Attachment 1 Logikcull MSA — Thousand Oaks City Council, June 20, 2023

Logikcull Subscription Order
Customer: City of Thousand Oaks
Address: 2100 Thousand Oaks Blvd., Thousand Oaks, CA 91362 Primary
Account Holder
Name: Colleen Hernandez
Phone: 805-449-2243
Email: [email protected]
Service T erms ● Logikcull Discovery Solution: drag & drop collection & ingestion, automated processing, ECA & review platform, search capability, unlimited productions & exports
○ Unlimited Users
○ Unlimited Matters
○ 120 GB of re-usable Active Storage data
○ 50 GB of re-usable Archived Storage data
● Premium in-app support with 24/7 coverage
● Enterprise Service Package conditionally waived with execution by no later than June 21, 2023.

Monthly: $3,000
Contract T erms ● Contract T erm: 07/01/2023 - 06/30/2026 ● Renewal Date: 07/01/2026
● This agreement will renew by mutual written agreement. ● Payment T erms: Annual. Net 30
● Payment Method: Wire, ACH, or Check
● Data (GB) size is based on the post-processed, post de-duplicated high watermark data size. ● Flex Usage for Active Storage over 120 GB will be invoiced at $40 per GB per month, or Customer can elect to increase capacity in discounted bulk data packages. ● Flex Usage for Archive Storage over 50 GB will be invoiced at $20 per GB per month, or Customer can elect to increase capacity in discounted bulk data packages. ● Governed by Master Service Agreement attached hereto
ATTACHMENT #1
MasterSubscriptionAgreement
CustomerFullLegalName: City of Thousand Oaks
CustomerAddress: 2100 Thousand Oaks Blvd. Thousand
Oaks, CA 91362
This Master Subscription Agreement is between Logik Systems, Inc. a Delaware corporation (“Logikcull”) and the Customer named above. This Agreement is e ﬀective as of the last date beneath the parties’ signatures below (“ Eﬀective Date”). Logikcull and Customer will each be referred to individually as a “Party” and together as the “ Parties” .

The Parties agree as follows:

1. DEFINITIONS
Capitalized terms not otherwise de ﬁned in this Agreement shall have the following meaning:
a. “ Aﬃliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this de ﬁnition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. b. “ Agreement” means this Master Subscription Agreement and any exhibits, Order Form(s), schedules, and addenda hereto.
c. “ Customer” means the customer named above together with its A ﬃliates (for so long as they remain Aﬃliates) which have signed Order Forms.
d. “ Documentation” means Logikcull’s standard information related to the use of the Service, found at https://support.logikcull.com/, and incorporated into this Agreement. e. “ Hosted Data” means all information, documents, images, ﬁles or materials uploaded, created, modiﬁed, or stored in the Service by Customer or Customer’s Users. f. “ Malicious Code” means code, ﬁles, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and T rojan horses. g. “ Order Form” means an ordering document or online order specifying the services to be provided hereunder that is entered into between Logikcull and Customer or any of their A ﬃliates, including any addenda and supplements thereto. By entering into an Order Form, an A ﬃliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. h. “ Privacy Policy” means Logikcull’s Privacy Policy, found at https://www.logikcull.com/privacy-policy, and incorporated into this Agreement. i. “ Service” means the hosted eDiscovery, legal hold, and document management solution for online storage, sharing and processing of ﬁles, documents, materials, images, videos, or other content, including all updates, modi ﬁcations, and enhancements thereto, as made generally available by Logikcull to its customers.
2 j. “ Site” means Logikcull’s website located at https://app.logikcull.com. k. “ User” means any individual who uses the Service on Customer’s behalf or through Customer’s accounts or passwords.

2. ACCESSANDUSEOFTHESERVICE
a. Provision of Services. Logikcull hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12.h.), right to access and use the Service during the T erm, solely for use by Users pursuant to this Agreement and the Documentation. In addition, Logikcull will (a) provide applicable support for the Service as described in Exhibit A attached to this Agreement, (b) use commercially reasonable e
ﬀorts to make the online Service available in
accordance with the service level addendum set forth in Exhibit B attached to this Agreement, and (c) subject to Customer’s use of the Service in accordance with this Agreement, the Documentation, and Privacy Policy, provide the Service in accordance with U.S. laws applicable to Logikcull’s provision of its services to its customers generally (without regard for Customer’s particular use of the Service).
b. Customization. Customer may request features or functionality not already o ﬀered through the
Service. If Logikcull determines that such requests are feasible, Logikcull may choose to provide those features or functionalities to Customer for an additional fee pursuant to a separate written statement of work to be executed by the Parties.
c. Suspension of Service. Without limiting Logikcull’s termination rights herein, Logikcull reserves the right, at any time, in Logikcull’s sole and absolute discretion, to temporarily suspend or otherwise deny access to or use of the Service, without incurring obligation or liability, for: (a) emergency maintenance; (b) maintaining the security or integrity of Logikcull’s network, hardware, or associated systems or those of Logikcull’s third-party providers; (c) unusual spikes in activity or usage of the Service; (d) unplanned technical problems or outages; or (e) judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Logikcull to do so. Logikcull will use reasonable e ﬀorts to notify
Customer prior to such suspension where feasible.

3. CUSTOMERRESPONSIBILITIES&RESTRICTIONS
a. Customer Responsibilities. Customer will be responsible and liable for (i) Users’ compliance and noncompliance with this Agreement, Documentation, and applicable laws and government regulations, (ii) all information, instructions and materials provided by Customer or any User in connection with the Service; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (iv) the security and use of Customer’s and its Users’ account access credentials, provided, however, this shall not relive Logikcull of its security obligations under this Agreement; and (v) except to extent caused by Logikcull negligence or willful misconduct, all access to and use of the Service directly or indirectly by or through the Customer’s systems or Customer’s and Users’ account access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

Any use of the Service that in Logikcull’s reasonable judgment threatens the security, integrity or availability of Logikcull’s Services, may result in Logikcull’s immediate suspension of the Service.

