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HomeMy WebLinkAbout2023-041-E-IT Dept-RecTrac-Parks and RecRevised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 26th day of January, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and RecTrac, LLC d/b/a Vermont Systems (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated December 7, 2021, (hereinafter the “Original Agreement”), for the provision of services for the RecTrac and WebTrac applications (recreation management software); and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 6/30/2024. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: PayTrac Payment Services. 3. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of $36,603 (over 3 years) – this is $32,303 from existing contract plus $700 one-time setup/training fee plus expected credit card fees of $1,200/year. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Patrick Hayden County Manager President DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 1/27/20231/27/2023 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: RecTrac, LLC d/b/a Vermont Systems Party/Vendor Contact Person: Patrick Hayden Contact Phone: 802-879- 6993 Party/Vendor Address: 12 City Essex Junction State: VT Zip: 05452 Department: IT Amount: $36,603 Purpose: Parks & Rec and Aging activities software maintenance Budget Code(s): $33,003 from 10315020-625010 and $3,600 from 10230020-682002 (over 3 years) Vendor # 54244 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 26 January 2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If servic es related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer ___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 1/27/2023 1/27/2023 1/27/2023 1/27/2023 Explanation of Quote:PayTrac Payment Processing - Pricing Proposal Orange County ITPrepared For: Sonia Ensenat, IT Systems Application Manager Contact Email: Contact Name: sensenat@orangecountync.gov Zach Daley (Solutions Consultant) Toll Free: Email:ZachD@vermontsystems.com 877-883-8757 Prepared By: Contact Phone:919-245-2290 Direct Phone:802-255-2111 Vermont Systems Integrated Payment Processing Option - PayTrac Note: Hardware Pricing Information: hardware options for the PayTrac solution: - To purchase devices, you would visit our POS Portal Partner Site: https://partner.posportal.com/vermontsys/vermont/ Hillsborough, NC Notes: Services (recurring)Qty Unit Price Monthly Price Software Subscription PayTrac Payments - Monthly Services per Merchant †(3)4 $25.00 $100.00 $1,200.00 PayTrac PayTrac Payments - $0.25 Per Transaction Flat Fee †(4)1 $0.00 $0.00 $0.00 PayTrac Payments - 2.75% Per Transaction †(5)1 $0.00 $0.00 $0.00 Tax:$0.00 Total:$1,200.00 Training & Expenses Qty Unit Unit Price Price PayTrac Configuration 4.0 Hour $175.00 $700.00 Tax:$0.00 Total:$700.00 TOTALS: Services (recurring) (prorated year 1)$1,200.00 Training & Expenses $700.00 Total:$1,900.00 For planning purposes, the annual recurring cost will be: $1,200.00 † Footnotes: 3 Software Subscription Fee: $25.00 per month, per merchant account 4 Credit Card Processing transaction fees: $.25 per transaction flat fee 5 Credit Card Processing transaction fees - PayTrac Payments - 2.75% Per Transaction 1www.vermontsystems.com sales@vermontsystems.com Quote Number: QUO-11578-T8L3Z6 11/16/2022 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change Attachment ADocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 1 Template: CNT-VS-QM-SA Payment Service Addendum 07APR2022-CE-V01 ©RecTrac, LLC All rights reserved. Last Revision: 5/9/2022 PAYTRAC PAYMENT SERVICES ADDENDUM This PayTrac Payment Services Addendum (“Addendum”) between RecTrac, LLC d/b/a Vermont Systems (“VS”) and Orange County (NC) (“Customer”) is intended to revise the Services Agreement, inclusive of all relevant attachments, schedules, exhibits and/or Addenda (collectively, “Agreement”) previously or simultaneously executed between the Parties by adding to the Agreement the terms and conditions listed below. 1 TERM. The term of this Addendum will commence on the date executed by the Customer and will run coterminus with the Agreement. 2 PAYMENT SERVICES. Customer is adding VS PayTrac Payment Services to the suite of products and services it is receiving from VS (as reflected in the Order Schedule) at the rates described in the attached Schedule A. VS will provide Customer with Payment Services pursuant to a separately executed Sub-Merchant Agreement, inclusive of Customer’s Sub-Merchant Application and Agreement (“SMAA”) and VS’s PayTrac Payment Service Terms & Conditions, each of which shall be incorporated by reference into the Agreement. 3 SOFTWARE UPDATES. To maintain the highest level of security for payment processing, the Customer agrees to operate on the most recent release of the software within 30 days of its general release. Extended delays to update the software may impact the ability to safely proce ss transactions and VS reserves the right to disable processing until the software is updated. 4 MISCELLANEOUS. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there is any conflict of inconsistencies between this Addendum and the Agreement, this Addendum will control. VS’s acceptance may be evidenced by its fulfillment of the Agreement which this Addendum revises. AGREED TO AND ACCEPTED BY: Orange County (NC) _________________________________ _____________________ Print Name: Date Title: DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 Jim Northrup 1/27/2023 Chief Information Officer 1 Template: CNT-VS-QM-SA Payment Services Rates and Fees 04APR2022-CE-V01 ©RecTrac, LLC All rights reserved. Last Revision: 5/9/2022 SCHEDULE A: PAYTRAC PAYMENT SERVICE RATES & FEES * TRANSACTION PARTIES FUNDING** Customer / Sub-Merchant: Orange County (NC) Funds received by 7:00pm ET will be deposited in Customer’s designated account within three (3) business days Payment Facilitator: RecTrac, LLC d/b/a Vermont Systems Payment Processor: WorldPay, LLC Sponsor Bank: Fifth Third Bank * Customer acknowledges and accepts that VS will collect its fees and charges for Payment Service directly from the EFT/ACH draft associated with the business location. ** VS is not responsible for funding delays due to weekends, federal holidays or Force Majeure events or incidents. *** Daily settlement cut-off times are 7:30pm ET for E-commerce and 9:00pm ET for Card Present MIDS. FLAT RATE MODEL CREDIT CARD PROCESSING FEES Mastercard Visa Discover Per electronic authorization $ 0.25 Per electronic authorization reversal (void) $ 0.25 Per sale transaction $ 0.25 Per refund transaction $ 0.25 Per credit card decline $ 0.25 Credit card account updater fee If & when available and option selected/elected $ 1.00 Per chargeback request or return processed $ 25.00 Mastercard-Visa-Discover acquired gross purchase sale % 2.75 % American Express Per AMEX sale transaction (AMEX Direct) $ 0.25 Per AMEX refund transaction (AMEX Direct) $ 0.25 Credit card account updater fee If & when available and option selected/elected $ 1.00 Per chargeback request or return processed $ 25.00 Per AMEX acquired settled transaction (Opt Blue)* $ 0.25 AMEX acquired gross purchase sale % (Opt Blue) 2.75 % DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 2 Template: CNT-VS-QM-SA Payment Services Rates and Fees 04APR2022-CE-V01 ©RecTrac, LLC All rights reserved. Last Revision: 5/9/2022 Customer INITIALS: __________ * VS shall be permitted to switch its primary merchant account to Opt Blue without Sub-Merchant approval or pre-authorization. ACH PROCESSING FEES (if and when available & option selected/elected) ACH / e-Check Processing ACH fee per sale transaction $ 1.00 ACH fee per refund transaction $ 1.00 ACH return fee per item $ 1.50 ACH account updater fee $ 0.50 ACH notification of change $ 1.50 ACH auto redeposit $ 0.50 INSTANCE-BASED FEES Funding Fees Per fiscal day overdraft fee $ 110.00 Per wired funds transfer $ 15.00 Per ACH credit / debit per funds transfer $ 0.10 OTHER FEES PCI Non-compliance Fee (Monthly rate) per MID, to be assessed if the Customer is found to be PCI non-compliant, not to exceed $75.00 total. $ 25.00 NOTES DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 1 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 PAYTRAC PAYMENT SERVICE TERMS AND CONDITIONS 1. SUB-MERCHANT AGREEMENT. These PayTrac Payment Service Terms and Conditions govern the terms and conditions under which we, as a payment facilitator, will agree to provide you, as a sub-merchant, with certain payment-related services. For purposes of this Sub-Merchant Agreement, the sub-merchant identified in the Sub-Merchant Application and Agreement (“SMAA”) will be identified as “you, “your,” or “Sub-Merchant.” These Payment Terms and Conditions, together with your completed and approved SMAA, will form a binding “Sub-Merchant Agreement” between you and the payment facilitator identified in the SMAA (“we,” “us,” “our,” or “Payment Facilitator”). If you are receiving Payment Services (defined below) from us, then your Sub-Merchant Agreement will become part of your overall Agreement with us, which Agreement includes, in addition to the Sub-Merchant Agreement, our Terms of Service, Privacy Policy and other referenced exhibits, schedules or addenda. Terms not defined herein shall have the meanings as set forth in Section 1 of the Terms of Service. 2. PAYMENT SERVICES. Provided you satisfy the underwriting criteria for receipt of Payment Services and remain in compliance with the Agreement, we will agree to provide you with the payment services as described in the Agreement (collectively, “Payment Services”). In exchange for Payment Services, you agree to pay us the rates, fees and other charges described in the Agreement (collectively, “Fees”). Besides us, there are other third parties involved in the facilitation and processing of Payment Services; these third parties include banks (i.e., acquiring bank, sponsor bank), the major card networks/associations such as Visa, Mastercard, Discover and American Express (collectively, “Card Brands” unless referred to individually by name), and our designated payment processor (“Processor”). Each of these parties serve an important function in the facilitation, processing and settling of transactions associated with your business. By designating us as your agent for payment facilitation services, and remaining in compliance with the terms of the Agreement (including payment of all of our Fees), you will receive the right to accept payments from customers, clients and/or members (collectively, “End Users”) through validly issued bankcards (“cards”) associated with the Card Brands, and/or, if approved, through automated clearing house transactions (“ACH”) regulated by the National Automated Clearing House Association (“NACHA”). We will only provide you with Payment Services for transactions run on active, non-defaulted End User agreements properly delivered to us through the appropriate system in accordance with the Agreement’s terms and conditions including, without limitation, this Sub- Merchant Agreement. 3. APPLICATION PROCESS; UNDERWRITING; APPROVAL FOR PAYMENT SERVICES. Completion of the SMAA and submission through our standard underwriting process shall be a pre-requisite and pre-condition to your receipt of Payment Services. If you fail to meet our then-current underwriting requirements, or the then-current underwriting requirements of our Processor (as applicable), you shall not be allowed to receive Payment Services. Federal regulations such as the USA Patriot Act or FinCEN require financial institutions (i.e., banks) to verify the identity of persons seeking to open a depository account. Our Processor, in turn, requires that we submit certain information about each sub-merchant through underwriting prior to such sub-merchant’s receipt of payment services. Information that we may request includes, but is not limited to, basic sub- merchant information such as entity name, business address, tax number, date of formation, years in business ; transaction information, processing volumes, payment types accepted, address of business locations where p ayments may be accepted; and information about who owns and controls the sub-merchant. It shall be your sole responsibility to provide us with all required information, to ensure the accuracy and completeness of the information provided, to provide us with timely and accurate updates if your information changes, and to make the required acknowledgements and authorizations related to Payment Services as described in the Sub-Merchant Agreement. We (and our Processor, as applicable) will base underwriting decision on the information provided. If, after approval, we discover that certain information provided in the SMAA was false, incomplete, misleading or inaccurate, as determined by us or our Processor, we reserve the right to suspend or term inate Payment Services immediately at our discretion. If you pass underwriting and your application is approved, then your SMAA will automatically convert to a Sub-Merchant Agreement which incorporates these Payment Terms & Conditions (and other documents forming the Agreement) by reference. Underwriting approval and conversion of your application to a Sub-Merchant Agreement may occur without notice to you. Your failure to notify us of changes to your business may be considered a material breach of the Sub-Merchant Agreement. You expressly authorize us to make business and/or personal credit inquiries (including, without limitation, credit report inquiries into your directors, officers and principals), identity -verification inquiries, transaction-verification inquiries (including, without limitation, contacting End Users to verify transactions), and any other inquiry or background check that we consider reasonably necessary as related to our provision of the Payment Services. You further agree to provide us with any information or documentation requested by the Processor, the Card Brands and/or the bank(s). 4. DESIGNATION AS LIMITED PAYMENTS AGENT. By entering into this Sub-Merchant Agreement, you are appointing us as your limited payments agent for the sole purpose of receiving, holding and settling payments made to you for your goods and services as validly entered in and through our system or platform. We will settle payments that are actually received by us to you, less any amounts owed to us, including fees and other obligations, and subject to the terms and conditions of the Agreement, including without limitation, this Sub -Merchant Agreement. You agree that a payment received by us on your behalf satisfies an End User’s (i.e., a payor’s) obligation to make payment to you, regardless of whether we actually settle the payment to you. If we do not settle the payment to you, you will only have recourse against us and not the End User, as payment is deemed made by an End User to you upon constructive or actual receipt of funds by us. We will process DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 2 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 transactions in accordance with your written instructions, the agreement(s) in place with us or End Users, and applicable law, rules or regulations. 5. DESIGNATED ACCOUNT. You will be required to open and maintain a business bank account with a U.S.-chartered bank (your “Designated Account,” or, if you have more than one account, your “Designated Accounts”). Each sub-merchant entity must have its own Designated Account and the name on the Designated Account must match the sub-merchant’s legal entity name or registered doing-business-as name. All remits or other deposits to you as associated with Payment Services will be made into your Designated Account(s). 