25F - AGMT FOR PD BACKGROUND SOFTWARE

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MILLMMaNDM INC. Agreement, and Client assumes and accepts all responsibility and all liability for each of Client's Authorized Users, and any user whom the Client, or Client's Authorized Users, grants eSOPH System access, including all their acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use. 2.3 Set -Up and Use of the eSOPH System. 2.3.1 Upon execution of this Agreement by both parties and MMI's receipt of a purchase order issued by Client, MMI will work with Client to establish Client's account on the eSOPH System and provide in- person setup and training for Client's access and use of the eSOPH System. Client specific set-up Services may be described in the Client Specific Terms attached hereto as Exhibit A, 2.3.2 For each Applicant, an Authorized User (with appropriate permission levels sot in the eSOPH System), must create an entry method into the eSOPH System for the Applicant. One method is by entering the Applicant's legal name and other identifying information into the eSOPH System. This is considered an "Entry." An Authorized User, may then grant access to the eSOPH System to the Applicant, who may use it to submit information to assist Client in executing its background investigation of such Applicant. The second entry method is for an Authorized User, to create an access code within the eSOPH System. The access code, if given out to Applicants, will allow those Applicants with the access code to access the system with no further data entry by any Authorized User. The Applicant(s) then has/have access to the eSOPH System to submit information to assist Client in executing its background investigation of such Applicant(s). Each Applicant who accesses the system via the access code option will also be considered an "Entry". Any Authorized Users may access and use the eSOPH System for the propose of adding information, and accessing and reviewing information submitted by Applicant(s). Any Authorized User, including Applicants, must be capable of entering into legally binding agreements. 2.3.3 If Client desires to have Users under the age of 18 access and use the eSOPH System, Client will have qualified legal counsel draft a release agreement to be executed by the minor's legal guardian(s), prior to the minor's access to the eSOPH System. The release must include a language legally sufficient to hold MMI harmless and release MMI of all liability. Client agrees it is solely responsible, and will retain all executed release agreements, and will provide MMI a fully legible copy of the requested release agreement(s), if so requested by MMI, within five calendar days of MMI's request. Client is solely responsible for researching and complying with all laws regarding a minor's access to and use of the eSOPH System, Client agrees to defend, indemnify and hold MMI harmless from all claims and damages relating to a minor's use of the eSOPH system. 2.4 Restrictions on Use. 2.4.1 Except as expressly permitted below, Client (including its Authorized Users) is strictly forbidden from entering at any time fictitious data (e.g., names, social security numbers, addresses, phone numbers or other data) into the eSOPH System for "testing," "training," or any other purpose. MMI reserves the right to invoice Client at MMI's hourly rate stated in Exhibit A, for the removal of any fictitious data entered by any Authorized User. MMT will provide to Client a "false" applicant name and the other information necessary to conduct training and testing with its Authorized Users, at Client's request. MMI will remove the "false" applicant from the eSOPH System, after requested by Client, at completion of Client's testing or training. 2A.2 Client may use the eSOPH System only to aid in pre-employment background investigations for those Applicants who have applied for employment or a volunteer position within the Client's specific government agency (e.g,, state government, township, county, city, and village). Client may not use the eSOPPI System on behalf of other government agencies or entities. MMI reserves the right to invoice Client all fees equivalent to if the other entity were a direct Client of MMI. Client agrees to pay the fees in accordance with Section 3 of this MSLA. 2.5 Acknowledgment of Ownership and Limited License Rights. MASTER 80F'rwAR4 LICENSE & SERVICES AGREEM'ENT PAGE 3 ov 20 Version: April 12, 2017 25F-5