Customer shall use reasonable e ﬀorts to make all Users aware of this Agreement’s provisions as 3 applicable to such User’s use of the Service, and shall cause Users to comply with suchprovisions. b. CustomerSecurity;UnauthorizedUse. Customer shall employall physical, administrative, andtechnical controls, screening, and security procedures and other safeguards necessary tosecurely administer the distribution and use of all account access credentials and protectagainst any unauthorized access to or use of the Service. Customer shall use commerciallyreasonable eﬀorts to prevent unauthorized access to or use of the Service and terminate ormitigate the eﬀects of such unauthorized usage. Customer will notify Logikcull immediately ofany actual or threatened unauthorized access or use at [email protected]. Additionally,Customer will provide Logikcull with such cooperation and assistance related to any suchunauthorizeduseasLogikcull mayreasonablyrequest. c. Hosted Data. Customer shall control the content and use of Hosted Data, including theuploadingor other provisionof HostedDatafor processingbytheServiceandthedeletionof theHosted Data from the Services. Customer shall retain sole responsibility for all Hosted Data,including its content, use and legality, and the means by which Customer acquired the HostedData. Logikcull will have no responsibility or liability for the accuracy of data uploaded to theService by Customer, including without limitation Hosted Data. LOGIKCULL SHALL BEARNOLIABILITY WITH RESPECT TOHOSTEDDATATHAT ISLOST ORDAMAGEDASARESULT OFTHE ACTIONS OF CUSTOMER OR THE ACTIONS OF ANY INDIVIDUAL WHO USES THESERVICE ON CUSTOMER’S BEHALF OR THROUGH CUSTOMER’S ACCOUNT ORPASSWORDS, WHETHER AUTHORIZED OR NOT, EXCEPT TO THE EXTENT CAUSED BYLOGIKCULL’SACTSOROMISSIONSINVIOLATIONOFTHISAGREEMENT. d. Restrictions. Customer shall not use the Service for any purposes beyond the scope of theaccess granted in this Agreement. Customer shall not at anytime, directlyor indirectly, andshallnot permit any Users to: (i) copy, modify, or create derivative works of the Service orDocumentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign,distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwiseattempt toderiveor gainaccess to anysoftwarecomponent of theService, inwholeor inpart; (iv) removeanyproprietarynotices fromthe Service or Documentation; (v) use the Service in a manner that comprises theintegrity of Service or theconﬁdentialityof other usersof theService; (vi) input, upload, transmit,or otherwise provide to or through the Serviceor Provider Systems, anyinformationor materialsthat are unlawful or injurious, or contain, transmit, or activateanyMaliciousCode; or (vii) usetheService or Documentation in any manner or for any purpose that infringes, misappropriates, orotherwise violates any intellectual property right or other right of anyperson, or that violatesanyapplicablelaw.

4. PRIVACY,PROCESSING,ANDSECURITY
a. PrivacyPolicy. ThisAgreement anduseof theServiceandSitearesubject tothePrivacyPolicy.The Privacy Policy applies only to the Service and Site, and does not apply to any third-partywebsite or service linked to the Service. Except otherwise set forth in this Agreement, Logikcullshall not disclose Hosted Data to any third party for any purpose other than to provide theService, support, or relatedservicestoCustomer. b. ProtectionofHostedData. Logikcull will maintain appropriate administrative, physical, andtechnical safeguards for protectionof thesecurity, conﬁdentialityandintegrityof HostedData, in 4 accordance with the terms of the security addendumattached as Exhibit Cto this Agreement.Those safeguards will include, but will not be limited to, measures designed to preventunauthorized access to or disclosure of HostedData(other thanbyCustomer or Users), suchasencryption of Hosted Data at rest and in internet transmission (using TLS or similartechnologies). Customer acknowledges and agrees that (a) Customer has reviewed Logikcull’sadministrative, physical, and technical safeguards and other security practices; (b) Logikcull’ssecurity practices are in accordance with industry-best practices, the terms of this Agreementand any other written agreement between the Parties, and all applicable law; and(c) Logikcull’ssecurity practices are suﬃcient for Customer’s purposes and shall not cause Customer tobreach any agreement to which Customer is a party or violate any applicable law.Notwithstanding the terms set forth herein, Customer acknowledges that, regardless of thetechnical and administrative safeguards Logikcull has implemented, the Services and use ofinternet-basedsystemscannot beguaranteedtobe100%secureor error-free. c. DataProcessingAddendum. To the extent applicable, the Parties agree to comply with theadditional terms and conditions set forth in the data processing addendum found athttps://www.logikcull.com/policies/data-processing-addendum and incorporated into thisAgreement. d. ExportandDestructionofHostedData. During the Termor a trial period, Customer will havethe ability to export or retrieve Hosted Data fromthe Service at any time. Withinthirty(30) daysafter the eﬀective date of terminationor expirationof thisAgreement, Logikcull will makeHostedData available to Customer for export or download. After such30-dayperiod, Logikcull will haveno obligation to maintain or provide any Hosted Data, and will thereafter delete or destroy allcopies of Hosted Data in its systems or otherwise in its possession or control, unless legallyprohibited. Customer acknowledges that the Service is not intended to be utilized as adocument or ﬁle storage system for record retention purposes, and it is the Customer’s soleresponsibility to ensure it maintains a separate systemto retain the Hosted Data as requiredunder its own internal record retention policies or as required under applicable law relating torecordretention. e. Processingof HostedData. Customer understands and acknowledges that it may submit,upload, or process though the Service a variety of diﬀerent data types, and any such data mayhave existing encryption, or automatic image conversion issues. As a result of these potentialpre-existing issues, there may be times when: (i) Hosted Data cannot be extracted andprocessed; (ii) a certain amount of Hosted Data may not be suitable or available for extractionfromtext, metadata or other information; or (iii) ﬁleimagesmaynot correctlyformat whenimageﬁles are created from native documents for purposes of review or production (collectively,“Exceptions”). Such Exceptions may limit the function of any searching, ﬁltering or otheranalysisof theHostedDatawithintheService.

5. FEESANDPAYMENT
a. Fees. Customer agreestopayall feesasspeciﬁedinanOrder Form(“Fee”). Upontheexpirationof the initial termset forth in eachapplicableOrder Form, Logikcull mayincreasetheFeesbyupto 5% for each renewal period referenced in the Order Form, by providing written notice toCustomer at least 30 days prior to the commencement of each such renewal term. Feeswill beinvoiced on an annual basis, unless otherwise indicated on the Order Form. Customer mayupgrade its subscription to the Service, if such upgrades are available, at any time toaccommodate additional requirements. If the Parties agree to an upgrade, Customer’s existing5 Fee arrangement will be terminated and replaced by a newprorated Fee arrangement reﬂectingthe upgrades. Customer is responsible for providing complete and accurate billing and contactinformationtoLogikcull andnotifyingLogikcull of anychangestosuchinformation. b. PaymentTerms. Customer will have the option of paying by credit card, electronic debit, orbeing invoiced. All payments are due within seven (7) days of the billing date. If payment is notreceived in thirty (30) days of the billing date Logikcull reserves theright tosuspendtheServiceuntil Logikcull receivesandprocessesall payments. If payment isnot receivedat theendof sixty(60) days from the billing date, Logikcull reserves the right to terminate this Agreement anddelete all Hosted Data (subject toSection4(d)). Alternatively, at Logikcull’ssolediscretion, intheevent that payment is late, Logikcull reserves the right to charge interest at the rate of twelvepercent (12%) per annum or the highest legal rate, whichever is lower, calculated from thepayment duedateuntil thedatethat full payment isreceived. c. NoRefunds. Except as detailed in Section 11.c., all Fees associated with the Service arenon-refundable. d. PaymentDisputes. Logikcull will not exercise its rights to suspend or terminate the Servicepursuant to Section 5.c. if Customer is disputingtheapplicablechargesreasonablyandingoodfaithandiscooperatingdiligentlytoresolvethedispute. e. Taxes. The Fees do not includeanytaxes, levies, dutiesor similar governmental assessmentsofany nature, including, for example, value-added, sales, use or withholding taxes, assessablebyany jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxesassociated with its purchase of the Service. If Logikcull has thelegal obligationtopayor collectTaxes for which Customer is responsible under this section, Logikcull will invoiceCustomer andCustomer will pay that amount unless Customer provides Logikcull with a valid tax exemptioncertiﬁcate authorized by the appropriate taxing authority. For clarity, Logikcull is solelyresponsiblefor taxesassessableagainst it basedonitsincome, propertyandemployees.