6. PROHIBITED ACTIVITIES. In receiving Payment Services, you shall not, through yourself or a third party: (a) submit any transaction to us that was previously charged back and subsequently returned to you, irrespective of cardholder approval; (b) knowingly submit any transaction that is illegal or that you should have known was illegal (you acknowledge that such transaction must be legal in both your and the cardholder’s jurisdiction); (c) submit a transaction that you know, or should have known, is either fraudulent or not authorized by the cardholder; (d) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed, nor request a Card Verification Value 2 (“CVV2”) for a card-present transaction, nor retain or store any portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Card Brands operating regulations or this Sub-Merchant Agreement, including CVV2; (e) add a surcharge to transactions except as expressly permitted by, and in full compliance with, the Card Brands operating regulations; (f) charge a minimum or maximum amount for a transaction unless expressly authorized by, and in full compliance with, the Card Brands operating regulations; (g) disburse funds in the form of cash unless you are participating in full compliance with a program supported by a Card Brand for such cash disbursements and in full compliance with the Card Brand’s operating regulations; (h) submit a transaction that does not result from an act between you and a cardholder; (i) accept a card issued by a U.S. issuer to collect or refinance an existing debt, unless expressly authorized by, and in full compliance with, Card Brand operating regulations; (j) request or use a card account number for any purpose other than as payment for your goods or services; (k) add any tax to transactions, unless applicable law expressly requires that you are permitted to impose a tax (in such event, any tax amount, if allowed, must be included in the transaction amount and not collected separately); (l) process transactions for, receive payments on behalf of, or redirect payments to a third party (unless required by law); (m) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, in any way, any portion of the Payment Services; (n) interfere with or violate any other of our services or End User’s right to privacy or other rights, or harvest or collect personally identifiable information about End Users without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (o) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (p) transmit or otherwise make available in connection with the Payment Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) interfere with or disrupt the operation of the Payment Services, or the servers or networks that host the Payment Services or make them available, or violate any requirements, procedures, policies, or regulations of such servers or networks; (r) sell, license, or exploit for any commercial purposes any use of or access to the Payment Services other than as permitted by us; (s) forward any data generated from the Payment Services without our prior written consent; (t) sublicense any or all of the Payment Services to any third party; and/or (u) transfer or assign your account password or credentials, even temporarily, to a third party. We reserve the right to monitor you and your End User’s use of the Payment Services to ensure compliance with the Agreement includin g, without limitation, this Sub-Merchant Agreement and applicable law. If we determine that you are not in compliance with the Sub-Merchant Agreement, we reserve the right to take appropriate remedial action including, without limitation, suspending or terminating Payment Services, or suspending or terminating your access to the system or platform. In receiving Payment Services, you further acknowledge, represent and warrant that you will not make Payment Services available to (i) any person who appears o f the U.S. Department of Treasury Office of Foreign Assets Control Specially Designated Nationals list; (ii) any person who is less than 18 years of age; (iii) any person or entity who has been previously terminated for cause by us, or any of our affiliate s; and (iv) who is not domiciled in the U.S. 7. SUB-MERCHANT REPRESENTATIONS. You represent and warrant that (a) you are at least 18 years of age; (b) if an individual account, you are a sole proprietorship validly existing in the United States, Canada, or its territories, and if an entity, that the entity was validly formed, registered and is in good standing in at least one of the fifty United States, Canada, or its territories; (c) you have never been placed on the MasterCard MATCH system or th e Combined Terminated Merchant File, and if so, you have disclosed this to us; and (d) all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from you . 8. END USERS. We are not a party to any contract or business relationship that you may have with End Users, and we shall have no obligations or liability under any such agreement or business relationship. You are solely responsible for your own products and services, and for the content and legality of your own contracting documents with End Users (“End User Agreements”). Notwithstanding the foregoing, to the extent we determine that the language in your End User Agreement is inadequate to protect our interests or authorize Payment Services (and, specifically, the billing of End User accounts for your products and/or services), we may require you to include a payment authorization provision acceptable to us in your End User Agreement. If you fail to include such a provision in your End User Agreements, we may consider this a material breach of DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 3 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 the Sub-Merchant Agreement and/or suspend Payment Services (permanently or temporarily) based on your non-compliance. We make no representations or guarantees with respect to End User fund availability, that a transaction is or will be authorized or processed, or that a transaction will not later result in a chargeback or reversal. 9. REGULATORY STATUS. In providing Payment Services to you, we are your designated agent for ce rtain payment facilitation services, as integrated with our proprietary technologies, but always acting at your direction in accordance with the contracts that have been entered into including, without limitation, the Sub-Merchant Agreement. We are not a bank, money transmitter or other money services business. The Payment Services that we offer and the payment transactions that we help to facilitate involve the use of our own proprietary technologies and the efforts of third parties such as banks, the Ca rd Brands, and our Processor. 10. TERM; TERMINATION OF PAYMENT SERVICES. The term of this Sub-Merchant Agreement will run concurrently with the Term as described in your Agreement. As applicable, if we have entered into a Master Vendor Agreement with your franchisor, then the term of this Sub-Merchant Agreement will run concurrently with the Term as described in the Master Vendor Agreement. We shall have the right to terminate this Sub-Merchant Agreement at any time for any reason, or for no reason, and shall have no liability to you for any such termination . Upon termination, you shall immediately cease using the Payment Services. We shall have the right to delete your Designated Account information upon termination of the Sub-Merchant Agreement, but we shall also have the right, at our choosing, to retain copies of such information for up to five (5) years at our cost. This Sub-Merchant Agreement shall terminate immediately if a bank, the Card Brands or our Processor require us to terminate the Sub-Merchant Agreement. Upon termination of Payment Services for any reason, you shall remain liable for any and all outstanding Fees owed. 11. TAXES. It is your sole responsibility to determine what, if any, taxes apply to the sale of your products and services, or the payments you receive in connection with your use of our Payment Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax ing authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowl edge that we will satisfy all IRS reporting requirements as required by law, including providing the IRS with an information return on your card transactions and third-party network transactions. We will also comply with any lawful orders, garnishments or tax levies associated with your account. This provision shall be read in conjunction with, and not in conflict of, any tax-related provision in the Terms of Service. 12. CARD BRAND RULES. If you accept cards issued by any of the major Card Brands, then in addition to these Payment Terms and Conditions, you will also be obligated to comply with Card Brand rules and regulations, the terms of which are incorporated by reference herein. The operating regulations for each of the major Card Brands can be accessed at the links below: ▪ VISA: usa.visa.com/merchants/operations/op_regulations.html ▪ Mastercard: https://www.mastercard.us/en-us/business/overview/support/rules.html ▪ American Express: www.americanexpress.com\merchantopguide ▪ Discover: https://www.discovernetwork.com/en-us/faq ▪ For transactions involving ACH, a copy of the NACHA operating rules and guidelines are available at www.achrulesonline.org. Nothing in this Sub-Merchant Agreement shall be read or construed to interfere with or lessen the right of the Processor, the bank(s), or the Card Brands to terminate this Sub-Merchant Agreement; and, if this occurs, such termination shall not be considered a material breach of the Agreement by us. In the event of a conflict between this Sub -Merchant Agreement and the Card Brand’s operating regulations, the Card Brand operating regulations will control. With respect to the Card Brand operating regulations, you acknowledge and agree that: (a) you will be responsible for the actions of your employees and agents; (b) you will comply with all applicable laws and regulations and all applicable parts of the operating regulations, including those parts regarding the ownership and use of Card Brand marks; (c) you will notify us, as your payment facilitato r, of any third-party that will have access to Cardholder Data; (d) you will comply with, and will contractually require your suppliers and agents to comply with, the provisions of the Cardholder Information Security Program (CISP) and PCI DSS, or other security program as required by a Card Brand and demonstrate compliance with these security obligations; and (e) Card Brands may conduct, or direct another party to conduct, an audit of you at any time, and you must comply in all material respects with such audit until its completion. 13. AMERICAN EXPRESS OPT-BLUE PROGRAM. The following provision only applies if you are participating in the American Express Opt-Blue Program, as controlled by the American Express OptBlue Program operating regulations. As a participant in the American Express Opt-Blue Program: (a) you must comply with, and accept American Express cards in accordance with the terms of this Sub-Merchant Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time; (b) you acknowledge that the American Express Merchant Operating Guide is incorporated by reference into this Sub-Merchant Agreement and is available online here; (c) you expressly authorize us to submit transactions DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 4 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 to, and receive settlement from, American Express on your behalf; (d) you expressly consent to our collection and disclosure of transaction data, Sub-Merchant Data, and other information about you to American Express, and to American Express using such information to perform its responsibilities in connection with the American Express Program, promote the American Express network, perform analytics and create reports, and for any other lawful bu siness purposes, including commercial marketing communication purposes within the parameters of the program agreement, and important transactional or relationship communications from American Express. In addition, you acknowledge and agree that: (i) you may opt-out from receiving future commercial marketing communications from American Express; (ii) you may be converted from the American Express Program to a direct card acceptance relationship with American Express if and when you become a high CV mercha nt in accordance with Section 10.5, “High CV Merchant Conversions,” and upon conversion, you will be bound by American Express’ then-current Card Acceptance Agreement and American Express will set pricing and other fees payable by you for card acceptance; (iii) American Express may use information obtained in the SMAA at the time of setup to screen, communicate and/or monitor you in connection with card marketing and administrative purposes; (iv) you shall not assign to any third party any payments due to y ou under your respective End User Agreement, and further agree that all indebtedness arising from charges will be for bona fide sales of goods and services (or both) at your establishments and free of liens, claims, and encumbrances other than ordinary sal es taxes, provided, however, that you may sell and assign future transaction receivables to us, our affiliated entities and/or any other cash advance funding sources who partner with us or our affiliated entities without consent of American Express; (v) American Express is a third-party beneficiary to this Sub-Agreement and retains all rights, but not obligations, in the Sub- Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Payment Facilitator’s Sub-Merchant Agreement against you; (vi) you may opt out of accepting cards at any time without directly or indirectly affecting your rights to accept other payment products; (vii) we may terminate your right to accept cards if you breach any of the provisions in this Section or the American Express Merchant Operating Guide; (viii) we have the right to immediately terminate the Sub-Merchant Agreement for cause, for fraudulent or other activity, or upon American Express' request; (ix) your refund policies for purchases on a card must be at least as favorable as your refund policy for purchases on any other payment products, and you further agree that the refund policy be disclosed to cardmembers at the time of purchase and in compliance with applicable law; (x) you are prohibited against billing or collecting from any cardmember for any purchase or payment on the card unless chargeback has been exercised, you have fully paid for such charge, and you otherwise have the right to do so; (xi) you must comply with applicable laws, rules and regulations relating to the conduct of your business, including the DSR and PCI DSS, each as described in Chapter 15, “Data Security;” (xii) you will report all instances of a data Incident immedia tely to us after discovery of the incident; (xiii) you will cease all use of, and remove American Express’ licensed marks from your website and wherever else they are displayed upon termination of this Sub -Merchant Agreement or your participation in the Program; (xiv) you will ensure data quali ty and agree that transaction data and customer information will be processed promptly, accurately and completely, and will comply with the American Express technical specifications; and (xv) you are solely responsible for being aware of and adhering to privacy and data protection laws and will provide specific and adequate disclosures to cardmembers on the collection, use, and processing of personal data. 14. PCI DSS. We have implemented certain technical and procedural safeguards to keep Cardholder Data sa fe and will continue to comply with Payment Card Industry Data Security Standards (“PCI DSS”) as a Level 1 service provider to the extent we store, process or transmit Cardholder Data on your behalf. As a sub -merchant, you also have certain PCI DSS obligations to help keep Cardholder Data safe. Please visit this link to learn more about what you can and should do to protect payment transactions at your place of business. We reserve the right to suspend Payment Services for as long as we deem reasonably necessary to investigate suspicious or unusual activity associated with your account, and we shall have no liability to you for any losses that may be attributable to the period of suspension. Similarly, if you know or have reason to believe there has been a security intrusion that has or may result in unauthorized access to Cardholder Data, you must notify us immediately. 