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PLURALSIGHT
<br /> are
<br /> MASTER SERVICES AGREEMENT
<br /> This Master Services Agreement ("MSA") is entered into as of the last date of signature below (the "Effective Date") by
<br /> and between Pluralsight, LLC, a Nevada limited liability company, whose principal address is 182 N. Union Avenue,
<br /> Farmington, Utah 84025 ("Pluralsight"), and City of Everett located at 2930 Wetmore Ave, Everett, WA 98201,
<br /> ("Customer").
<br /> 1. Definitions
<br /> "Agreement" means this Master Services Agreement,together with any exhibits and addendums attached hereto
<br /> and all applicable Sales Orders.
<br /> "Affiliate"means any entity which directly or indirectly controls, is controlled by,or is under common control with
<br /> the Customer. "Control," for purposes of this definition, means direct or indirect ownership or control of more
<br /> than 50%of the voting interests of the Customer.
<br /> "Aggregated Statistical Information" means the aggregated and anonymized statistical data derived from the
<br /> operation of the Platform, including,without limitation,the number and types of courses viewed or skills assessed,
<br /> reports processed in the Platform, and the performance results for the Platform.
<br /> "Authorized Downloadable Materials" means; (i)that downloadable content that may be provided in connection
<br /> with a Plan for certain training courses, including exercise files, course slides, and sample code, (ii) files that are
<br /> automatically cached by Customer's web browser for display purposes, and (iii) if Pluralsight provides desktop,
<br /> mobile, or other applications for download in connection with the Platform, a single copy of such application for a
<br /> User's computer or mobile device solely for use in connection with the terms of this Agreement.
<br /> "Confidential Information"means all information which is disclosed to or obtained by one Party(whether directly
<br /> or indirectly) from the other (whether before or after the signing of this Agreement), including the Proprietary
<br /> Materials and all information relating to that other's business, operations, systems, processes, products, trade
<br /> secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers,
<br /> partners or suppliers (together with copies made of any of the above) whether or not such information is marked
<br /> as being confidential, but excluding information which: (i) is available to the public other than because of any
<br /> breach of this Agreement; (ii) is,when it is supplied,already known to whomever it is disclosed to in circumstances
<br /> in which they are not prevented from disclosing it to others; (iii) is independently obtained by whomever it is
<br /> disclosed to in circumstances in which they are not prevented from disclosing it to others; or (iv) is developed
<br /> independently of and without reference to any Confidential Information provided. Pluralsight recognizes that
<br /> Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain
<br /> information be released, despite being characterized as "confidential" by Pluralsight. Notwithstanding the
<br /> foregoing,in no event does Confidential Information include any record subject to disclosure under the Washington
<br /> Public Records Act, Chapter 42.56 RCW, including without limitation disclosable records such as this MSA, work
<br /> orders, service orders and similar documents stating work to be done for the City and pricing.
<br /> "Customer" means the customer named above and its Affiliates and their Users.
<br /> "Customer Data" means all content and information uploaded, posted submitted published or transmitted by
<br /> Customer in connection with use of the Platform.
<br /> "Documentation" means Pluralsight's online help center as updated from time to time, accessible via
<br /> https://help.pluralsight.com/help or such successor site.
<br /> "Feedback" means suggestions, enhancement requests, recommendations or other feedback provided by
<br /> Customer or its Users relating to the operation or functionality of the services provided by Pluralsight hereunder.
<br /> Pluralsight Gov MSA V.1 Page 1 of 8
<br /> (last modified 11 February 2020)
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