6. PROPRIETARYRIGHTSANDLICENSES
a. ReservationofRights. Subject to the limited rights expressly granted under this Agreement,Logikcull, its Aﬃliates, and its licensors reserve all their right, title and interest in and to theService, including all of their relatedintellectual propertyrights. Logikcull reservestheright, initssole discretion, to update, modify, or remove the features, functionality, or other aspects of theService at any time. No rights are granted to Customer under this Agreement other than asexpresslyset forthinthisAgreement. b. OwnershipofHostedData. Customer is and will remain the sole and exclusive owner of allright, title and interest in and to all Hosted Data. Customer grants Logikcull a non-exclusive,royalty-free, worldwide license to performall acts with respect to the Hosted Data as may benecessary for Logikcull, Logikcull’s personnel, and Logikcull’s authorizedthirdpartiestoprovidethe Service, including, but not limited to, maintenance of the ServicesandCustomer’saccount,improving search, sorting, and tagging functions, discovery processing eﬃciency activities, andsupporting the integrity of the Service and data processing systems. Subject to the limitedlicenses granted in this Agreement, Logikcull acquires noright, titleor interest fromCustomer orits licensors under this Agreement in or to any Hosted Data. Customer consents to Logikcull’suse of Customer’s name and logos in marketing materials, including on the Site, and for otherlegitimatebusinesspurposes. 6 c. Feedback. Customer grants to Logikcull and its Aﬃliates a worldwide, perpetual, irrevocable,royalty-free license to use and incorporate into its Services any suggestion, enhancementrequest, recommendation, correction or other feedback provided by Customer or Users(collectively, “Feedback”). d. Aggregated Statistics. In the course of providing the Services, Logikcull may monitorCustomer’s use of the Service and collect and compile statistical data and performanceinformation, analytics, meta-data, or similar information, generated through instrumentation andlogging systems, regarding theoperationof theService, includingCustomer’suseof theService(“AggregatedStatistics”). All right, title, andinterest inAggregatedStatistics, andall intellectualproperty rights therein, belong to and are retained solely by Logikcull. AggregatedStatisticswillnot include any Hosted Data. Nothing in this Agreement shall restrict Logikcull’s right to collectAggregated Statistic or to use it for any internal business purpose, or in the manner permittedunder applicable U.S. law; provided that such Aggregated Statistics do not identify Customer,Users, or Customer’sConﬁdential Information. e. IntellectualProperty. Logikcull owns all right, title, and interest in and to the Service and theSite (including without limitation all software used to provide the Service and all graphics, userinterfaces, logos, and trademarks reproduced through the Service), Logikcull’s ConﬁdentialInformation (deﬁned below), and theFeedbackincludingall intellectual propertyrightscontainedtherein. The Service and Site may contain references to other entities’ trademarks and servicemarks, but such references are for identiﬁcation purposes only and are used withpermissionoftheir respective owners. Logikcull does not claim ownership in, or any aﬃliation with, anythird-party trademarks or service marks appearing in the Service or Site. Customer will not useor displayLogikcull’strademarkswithout Logikcull’sprior writtenconsent.

7. CONFIDENTIALITY
a. Deﬁnition of Conﬁdential Information. “Conﬁdential Information” means, except asotherwise limitedunder applicablelaws, all informationdisclosedbyaParty(“DisclosingParty”)to the other Party (“Receiving Party”), whether orally or in writing, that is designated asconﬁdential or that reasonably should be understood to be conﬁdential given the nature of theinformation and the circumstances of disclosure. Conﬁdential Information of Customer includesHosted Data; Conﬁdential Information of Logikcull includes the Service; and ConﬁdentialInformation of each Party includes the terms and conditions of this Agreement (includingpricing), as well as businessandmarketingplans, technologyandtechnical information, productplans and designs, and business processes disclosed by such Party. However, ConﬁdentialInformation does not include anyinformationthat (i) isor becomesgenerallyknowntothepublicwithout breach of any obligation owed to the Disclosing Party, (ii) was known to the ReceivingParty prior to its disclosure by the Disclosing Partywithout breachof anyobligationowedtotheDisclosing Party, (iii) is received froma third party without breach of any obligation owed totheDisclosing Party, or (iv) was independently developed by the Receiving Party without breach ofthis Agreement. For the avoidance of doubt, the non-disclosure obligations set forth in this“Conﬁdentiality” section apply to Conﬁdential Information exchanged between the Parties inconnectionwiththeevaluationof additional Logikcull services. b. Protection of Conﬁdential Information. As between the Parties, each Party retains allownership rights in and to its Conﬁdential Information. The Receiving Party will use the samedegree of care that it uses to protect theconﬁdentialityof itsownconﬁdential informationof likekind (but not less than reasonable care) to (i) not use any Conﬁdential Information of the7 Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except asotherwise authorized by the Disclosing Party in writing, limit access to Conﬁdential Informationof theDisclosingPartytothoseof itsanditsAﬃliates’ employeesandcontractorswhoneedthataccess for purposes consistent with this Agreement and who are bound by conﬁdentialityobligations to the Receiving Party containing protections not materially less protective of theConﬁdential Information than those in this Agreement. Except where required under applicablelaws, neither Party will disclose the terms of this Agreement to any third party other than itsAﬃliates, legal counsel andaccountantswithout theother Party’sprior writtenconsent, providedthat a party that makes any such disclosure to its Aﬃliate, legal counsel or accountants willremain responsible for such Aﬃliate’s, legal counsel’s or accountant’s compliance with this“Conﬁdentiality” section. Notwithstanding theforegoing, Logikcull maydisclosethetermsof thisAgreement to a subcontractor to the extent necessary to perform its obligations under thisAgreement, under termsof conﬁdentialitymateriallyasprotectiveasset forthinthisAgreement. c. Compelled Disclosure. The Receiving Party may disclose Conﬁdential Information of theDisclosing Party to the extent compelledbylawtodoso, providedtheReceivingPartygivestheDisclosing Party prior notice of the compelled disclosure (to the extent legally permitted) andreasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contestthe disclosure. If the Disclosing Party waives compliance or, if after providing notice andassistance, the Receiving Party remains required by law to disclose the Disclosing Party’sConﬁdential Information, the Receiving Party shall disclose only that portion of the ConﬁdentialInformation that, on the advice of legal counsel, the Receiving Party is legally required todisclose.