15. PROCESSING LIMITS. We reserve the right to assign a maximum dollar amount (“Processing Limit”) per sales ticket and an aggregate maximum dollar amount of card and ACH transactions per calendar month to your account. If we assign a Processing Limit, we will communicate it to you in writing. 16. MERCHANT SERVICES AGREEEMENT WITH PROCESSOR. In the event you process more than $1,000,000 in Visa transactions and/or $1,000,000 in MasterCard transactions (or such other amount as provided by the Card Brand’s operating regulations) in any twelve month period (“Benchmark Amount”), then in addition to this Sub-Merchant Agreement with us, you may also be required to enter into a “Merchant Services Agreement for Sub-Merchants” with our Processor, the terms of which will be independently enforceable by our Processor. 17. NEGATIVE ACCRUALS. We reserve the right to collect a “Negative Accrual Fee” if your account goes negative during any given remit cycle. For clarity, we will only assess the Negative Accrual Fee once during a remit cycle period regardless of the number of times your account actually goes negative during that period. A “Negative Accrual” occurs where the total liabilities associated with your account exceed the total available funds in the account during a given remit cycle. 18. ADVANCES. An advance is any disbursement of funds prior to the regularly scheduled remit date. Any requests for an advance will be considered on a case-by-case basis although, as a general policy, we will not honor advance requests. Any DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 5 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 advance request must be sent to us in writing. If an advance is granted, you agree to pay a “Remit Advance Fee” for each advance provided. 19. RECONCILIATIONS; ERROR REPORTING. You are responsible for reconciling your transaction history or remit reports with your actual transactions and you agree to notify us of any errors or discrepancies (each an “Error”). We will investigate reported Errors and attempt to promptly rectify them. In the event you are owed money as a result of an Error, we will transfer funds to your Designated Account at the next scheduled remit or pay-out cycle. Errors not reported to us within 60 days from when they first appear on your transaction history or remit report will be deemed waived. 20. SALES TRANSMITTALS. You will retain a copy of the sales transmittal for the completed transaction for 25 months or such longer period as the Card Brand operation regulations may require. Within three business days of our request, you will produce copies of sales transmittals and other transaction evidence. 21. RECURRING TRANSACTIONS. You will be required to obtain an End User’s prior written consent for recurring transactions. In obtaining such consent, End Users should be made aware of the product or service they are purchasing, the frequency of charges, the length of the contract’s term, and clear notice about how to properly cancel the recurring charges. 22. ACH PROCESSING. To enable you to make and accept ACH payments, you authorize us to originate credit or debit records for the purpose of a funds transfer into the ACH network (“Entries”). We will use reasonable efforts to originate Entries on your behalf in accordance with the Sub-Merchant Agreement. You must only submit Entries for bona fide transactions with your End Users made in the ordinary course of business. All disputes between you and any of your End Users relating to any ACH transaction must be resolved between you and them. If we receive any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. We bear no financial responsibility for any disputed transaction. If we respond to a dispute or transaction inquiry on your behalf, you consent to pay our additional fees associated with these services. 23. REFUNDS; RETURNS. You agree to process returns of and provide refunds and adjustments for products and/or services in accordance with your End User Agreements. In managing refunds and returns, you agree to: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to End Users at the time of purchase; (c) not give cash refunds to an End User in connection with a card sale unless required by law; and (d) not accept cash or any other item of value for preparing a card sale refund. Your refund policies should be the same for all payment methods and should specifically include a requirement for prompt payment of refunds in order to mitigate chargeback risk. 24. CHARGEBACK LIABILITY. For any transaction that results in a chargeback, we may withhold the chargeback amount in a reserve account. You grant us authorization to recover the amount of any chargeback and any associated fees, fines, or penalties listed in the Agreement, your End User Agreements, or assessed by a Card Brand or Processor. If you have pending chargebacks, we may delay payouts as necessary. Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from remits otherwise due to you until such time that (a) the chargeback is assessed due to an End User (cardholder) complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the End User (cardholder) may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur. If we are unable to recover funds related to a chargeback for which you are liable, you agree to pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you. 25. RESERVE; SECURITY INTEREST. Where deemed necessary or appropriate by us or our sponsor bank, we (or our sponsor bank) shall create a reserve account (“Reserve”) in order to protect us or the sponsor bank from actual or potential liabilities under this Sub-Merchant Agreement. The Reserve will be in an amount determined by us in our sole and absolute discretion to cover anticipated chargebacks, returns, unshipped product and/or unfulfilled services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by us (or at the direction of our sponsor bank). Where the Reserve is not adequately funded, you shall pay all amounts requested by us for the Reserve within one business day of a request for such amounts and we may build the Reserve by offsets from Remits, transaction settlements or by debiting by ACH any of your Designated Accounts with available funds. You hereby grant us a security interest in and lien on any and all funds held in any Reserve, and also authorizes us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Sub-Merchant Agreement, including without limitation, for any reversals of deposits or transfers. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to the Reserve. 26. RECOUPMENT OF FEES. Where Fees are owing by you to us under the Agreement, we shall have the right to immediately, without prior consent or notice, offset or debit such amounts from funds: (a) deposited by you into your Designated Account(s); (ii) due to you as remits; (c) held in the Reserve; or (d) available in your other payment instrument registered with our sponsor bank (if any). Your failure to pay all Fees owed to us on demand will be a breach of this Sub-Merchant Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 6 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 expenses, collection agency fees, and interest at the lesser of one -and-one-half percent (1.5%) per month or the highest rate permitted by applicable law. In our discretion, we may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent sub-merchant accounts may be made by us or by a third party acting on our behalf, including but not limited to a collections company. 27. INTELLECTUAL PROPERTY. We reserve all rights not expressly granted to you in the Agreement, including without limitation, this Sub-Merchant Agreement. We own the title, copyright and other worldwide intellectual property rights in the Payment Services and all technology, components, systems, and hardware associated therewith. This Sub-Merchant Agreement does not grant you any rights to our trademarks or service marks, nor may you remove, obscure, or alter any of our trademarks or service marks included in the Payment Services. All comments and suggestions of or concerning the Payment Services provided to you shall be our property and you shall not have any rights therein. 28. REIMBURSEMENT. You agree to reimburse us and all third parties that assist in providing the Payment Services (including the bank(s), the Card Brands and our Processor), as well as our/their employees, directors, and agents for any and all losses , costs, or damages that we suffer, (inclusive of attorneys' fees and court costs) arising out of any claim, action, a udit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or related to: (a ) any actual or alleged breach of your representations, warranties, or obligations set forth in the Sub -Merchant Agreement; (b) your wrongful or improper use of the Payment Services; (c) any transaction submitted by you through the Payment Services (including without limitation the accuracy of any product information or service that you provide or any claim or dispute ari sing out of products or services offered or sold by you); (d) your violation of any third -party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any applicable law; or (f) any othe r party’s access and/or use of the Payment Services with your access credentials. 29. NO WARRANTIES. THE PAYMENT SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. USE OF THE PAYMENT SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PAYMENT SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 30. LIMITATION ON LIABILITY. WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES. OUR LIABILITY UNDER THIS SUB-MERCHANT AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED $5,000. WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (A) YOUR ACT OR OMISSION, OR THE ACT OR OMISSION OF ONE OF YOUR AFFILIATES OR END USERS; (B) YOUR USE OF OR INABILITY TO USE THE PAYMENT SERVICES; (C) DELAYS OR DISRUPTIONS IN THE PAYMENT SERVICES; (D) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE PAYMENT SERVICES; (E) BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE PAYMENT SERVICES; (F) ACT OR OMISSIONS OF THIRD PARTIES; (G) A SUSPENSION OR OTHER ACTION TAKEN IN ACCORDANCE WITH THE TERMS OF THIS SUB- MERCHANT AGREEMENT; (H) OUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR DIMINISHED ABILITY TO DO BUSINESS AS A RESULT OF CHANGES TO THIS SUB-MERCHANT AGREEMENT OR OUR POLICIES OR PAYMENT SERVICES MADE IN ACCORDANCE WITH THIS SUB-MERCHANT AGREEMENT OR APPLICABLE LAW; (I) ANY BREACH BY YOU OF THIS SUB-MERCHANT AGREEMENT; (J) INCORRECT OR INCOMPLETE TRANSACTION INFORMATION; OR (K) OUR ELECTION TO SUSPEND PROVIDING PAYMENT SERVICES ON THE BASIS OF OUR LEGAL, COMPLIANCE, OR RISK POLICIES. 31. TIME LIMIT TO INITIATE A DISPUTE. Unless otherwise required by law, an action or proceeding by you relating to any dispute or claim by you under this Sub-Merchant Agreement must commence within one year after the cause of action accrues, failing which you forego any rights in respect thereof. 32. CONFIDENTIALITY. Unless otherwise required by law, you shall, and shall cause your affiliates to, hold in strict confidence at all times following the date hereof all of our, our bank’s or our Processor’s Confidential Information, and neither you nor any of your affiliates shall use such Confidential Information for any purpose other than for the performance o f your duties and obligations hereunder. If you breach, or threaten to breach, any of the provisions of this section, in addition to any other rights we may have, including a claim for damages, we shall have the right to have the provisions of this section specifically enforced, and your breach or threatened breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such requirement being expressly waived by you), it being agreed that any breach or threatened breach of this section would cause irreparable harm to us in that money damages would not provide an adequate remedy. 33. PERSONAL GUARANTY. If an individual executes this Sub-Merchant Agreement on your behalf as a guarantor, then such individual personally guarantees performance by you hereunder, shall be deemed to be a guarantor for all purposes, and shall be joint and severally liable with you for all of your liabilities under the Sub-Merchant Agreement. 34. INDEPENDENT CONTRACTOR. The relationships of the parties to this Sub-Merchant Agreement shall be solely that of DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 7 ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02 Last Revision: 10/27/2022 independent contractors, and nothing contained herein shall be construed otherwise. Nothing in this Sub-Merchant Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. 35. ASSIGNMENT. You may not assign or otherwise transfer any or all of your rights or obligations under the Sub-Merchant Agreement without our prior written consent, and any assignment without such prior written consent will be null and void. We may assign any of our rights or obligations hereunder to a third party without written notice to you. 36. OTHER AGREEMENT TERMS; CONFLICT. Upon SMAA acceptance, this Sub-Merchant Agreement shall be considered incorporated by reference into your overall Agreement with us. To the extent any provision of this Sub-Merchant Agreement directly conflicts with any other provision of the Agreement, then the Sub-Merchant Agreement’s terms shall be deemed to control. 37. COST REVIEW & POTENTIAL ADJUSTMENT. We will conduct a quarterly review of the overall card processing costs. The first review will begin six (6) months after the initial implementation. If there is a material increase in card processing costs, we reserve the right to increase fees associated with Payment Services. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 1 1 Template: CNT-VS-QM-SA Sub Merchant Application and Agreement 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: CNT-VS-QM-SA Sub Merchant Application and Agreement 19OCT2022-V03 Last Revision: 10/20/2022 SUB-MERCHANT APPLICATION AND AGREEMENT (SMAA) SECTION 1: SUB-MERCHANT INFORMATION Business / Sub-Merchant (provide legal entity name) Doing Business As (if applicable) Date of Formation Approx. Years in Business Business Address Tax ID (FEIN) Website (URL) Business Phone Primary Contact Name (for general communications) Primary Contact Phone Primary Contact Email Business Type (Select One) PUBLIC ☐ INDIVIDUAL CORPORATION PARTNERSHIP OTHER ☐ Sole Proprietorship ☐ S-Corp. ☐ General Partnership ☐ Non-Profit (501C) ☐ Individual ☐ C-Corp. ☐ Limited Partnership ☐ Government ☐ LLC ☐ Other: PRIVATE ☐ Has this business processed credit cards before? Has this business ever been terminated from accepting credit cards from any network? Will this business be running a presale prior to opening? What payment methods will the business accept? ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ NA ☐ Debit ☐ Credit ☐ ACH Briefly describe the nature of the services provided by this business? What types of payment would this business like to accept? ☐ In-Person ☐ Online ☐ Telephone ☐ Mail-In ☐ Recurring Billing SECTION 2: TRANSACTION INFORMATION (all financial assumptions approximated in USD) Annual Card Volume ($) Avg Ticket (Card) ($) Max Ticket (Card) ($) Annual ACH Volume ($) Avg Ticket (ACH) ($) Max. Ticket (ACH) ($) Total Annual Sales – All Transactions ($) SECTION 3: LOCATION INFORMATION (use additional pages if necessary) Location/Business Name Business Address Same as Section 1 Business Phone 1 ☐ 2 ☐ 3 ☐ 4 ☐ 5 ☐ 6 ☐ SECTION 4: MERCHANT ID INFORMATION (use additional pages if necessary) Merchant ID Account Name (will appear on statement) Associated Section 3 Location or Address Card Present Web Billing Service Fees Annual Card Revenue 1 Location #: ______ ☐ ☐ ☐ ☐ 2 Location #: ______ ☐ ☐ ☐ ☐ 3 Location #: ______ ☐ ☐ ☐ ☐ 4 Location #: ______ ☐ ☐ ☐ ☐ 5 Location #: ______ ☐ ☐ ☐ ☐ 6 Location #: ______ ☐ ☐ ☐ ☐ 1, 2, 3, 4 8,000 40,000 10,000 10,000 X X 4ASSET MANAGEMENT 1 3 2 X X PARKS & REC SEYMOUR PASSMORE 919-245-2015103 MEADOWLANDS DR., HILLSBOROUGH, NC 27278 2551 HOMESTEAD RD, CHAPEL HILL, NC 27516 919-968-2070 919-245-2625600 HWY 86 N, HILLSBOROUGH, NC 27278ASSET MANAGEMENT SVCS SEYMOUR CENTER PASSMORE CENTER coffenburg@orangecountync.gov 50,000XOC WEBTRAC 919-245-2510 300 WEST TRYON ST. HILLSBOROUGH, NC 27278OC RECREATION 355.0056.00118,000 Recreational activities, room reservations x x x x xx x x ORANGECOUNTYNC.GOV56-6000327 CHAZ OFFENBURG 919-245-2450 919-245-2453 300 W EST TRYON STREET HILLSBOROUGH, NC 272782621752 ORANGE COUNTY DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 2 Template: CNT-VS-QM-SA Sub Merchant Application and Agreement 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: CNT-VS-QM-SA Sub Merchant Application and Agreement 19OCT2022-V03 Last Revision: 10/20/2022 SECTION 5: OWNER INFORMATION Why Do We Need This Information? We require certain information about your ownership for compliance with federal Know-Your-Customer (or “KYC”) regulations promulgated by the Financial Crimes Enforcement Network Bureau of the U.S. Department of Treasury. KYC regulations seek to prevent financial crimes and the funding of terrorism, among other things. The information sought below is required by KYC regulations. Information about Beneficial Owners must be provided for any person or entity with a 25% or more ownership interest in the Sub-Merchant unless the Sub-Merchant is a Government Entity. Beneficial Owners may be natural persons (with Social Security Numbers) or they may be another legal entity (with a federal tax ID number). In addition to Beneficial Owner information, at least one (1) “Control Owner” must be provided. A Control Owner is not required to have an ownership interest in the Sub-Merchant (although they often do), and the Control Owner must be a natural person with significant responsibility to control, manage or direct the activities of the Sub-Merchant’s business. Control Owners often have the title of CEO, CFO, COO, Managing Member, General Partner, President or Treasurer. CONTROL OWNER (MUST BE A NATURAL PERSON; required fields for all applicants denoted with *; SSN and Driver’s License information only required for non-government entity) Full Legal Name * Social Security Number Date of Birth * Address (Home or Business) * Title Driver’s License State Driver’s License Number Phone (Home or Business) * Email * BENEFICIAL OWNER(S) (may be a natural person or legal entity; SSN and/or FEIN required; Beneficial Owner(s) information required for non-government entity) BENEFICIAL OWNER 1 Full Legal Name (Owner 1) SSN or FEIN Date of Birth / Date of Incorporation Address (Home or Business) Email Driver’s License State Driver’s License Number Phone Ownership Interest % BENEFICIAL OWNER 2 Full Legal Name (Owner 2) SSN or FEIN Date of Birth / Date of Incorporation Address (Home or Business) Email Driver’s License State Driver’s License Number Phone Ownership Interest % SECTION 6: BANKING INFORMATION (copy of a voided check or a bank letter with full account details listed will be required) Bank Name Account Name Routing Number Account Number ACKNOWLEDGEMENT: By signing below, Sub-Merchant expressly acknowledges that: (1) the individual signing this Sub-Merchant Agreement has the proper legal authority to bind the Sub-Merchant; (2) the Sub-Merchant’s Application for payment services may be rejected in underwrit ing but, once accepted, will constitute a legally binding Sub -Merchant Agreement with the Payment Facilitator identified below; (3) all information provided herein is true and accurate to the best of Sub -Merchant’s knowledge; (4) the Payment Service Terms and Conditions, and any other documents referenced as being part of the agreement, shall become part of this Sub-Merchant Agreement; (5) the Payment Facilitator’s provision of payment services under the Sub-Merchant Agreement shall be expressly conditioned on Sub-Merchant’s payment of all fees and other charges, and its compliance with VS’s Terms of Service and Privacy Policy, as may be revised from time to time; and (6) the authority granted herein shall be in the nature of a Power of Attorney, which shall be deemed created, is irrevocable and coupled with an interest. AUTHORIZATION: Sub-Merchant expressly authorizes the Payment Facilitator identified below to take the following actions: (1) to establish a prim ary merchant account with a payment processor of the Payment Facilitator’s choosing; (2) to access Customer Data, including but not limited to Cardholder Data, for the purpos es of providing the payment services contemplated by the Agreement; (3) to execute documents on Sub-Merchant’s behalf, or to take any other action which the Payment Facilitator deems reasonably necessary to provide its payment services to Sub -Merchant as described herein; (4) to access Sub-Merchant’s designated account(s) for purposes of received and accepting payments on settled transactions, together with any adjustments made on Sub - Merchant’s behalf; (5) to collect any Fees or other charges owed to Payment Facilitator, or any of Payment Facilitator’s aff iliates or subsidiaries, directly from the Sub-Merchant’s EFT/ACH draft; (6) to set up a reserve account where Payment Facilitator considers it reasonably necessary to protect its legitimate business in terests; (7) to withhold the remittance of any funds in accordance with lawful orders, garnishments and/or tax levies; (8) to rec oup, retrieve or collect from any source of available funds, including but not limited to the Sub -Merchant’s EFT/ACH draft, any Payment Facilitator expenditures related to Sub-Merchant’s eCheck returns, chargebacks, negative accruals or overdrawn accounts; and (9) to transfer billed amounts to an account held by Payment Facilitator to facilitate the settling of transactions run at the Sub -Merchant’s place or places of business. SUBMITTED AND AGREED TO BY: Sub-Merchant ACCEPTED BY: Vermont Systems, Payment Facilitator X X Name Date Name Date ORANGE COUNTY GENERAL 061000104 401036167Truist 300 West Tryon St. Hillsborough NC 27278 N/AN/A 919-245-2453 gdonaldson@orangecountync.gov CFO 12/25/1963N/AGary Donaldson Gary Donaldson Digitally signed by Gary Donaldson Date: 2023.01.05 11:16:25 -05'00' Gary Donaldson Digitally signed by Gary Donaldson Date: 2023.01.05 11:16:49 -05'00' DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/15/2022 Arthur J.Gallagher Risk Management Services,Inc. 201 E.4th Street,Ste 625 Cincinnati OH 45202 Susan D.Masters,CIC 513-977-3139 513-977-4641 susan_masters-oh@ajg.com Continental Insurance Company 35289 CLUBLLC-01 Continental Casualty Company 20443ClubessentialHoldings,LLC and all of its subsidiaries 4600 McAuley Place Ste 350 Cincinnati OH 45242-4765 Valley Forge Insurance Company 20508 Crum &Forster Specialty Insurance Co 44520 Indian Harbor Insurance Company 36940 American Casualty Company of Reading,PA 20427 541684075 C X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X X X N N 6079684571 11/15/2022 11/15/2023 2,000,000 C 1,000,000 X X X Hired PhyDam N N 6079684568 11/15/2022 11/15/2023 Hired PhyDam 75,000 A X X 2,000,000N607968460411/15/2022N 11/15/2023 2,000,000 X 10,000 F A XY6079684599 WC679684585 11/15/2022 11/15/2022 11/15/2023 11/15/2023 1,000,000 1,000,000 1,000,000 D B E Prof/Cyber-CM Crime-3rd Party Excess Prof/Cyber-CM TCM102448 652175238 MTE9044869 3/23/2022 11/15/2022 3/23/2022 3/23/2023 11/15/2023 3/23/2023 Ea Claim/Agg Ea Claim Ea Claim $5,000,000 $1,000,000 $5,000,000 Complete Named Insured:Clubessential Holdings,LLC;Clubessential,LLC;ClubReady,LLC;LEGP II Blocker (CR),Inc.;iKizmet,Inc;GymHQ,LLC; ClubReady Canada Software,ULC;RecTrac,LLC dba Vermont Systems;PrestoSports,LLC;Immersion Media,Inc dba ScoreShots;SuperFanU,Inc;RW2 Marketing &Design,Inc dba 1-2-1 Marketing;GolfCompete,Inc dba ForeUP;Exerp Buy Co.;Exerp America Inc.;BlueGolf,LLC OH Employers Defense Liability(Stop Gap):Policy#6079684571 11/15/2022-11/15/2023 $1,000,000/$1,000,000/$1,000,000 CGL:CNA74872XX(01/15)CNA Technology Broadening Endorsement provides: -Additional Insured by Contract,Agreement or Permit when required in a written contract with you; See Attached... Orange County Attn:Risk Management 200 South Cameron Street PO Box 8181 Hillsborough NC 27278 USA DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: CLUBLLC-01 1 1 Arthur J.Gallagher Risk Management Services,Inc.Clubessential Holdings,LLC and all of its subsidiaries 4600 McAuley Place Ste 350 Cincinnati OH 45242-4765 25 CERTIFICATE OF LIABILITY INSURANCE -Waiver of Subrogation when required in a written contract with you PKG:CNA62665XX(10/15)CNA Paramount Technology Broadening Endorsement provides: -Employee Dishonesty including ERISA $50,000 Ea Occ Limit/$2,500 Deductible BA:CNA83700XX(10/2015)Extended Coverage-BA Plus-For Hired and Non-Owned Autos which provides the following: -Additional Insureds Required by Written Contracts -Employee-Hired Autos -Waiver of Subrogation -Primary and Non-Contributory When Required By Contract WC:WC000313(04/84)Blanket Waiver of Subrogation when required in a written contract with you where allowed by State law. WC:WC420304B(06/14)Texas Blanket Waiver of Subrogation when required in a written contract with you. Umbrella is follow form regarding underlying:CGL BA WC Prof/Cyber Retention:$100,000;Retro Active 3/23/11 Prof/Cyber:TCM-POL-001 (01/19)C&F TCM Technology E&O,Cyber and Multimedia Liability Insurance Policy coverage form: -pg 6 Automatic Additional Insured status when required by written contract with you; -pg 15 Automatic Waiver of Subrogation where required by written contract with you. Third Party Crime Deductible:$5,000 Excess Prof/Cyber:Underlying Limit $5,000,000;Underlying Retention $100,000;Retro Active 3/23/2020 Workers'compensation waiver of subrogation applies in favor of certificate holder. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 "' ... "' st "' "' � g 0 N 0 iiiiiiiiiiii - iiiiiiiiiiii ;::;:;; !!!!!!!!! iiiiiiii iiiiiiiiiiii -= CNA Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this en dorsement to such provision do not apply. TABLE OF CONTENTS I.AMENDMENTS TO LIABILITY COVERAGE A.Who Is An Insured 1.Majority Owned Corporations 2.Newly Acquired Organizations 3.Additional Insureds Required By Written Contracts 4.Employee-Hired Autos B.Increased Loss of Earnings Allowance C.Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense B.Broadened Electronic Equipment Coverage Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss B.Knowledge of Documents C.Waiver of Subrogation D.Unintentional Failure To Disclose Hazards E.Primary and Non-Contributory When Required By Contract IV.AMENDMENTS TO DEFINIT10NS A.Broadened Bodily Injury I.AMENDMENTS TO LIABILITY COVERAGE A.Amendments to Who Is An Insured Under SECTION II -COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1 . Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2.Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 33; Page: 1 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Policy No: BUA 6079684568 Policy Effective Date: 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 'M:,.-.•... ,.·, ,, ' ' < < ,:.• •' ,',. :n Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a.Is effective on the date of acquisition or formation of the organization, and applies until: I 1 I The end of the policy period of this Coverage Form; or 12)The next anniversary of this Coverage Form's inception date, whichever is earlier; and b.Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3.Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II -WHO IS AN INSURED of this Coverage Form. 4.Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1, and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i.Which are no longer in force; or ii.Whose limits have been exhausted. B.Increased Loss of Earnings Allowance Under SECTION II -COVERED 1 AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C.Fellow Employee Coverage Under SECTION II -COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. 8.Broadened Electronic Equipment Coverage Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5.Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 33; Page; 2 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 @ Copyright CNA All Rights Reserved. Policy No: BUA 6079684568 Policy Effective Date: 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 = iiiiiiiiiii - Business Auto Policy Policy Endorsement a.Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $1 00 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b.Designed to be operated solely by use of the power from the auto's electrical system and is: (11 Removable from a housing unit which is permanently installed in or upon the covered auto; (21 An integral part of the same unit housing any electronic equipment described in paragraphs a.or b.( 1 I above; or (3)Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Los;; is amended to add the following subparagraph a.(41: (4)If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a. natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B.Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Sult, or Loss is amended to add the following subparagraph b.(61: (61 If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C.Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D.Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, ·Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E.Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 33; Page: 3 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 � Copyright CNA All Rights Reserved. Policy No: BUA 6079684568 Policy Effective Date: 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 Busin�ss Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into • I prior to accident or loss. IV.AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury IUnder DEFINITIONS, the definitior of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mentalanguish or mental injury sustaine� by that person which results as a consequence of the physical injury,sickness or disease. :11_other term•_•:� �on :ti::::f�h�:�i::_u:c :an g•:_ This endorsement, which forms a part 'of 1and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is �hown below, and expires concurrently with said policy . ·············----·--+-�----- Form No: CNA83700XX (10-2015) Endorsement Effective Date: Er dorsement Expiration Date: Endorsement No: 33; Page: 4 of 4 Underwriting Company: Valley Forge Insurance Corpany, 151 N Franklin St, Chicago, IL 60606 01 Copyright CNA All Rights Reserved .. . . . .. .. ····------·-�-c.