TargetSolutions Learning LLC 5/1/2018

TARGEIONTIONS CITY Client Agreement This Client Agreement (the "Agreement"), effected as of the date this Agreement is signed by all parties (the "Effective Date"), is by and between TargetSolutions Learning,LLC.("TSL"),a Delaware limited liability company,and the undersigned client("Client"),and governs the purchase and ongoing use of the services described in this Agreement(the"Services"). 1 1. Services. TSL shall provide the following 3.2. Payments. All fees due under this 5. Term. services: Agreement must be paid in United States The term of this Agreement shall 1.1. Access. TSL will provide Client a non- dollars. Such charges will be made in commence on the Effective Date, and will exclusive, non-transferable, revocable, limited advance, according to the frequency stated in remain in full force and effect for the term license to remotely access and use the Services Schedule A. TSL will invoice in advance, and indicated in Schedule A ("Term"). Upon hereunder and, unless prohibited by law, will such invoices are due net 30 days from the expiration of the Initial Term,this agreement provide access to any person designated by invoice date. All fees collected under this shall automatically renew for successive Agreement are fully earned when due and Client("Users"). nonrefundable when paid. one (1) year periods (each, a "Renewal Term"), unless notice is given by either 1.2. Availability. TSL shall use commercially 3.3. Suspension of Service for Overdue party of its intent to terminate the reasonable efforts to display its content and Payments. Any fees unpaid for more than ten Agreement, at least sixty(60)days prior to coursework for access and use by Client's Users (10)days past the due date shall bear interest the scheduled termination date. Upon twenty-four (24) hours a day, seven (7) days a at 1.5%per month. With fifteen(15)days prior expiration of the Initial or any Renewal week, subject to scheduled downtime for routine written notice, TSL shall have the right, in Term, access to the Services may remain maintenance, emergency maintenance, system addition to all other rights and remedies to active for thirty(30)days solely for purpose outages and other outages beyond TSL's which TSL may be entitled,to suspend Client's of Company's record keeping (the control. Users'access to the Services until all overdue "Expiration Period"). Any access to or 1.3. Help Desk. TSL will assist Users as needed payments are paid in full. usage of the Services following the on issues relating to usage via e-mail, and a toll Expiration Period shall be deemed Client's free Help Desk Monday through Thursday, 6:00 4. Intellectual Property Rights. 4.1. Client renewal of the Agreement under the same AM to 6:00 PM PST,Friday,6:00 AM to 4:00 PM acknowledges that TSL alone (and its terms and conditions. PST.24/7 afterhours support includes user login licensors, where applicable) shall own all rights, title and interest in and to TSL's 6. Mutual Warranties and Disclaimer. support (password reset, username recovery) and basic non-administrative site navigation software, website or technology, the course 6.1. Mutual Representations&Warranties. assistance (where do I locate my assignments, content,and the Services provided by TSL,as Each party represents and warrants that it well as any and all suggestions, ideas, how do I login, etc.). If additional follow up is enhancement requests, feedback, has full authority to enter into this required,the account manager will be notified for Agreement and to fully perform its recommendations or other information follow up. provided by Client, and this Agreement does obligations hereunder. 1.4 Support Requirements. TSL shall provide not convey to Client any rights of ownership to 6.2.Disclaimer. EXCEPT AS EXPRESSLY technical support and updates for the TSL the same. The TSL name and logo are PROVIDED HEREIN, NEITHER PARTY platform at no additional charge. TSL shall trademarks of TSL, and no right or license is MAKES ANY WARRANTIES OF ANY assign a dedicated Account Manager to serve as granted to Client to use them. KIND, WHETHER EXPRESS, IMPLIED, the City's primary contact for all questions or 4.2. Except as otherwise agreed in writing or STATUTORY OR OTHERWISE, issues related to the TSL platform. The account INCLUDING ANY WARRANTIES OF manager will provide comprehensive initial to the extent necessary for Client to use the MERCHANTABILITY OR FITNESS FOR A training and ongoing support for the City's TSL Services in accordance with this Agreement, PARTICULAR PURPOSE, TO THE administrators. Client shall not: (i)copy the course content in MAXIMUM EXTENT PERMITTED BY whole or in part;(ii)display, reproduce, create APPLICABLE LAW. 1.5 File Center. TSL shall provide unlimited derivative works from,transmit,sell,distribute, storage in the File Center to store departmental rent, lease, sublicense,transfer or in any way 7. Miscellaneous. resources, including policies, SOPs, Training exploit the course content in whole or in part; Videos and more, in a password-protected and (iii) embed the course content into other 7.1. Limitation on Liability. Except as it centralized online location. products; (iv) use any trademarks, service relates to claims related to Section 4 or marks, domain names, logos, or other Section 7.2 of this Agreement, (a) in no 2. Client's Obligations. event shall either party be liable to the other, identifiers of TSL or any of its third party 2.1. Compliance. Client shall be responsible for suppliers; or(v) reverse engineer, decompile, whether in contract,warranty,tort(including Users'compliance with this Agreement, and use disassemble, or access the source code of negligence) or otherwise, for special, commercially reasonable efforts to prevent any TSL software. incidental, indirect or consequential damages(including lost profits) arising out unauthorized access to or use of the Services. 4.3. If Client chooses to participate by of or in connection with this Agreement;and 2.2.Identify Users.Client shall(i)provide a listing uploading its information to the Community (b) the total liability of either party for any of its designated/enrolled Users; (ii)cause each Resource website, Client hereby authorizes and all damages, including, without of its Users to complete a profile; (iii) maintain TSL to share any intellectual property owned limitation,direct damages,shall not exceed user database by adding and removing Users as by Client ("User Generated Content") that its the amount of the total fees due to, or appropriate. Users upload to the Community Resources already paid to, TSL for the preceding section of TSL's website with TSL's 3"' party twelve(12)months. 2.3. Future Functionality. Client agrees that its customers and users that are unrelated to purchases hereunder are neither contingent on Client("Other TSL Customers");provided that 7.2. Indemnification. TSL shall indemnify the delivery of any future functionality or features TSL must provide notice to Client's users and hold Client harmless from any and all nor dependent on any public comments during the upload process that such User claims, damages, losses and expenses, regarding future functionality or features. Generated Content will be shared with such including but not limited to reasonable 3. Fees and Payments. Other TSL Customers. Further, the User will attorney fees,arising out of or resulting from be prompted and must affirmatively agree to any third party claim that the Services or 3.1. Fees. Client will pay for the Services in accept the Terms of Use each time before any component thereof infringes or violates accordance with the fee schedule in Schedule A content can be uploaded to the Community any intellectual property right of any person. attached to this Agreement. Resource website. Upon Client's written 7.3.Assignment. Neither party may assign request,TSL may disable this feature. or delegate its rights or obligations pursuant TSL Client Agreement with City of Everett 1 Rev P—Revised 04/10/2018 [SIGNATURE PAGE IMMEDIATELY FOLLOWS]