8. REPRESENTATIONS,WARRANTIES,EXCLUSIVEREMEDIESANDDISCLAIMERS a. Representations. Each Party represents that it has validly entered into this Agreement andhasthe legal power to do so. Customer represents and warrants that: Customer is and shall at alltimes remain in compliance with all rules, regulations, and all other applicable lawadministeredby the U.S. Treasury Oﬃce of Foreign Assets Control (“OFAC”) and any other governmentalentity imposing economic sanctions and trade embargoes (“Sanctions Laws”) againstdesignated countries, entities and persons (“SanctionedTargets”). Customer represents andwarrants that it is not a Sanctioned Target or subject to any SanctionsLaw, andCustomer shallnot facilitate any transaction in relation to this Agreement which would cause a violation of anySanctionsLaw. b. Logikcull Warranties. Logikcull warrants that during Term (a) Logikcull will not materiallydecrease the overall security of the Service, and (b) the Service will perform materially inaccordance with theapplicableDocumentation. For anybreachof awarrantyabove, Customer’sexclusive remedies are those described in the “Termination” and “Refund or Payment uponTermination” sections below. EXCEPT FORTHEWARRANTIESEXPRESSLYPROVIDEDINTHISAGREEMENT, THE SERVICE AND SITE ARE PROVIDED TO CUSTOMERONAN“ASIS” AND“ASAVAILABLE” BASIS. c. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANYWARRANTYOFANYKIND, WHETHEREXPRESS, IMPLIED, STATUTORYOROTHERWISE, ANDEACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANYIMPLIEDWARRANTYOFMERCHANTABILITY, ORFITNESSFORAPARTICULARPURPOSEORNON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.LOGIKCULL DOES NOT WARRANT THAT THE SERVICE ANDSITE WILL OPERATE WITHOUT8 INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANYSOFTWARE, SYSTEMOROTHERSERVICES, ORBESECURE, ACCURATE, COMPLETE, FREEOF HARMFUL CODE OR ERROR FREE, OR THAT DEFECTS CAN BE CORRECTED.LOGIKCULL MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY,COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OBTAINED THROUGH THESERVICE AND DISCLAIMS ANY LIABILITY FOR ANY RELIANCE PLACED ON SUCHINFORMATION. CUSTOMER ACKNOWLEDGES THAT THE SERVICE UTILIZES ADVANCEDTECHNOLOGIES, WHICH MAYPRODUCE RESULTSTHAT ARE NOT ALWAYSACCURATE ORCOMPLETE, AND CUSTOMER WHOLLY AND EXCLUSIVELY ACCEPTS ALL RISKS,RESPONSIBILITIES, AND LIABILITIES ASSOCIATED WITH THE USE OF THE SERVICE, ITSFEATURES, AND ANY RESULTS PRODUCED BY THE SERVICE OR ITS FEATURES.LOGIKCULL IS NOT A LAWFIRMOR AN ATTORNEY, AND NEITHER LOGIKCULL NOR THESERVICE IS A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY. ANYINFORMATION CONTAINED ON THE SERVICE IS NOT LEGAL ADVICE AND MAY NOT BECORRECT, COMPLETE, ORUP-TO-DATE, ANDCUSTOMERASSUMESSOLERESPONSIBILITYFOR ENSURING ACCURACY, COMPLETENESS AND CORRECTNESS OF SUCHINFORMATION. NOATTORNEY-CLIENTRELATIONSHIPORPRIVILEGEEXISTSORWILLEXISTBETWEENLOGIKCULL ANDCUSTOMER. ADDITIONALLY, ALLTHIRD-PARTYMATERIALSAREPROVIDED“ASIS” ANDLOGIKCULLEXPRESSLYDISCLAIMSALLWARRANTIESRELATEDTOTHE THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS THAT CUSTOMER MAYNEEDTOUSEINCONJUNCTIONWITHTHESERVICEORSITE.

9. MUTUALINDEMNIFICATION
a. IndemniﬁcationbyLogikcull. Logikcull will indemnify, defend, and hold harmless Customeragainst any claim, demand, suit or proceeding made or brought against Customer by a thirdparty allegingthat theServiceinfringesor misappropriatessuchthirdparty’sintellectual propertyrights (a “ClaimAgainstCustomer”), and will indemnify Customer fromanydamages, attorneyfees and costsﬁnallyawardedagainst Customer asaresult of, or for amountspaidbyCustomerunder a settlement approved by Logikcull in writing of, a Claim Against Customer, providedCustomer (i) promptly gives Logikcull written notice of the ClaimAgainst Customer, (ii) givesLogikcull sole control of the defense and settlement of the ClaimAgainst Customer, and (iii)gives Logikcull all reasonableassistance, at Logikcull’sexpense. If Logikcull receivesinformationabout an infringement or misappropriation claim related to the Service, Logikcull may in itsdiscretion and at no cost to Customer (A) modify the Service so that theyarenolonger claimedto infringe or misappropriate, without breaching Logikcull’s warranties under “LogikcullWarranties” above, (B) obtain a license for Customer’s continued use of that Service inaccordancewiththisAgreement, or (C) terminateCustomer’ssubscriptionsfor that Serviceupon30 days’ written notice and refund Customer any prepaid fees covering the remainder of theTerm. The above defense and indemniﬁcation obligations do not apply if (1) the allegation doesnot state with speciﬁcity that the Service is thebasisof theClaimAgainst Customer; (2) aClaimAgainst Customer arises from the use or combination of the Service or any part thereof withsoftware, hardware, data, or processes not provided by Logikcull, if the Service or use thereofwould not infringe without such combination; (3) a ClaimAgainst Customer arises fromServiceunder an Order Formfor which there is no charge; (4) if the alleged infringement arises fromthird-party materials or data; (5) if the alleged infringement arises from a modiﬁcation of thematerials other than by or on behalf of Logikcull; (6) if the alleged infringement arises fromafailure to timely implement modiﬁcations, upgrades, replacements, or enhancements madeavailable to Customer by or onbehalf of Logikcull; or (7) aClaimAgainst Customer arisesfromaCustomer’sbreachof thisAgreement or theDocumentation.9 b. IndemniﬁcationbyCustomer. Customer will indemnify, defend, and hold harmless Logikcull,its subcontractors, and Aﬃliatesagainst anyclaim, demand, suit or proceedingmadeor broughtagainst Logikcull by a third party (i) alleging that any Hosted Data or Customer’s use of HostedData with the Service infringes or misappropriates such third party’s intellectual property rightsor privacy rights, or (ii) arising out of, related to or in connection with Customer’s use of theService in an unlawful manner or in violation of the Agreement and the Documentation (each a“ClaimAgainstLogikcull”), and will indemnify Logikcull fromany damages, attorney fees andcosts ﬁnally awarded against Logikcull asaresult of, or for anyamountspaidbyLogikcull undera settlement approved by Customer in writing of, a ClaimAgainst Logikcull, provided Logikcull(A) promptly gives Customer notice of the Claim Against Logikcull, (B) gives Customer solecontrol of the defense and settlement of the ClaimAgainst Logikcull (except that Customer maynot settle any ClaimAgainst Logikcull unless it unconditionally releases Logikcull of all liability),and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defenseand indemniﬁcation obligations do not apply if a ClaimAgainst Logikcull arises fromLogikcull’sbreachof thisAgreement or theDocumentation. c. ExclusiveRemedy. This “Mutual Indemniﬁcation” section states the indemnifying party’s soleliability to, and the indemniﬁed party’s exclusive remedy against, the other party for any thirdpartyclaimdescribedinthissection.

10.LIMITATIONOFLIABILITY
a. LimitationofLiability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTYTOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THISAGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATESUNDER THIS AGREEMENT FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THETWELVE MONTHSPRECEDINGTHE FIRST INCIDENTOUTOFWHICHTHELIABILITYAROSE.THE FOREGOINGLIMITATIONWILL APPLYWHETHERANACTIONISINCONTRACTORTORTANDREGARDLESSOF THE THEORYOF LIABILITY, BUT WILL NOT LIMITCUSTOMER'SANDITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTIONABOVE. b. ExclusionofConsequentialandRelatedDamages. IN NOEVENT WILL EITHERPARTYORITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATEDTOTHISAGREEMENTFOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHERAN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORYOF LIABILITY,EVEN IF A PARTY OR ITSAFFILIATESHAVE BEENADVISEDOF THE POSSIBILITYOF SUCHDAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITSESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENTPROHIBITEDBYLAW.

