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TRALIANT AND CITY OF PLEASANTON- CONFIDENTIAL AND PROPRIETARY 1 SERVICES AGREEMENT This Services Agreement ("Agreement"), for access to Traliant's online training programs and training-administration tools, dated November 16, 2020 (the "Effective Date"), is entered into between Traliant, LLC., located at 1600 Rosecrans Ave., 4th Floor Media Ctr., Manhattan Beach, CA 90266 ("Traliant"), and City of Pleasanton, located at P.O. Box 520, Pleasanton, CA 94566 ("Customer") (each a "Party," and together the "Parties"). 1.License and Services (a)Access to Programs. Traliant will provide Customer with access to Traliant's proprietary Online course(s): Preventing Discrimination & Harassment, which includes Traliant's proprietary software and content ("Programs"). The Online Programs will be made accessible to Customer via Traliant's Internet website located at lms.traliant.com. Access to Programs will be provided via Traliant's third party hosting provider, Amazon Web Services (AWS). (b)License. Subject to the terms and conditions of this Agreement, Traliant hereby grants Customer a limited, non- exclusive, non-transferable right to perform, display, and use Programs solely for Customer's own internal employee training purposes. Each licensed employee in Traliant's training-management system will be allowed unlimited access to Programs within the Term of this Agreement (as defined below). Customer may not exceed the number of licensed employees described in Section 2(a). (c)Support. Traliant will provide the following basic services: (i) Updating of content to reflect changes in the law affecting Programs content; and (ii) reasonable access, either online or by telephone, to customer support. (d)Limitations. Except as expressly permitted in this Agreement, Customer shall not (and shall not allow any third party to): (i) modify, translate or create "Derivative Works" (as defined at 17 U.S.C. § 101) of the Programs other than to customize the training content in the Programs as set forth below; (ii) reproduce or distribute the Programs; (iii) provide access to the Programs to any third party; (iv) allow the removal, alteration, covering or obscuring of any copyright notice or any other notice or mark that appears on the Programs, on any copies, or any media; or (v) reverse engineer or interfere with the operation of the Programs. 2.Fees and Payment (a)Training Programs. Customer agrees to pay $6,380.00 per year for 500 employee licenses, to be invoiced at the beginning of each year of the Term of this Agreement. Customer may purchase employee licenses, a minimum of 7 at a time, at a cost of $15.95 per employee per year. (b)Versions/Editions. Traliant will deliver Programs in the following version(s) or edition(s): Languages: English Online Audiences for Preventing Discrimination & Harassment: CA Managers (c) Customer will pay by check or electronic funds transfer within 30 days of receiving each Traliant invoice. Customer will pay a late fee of one percent (1%) per month or the highest rate allowed under the law, whichever is lower, on any overdue amounts. 3. Implementation Package (a)Basic Implementation Package. Traliant will assist Customer with the importing of employee data and a company logo, attachment of policy, customization of assignment and reminder messages, and customization of assignment and reminder messages for Customer's initial rollout. Traliant will invoice Customer on the Effective Date of this Agreement the amount of $795.00 for these services. Implementing new or updated versions of previously rolled out courses during the term of this agreement will incur additional implementation fees to be determined at the time of rollout. 4. Warranty; Disclaimer (a)Warranty. Traliant warrants that (i) any services will be rendered in a professional manner by personnel familiar with the training programs and training-management software; and (ii) for the term of this Agreement, the Programs (as made available to Customer) will conform to their material specifications. Traliant's exclusive obligation, and Customer's sole Docusign Envelope ID: 7B46BEE5-9597-417B-85EB-695449E1BAA7