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t3.!ft I <br /> E.,.. etw•,,,rk <br /> In,gratod GR SM1ulrofps <br /> Master Subscription Agreement <br /> The terms& conditions in this Master Subscription Agreement ("Subscription Terms") govern the relationship <br /> between The Network,Inc.,a Georgia corporation,as service provider(referred to as"TNW")and City of Rancho <br /> Palos Verdes,a California municipal corporation ("Customer") regarding the products and services identified in <br /> any Sales Order. These Subscription Terms and the Support Services Schedule attached hereto as Exhibit I <br /> together with any Sales Order TNW enters into with Customer will collectively be the"Agreement". <br /> 1.Definitions. <br /> "Customer Content" means all information for use within the Services which is provided by Customer or on its <br /> behalf, including without limitation, all Customer Data (as defined in this Section), and any and all other <br /> information, data, materials, software, files, text, graphics, photographs, audio visual elements, music, <br /> illustrations,video,documents or other content,if any. <br /> "Customer Data"means any all personal identifying information("PII"),and any other information or data relating <br /> to a natural person who can be identified from Customer Content or Reports (as defined in this Section), or from <br /> that data and other information in possession or likely to come into possession of Customer or User in any such <br /> Customer Content or Reports. <br /> "Intake Services" means hotline reporting service which provides a reporting party with the process to report <br /> allegations of violations of the Customer's standards of conduct, or policies or legal requirements. The reporting <br /> party may provide his/her name or remain anonymous and submit the report via the telephone or TNW's <br /> proprietary web-based reporting form. Intake Services are available for both domestic and international <br /> programs. <br /> "Login Information" means the password and login identification unique to each User that is required in order to <br /> access the Services. <br /> "Report" means any report made or submitted by any reporting party in or through the Intake Services regarding <br /> or containing allegations of violations of Customer's standards of conduct, policies or legal requirements,and any <br /> and all information, data, materials, software, files, text, graphics, photographs, audio visual elements, music, <br /> illustrations,video,documents or other content contained in any such Report. <br /> "SaaS Offering" means TNW's proprietary GRCsm software platform that are ordered by Customer pursuant to a <br /> Sales Order and made available by TNW online via a URL. The SaaS Offering offers various modules such as case <br /> management, policy management, and learning management modules that may be ordered as an entire platform <br /> or as separate modules. <br /> "Sales Order" means a document (including any documents incorporated therein such as a statement of work) <br /> agreed to by authorized representatives of both parties in writing that sets forth the Services to be provided by <br /> TNW. A Sales Order shall contain, at a minimum, the items purchased, terms and fees and other mutually <br /> agreeable terms. <br /> "Services"means any SaaS Offerings, Intake Services and any other services as set forth in a Sales Order, including <br /> without limitation, provision of implementation services, provision of supporting printed materials such as <br /> brochures and posters,or the development of other deliverables provided by TNW or its licensors and contractors. <br /> "Support Services"for the SaaS Offering or Intake Services,as applicable,and related availability as set forth in the <br /> Support Services Schedule in Exhibit I and hereby incorporated by reference. <br /> 1 <br /> 1793312-1 <br />