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VIRTUAL ACADEMY SOLUTION AGREEMENT — TERMS AND CONDITIONS
<br />I. TMS Access. Virtual Academy hereby grants Law
<br />Enforcement Agency a non-exclusive, limited, revocable, non-
<br />transferable, non-sublicensable right and license to access the
<br />TMS, subject to the terms of this Agreement, solely in connection
<br />with Law Enforcement Agency's offering of the training to its
<br />sworn and non -sworn employees and affiliates.
<br />2. Virtual Academy Warranty. Virtual Academy warrants
<br />that (i) it will use commercially reasonable efforts to ensure that
<br />the TMS, courseware, instructional materials, software or source
<br />code do not contain any malware or other code that could cause
<br />damage to Law Enforcement Agency's computer systems or data;
<br />and (ii) it owns and/or has al I necessary rights to use and to permit
<br />the use of the TMS, courseware, instructional materials, software
<br />or source code as provided herein. Virtual Academy makes no
<br />other warranty, express or implied, in connection with the
<br />Solutions, and hereby disclaims and excludes any warranty of
<br />fitness for a particular purpose and/or warranty of
<br />merchantability.
<br />3. Access. Virtual Academy will use commercially
<br />reasonable efforts to provide continuous access to the Virtual
<br />Academy platform, excluding planned maintenance periods and
<br />unplanned downtime beyond the reasonable control of Virtual
<br />Academy. Law Enforcement Agency understands that Virtual
<br />Academy cannot guarantee access at all times. Virtual Academy
<br />shall not be responsible for any failure by Law Enforcement
<br />Agency or its officers to gain access to the Solutions due to causes
<br />beyond Virtual Academy's reasonable control, including power
<br />outages, and damage to or defects in computer hardware.
<br />4. Maintenance and Software Upgrades. Maintenance and
<br />software upgrades to the TMS, courseware, instructional
<br />materials, software, or source code may be performed at the
<br />discretion of Virtual Academy. Virtual Academy agrees to
<br />provide Law Enforcement Agency with reasonable advance
<br />notice of scheduled maintenance and/or software upgrades.
<br />5. Compliance with Certain Regulatory Requirements.
<br />a. Privacy Protection. Each party will ensure that officer
<br />grades and/or other protected information related to this
<br />Agreement will be treated as confidential and protected from
<br />disclosure as required by federal and applicable state law. Officer
<br />grades are the property of Law Enforcement Agency and Law
<br />Enforcement Agency shall be responsible for maintenance of
<br />such data.
<br />6. Confidentiality. To the extent permitted by applicable
<br />law, the terms of this Agreement are confidential. Except as
<br />required by law, neither party shall furnish confidential
<br />information of the other party to any unauthorized person or
<br />entity. Nothing in this section prevents Virtual Academy from
<br />issuing a mutually acceptable press release or naming Law
<br />Enforcement Agency as a client in advertising materials and/or as
<br />a case study of the TMS, courseware, instructional materials,
<br />software, or source code. Law Enforcement Agency further
<br />authorizes Virtual Academy to monitor performance and/or
<br />service level information and data associated with Law
<br />Enforcement Agency's use of the TMS, courseware, instructional
<br />materials, software or source code, and Virtual Academy will
<br />seek authorization from Law Enforcement Agency to make such
<br />performance and/or service level information and data publicly
<br />available for promotional and/or advertising purposes.
<br />7. Intellectual Property. Virtual Academy owns all right,
<br />title and interest in the intellectual property embodied in or
<br />related to the TMS, courseware, Solutions, instructional
<br />materials, software or source code (including any and all tangible
<br />and intangible ideas, items, works of authorship and other
<br />materials resulting from such Solutions, such as all works of
<br />authorship forming any part of the TMS, courseware, Solutions,
<br />instructional materials, software or source code, whether or not
<br />registered or capable of registration, including but not limited to
<br />the source code, any graphical or pictorial works such as but not
<br />limited to logos, graphical user interfaces, architecture and also
<br />including any copyrights, trade secrets, patents, trademarks,
<br />know-how and/or specifications). Virtual Academy shall retain
<br />ownership over all instructional and/or reference content,
<br />excluding officer data and supplemental Law Enforcement
<br />Agency or training materials uploaded by Law Enforcement
<br />Agency or any of its officers, employees or agents, or by users of
<br />the TMS.
<br />8. Proprietary Rights and Restrictions. Virtual Academy
<br />holds and retains all right, title, and interest in its software,
<br />original applications, documentation, materials, and all other
<br />intellectual property. Nothing in this Agreement is intended to
<br />transfer any ownership rights to Law Enforcement Agency. Law
<br />Enforcement Agency shall not:
<br />a. Decompile, disassemble, or reverse engineer,
<br />or attempt to decompile, disassemble or reverse engineer, the
<br />TMS, courseware, instructional materials, software or source
<br />code;
<br />b. Modify or attempt to modify the TMS,
<br />courseware, instructional materials, software or source code;
<br />c. Rent, lease, license, assign, sell or otherwise
<br />provide access to any unauthorized individual or entity to Virtual
<br />Academy's intellectual property, including the TMS, courseware,
<br />Solutions, instructional materials, software or source code, and
<br />also including any copyrights, trade secrets, patents, trademarks,
<br />know-how and/or specifications on a temporary or permanent
<br />basis;
<br />d. Upload, or attempt to upload, to Virtual
<br />Academy's servers any information, material or content that
<br />infringes upon any third party copyright, trademark, patent or
<br />trade secret, or material or content that is in violation of any law
<br />of the United States;
<br />9. Trademarks. During the term of this Agreement (and
<br />thereafter, for historical purposes), Law Enforcement Agency
<br />grants Virtual Academy a limited, non-exclusive license to use
<br />Law Enforcement Agency's trademarks, as designated in writing
<br />by Law Enforcement Agency, solely for the purpose of fulfilling
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