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INc. <br />MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT <br />This Master Software License and Services Agreement (this "Agreement") is made and entered into on <br />June 21, 2017 ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an address at <br />1425 Broadway, #430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana, by and through the Santa Ana <br />Police Department, with an address at 60 Civic Center Plaza, Santa Ana, CA 92701 ("CIrentf). MMI and Client <br />may each be referred to individually as a "Party" or collectively as the "Parties," <br />BACRGROUND <br />A. MMT is a technology company with a principal market in offering software -as -a -service solutions <br />to governmental and private entities; <br />B. Client desires to license and use MMPs software system ]mown as the "eSOPH" or "electronic <br />Statement Of Personal History." The eSOPH System (defined below) is a web -based software system designed <br />and developed to assist with pre-employment background investigations. The eSOPH System allows Client to <br />manage pre-employment background investigations of persons who apply for employment with Client. <br />C. MMI is willing to allow Client and its Applicants to use the eSOPH System in accordance with <br />the terms and conditions of this Agreement. <br />NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the <br />Parties, each intending to be legally bound hereby, do promise and agree as follows: <br />AGRERbIENT <br />1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used, in this Agreement <br />will have the meanings described within the text of this Agreement. As used herein, the following terms have the <br />following defined meanings: <br />1.1 10Applicant° means a registered end-user that accesses the cSOPH System at the request of a <br />Client to input or upload data or documents for the purpose of Client's management of one or more pre- <br />employment baolcground investigations. <br />1.3 "Applicant Data" means any data transmitted by Applicant to the eSOPH System. <br />1.4 "Authorized User" means any user, excluding Applicant(s), who accesses the eSOPH System on <br />behalf of Client and meets the criteria set forth in Section 2.2. <br />1.5 "Client' means the entity stated in the first paragraph at the top of this page, licensed to use the <br />eSOPH System in accordance with the terms and conditions of this Agreement. <br />1.6 "Client Data" means all data and other information uploaded or transmitted to or keyed into the <br />eSOPH System by Client or an Applicant. <br />1.7 "Client Specific Terins" means the teens and conditions specific to Client attached hereto as <br />Exhibit A. <br />1.8 "Entry" has the meaning ascribed to it in Section 2.3.2. <br />1.9 "eSOPHSysteni" means MMI's "electronic Statement Of Personal History" web -based software <br />system designed and developed to assist with pre-employment background investigations, and all related <br />Software. The eSOP14 System allows MMI's clients to manage pre-employment background investigations of <br />persons who apply for employment and volunteer positions with Client. <br />MASTER SOFTWARE LICCNSE & SERvicEs AGREEiYFENT <br />Version: April 12, 2017 <br />25F-3 <br />PAGE, 1 Or 20 <br />