2020-105-E Emergency Svc - Target Solutions Learning LLC EMS training

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Page 3 Rev. R (Issued 10.02.2019) Client Agreement This Target Solutions Client Agreement (the “Agreement”), effective as of the date noted in the attached Schedule A (the “Effective Date”), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions (”TargetSolutions”), a Delaware limited liability company, powered by CrewSense, LLC (“CrewSense”) and Halligan, Inc. (“Halligan”) (collectively referred to herein as “TSL”) and the undersigned client (“Client”), and governs the purchase and o ngoing use of the services described in this Agreement (the “Services”). 1. Services. TSL shall provide the following services: 1.1. Access and Use. TSL will provide Client a non-exclusive, non-transferable, revocable, limited license to remotely access and use the software as a service (‘Services”) hereunder and, unless prohibited by law, will provide access to any person designated by Client (“Users”). 1.2. Availability. TSL shall use commercially reasonable efforts to provide access to and use of the Services by Client’s Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages and other outages beyond TSL’s control. 1.3. Help Desk. TSL will assist Users as needed on issues relating to usage via Help Desk five (5) days per week at scheduled hours. 1.4. Upgrades and Updates. TSL may update or upgrade the Services at any time at its discretion. Without paying additional compensation, Client will receive access to any general upgrades and updates to the Services licensed from TSL, which upgrades and/or updates TSL makes generally available to its other clients. All updates and upgrades to the Services are subject to the terms and conditions of this Agreement. 2. Client’s Obligations. 2.1. Compliance. Client shall be responsible for Users’ compliance with this Agreement and use commercially reasonable efforts to prevent unauthorized access to or use of the Services. 2.2. Identify Users. Client shall (i) provide a listing of its designated/enrolled Users; (ii) cause each of its Users to complete a profile; (iii) maintain user database by adding and removing Users as appropriate; and (iv) when purchasing asset inventory management Services, identify stations, vehicles, drug safes, and other service specific details, as may be applicable. 2.3. Future Functionality. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features. 2.4. Additional Service Specific Client Obligations. The following subsections 2.4 (a) and 2.4 (b) apply only if Client is purchasing “Vector Solutions Incident Tracking Service”: (a) Client acknowledges that all notifications it receives from Vector Solutions Incident Tracking Service may contain sensitive personal information and client shall ensure that such information is secured from transmissions and/or disclosure to unauthorized recipients. Client understands that TSL does not control or own the data contained in the notifications. Client agrees that it will be solely responsible for establishing a security system to prevent the transmission and/or disclosure of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized recipient(s), Client bears the burden and expense of notifying any individual whose sensitive personal information may have been disclosed to the extent required by law. Client further agrees to handle the data in compliance with any applicable federal, state, or local laws or regulations, and that it will monitor employees using the Incident Tracking Service. (b) Client represents and warrants that it is not a health care provider, health plan, or health care clearinghouse (collectively, a "covered entity") as those terms are defined under the federal Health Information Portability and Accountability Act ("HIPAA"). Client further represents and warrants that it is not a business associate as that term is defined under HIPAA. Client further agrees to indemnify and hold TSL and its officers, members, agents and employees harmless from any and all claims and demands (including reasonable attorneys' fees associated with the same) made by Client and/or any third party due to or arising out of any claim that TSL is a covered entity or business associate, due to Client’s use of the Incident Tracking Service. 3. Fees and Payments. DocuSign Envelope ID: 6C584E07-B9D4-4BC2-A04F-262D3B0B6BA6