-c' Policy No: BUA 6079684568 Policy Effective Date: 11 / 1 5 /2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/2022 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 11/15/202211/15/2022 6079684599 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 6079684599 11/15/2022 11/15/2022 11/15/2021 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 1 of 16 C&F TCM TECHNOLOGY E&O, CYBER AND MULTIMEDIA LIABILITY INSURANCE POLICY In consideration of the premium paid, the Insured’s compliance with the conditions of this Policy and subject to its terms (including all endorsements); and in reliance on the statements made in the Application and the information and documents provided to the Insurer by the Insured, all of which are made a part of this Policy, the Insurer agrees with the Insured as follows: I. INSURING AGREEMENTS Only those Insuring Agreements indicated in Item 3. of the Declarations as PURCHASED shall be applicable to the Insured’s coverage hereunder. If the Declarations do not indicate that a Coverage was purchased, that Coverage of this Policy has not been purchased by the Insured and no coverage shall apply for the corresponding Insuring Agreement(s). Coverage A: Technology E&O and Professional Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period because of a Technology/Professional Error that first takes place on or after the Retroactive Date provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements. Coverage B: Cyber Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period because of a Cyber Event provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements. Coverage C: Multimedia Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period for Multimedia Liability provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements. Coverage D: Breach Costs The Insurer will reimburse the Named Insured for all Breach Costs in excess of the Deductible resulting from an actual or reasonably suspected Cyber Event that the Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. Provided that when the Named Insured agrees to utilize vendors nominated by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, the Insurer shall pay on behalf of the Insured those Breach Costs set forth in the paragraph above applicable to such vendor nominated by the Crum & Forster Cyber Response Team. Coverage E: eCrime Loss The Insurer will indemnify the Named Insured for direct financial loss in excess of the Deductible resulting from an eCrime Event that the Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. Coverage F: First Party Loss The Insurer will indemnify the Named Insured for First Party Loss in excess of the Deductible resulting from a Cyber Event that the Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 2 of 16 With respect to each Insuring Agreement stated above, the amount that the Insurer is obligated to pay is limited based on the applicable Limit of Liability as described in Section VI., Limits of Liability. In addition, in connection with any Cyber Event that results in Breach Costs or First Party Loss that exceeds the Deductible,the Insurer will also provide Supplemental Payments & Services which shall be part of, and not in addition to, the Aggregate Limit of Liability specified in Item 4. of the Declarations. II. DEFENSE AND SETTLEMENT OF CLAIMS A. Defense of Claims: The Insurer shall have the right and duty to defend, subject to all the provisions, terms and conditions of this Policy, any Claim made against an Insured seeking Damages which are payable under the terms of this Policy, even if any of the allegations of the Claim are groundless, false or fraudulent. Defense counsel shall be mutually agreed between the Named Insured and the Insurer, provided that in the absence of such agreement, the Insurer’s decision will be final. B. Settlement of Claims: The Insurer may not settle any Claim without the written authorization of the Named Insured. If the Named Insured refuses to consent to any settlement or compromise recommended by the Insurer and acceptable to the claimant and elects to contest the Claim , then the Insurer will have the right to withdraw from the further defense of such Claim and the Insurer’s liability for Damages and Claims Expenses shall not exceed: 1. the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal; plus 50% of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus 50% of any Damages above the amount for which the Claim could have been settled. The remaining 50% of such Claims Expenses and Damages must be borne by the Insured at their own risk and uninsured; or 2. the applicable Limit of Liability, whichever is less. The Insured may settle any Claim where the Damages and Claims Expenses do not exceed the Deductible, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds and the Insurer from all claimants. III. DEFINITIONS A.Breach Costs means the following reasonable and necessary expenses incurred by the Insured Entity with respect to a Cyber Event and with the prior written consent of the Insurer, provided that if services are recommended by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, and the Named Insured agrees to utilize the applicable vendors nominated by the Crum & Forster Cyber Response Team, then prior consent of the Insurer shall not be required: 1. for an attorney to provide necessary legal advice to the Insured Entity to evaluate the Insured Entity’s legal obligations in connection with an actual or reasonably suspected Cyber Event; 2. for a computer security expert, or experts, to determine the existence, cause and scope of a Cyber Event as well as the costs to contain an ongoing Cyber Event, including the cost to retain a PCI Forensic Investigator if required by a written agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity ; 3. to notify individuals or entities whose Protected Information was potentially impacted by a Cyber Event. This shall include costs incurred by the Insured Entity to directly notify individuals on behalf of a third party that has the legal obligation to notify such individuals, provided that such third party agrees to allow the Insured Entity to notify such individuals on their behalf; 4. for a call center to respond to inquiries from individuals that the Insured Entity has notified because their Protected Information was potentially impacted by a Cyber Event; 5. to provide a credit monitoring or identity monitoring product to individuals that the Insured Entity has notified because their Protected Information was potentially impacted by a Cyber Event. Such credit monitoring or identity monitoring product will be provided for a period of 12 months unless the Insured Entity is required by law or regulation to provide such a credit monitoring or identity monitoring product for a longer period of time. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 3 of 16 In that case, such credit monitoring or identity monitoring product will be provided for the period of time required by law or regulation; and 6. for public relations and crisis management costs directly related to mitigating harm to the Insured Entity which are approved in advance by the Insurer. B.Claim means a written demand for money, services, non-monetary relief or injunctive relief, including service of suit or arbitration proceedings made against any Insured. Only as respects Coverage B., Cyber Liability, Claim also means a request for information from, or civil proceeding against, the Insured Entity brought by a Regulatory Body directly arising from an Insured’s actual or alleged violation of any Privacy Law. Multiple Claims arising from the same or a series of related or repeated acts, errors or omissions, or from any continuing acts, errors or omissions, or from a series of related or repeated Technology/Professional Errors or Cyber Events, shall be considered a single Claim for the purposes of this Policy, regardless of the number of claimants or Insureds involved in the Claim. All such Claims shall be deemed to have been made at the time of the first such Claim . C.Claims Expenses means: 1. reasonable and necessary legal fees, costs and expenses directly resulting from the investigation, adjustment, settlement and/or defense of a Claim ; and 2. the premiums for appeal, attachment or similar bonds, but only for bond amounts within the applicable Limits of Liability. The Insurer does not have to furnish these bonds. Claims Expenses do not include: a. salaries, wages, fees, remuneration, overhead, benefits or expenses of an Insured; b.Damages, fines, penalties, fees, or taxes levied or assessed against an Insured; c. fees, costs, or expenses incurred by the Insured prior to the time that a Claim is made or which are paid or incurred without the Insurer’s prior written consent. These unilaterally incurred fees, costs or expenses will not be reimbursed by the Insurer and will not reduce any Deductible under the Policy; or d. the costs and expenses required to comply with any injunctive or other non-monetary, equitable, declaratory, regulatory or administrative relief, including but not limited to specific performance, or any agreement to provide such relief. D.Continuity Date means the date listed in Item 7. of the Declarations. E.Control Group means any principal, partner, corporate officer, director, general counsel (or most senior legal counsel) or risk manager of the Insured Entity and any individual in a substantially similar position. F.Cyber Event means: 1. a Cyber Extortion Threat; 2. an unintentional and unplanned interruption of any computer system; 3. a theft, loss or Unauthorized Disclosure of Protected Information that is in the care, custody or control of an Insured or a third party for whose theft, loss or Unauthorized Disclosure of Protected Information the Insured Entity is legally responsible for; 4. the storage, collection, use or disclosure of Protected Information by or on behalf of the Insured Entity that is in violation of a Privacy Law; 5. the failure to notify a third party of a theft, loss or Unauthorized Disclosure of Protected Information in violation of a Privacy Law; or 6. the access to, or the use of, a computer system by a person or organization that is not authorized to do so. G.Cyber Extortion Threat means a demand made against the Insured Entity for the payment of monies (including a digital currency), marketable goods or services in order to prevent or terminate the: 1. disclosure of Protected Information; 2. introduction of unauthorized, unwanted or harmful program, computer code or script into a computer system. An unwanted or harmful program, computer code or script includes a computer virus, Trojan horses, worms, time or logic bombs, spyware, malware, spiderware, or ransomware; 3. corruption, alerting, deletion or destruction of data or software stored on a computer system; DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 4 of 16 4. restriction or hindering of access to a computer system or to data stored on a computer system; 5. interruption or suspension of a computer system; or 6. electronic communication with the Insured Entity’s customers impersonating the Insured Entity in order to obtain Protected Information. H.Cyber Terrorism means any act directed against a computer system by an individual or group(s) of individuals, whether acting alone, on behalf of or in connection with any organization(s) or government(s), to cause unauthorized access to, unauthorized use of, or a targeted denial of service attack or transmission of unauthorized, corrupting or harmful software code to a computer system for the purpose of furthering social, ideological, religious, economic or political objectives, intimidating or coercing a government or the civilian population thereof, or disrupting any segment of the economy that is not accompanied by, directly associated with or coordinated with armed conflict or the use of physical force. I.Damages means a monetary judgment, award or settlement including prejudgment and post-judgment interest, and punitive damages, exemplary damages or any damages which are a multiple of compensatory damages (if insurable under the applicable law most favorable to the insurability of punitive, exemplary or multiple damages), which the Insured becomes legally obligated to pay as the direct result of a covered Claim . Solely with respect to Coverage B., Cyber Liability, Damages also include: 1. civil fines or penalties levied upon an Insured by a Regulatory Body, provided that this does not include amounts for matters uninsurable under the law; 2. any fine, penalty, reimbursement, fraud recovery, or assessment imposed upon or owed by an Insured under the terms of a written agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity; provided that this does not include any charge back amounts, interchange fees, discount fees, or other prospective fees owed under such an agreement; and 3. up to $2,500 for the costs and expenses of complying with any injunctive or other non-monetary relief. As respects all coverage parts under this Policy, Damages do not include: a. any amount for which the Insured is not liable or is not legally obligated to pay; b. except as noted in paragraph 1. and 2. above, any fines or monetary penalties or multiples thereof; c. taxes or the loss of tax benefits; d. liquidated damages, but only to the extent that such damages exceed the amount for which the Insured would have been liable in the absence of such liquidated damages agreement; e. matters uninsurable under the laws applicable to this Policy; f. past, present and future earned and unearned royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained including, but not limited to, the return, offset, disgorgement or restitution of such royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained; g. except as noted in paragraph 3. above, the costs and expenses of complying with any injunctive or other non-monetary equitable, declaratory, regulatory or administrative relief including, but not limited to, specific performance, or any agreement to provide such relief; h. costs incurred by an Insured to correct, re-perform or complete any Professional Services or Technology Services;and i. discounts, prizes, awards, coupons or other incentives offered to the Insured’s clients or customers. J. Deductible means the amount listed in Item 5. of the Declarations and described in Section VII. of this Policy. K.Dependent Systems Event means the unintentional and unplanned interruption of computers or associated hardware, software, or firmware, including network devices and backup components owned, leased, operated or controlled by a third party that provides services or products to the Insured Entity pursuant to a written contract. L.eCrime Event means: 1. the loss of the Insured Entity’s money or securities that results solely from a wrongful transfer, payment or delivery of such money or securities by an Insured as a sole result of fraudulent electronic or telephone instructions provided by a third party, that is intended to mislead the Insured through the misrepresentation of DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 5 of 16 a material fact which is relied upon in good faith by such Insured, including such loss resulting from business e-mail compromise, social engineering, spear-phishing and e-mail spoofing; 2. the loss of money or securities from an account at a financial institution resulting solely from fraudulent electronic or telephone instructions issued by a third party to a financial institution directing such institution to transfer, pay or deliver money or securities from any account maintained by the Insured Entity at such institution, without the Insured Entity's knowledge or consent; or 3. the act of a third party gaining access to and using the Insured Entity’s telephone