii. infringes on third party intellectual property, copyright or trademark rights. MERIDIAN reserves the right, without liability to the CLIENT, to disable the CLIENT's access to any material that breaches the provisions of this clause. d. It is the CLIENT best interest to test content in the staging site prior to loading it in production to ensure the content plays as expected and records any relevant data. e. Software Support Troubleshooting of third -party or client -developed content, as it relates to successfully launching and tracking in the Software. i. Software Support Troubleshooting of third -party or client -developer content, as it relates to successfully launching and tracking in the Software. ii. Meridian's responsibilities include: reviewing the course to determine what status/calls the course is passing to the LMS and ensuring that the LMS has properly taken action on those status/calls. For example: the course is responsible for passing a completion to the LMS after a user has successfully completed the course. Meridian will review the course to determine if the course did pass a completion status and also confirm if Meridian then appropriately marked the user as Complete. iii. Customer's responsibility include: providing a user impacted by any reported courseware issue that Meridian can use to facilitate testing, providing any answer keys if the course/content contains a test/exam/etc., and providing the courseware files to facilitate Meridian troubleshooting as well as providing the name of the tool used to create the content if applicable. f. The CLIENT shall not except to the extent expressly permitted under this Agreement: i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute, in whole or in part, any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;