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<br />1 <br /> <br />TRUSTLAYER, INC. <br />MASTER SERVICES AGREEMENT <br /> This Master Services Agreement (this “Agreement”) is by and between TrustLayer, Inc. <br />(the “Company”) and the City of Everett, a Washington municipal corporation (the “Client”). The <br />Company and Client may be referred to in this Agreement individually as a “Party” and together <br />as the “Parties.” <br />WHEREAS, the Company has developed a certain proprietary software-as-a-service <br />(SaaS) product known as “TrustLayer” (collectively with all intellectual property rights therein, as <br />the same may be supplemented, modified, updated or enhanced from time to time, the “Software <br />Platform”); <br />WHEREAS, the Client may subscribe to and use the Software Platform and the TrustLayer <br />Digital Proof of Insurance Network (“TL Pulse”) with the managed services as indicated in an <br />appliable Statement of Work (defined below), subject to all of the terms and conditions hereof; <br />WHEREAS, the Company offers certain managed services (the “managed services” and, <br />together with the Software Platform, the “Services”); <br /> <br />NOW, THEREFORE, the parties hereto agree as follows: <br />1. SOFTWARE; SERVICE ACKNOWLEDGEMENTS AND AGREEMENTS. <br /> <br />1.1. Software Activation and Use; License. The Company shall provide to Client <br />access to the Services described in one (1) or more statements of work (each a “Statement of <br />Work”). Each Statement of Work, including the Statement of Work attached hereto as Exhibit A, <br />is incorporated herein by reference. Client and any third-party users (“Client Users”), approved in <br />a SOW, shall access the Software Platform by means of a client account accessed via a unique <br />client log-in and password for each Client User (such account, the “Client Account”). <br /> <br />1.2. Updates. The Company reserves the right in its sole discretion, but shall <br />not be obligated, to revise, update, upgrade, edit or delete any appearance or functions of, or any <br />documents, information or other content appearing on or part of, the Software Platform. The <br />Company shall provide Client with reasonable release notice in connection with material updates <br />or changes to the Services. <br /> <br />1.3. New Services. The Company may develop and market new or different <br />products or services, which use part or all of the Services, and which perform all or a part of the <br />functions performed by the Services. Nothing contained in this Agreement shall give the Client <br />any rights with respect to any such new or different products or services unless specified in a <br />Statement of Work. <br /> <br />1.4. Security. <br /> <br />1.4.1. Company agrees that it has established or shall establish and <br />perform security procedures with respect to Client Data provided to Company by Client, including