system in an unauthorized manner. eCrime Event does not include: a. any loss arising, directly or indirectly from an Insured’s acceptance, deposit or handling of: i. counterfeit currency or bank drafts; ii. a bank draft, check or other financial instrument returned due to insufficient funds; iii. counterfeit securities, bonds or other financial instruments; or iv. counterfeit goods of any kind, including, but not limited to, loss arising from a transfer of money by an Insured to a third party associated with an Insured’s acceptance, deposit or handling of such items; b. any loss arising, directly or indirectly, from loan fraud, mortgage fraud or accounting fraud including, but not limited to, check kiting, money laundering or fraudulent loan schemes. This includes loss arising from a transfer of money by an Insured to a third party associated with any such fraud; c. any actual or alleged use of credit, debit, charge, access, convenience, customer identification or other cards; d. any transfer involving a third party who is not a natural person Insured, but had authorized access to the Insured’s authentication mechanism; e. the processing of, or the failure to process, credit, check, debit, electronic benefit transfers or mobile payments for merchant accounts; f. any accounting or arithmetical errors or omissions, or the failure, malfunction, inadequacy or illegitimacy of any product or service; or g. any fraudulent, dishonest or criminal act committed by any natural person Insured. M.First Party Loss means the value of monies (including money in the form of a digital currency), marketable goods or services paid or delivered under duress by or on behalf of the Insured Entity,with the Insurer’s prior written consent, solely for the purpose of terminating a Cyber Extortion Threat. If the Declarations indicates that the Insured has purchased “Extended” First Party Loss coverage, then First Party Loss also means: 1. the reasonable and necessary costs charged by a vendor designated or approved in writing by the Insurer to restore, replace or recreate software or electronic data to its condition immediately prior to the Cyber Event but only for such costs that are as a direct result of the Cyber Event; 2. the reasonable and necessary expenses incurred by the Insured Entity during the Indemnity Period to continue or maintain normal operations that are over and above those expenses the Insured Entity would have incurred had no Cyber Event occurred; 3. the net profit or loss without interest and before tax that the Insured Entity would have earned or incurred during the Indemnity Period due to the actual interruption or impairment of the Insured Entity’s business operations as a direct result of the Cyber Event, plus the continuing normal operating expenses incurred by the Insured Entity during the Indemnity Period (including payroll), but only to the extent that such operating expenses must necessarily continue during the Indemnity Period; and 4. the cost to repair or replace computer hardware or equipment that is damaged or impaired and must be replaced. First Party Loss does not include, except as described in Section V.,Supplemental Payments & Services,any costs attributed to an upgrade or improvement of electronic data, software or computer systems beyond what existed prior to the Cyber Event unless such upgrade or improvement is reasonable because of improvements in the available technology. N.Indemnity Period means the period of time that begins after the elapse of the Waiting Period indicated in Item 8. of the Declarations and ends 60 days after the time when the Insured Entity could have resumed normal DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 6 of 16 operations with the exercise of due diligence and dispatch, not limited by the expiration date of this Policy. Despite any other provisions in this Policy, the maximum Indemnity Period is 180 days. O.Insured means: 1. the Named Insured, each Subsidiary and each Newly Acquired Entity; 2. any past or present employee (including a part time, temporary, leased or season employee), principals, partners, executive officers or directors of an Insured Entity but only while acting within the scope of their duties as such; 3. any past or present natural person independent contractor who performs labor or service for the Insured Entity pursuant to a written contract or agreement, where such labor or service is under the exclusive direction of the Insured Entity, but only while acting in the scope of their duties as such and in the performance of labor or service to the Insured Entity. The status of an individual as an independent contractor shall be determined as of the date of an alleged act, error or omission by any such independent contractor; 4. any spouse or the legally recognized domestic partner (whether by state or federal law) of any person otherwise qualifying as an Insured, but solely with respect to their status as such; 5. in the event of death, incapacity, bankruptcy or insolvency of any Insured, such Insured’s heirs, estate, executors, administrators and legal representative in his or her capacity as such, but only with respect to matters for which the Insured otherwise would have been entitled to coverage under this Policy; and 6. only as respects Coverage A., Technology E&O and Professional Liability, Coverage B., Cyber Liability and Coverage C., Multimedia Liability, any person or entity that the Insured Entity has agreed in writing to add as an additional insured under this Policy prior to the commission of any act for which such person or entity would be provided coverage under this Policy, but only for the vicarious liability of such additional insured for the wrongful acts of an Insured. P.Insured Entity means the Named Insured, each Subsidiary and each Newly Acquired Entity. Q.Insurer means the insurance company listed in the Declarations. R.Loss means Breach Costs,First Party Loss, financial loss from an eCrime Event,Damages and Claims Expenses. S.Multimedia Liability means one or more of the following acts committed by, or on behalf of, the Insured Entity in the course of creating, displaying, broadcasting, publishing, disseminating or releasing Multimedia Material to the public: 1. defamation, libel, slander, product disparagement, trade libel, infliction of emotional distress, outrage, outrageous conduct, or other tort related to disparagement or harm to the reputation or character of any person or organization; 2. a violation of the rights of privacy of an individual, including false light, intrusion upon seclusion and public disclosure of private facts; 3. invasion or interference with an individual’s right of publicity, including commercial appropriation of name, persona, voice or likeness; 4. plagiarism, piracy, or misappropriation of ideas under implied contract; 5. infringement of copyright; 6. infringement of domain name, trademark, trade name, trade dress, logo, title, metatag, or slogan, service mark or service name; 7. improper deep-linking or framing; 8. negligent publication of content; or 9. unfair competition, if alleged in conjunction with any of the acts listed in paragraphs 5. or 6. above. T.Multimedia Material means the content of material published or broadcast by, or on behalf of, the Insured Entity , including any information, words, sounds, numbers, images or graphics included in such content, but will not include computer software or the actual goods, products or services described, illustrated or displayed in such content. U.Named Insured means the entity, individual, partnership or corporation shown in Item 1. of the Declarations. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 7 of 16 V.Newly Acquired Entity means any entity formed or acquired by the Named Insured during the Policy Period and in which the Named Insured has more than 50% of the legal or beneficial interest, provided that if the trailing 12 month revenues for such entity exceed 15% of the Named Insured's annual revenues for the same trailing 12 month period, then only if all of the following conditions are met: 1. within 90 days of the formation of a Newly Acquired Entity, the Named Insured notifies the Insurer in writing of the details of such merger, acquisition, or newly created joint venture or partnership; 2. the Named Insured agrees to any changes in terms and conditions of this Policy related to the Newly Acquired Entity including, but not limited to, the payment of additional premium, if any, charged by the Insurer; and 3. the Insurer has issued a written endorsement specifically noting the addition of the Newly Acquired Entity as a covered Insured under this Policy. W.Notice Requirements means the requirements described in Section VIII. of this Policy. X.Policy Period means the length of time between the effective date shown in Item 2. of the Declarations and the earlier of: 1. the expiration date shown in Item 2. of the Declarations; or 2. the cancellation date of this Policy. Y.Privacy Law means a federal, state or foreign statute or regulation: 1. requiring the Insured Entity to protect the confidentiality or security of Protected Information; 2. requiring notice to a person or organization whose Protected Information was accessed or reasonably may have been accessed by an unauthorized person; or 3. governing the collection, use or storage of Protected Information by the Insured Entity. Z.Professional Services means professional services performed for others by or on behalf of the Insured Entity for a fee or other consideration, but does not include Technology Services, any services involving the creation, development, sale, distribution, installation, licensing or manufacturing of Technology Products, or work or activities performed by or on behalf of the Insured Entity or for the Insured Entity as an accountant, actuary, attorney, architect, surveyor, health care provider, lawyer, insurance or real estate agent or broker, or civil or structural engineer. AA.Protected Information means the following information that an Insured has a legal obligation to safeguard, protect or maintain in confidence: 1. non-public individually identifiable information as defined by any federal, state, local or foreign statute, rule or regulation; 2. an individual’s social security number, taxpayer identification number, unpublished telephone number, driver’s license number, state identification number, passport number, financial account number, credit card number, debit card number or the magnetic strip information from a credit or debit card; and 3. any trade secret, data, design, interpretation, forecast, formula, method, record, report or other item of information of a third party that is not available to the general public. BB.Regulatory Body means any federal, state, local or foreign governmental entity in such entity’s regulatory or official capacity. CC.Retroactive Date means the date listed in Item 6. of the Declarations. DD.Subsidiary means any entity in which the Named Insured as of the effective date of the Policy, either: 1. directly or indirectly owns more than 50% of the issued and outstanding voting equity securities; or 2. controls voting rights representing the present right to vote for election or to appoint more than 50% of the directors or trustees. EE.Supplemental Payments & Services means the amounts described in Section V. of this Policy. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 8 of 16 FF.Technology/Professional Error means: 1. a negligent act, error, omission, misstatement, misleading statement or misrepresentation in rendering or failure to render Professional Services or Technology Services; 2. a negligent act, error, omission, misstatement, misleading statement or misrepresentation that results in a failure of Technology Products to perform the function or serve the purpose intended; 3. an unintentional breach of a contractual obligation to perform Professional Services or Technology Services, or to deliver Technology Products; or 4. an unintentional infringement of copyright committed by the Insured Entity with respect to software Technology Products. GG.Technology Products means any computer or telecommunications hardware or software product, or related electronic product, including software updates, service packs and other maintenance releases provided for such products, that is: 1. created, manufactured or developed by the Insured Entity for others in exchange for a fee or other consideration; or 2. distributed, licensed, leased or sold by the Insured Entity to others in exchange for a fee or other consideration. HH.Technology Services means any of the following services performed by or on behalf of the Insured Entity for others for a fee or other consideration: 1. computer information technology, Internet, network or website analysis, development, programming, installation, integration, networking, hosting, processing, management, operations, data security, maintenance, repair, optimization, support, or training; 2. providing, collecting, recording, caching, compiling, mining, analyzing, storing, hosting, processing, securing, backup, wiping, or destroying software or data; 3. telecommunications services, including Internet, voice, video, web, email, text, data, or broadband services, any call center or customer service support related to such telecommunications services; 4. any services similar to those services described in paragraphs 1-3 above; or 5. any other information technology-related services provided in conjunction with Technology Products. II.Unauthorized Disclosure means the disclosure (including disclosure resulting from phishing) of or access to information in a manner that is not authorized by the Insured Entity and is without knowledge, consent or acquiescence of any member of the Control Group. JJ. Waiting Period means the period starting upon the actual interruption or impairment of the Insured Entity’s business operations caused by a Cyber Event and ending after the number of hours specified in Item 8. of the Declarations. IV. EXCLUSIONS The Insurer shall not be liable to defend, pay, indemnify or reimburse the Insured with respect to any Claim or Loss based upon, resulting from, arising out of, in consequence of, or in any way connected with or involving, directly or indirectly: A. the actual or alleged distribution of unsolicited email, text messages, direct mail, facsimiles or other communications (including, but not limited to, any actual or alleged violation of the Telephone Consumer Protection Act of 1991 or the CAN-SPAM Act of 2003), wire tapping, audio or video recording, or telemarketing, if such distribution, wire tapping, recording or telemarketing is done by or on behalf of an Insured;however this exclusion will not apply to Claims Expenses incurred in defending the Insured against allegations of unlawful audio or video recording; B. any act, error, omission, incident or event committed or occurring prior to the effective date of this Policy if any member of the Control Group on or before the Continuity Date knew or could have reasonably foreseen that such act, error or omission, incident or event might be expected to be the basis of a Claim or Loss; C. any Claim ,Loss, incident or circumstance for which notice has been provided under any prior policy of which this Policy is a renewal or replacement; DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 9 of 16 D. any criminal, dishonest, fraudulent, or malicious act or omission, or intentional or knowing violation of the law, if committed by an Insured, or committed by others if an Insured colluded or participated in any such conduct or activity; but this exclusion will not apply to: 1.Claims Expenses incurred in defending any Claim alleging