11.TERMANDTERMINATION
a. TermofAgreement. This Agreement commences on the Eﬀective Date and continues until allOrder Formsenteredintopursuant heretohaveexpiredor beenterminated(“Term”). b. Termination. A Party may terminate this Agreement (including each Order Form) for cause (i)upon 30 days written notice to the other Party of a material breach if such breach remainsuncured at the expiration of such period, or (ii) if the other Party becomes the subject of a 10 petition in bankruptcy or any other proceeding relating toinsolvency, receivership, liquidationorassignment for thebeneﬁt of creditors. c. Refund or Payment Upon Termination. If this Agreement is terminated by Customer inaccordance with the “Termination” section above, Logikcull will refund Customer any prepaidfees covering the remainder of thetermof all Order Formsafter theeﬀectivedateof termination.If this Agreement is terminated by Logikcull inaccordancewiththe“Termination” sectionabove,Customer will pay any unpaid fees covering the remainder of the termof all Order Formstotheextent permitted by applicable law. In no event will terminationrelieveCustomer of itsobligationtopayanyfeespayabletoLogikcull for theperiodprior totheeﬀectivedateof termination. d. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights andLicenses,” “Privacy Policy,” “Conﬁdentiality,” “Disclaimers,” “Mutual Indemniﬁcation,” “Limitationof Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “GeneralProvisions” will survive any termination or expiration of this Agreement and the section titled“Protection of Hosted Data” will survive any termination or expiration of this Agreement for solongasLogikcull retainspossessionof HostedData.

12.GENERALPROVISIONS
a. ExportCompliance. The Service, other Logikcull technology, and derivatives thereof may besubject to export laws and regulationsof theUnitedStatesandother jurisdictions. Logikcull andCustomer each represents that it is not named on any U.S. government denied-party list.Customer will not permit any User to access or use theServiceinaU.S.-embargoedcountryorregion (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S.export lawor regulation. b. Anti-Corruption. Neither Party has received or been oﬀered any illegal or improper bribe,kickback, payment, gift, or thing of value from an employee or agent of the other Party inconnection with this Agreement. Reasonable gifts and entertainment provided in the ordinarycourseof businessdonot violatetheaboverestriction. c. EntireAgreementandOrderofPrecedence. This Agreement istheentireagreement betweenLogikcull and Customer regarding Customer’s use of the Service and supersedes all prior andcontemporaneous agreements, proposals or representations, written or oral, concerning itssubject matter. ThePartiesagreethat anytermor conditionstatedinaCustomer purchaseorderor in any other Customer order documentation (excluding Order Forms) is void. In the event ofany conﬂict or inconsistency among the following documents, theorder of precedenceshall be:(1) the applicable Order Form, (2) any exhibit, schedule or addendumto this Agreement, (3) thebody of this Agreement, and (4) the Documentation. Titles and headings of sections of thisAgreement are for convenience only and shall not aﬀect theconstructionof anyprovisionof thisAgreement. d. RelationshipoftheParties. The Parties areindependent contractors. ThisAgreement doesnotcreate a partnership, franchise, joint venture, agency, ﬁduciary or employment relationshipbetween the Parties. EachPartywill besolelyresponsiblefor payment of all compensationowedtoitsemployees, aswell asall employment-relatedtaxes. e. Third-PartyBeneﬁciaries. Therearenothird-partybeneﬁciariesunder thisAgreement. 11 f. Waiver. No failure or delay by either Party in exercising any right under this Agreement willconstituteawaiver of that right. g. Severability. If any provision of thisAgreement isheldbyacourt of competent jurisdictiontobecontrary to law, the provision will be deemed null and void, and the remainingprovisionsof thisAgreement will remainineﬀect. h. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether byoperation of law or otherwise, without the other Party’s prior written consent (not to beunreasonably withheld); provided, however, either PartymayassignthisAgreement initsentirety(including all Order Forms), without the other Party’s consent toitsAﬃliateor inconnectionwitha merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of itsassetsto, orundergoes a change of control infavor of, adirect competitor of theother Party, thensuchotherParty may terminate this Agreement upon written notice. Subject to the foregoing, thisAgreement will bind and inure to the beneﬁt of the Parties, their respective successors andpermittedassigns. i. Notices. Except as otherwise speciﬁed in this Agreement, all notices related to this Agreementwill be in writing andwill beeﬀectiveupon(i) personal delivery, (ii) thesecondbusinessdayaftermailing, or (iii) except for notices of termination or an indemniﬁable claim(“LegalNotices”), theday of sending by email. Notices to Logikcull will be addressed to the attention [email protected]; or as updated by Logikcull via written notice to Customer. Billing relatednotices to Customer will be addressed to the relevant billing contact designated by Customer,and Legal Notices to Customer will be addressed to Customer and be clearly identiﬁable asLegal Notices. All other notices to Customer will be addressed to the relevant Service systemadministrator designatedbyCustomer. j. GoverningLaw. This Agreement, and any disputes arising out of or related hereto, will begoverned exclusively by the internal laws of theStateof California, without regardtoitsconﬂictsof lawsrules. k. DisputeResolution. If adisputearisesout of or relatestothisAgreement, or thebreachthereof,and if said dispute cannot be settled through negotiation, Customer and Logikcull agree ﬁrst totry in good faith to settle the dispute by mediation to be held in the city and county of SanFrancisco and administered by the American Arbitration Association under its CommercialMediation Rules, before resorting to arbitration, litigation, or some other dispute resolutionprocedure. The foregoing process shall not apply to Logikcull’s collection of unpaidamountsortoanyactionbyCustomer or Logikcull toseekinjunctiveor other equitablerelief. l. Venue. In the event that a dispute cannot be remedied through negotiation, mediation, or otherdisputeresolutionmethods, thestateandfederal courtslocatedinVenturaCounty, Californiawillhave exclusive jurisdiction over any dispute relating to thisAgreement, andeachPartyconsentstotheexclusivejurisdictionof thosecourts. m. Counterparts. ThisAgreement maybeexecutedelectronicallyandincounterparts. n. Insurance. Logikcull will maintainthefollowingminimuminsurancelevelsduringtheTermof thisAgreement andanyrenewal Term:
12 i. Commercial General Liability coverage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 in aggregate.
ii. Worker’s Compensation Insurance with at least the minimum coverage amounts required by law.
iii. Errors & Omissions Insurance in the amount of $1,000,000 per occurrence and $2,000,000 in aggregate for an extended reporting period of three (3) years. iv. Cyberliability Insurance in the amount of $2,000,000 per occurrence and $4,000,000 in aggregate.

This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic T ransactions Act (UETA) and are produced using a City-approved method.

The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

Agreement is entered into by and between:

Logik Systems, Inc.:
________________________________
Andrew Wilson, Chief Executive O ﬃcer
Client:

CITY OF THOUSAND OAKS
____________________________________
Kevin McNamee, Mayor
13 ATTEST:
___________________________________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
____________________________________
Andrew P. Powers, City Manager
APPROVED AS TO DEPARTMENT HEAD:
____________________________________
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:

Oﬃce of the City Attorney
____________________________________
T racy Friedl, Assistant City Attorney
Exhibit List:

ExhibitA – Support Guide
ExhibitB – Service Level Agreement
ExhibitC – Security Guide
14 ExhibitA–Support Guide
This Support Guide (“Guide”) is subject to, incorporated in, and being entered into pursuant to theMaster Subscription Agreement (“Master Agreement”) between Logikcull and Customer. Anycapitalized terms used but not deﬁned in this Guide shall have their meanings set out in the MasterAgreement.

1. DEFINITIONS
a. “BusinessHours” means 5:00 am to 5:00 pm PST, Monday to Friday for Customers in theUnited States. “Business hours” means 7:00 amto10pmBST, MondaytoFridayfor CustomersintheUnitedKingdom. b. “CustomerSupportEngineer” means a Logikcull employee or contractor who troubleshootstechnical problems encountered by Customer via phone, email, and chat, and providestechnical troubleshootingsupport, andother customer support requests. c. “Error” means a reproducible failure of the Service to performinsubstantial conformitywiththespeciﬁcationsset forthintheDocumentation, whoseorigincanbeisolatedtoasinglecause. d. “HighSeverity” means an Error that has a material to critical business impact on a productionsystem, resulting in Customer’s production system being either down, or functioning at amateriallyreducedcapacityor withmateriallyreducedfunctionality. e. “Incident” meansasupport request that beginswhenCustomer contactsLogikcull toreport onespeciﬁc Error and ends when Logikcull either: (a) Resolves the Error; or (b) determines in itsreasonablediscretionthat theError cannot beResolved. f. “LowSeverity” means an Error that does not rise to the level of Medium Severity or HighSeverity, questions including general usage questions, issues related to a non-productionenvironment, or feature requests. There is no impact onthequality, performanceor functionalityonCustomer’sproductionsystem. g. “MediumSeverity” means an Error that has some business impact on a production system,resulting in some non-material functionality or loss on Customer’s production system. TheServices are usable, but do not provide a non-material function in the most convenient orexpeditiousmanner. h. “Resolution Targets” means Logikcull’s internal goals for Resolving Errors, based on theSeverityLevel of theIncident. i. “Resolve” means the provision of: (a) Services that, inLogikcull'sreasonablediscretion, correctthe Error; (b) informationtoCustomer that correctstheError; (c) informationtoCustomer onhowto obtain a software solution that corrects the Error; (d) notice to Customer that the Error iscaused by a known, unresolvedissueor anincompatibilityissuewiththeService; or (e) noticetoCustomer that the Error has been identiﬁed as arising out of or resulting from a ServiceException. j. “Premier Subscriber” means a Customer who has purchased a Premier Support plan, asidentiﬁedontheapplicableOrder Form. 15 k. “SeverityLevels” meansHighSeverity, MediumSeverity, andLowSeverity. l. “StandardSubscriber” means a Customer who has purchased a Standard Support plan, asidentiﬁedontheapplicableOrder Form. m. “TargetResponseTime” meansLogikcull’sinternal goalsfor respondingtoIncidents, basedontheSeverityLevel of theIncident andCustomer’ssupport plan.

2. SCOPE
a. Scope of Services. Logikcull oﬀers two customer support plans: Standard Support andPremierSupport. During the Term, Logikcull will use commercially reasonable eﬀorts to Resolve anyIncidentsreportedbyCustomer asfollows:
i. Logikcull will provide Standard Phone Support, Standard Online Support, Access toKnowledge Base, and an OnlineVideoOnboardingSession(“StandardSupport”) toStandardSubscribers. ii. Logikcull will provide Premier Phone Support, Premier Online Support, Access to KnowledgeBase, a Named Customer SuccessManager (“NamedCSM”), andaPersonal SuccessKickoﬀSession(“PremierSupport”) toPremier Subscribers.

3. STANDARDSUPPORT
a. Standard Phone Support. Standard Subscribers will be granted access to the support line(844.363.3347) with call routing to a Customer Support Engineer, exclusively during BusinessHoursandexcludingcompanyholidays. b. Standard Online Support. Standard Subscribers will be granted the ability to report Incidentsthrough Logikcull’s online web form (located at https://support.logikcull.com/) or email([email protected]). The table below constitutes Logikcull’s Target Response Times forIncidentsof diﬀerent severitylevelsfor StandardSubscribers:

SeverityLevel FirstResponse SubsequentUpdates
High 4BusinessHours 4BusinessHours
Medium 1BusinessDay(9BusinessHours) 1BusinessDay(9BusinessHours) Low 1BusinessDay(9BusinessHours) 2BusinessDays(18BusinessHours) c. Access to Knowledge Base. Standard Subscribers will be granted access to online articles forbest practicesandknownissueswiththeService. d. Online Video Onboarding Session. Standard Subscribers will be granted access to apre-recordedonlinevideosessionthat servesasanintroductiontotheService.

4. PREMIERSUPPORT
a. Premier Phone Support. Premier Subscribers will be granted access to the support line(844.363.3347) with priority call routing to a Customer Support Engineer, 24hoursaday, 7days16 a week. Premier Subscribers will be granted Premier Phone Support at unlimited customerlocations. b. Premier Online Support. Premier Subscribers will be granted the ability to report Incidentsthrough our online web form (located at https://support.logikcull.com/) or email([email protected]). The table below constitutes Logikcull’s Target Response Times forIncidentsof diﬀerent severitylevelsfor Premier Subscribers:

SeverityLevel First Response Subsequent Updates
High 1Hour 2Hours
Medium 4Hours 12Hours
Low 8Hours 24Hours
c. Access to Knowledge Base. Premier Subscribers will be granted access to online articles forbest practicesandknownissueswiththeService. d. Named Customer Success Manager. Premier Subscribers will be assigned a Named CSM.Premier Subscribers may engage the Named CSMvia email or phone as neededfor questions,information requests, support case escalation, or other assistance. The Named CSM willconduct a quarterly business review, which may include sharing product roadmap information,discussing how to apply Logikcull product capabilities to Customer’s initiatives, a health checkof Customer’s usage of Logikcull, and brokering strategic planning discussions betweenCustomer executives and a Logikcull executive sponsor. The Named CSMwill act as a liaisonacross Logikcull to address any business or technical hurdles, coordinate meetings withLogikcull product management or engineering to conduct technical deep-dives or discussplannedproduct features, andact asCustomer’sadvocatewithinLogikcull. e. Personal Success Kickoﬀ Session. Premier Subscribers will be granted access to a live,personalized, in-depth, one-hour session with a Customer Support Engineer totour therelevantService.

5. RESOLUTIONTARGETS
a. Logikcull’s Resolution Targets, regardless of the Customer’s status as a Premier Subscriber orStandardSubscriber, shall beasfollows:

SeverityLevel
ResolutionTargets
High
Logikcull will use commercially reasonable efforts to resolve High Severity Erroras soon as possible with a target resolution of up to one (1) business day. Theresolution will be delivered to Customer as a work- around or as an emergencysoftwarefix.

Medium
Logikcull will use commercially reasonable efforts to resolve Medium SeverityError withinfifteen(15) business days.