the foregoing until there is a final non-appealable adjudication establishing such conduct, at which time the Named Insured shall reimburse the Insurer for all Claims Expenses incurred defending such Claim ; 2. any natural person Insured, if such Insured did not personally commit, participate in or know about any act, error, omission, incident or event giving rise to such Claim or Loss; and 3. the Insured Entity, provided that no member of the Control Group personally committed, participated in or knew about any act, error, omission, incident or event giving rise to such Claim or Loss; E. any actual or alleged infringement, misuse or abuse of patent or patent rights; F. solely with respect to Coverage B., Cyber Liability, any actual or alleged infringement, use, misappropriation or disclosure of any intellectual property, including but not limited to trade secret misappropriation, copyright infringement, trademark infringement, trademark dilution or trade dress infringement; but this exclusion will not apply to any Claim or Loss resulting from a theft, use or disclosure of Protected Information by a person who is not a past, present or future employee, director, officer, partner or independent contractor of an Insured and without the knowledge, consent or acquiescence of any member of the Control Group; G. any actual or alleged use or misappropriation of any ideas or trade secrets by, or on behalf of, an Insured, or by any other person or entity if such use or misappropriation is done with the knowledge, consent or acquiescence of any member of the Control Group; H. a Claim made by or on behalf of: 1. any Insured; but this exclusion will not apply to a Claim made by an individual that is not a member of the Control Group under Coverage B., Cyber Liability, or a Claim made by any person or entity that the Insured Entity has agreed in writing to add as an additional insured under this Policy; or 2. any business enterprise in which an Insured has greater than 15% ownership interest or made by any parent company or other entity which owns more than 15% of an Insured Entity; I. any loss, transfer or theft of monies, securities or tangible property of the Insured or others in the care, custody or control of an Insured, but this exclusion will not apply to coverage under Coverage E., eCrime Loss; J. nuclear reaction, nuclear radiation, radioactive contamination, radioactive substance, electromagnetic field, electromagnetic radiation, or electromagnetism; K. war, invasion, acts of foreign enemies, hostilities (whether or not war is declared), rebellion, revolution, insurrection, war-like action, coup, usurped powers or military power; but this exclusion will not apply to Cyber Terrorism; L. any economic or trade sanction imposed by the United States including, but not limited to, sanctions administered and enforced by The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”); M. any presence, discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, oil or other petroleum substances or derivatives, waste materials or other irritants, contaminants, pollutants or any other substances including, but not limited to, asbestos, fungus, mold and lead, which are or may be injurious to public health, property or the environment (“hazardous substances”) or the cost to: 1. clean up or removal of hazardous substances; 2. monitor, assess or evaluate, the presence, discharge, dispersal, escape, release, or threat of same, of hazardous substances; 3. dispose of hazardous substances or take such other action as may be necessary to temporarily or permanently prevent, minimize, or mitigate damage to the public health or welfare or to property or the environment, which may otherwise result; or DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 10 of 16 4. directly or indirectly respond to or address any government direction or request that the Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize hazardous substances; N. any actual or alleged violation of the federal Fair Debt Collection Practices Act (FDCPA); O. any employment or labor relations policies, practices, acts or omissions, or any actual or alleged refusal to employ any person, or misconduct with respect to employees, whether such Claim is brought by an employee, former employee, applicant for employment, or relative or domestic partner of such person; provided, that this exclusion shall not apply to Coverage B., Cyber Liability, as respects an otherwise covered Claim by a current or former employee of the Insured Entity for Damages arising strictly from a Cyber Event; P. solely with respect to Coverage A., Technology E&O and Professional Liability: 1. any Technology/Professional Error committed or occurring prior to the Retroactive Date; 2. any liability assumed in any hold harmless or indemnity agreement other than a hold harmless or indemnity agreement with respect to intellectual property rights or breaches of the confidentiality of information of any third party; 3. the actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services, cost guarantees, cost representations, contract price estimates, or the failure of any goods or services to conform with any represented quality or performance; 4. any gambling, contest, lottery, promotional game or other game of chance; 5. any breach of any express warranty or representation, except for an agreement to perform within a reasonable standard of care or skill consistent with applicable industry standards, or breach of any other contractual obligation which goes beyond an express or implied duty to exercise a degree of care or skill consistent with applicable industry standards; 6. any breach of guarantee, promises of cost savings, profits or return on investment; 7. delay in delivery or performance, or failure to deliver or perform at or within an agreed upon period of time, but this exclusion shall not apply if such delay or failure to deliver or perform is a consequence of a negligent act, error or omission committed during the course of providing Professional Services or Technology Services if the Insured has made diligent efforts to deliver or perform such Professional Services or Technology Services; 8. any costs or expenses incurred or to be incurred by an Insured or others for the withdrawal, recall, inspection, repair, replacement, reproduction, removal or disposal of: (a) Technology Products including, but not limited to, any products or other property of others that incorporate Technology Products; (b) work product resulting from or incorporating the results of Professional Services or Technology Services; or (c) any products or other property on which Professional Services or Technology Services have been performed; 9. any Claim covered under the terms of a commercial general liability insurance policy maintained by the Insured Entity, provided that this shall not apply to Damages or Claims Expenses in excess of the limits of liability of any such insurance policy; or 10. any actual or alleged deceptive trade practices, unfair trade practices, violation of consumer protection laws, antitrust violation, restraint of trade, unfair competition, false advertising, deceptive advertising, misleading advertising or violation of the Sherman Antitrust Act, the Clayton Act or the Robinson-Patman Act, as amended; Q. solely with respect to Coverages B., Cyber Liability, and C., Multimedia Liability: 1. any actual or alleged violation from the failure to properly truncate credit, debit or payment card information on receipts or statements as required by the Fair and Accurate Credit Transactions Act of 2003 (FACTA); 2. any Claim covered under the terms of a commercial general liability insurance policy, or an employment practices liability insurance policy maintained by the Insured Entity, provided that this shall not apply to Damages or Claims Expenses in excess of the limits of liability of any such insurance policy; and 3. the ownership, sale or purchase of, or the offer to sell or purchase stock or other securities, or an actual or alleged violation of a securities law or regulation; R. solely with respect to Coverage C., Multimedia Liability, any: 1. contractual liability or obligation; but this exclusion will not apply to a Claim for misappropriation of ideas under implied contract; 2. actual or alleged obligation to make licensing fee or royalty payments; DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 11 of 16 3. costs or expenses incurred or to be incurred by the Insured or others for the reprinting, reposting, recall, removal or disposal of any Multimedia Material or any other information, content or media including, but not limited to, any media or products containing such Multimedia Material, information, content or media; 4.Claim brought by or on behalf of any intellectual property licensing bodies or organizations; 5. actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services, cost guarantees, cost representations, contract price estimates, false advertising or the failure of any goods or services to conform with any represented quality or performance; 6. gambling, contest, lottery, promotional game or other game of chance; or 7.Claim made by or on behalf of any independent contractor, joint venturer or venture partner arising out of or resulting from disputes over ownership of rights in Multimedia Material or services provided by such independent contractor, joint venturer or venture partner; S. solely with respect to Coverage E., eCrime Loss: any loss covered under the terms of a commercial crime insurance policy maintained by the Insured Entity, provided that this shall not apply to direct financial loss in excess of the limits of liability of any such insurance policy. T. solely with respect to Coverage F., First Party Loss, any First Party Loss: 1. arising from the seizure, nationalization, confiscation, or destruction of property or data by order of any governmental or public authority; 2. arising from fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail, damage by water, landslide, act of God or any other physical event; 3. for additional costs to update, replace, restore, assemble, reproduce, recollect or enhance data or computer systems to a level beyond that which existed prior to a Cyber Event, except as covered under Section V., Supplemental Payments & Services; 4. arising from any failure or malfunction of satellites or of power, utility, mechanical or telecommunications (including, but not limited to, the internet) infrastructure or services that are not under the Insured Entity’s direct operational control; or 5. covered under the terms of a property insurance policy providing coverage for risks of direct physical loss to property maintained by the Insured Entity, provided that this shall not apply to First Party Loss in excess of the limits of liability of any such insurance policy; V. SUPPLEMENTAL PAYMENTS & SERVICES In addition to the amounts described in Section I., Insuring Agreements, of this Policy, in the event of an actual Cyber Event that results in Breach Costs or First Party Loss that exceeds the Deductible,the Insurer shall also pay the following costs but only to reasonably and significantly reduce the possibility of a similar Cyber Event from occurring in the future: A. up to $10,000 for a third party consultant recommended by the Insurer to provide ongoing assistance to the Insured Entity to improve and upgrade computer security; and B. up to $5,000 for the purchase of computer equipment or computer software recommended by such third party consultant recommended by the Insurer. Such payments shall be part of, and not in addition to, the Aggregate Limit of Liability specified in Item 4. of the Declarations. VI. LIMITS OF LIABILITY A. The Aggregate Limit of Liability specified in Item 4. of the Declarations is the most the Insurer will pay for all Loss under this Policy. Once the Aggregate Limit of Liability has been exhausted, the Insurer shall have no further duty to defend the Insured for any Claim which may otherwise be covered by this Policy. B. The eCrime Loss Sublimit of Liability specified in Item 4. of the Declarations is the maximum amount the Insurer is obligated to pay in the aggregate for direct financial loss arising from an eCrime Event. The eCrime Loss Sublimit of Liability shall be part of, and not in addition to the Aggregate Limit of Liability. C. The Dependent Business Sublimit of Liability specified in Item 4. of the Declarations is the maximum amount the Insurer is obligated to pay in the aggregate for First Party Loss arising from a Dependent Systems Event.The DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 12 of 16 Dependent Business Sublimit of Liability shall be part of, and not in addition to the Aggregate Limit of Liability. D. The Aggregate Limit of Liability specified in Item 4. of the Declarations is the maximum the Insurer will pay regardless of the number of Insureds, individuals or organizations that make a Claim, the number of Claims made, the number of incidents, or the number of Dependent System Events,Cyber Events,eCrime Events, Supplemental Payments & Services or actual or alleged wrongful acts VII. DEDUCTIBLE The Deductible, as shown in Item 5. of the Declarations, applies separately to each act, incident or event giving rise to Breach Costs,Claims Expenses,Damages, direct financial loss or First Party Loss under Coverages A., B., C., D., E. and F., provided however, that multiple incidents or events arising from the same or a series of related or repeated acts or from any continuing acts, shall be considered a single incident or event for the purposes of this Policy and only one Deductible shall apply to all resulting Loss. The Insurer shall only be obligated to pay any Loss under this Policy in excess of the Deductible , provided that if services are recommended by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, and the Insured Entity agrees to utilize only those vendors nominated by the Crum & Forster Cyber Response Team, then the Deductible shall not apply to the following Breach Costs: A. for an attorney to provide necessary legal advice to the Insured Entity to evaluate the Insured Entity’s legal obligations in connection with an actual or reasonable suspected Cyber Event; and B. for a computer security expert, or experts, to determine the existence, cause and scope of a Cyber Event as well as the costs to contain an ongoing Cyber Event, including the cost to retain a PCI Forensic Investigator if required by a written agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity. The Deductible shall be borne by the Named Insured. In the event that this Policy provides coverage for Loss in excess of the limits available under other insurance, then the Insurer shall recognize payment by the Insured Entity of any retention or deductible applicable to such other insurance against the Deductible. VIII. NOTICE REQUIREMENTS A. The Named Insured must give the Insurer written notice of any Claim as soon as practicable, but in no event later than: (i) 60 days after the end of the Policy Period; or (ii) the expiration of any applicable Extended Reporting Period. Notice must be provided through the contacts listed in Item 10. of the Declarations. All notices of Claims must provide the following information: the potential claimant(s) by name or description, the names of the Insureds involved, the time, date, location and the description of the specific incident which forms the basis of the Claim including the nature of the potential Damages arising from such specific Claim or incident, the circumstances by which the Insured first became aware of the specific Claim, and the reason the Insured reasonably believes the subject Claim is likely