Low
Logikcull will use commercially reasonable efforts to resolve a LowSeverityErrorwithinthenext roundof standardupdates totheServices. 17 6. GENERALTERMS.
a. Reproducing Errors. Logikcull must be able to reproduce Errors in order to Resolve them.Customer agrees to cooperate and work in good faith with Logikcull to reproduce errors,including conducting diagnostic or troubleshooting activities as reasonably requested andappropriate. Customer agrees that Customer’sUsersmaybeaskedtoprovideremoteaccesstotheir Logikcull application and/or desktop systemfor troubleshooting purposes. Reproducibleerrors that cannot be promptly resolved will be escalated to higher support tiers for furtherinvestigation. b. Access to Customer Data. If requiredtoaddressCustomer’sError, Logikcull mayaccessHostedData for the exclusive purpose of addressing Customer’s Error. Such access will be made inaccordance with Logikcull’s security, privacy, and conﬁdentiality policies and procedures asoutlined in the Master Agreement and Privacy Policy. In addition, Customer will, upon request,send Logikcull screenshots or share screens with Logikcull via a videoconference or remotesession. c. Eﬀect of Customer Failure or Delay. Logikcull is not responsible or liable for any delay or failureof performance caused in whole or in part byanydelayor failuretoperformbyCustomer of anyof Customer'sobligationsunder theMaster Agreement or thisGuide. d. Time Commitment. Logikcull, in its reasonable discretion, will determine the amount of time itwill needtospendtoattempt toResolveanyspeciﬁcIncident. e. Changes to Customer Support Plans. Logikcull, in itssolediscretion, maychangeanyaspect ofits Customer Support plans at any time. Inthecasethat achangeresultsinamaterial reductionor material adverse eﬀect onthesupport toberenderedtoCustomer, suchmaterial reductionoreﬀect will not takeplaceduringtheCustomer’spaidsubscriptionTerm. f. Exclusions. The following servicesfall outsidethescopeof thisGuide, andLogikcull shall not becompelledtoprovidesuchservices:
i. Assistanceindevelopingcustomizations;
ii. Assistancewithanynon-Logikcull products, services, or technologies; iii. Assistance with installation, maintenance, or conﬁguration or hardware, including, but notlimitedto, computers, harddrives, networks, andprinters; iv. AssistancewithCustomer-developedsoftware, applications, andcode; v. Assistance with any software, applications, or code that is developed outsideof or inadditionnot thecoreLogikcull products; vi. Except as otherwise provided in this Guide, training on the product, setup of the product,conﬁgurationof theService, or answeringbusinessprocessquestions. 18 ExhibitB–ServiceLevel Agreement
This Service Level Addendum(“SLA”) is subject to, incorporated in, andbeingenteredintopursuant tothe Master Subscription Agreement (“Master Agreement”) between Logikcull and Customer. Anycapitalized terms used but not deﬁned in this SLA shall have their meanings set out in the MasterAgreement.

1. DEFINITIONS
a. “Customer Cause” means any of the following causes of an Service Level Failure: (a) anynegligent or improper use, misapplication, misuse, or abuse of, or damage to, the Service byCustomer; (b) any maintenance, update, improvement, or other modiﬁcation to or alteration ofthe Service by Customer; (c) any use of the Service in a manner inconsistent with thethen-current Documentation; (d) any use by Customer of any third-party productsthat Logikcullhas not provided or caused to be provided to Customer; (e) any use by Customer of anon-current versionor releaseof theServices; or (f) theCustomer Systems. b. “Customer Systems” means Customer's information technology infrastructure, includingCustomer's computers, software, databases, electronic systems (including databasemanagement systems), andnetworks. c. “EarnBack” means, following a claimed Service Level Failure, Logikcull revokesor reducestheServiceCreditsgrantedtoCustomer. d. “ServiceCredits” means anoption, grantedtoCustomer, toextendCustomer’ssubscriptionfortheServiceat noadditional chargefor thespeciﬁedtimeperiod. e. “ServiceLevelFailure” means a violation of the Uptime Guarantee that results in the issuanceof aServiceCredit byLogikcull toCustomer.

2. CUSTOMERRESPONSIBILITIES
a. Inorder toqualifyfor aServiceCredit pursuant tothisSLA, Customer shall:
i. Provide information, support, cooperation and any necessary authorizations as required byLogikcull for performing the Services and complying with this SLA. Any information, support,cooperation or authorizations provided by Customer to Logikcull as required to provide theServicesandcomplywiththisSLAshall beaccurateandtimely. ii. Comply with all terms of the Master Agreement, including adhering to policies and processesestablished by Logikcull for reporting Service Level Failures and incidents and prioritizingservicerequests. iii. Payall Feesandother costsandexpensesasrequiredpursuant totheMaster Agreement.

3. UPTIMEGUARANTEEANDSERVICECREDITS
a. The Services will beavailableat least 99%of thetime, asmeasuredonaper-minutebasiseverymonth, subject totheexclusionsset forthbelow(“UptimeGuarantee”). 19 b. Logikcull will make commercially reasonableeﬀortstopromptlynotifyCustomersthat register atthis site https://app.logikcull.comof anyknownperiodof unavailabilityandafurther noticewhentheServicedisruptionhasended. c. Logikcull reserves the right, at any time, in Logikcull’s sole and absolute discretion, totemporarily suspend or otherwise deny access to or use of the Service, without incurringobligation or liability under this SLAor the Master Agreement, for: (a) emergency maintenance;(b) maintaining the security or integrity of Logikcull’s network, hardware, or associated systemsor those of Logikcull’s third party; (c) unusual spikes in activity or usage of the Service; (d)unplanned technical problems or outages; or (e) judicial or other governmental demandor order,subpoena or law enforcement request that expressly or by reasonable implication requiresLogikcull to do so. Any such interruption shall not be considered in determining whether theUptimeGuaranteehasbeenmet. d. Logikcull's procedures, delivery of Services, and abilitytocomplywiththisSLAmaybeaﬀectedby Customer Causes or changes in applicable lawsor regulations. Insuchcases, Logikcull shallbear no responsibility for any directly resulting harmincurred by Customer, and any such harmshall not beconsideredindeterminingwhether theUptimeGuaranteehasbeenmet. e. Maintenance shall include, but is not limited to, one quarterly (forty-eight hour) plannedmaintenance windowif needed, brief planned maintenance windows (scheduled in advance, asneeded), andemergencymaintenancewindows(critical, unforeseenmaintenanceneededfor thesecurity or performance of the platform). Any such interruption shall not be considered indetermining whether the Uptime Guarantee has been met. The timeframes outlined belowconstitutethequarterlyplannedmaintenancewindows:

Dates: ThesecondweekendinFebruary, May, August, andNovemberStart time: Saturday12:00AMESTStoptime: Monday12:00AMEST Logikcull will makecommerciallyreasonableeﬀortstoprovidenoticeof scheduledmaintenancethat maymateriallyaﬀect theaccessanduseof theServiceat least twenty-four (24) hoursinadvance. f. If Logikcull fails to meet the Uptime Guarantee in any calendar month, provided such error didnot result from a Customer Cause, Customer will be eligible to receive a Service Credit asspeciﬁed below, which will be the sole and exclusiveremedyfor anyfailurebyLogikcull tomeetits commitments under this SLA. Customer shall not be entitled to any other rights or remediesset forthintheMaster SubscriptionAgreement or elsewherefor aServiceLevel Failure.

Monthly uptimepercentage
UnpermittedDowntime SubscriptionExtension
≥98%<99%uptime >7hrs 5days
≥96%<98%uptime >14hrs 15days
<96%uptime >24hrs 30days

4. NOTIFICATIONPROCESS 20
a. Customer must notify Logikcull at [email protected] within 30 days after the end of themonth in which Logikcull allegedly violated the Uptime Guarantee (“ViolationNotiﬁcation”) inorder toreceiveaServiceCredit. b. For any partial calendar monthduringwhichCustomer subscribestotheService, availabilityandcompliance with the Uptime Guarantee will be calculated based on the entire calendar month,not just theportionfor whichCustomer subscribed.

5. EARNBACKPROCESS
a. Logikcull may Earn Back some or all Service Credits granted to Customer for a violation of theUptimeGuaranteeasfollows:
i. Within 30 days following Logikcull’s receipt of aViolationNotiﬁcation, Logikcull shall submit toCustomer areport including:

1. Statistics showing Logikcull's performance of the applicable Service for the month inwhichaServiceLevel Failureisallegedtohaveoccurred

2. Thetypeof ServiceCreditsimposedfor suchServiceLevel Failures. b. If Logikcull's average performance during the relevant month equals or exceeds the UptimeGuarantee, then Logikcull shall be relieved frompaying anyServiceCreditsassessedduringtherelevant month. 21 ExhibitC – Security Guide
As part of Logikcull’s commitment to the protection of Hosted Data, Logikcull maintains information security standards relating to the provision of the Service for its customers, as outlined in this Security Guide (“Security Guide”). This Security Guide is subject to, incorporated in, and being entered into pursuant to the Master Subscription Agreement (“ Master Agreement”) between Logikcull and Customer. Any capitalized terms used but not de ﬁned in this Security Guide shall have their meanings set out in the Master Agreement. In the event of con ﬂict between this Security Guide and the Master Agreement, this Security Guide shall control.

1. SECURITY POLICIES. Logikcull will maintain at a minimum, industry standard security policies designed to apply industry- standard security controls and address applicable risk in order to protect the integrity of the Service and Hosted Data. Such security policies will be communicated and made available to all Logikcull personnel. Logikcull will endeavor to review all security policies no less than annually to ensure currency with changes to the risk environment.

2. LOGIKCULL PERSONNEL. Logikcull will conduct appropriate background checks, including criminal background checks, for all personnel prior to granting access to Hosted Data. Logikcull personnel will be required to sign con
ﬁdentiality agreements prior to being granted access to Hosted Data. Logikcull personnel who have a need to access Hosted Data in order for Logikcull to provide the Services to Customer, or as otherwise permitted under the Master Agreement, will complete security and privacy awareness training on an annual basis. Logikcull will maintain procedures for monitoring personnel compliance with Logikcull’s policies, including procedures for corrective and disciplinary actions, as necessary and appropriate.

3. ACCESSCONTROL . Customer is responsible for managing access to its Service account, including granting and removing access and con
ﬁguring permissions. Customer is responsible for monitoring access and permissions for its Users, including timely access revocation for identi ﬁed high risk personnel or terminated personnel. Logikcull will operate access controls to restrict access to Hosted Data to its internal authorized personnel who have a need to access Hosted Data in order for Logikcull to provide the Services to Customer, or as otherwise permitted under the Master Agreement. Logikcull will monitor its personnel’s access and permissions to ensure currency and access control procedures.

4. PASSWORD SECURITY. Logikcull will maintain policies designed to ensure password security, including but not limited to maintaining minimum password complexity requirements, password age restrictions and the enforcement of multi-factor authentication.

5. USER IDENTIFICATION, AUTHORIZATION, AND TRACKING. Users’ identi ﬁers will be unique.

Logikcull will use industry standard secure mechanisms for verifying identity and authorization access to Hosted Data. Access logs will be retained in accordance with Logikcull’s retention policy, or as otherwise required by applicable law.

6. SESSION CONTROL. Logikcull will implement session control standards to reduce the risk of compromised user sessions.

7. DATA PROCEDURES. Data will be classi ﬁed and identi ﬁed by data class. Hosted Data will be retained only as necessary to provide the Services pursuant to the Master Agreement and not more than 60 days post account termination. Hosted Data will be retained in system backups until such 22 Hosted Data is deleted in the ordinary course; provided not all Hosted Data in such system backups may be recoverable. Logikcull will maintain controls to help to ensure the integrity of the Hosted Data. Data will be encrypted at rest and in transit using industry standard encryption protocols (using AES-256 bit-encryption at rest and TLS 1.2 in transit or stronger). Subject in all respects to the terms of the Master Agreement and Customer’s control over deletion of Hosted Data, Logikcull will use secure data deletion mechanisms to help ensure that data is securely deleted and non-recoverable post-deletion action.

8. RISK MANAGEMENT. Logikcull will conduct risk assessments no less than annually to identify risk to the security and integrity of the Hosted Data. Risk ratings will be applied based on the potential impact and likelihood of occurrence. Risk will be tracked and remediated in accordance with the applicable criticality and prioritization.

9. PHYSICAL SECURITY. The Service is a cloud-hosted service that relies on its cloud providers for providing appropriate physical security measures. Logikcull will require its hosting providers to comply with ISO 27001, HIPAA, and SOC. Logikcull will annually reassess its hosting providers' continued compliance with these obligations. Logikcull will maintain policies and procedures for the hardening, distribution, inventory tracking, monitoring, reuse and destruction of media and devices.

10.CHANGE MANAGEMENT. Logikcull maintains a change management policy that is reviewed at least annually and approved by management designed to ensure that all changes comply with Logikcull’s security policies, service integrity is sustained and risks are properly managed.

11.BUSINESS CONTINUITY AND SERVICE RESILIENCY. Logikcull will maintain business continuity and disaster recovery plans that are tested no less than annually and updated in accordance with test
ﬁndings and applicable changes to the risk environment.

12.VULNERABILITY AND THREAT MANAGEMENT. Logikcull will maintain processes and procedures for identiﬁcation and mitigation of vulnerabilities and threats to the Hosted Data. a. Vulnerability Scanning- Logikcull will run monthly vulnerability scans of its production environment. Critical ﬁndings will be prioritized and all other ﬁndings will be monitored for remediation through standard patch cycles.
b. Penetration Testing- Penetration testing will be executed at least annually. A summary report of the test results will be made available to Customer upon request. c. Patch Management- Logikcull will maintain a patch management program. High risk systems will be patched on a monthly basis. Quarterly patching procedures will be applied for non-internet facing system components where rapid patching may present operational risk.

13.SECURITY INCIDENT AND BREACH RESPONSE. Logikcull will maintain incident and breach response protocols. Responsible parties will be identi
ﬁed, and responsibilities properly
communicated. In the event of a data breach of the Services, Logikcull will communicate breaches to Customer (if impacted) in a timely manner in accordance with Logikcull’s applicable policies, industry standard and regulatory requirements.

14.AUDIT REPORTS. Upon Customer’s request, and subject to the con ﬁdentiality restrictions set forth in the Master Agreement, Logikcull will provide executive summaries of its annual SOC 2 audit reports and annual penetration test result.
23 CAO:650-10\mlp\Legal Files\Administration\StaffReport\Logikcull Agreement

Thousand Oaks City CouncilJune 20, 2023

Thousand Oaks City Council
June 20, 2023