to trigger coverage under this Policy. B. With respect to Breach Costs, the Named Insured must notify the Insurer of any actual or reasonably suspected Cyber Event as soon as practicable after discovery by the Insured but in no event later than 60 days after the end of the Policy Period. Notice may be provided to the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations. Otherwise notice must be provided through the contacts listed in Item 10. of the Declarations. Notice of an actual or reasonably suspected Cyber Event in conformance with this paragraph will also constitute notice of a circumstance that could reasonably be the basis for a Claim . C. With respect a Cyber Extortion Threat, the Named Insured must notify the Insurer via the email address listed in Item 10. of the Declarations as soon as practicable after discovery of a Cyber Extortion Threat but in no event later than 60 days after the end of the Policy Period. The Named Insured must obtain the Insurer’s consent prior to paying any ransom or demand related to a Cyber Extortion Threat. D. With respect to any other First Party Loss or a loss from an eCrime Event, the Named Insured must notify the Insurer through the contacts listed in Item 10. of the Declarations as soon as practicable after discovery of the Cyber Event or eCrime Event.The Named Insured will provide the Insurer a proof of First Party Loss or DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 13 of 16 financial loss under the eCrime Loss Coverage. All loss described in this paragraph must be reported, and all proofs of loss must be provided, to the Insurer no later than six months after the end of the Policy Period unless the Insurer has agreed in writing to extend this deadline. E. Any Claim arising out of a Loss that is covered under Coverages D., Breach Costs, E., eCrime Loss or F., First Party Loss, and that is reported to the Insurer in conformance with paragraphs B., C. or D. above will be considered to have been made during the Policy Period. F. With respect to any circumstance that could reasonably be the basis for a Claim ,the Named Insured may give written notice of such circumstance to the Insurer through the contacts listed in Item 10. of the Declarations. Such notice must include: 1. the specific details of the act, error, omission or event that could reasonably be the basis for a Claim ; 2. the injury or damage which may result or has resulted from the circumstance; and 3. the facts by which the Insured first became aware of the act, error, omission or event. If such notice that meets the requirements outlined above is made during the Policy Period, then any subsequent Claim made against the Insured arising out of any circumstance reported to the Insurer will be considered to have been made at the time written notice complying with the above requirements was first given to the Insurer. IX. EXTENDED REPORTING PERIOD As a condition precedent to obtaining an Automatic Extended Reporting Period (AERP) or an Optional Extended Reporting Period (OERP), the full premium of this Policy, premium for any endorsements, and payment of Deductibles must have been paid in full. Neither the AERP nor the OERP reinstate or increase the Limits of Liability. Neither the AERP nor the OERP extend the Policy Period or change the scope of coverage afforded by this Policy. A. Automatic Extended Reporting Period If the Insurer or Named Insured cancel or non-renew this Policy for any reason other than non-payment of premium, non-payment of Deductible, non-compliance with any terms and conditions of this Policy or fraud or material misrepresentation, then the Named Insured shall be entitled to an AERP of 60 days from the date of Policy expiration or cancellation to report Claims in writing to the Insurer which are first made against the Insured during the AERP and which arise from a Technology/Professional Error or a Cyber Event that first occurs before the end of the Policy Period or from Multimedia Material first disseminated before the end of the Policy Period. If the OERP in subsection B. below is purchased, then this AERP shall be included within such OERP and will not further extend such OERP. B. Optional Extended Reporting Period If the Insurer or Named Insured cancel or non-renew this Policy for any reason other than non-payment of premium, non-payment of Deductible, non-compliance with any terms and conditions of this Policy or fraud or material misrepresentation, then the Named Insured shall be entitled to purchase an OERP from the options below. If elected, the OERP will begin on the date the Policy expires or is cancelled and would entitle the Insured to notify the Insurer in writing of Claims which are first made against the Insured during the OERP and which arise from a Technology/Professional Error or a Cyber Event that first occurs before the end of the Policy Period or from Multimedia Material first disseminated before the end of the Policy Period. C. OERP Options 1. 12 months for a premium not to exceed 100% of the annual premium; 2. 24 months for a premium not to exceed 150% of the annual premium; or 3. 36 months for a premium not to exceed 175% of the annual premium. D. In order to purchase the OERP, the Named Insured must provide the Insurer with written notice of its intention to do so no later than 30 days after the expiration or cancellation date of this Policy and must include full payment of premium for the OERP at that time. The entire OERP premium is fully earned and non-refundable as of the date the Named Insured notifies the Insurer of its intent to purchase the OERP and full payment must be made at that time for the OERP to apply. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 14 of 16 X. OTHER CONDITIONS A. Cooperation The Named Insured shall immediately send the Insurer copies of all demands, notices, summonses or legal papers received in connection with a Claim or Loss.The Insured must do whatever is necessary to secure and affect any rights of indemnity, contribution or apportionment that the Insured may have. The Insured shall cooperate with counsel and the Insured shall refrain from discussing any Claim or Cyber Event with anyone other than counsel retained to represent the Insured or the Insurer’s representatives. All Insureds must fully assist and cooperate with the Insurer in the conduct, defense, investigation, negotiation and settlement of any Claim or Loss. At the Insurer’s request, the Insured must submit to an examination under oath, provide the Insurer with written statements as requested by the Insurer, attend meetings and negotiations; and produce and make available all information, records, documents and other materials which the Insurer deems relevant to the Claim or Loss. As respects any Claim,theInsured must attend hearings, depositions, proceedings, trials and appeals; and assist the Insurer in affecting settlements, securing and giving evidence and obtaining the attendance of witnesses, and pursuing or enforcing any right of contribution or indemnity against a person or entity who may be liable to any Insured. Except as otherwise provided in Section II., Defense and Settlement of Claims, Part A., no Insured will, except at its own cost, admit liability, settle a Claim , incur any expense to investigate a Claim, retain attorneys, incur Claims Expenses, assume any other obligation or incur any other expense with respect to a Claim without the Insurer’s prior written consent. Compliance with a statute or regulation that requires notice to government authorities, regulatory authorities or to persons whose personal information may have been accessed by an unauthorized individual, will not be considered an admission of liability for purposes of this clause. B. Due Dispatch The Insured Entity shall make every reasonable effort to restore operations as quickly as possible after a Cyber Event. If the Insured Entity does not resume operations, or does not resume operations as quickly as possible, the Insurer may reduce the payment of First Party Loss to the amount of First Party Loss based on the length of time it would have taken to resume operations as quickly as possible. C. Action Against the Insurer and Bankruptcy 1. No action shall be taken against the Insurer unless, as a condition precedent thereto, the Insureds shall have fully complied with all the terms and conditions of this Policy, nor until the amount of the Insured’s obligation to pay Damages for any Claim shall have been fully and finally determined either by judgment against the Insured or by written agreement between the Insureds, the claimant, and the Insurer. 2. Nothing contained herein shall give any person or entity any right to join the Insurer as a party to any Claim against the Insureds to determine their liability. Nor shall the Insurer be impleaded by the Insureds or their legal representative in any Claim. 3. Bankruptcy or insolvency of the Insured or of the estate of the Insured shall not relieve the Insurer of its obligations nor deprive the Insurer of its rights or defenses under this Policy. D. Cancellation and Nonrenewal 1. This Policy may be canceled by the Named Insured by returning the Policy to the Insurer or its authorized representatives, or the Named Insured can cancel this Policy by written notice to the Insurer, stating at what future date cancellation is to be effective. If the Named Insured cancels, earned premium shall be computed using the customary short rate table. Provided, however, the premium shall be deemed fully earned if any Claim or Loss or other circumstance that could reasonably be the basis for a Claim or Loss is reported to the Insurer on or before the date of cancellation. 2. The Insurer can cancel the Policy by written notice to the Named Insured, at the address listed in Item 1. of the Declarations. The Insurer will provide written notice at least 30 days before cancellation is to be effective DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 15 of 16 and the earned premium will be computed pro-rata. However, if the Insurer cancels because the Named Insured has failed to pay a premium or Deductible when due, only 10 days written notice of cancellation will be required. 3. This Policy will terminate on the effective date of the cancellation. Return of unearned premium is not a condition of cancellation. Unearned premium will be returned as soon as practicable. 4. The Insurer will not be required to renew this Policy upon its expiration. If the Insurer elects not to renew this Policy, the Insurer will mail to the Named Insured, at the address listed in Item 1. of the Declarations, written notice of nonrenewal at least 30 days prior to the expiration date of this Policy. Any offer of renewal on terms involving a change of Deductible, premium, Limit of Liability, or other terms and conditions shall not constitute, nor be construed as, a failure or refusal by the Insurer to renew this Policy. 5. Proof of mailing of any notice of cancellation or nonrenewal shall be sufficient proof of notice. E. Assignment of the Insured’s Interest The interest of the Insured under this Policy is not assignable to any other person or organization, except with the Insurer’s prior written consent. F. Subrogation If any payment is made under this Policy and there is available to the Insurer any of the Insured’s rights of recovery against any other party, then the Insurer will maintain all such rights of recovery. The Insured will do whatever is reasonably necessary to secure such rights and will not do anything after an incident or event giving rise to a Claim or Loss to prejudice such rights. If the Insured has waived its right to subrogate against a third party through written agreement made before an act, incident or event giving rise to a Claim or Loss has occurred, then the Insurer will waive its rights to subrogation against such third party. Any recoveries will be applied first to subrogation expenses, second to Loss paid by the Insurer, and lastly to the Deductible.Any additional amounts recovered will be paid to the Named Insured. G. Changes Made to this Policy The terms and conditions of this Policy cannot be waived or changed except by specific written endorsement issued by Insurer and made part of the Policy. H. Application The statements contained in the Application, and any and all attachments, constitute the representations of all Insureds and are material. This Policy is issued and continued in force by the Insurer in reliance upon the truth, accuracy and completeness of such representations, which are the basis of this Policy and current as of the date of binding. Upon the binding of coverage, the Application and any and all attachments are incorporated in and form a part of the Policy. No knowledge or information possessed by any Insured shall be imputed to any other Insured, except for material facts or information known to the person or persons who signed the Application. In the event of any material untruth, misrepresentation or omission in connection with any of the particulars or statements in the Application, this Policy shall be void with respect to any Insured who knew of such untruth, misrepresentation or omission or to whom such knowledge is imputed. I. False or Fraudulent Claims If an Insured reports any Claim or Loss knowing such to be false or fraudulent, this Policy shall become void and all insurance coverage hereunder shall be forfeited as to the inception date of this Policy. J. Terms and Conditions of Policy Conformed to Statute Where necessary, the terms and conditions of this Policy will be amended to conform to applicable law. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 TCM-POL-001 (01/19) Page 16 of 16 K. Change in Risk If, during the Policy Period, an Insured is dissolved, sold, acquired by, merged into, or consolidated with another entity such that the Insured is not the surviving entity; or a third party receiver, conservator, trustee, liquidator, rehabilitator or any similar official is appointed for or with respect to the Insured, then coverage under this Policy shall continue in full force and effect until the expiration date or any earlier cancellation or termination date, but only with respect to events, acts or incidents that occur prior to such consolidation, merger or acquisition. L.Named Insured as Agent The Named Insured will be considered the agent of all Insureds, and will act on behalf of all Insureds with respect to the giving of or receipt of all notices pertaining to this Policy, and the acceptance of any endorsements to this Policy. The Named Insured is responsible for the payment of all premiums and Deductibles and for receiving any return premiums. M. Other Insurance 1. With respect to Coverage D., this Policy shall be primary of any other insurance policy. 2. With respect to Coverages A., B., C., E. and F.: all Loss payable under this Policy shall be in excess of and shall not contribute with other existing insurance including, but not limited to, any insurance under which there is a duty to defend regardless of whether any Loss is collectible or recoverable under such other insurance, unless such other insurance is written specifically excess of this Policy. This Policy shall not be subject to the terms or conditions of any other insurance. N. Policy Territory This insurance applies to Claims made and acts, errors or omissions committed, or Loss occurring anywhere in the world except countries or states against which the United States has implemented trade or diplomatic sanctions. O. Economic and Trade Sanctions or Violations of Law Any Loss, Claim , covered event or other transaction or matter which is uninsurable under any act, statute, rule, regulation, ordinance, common law, or other law of the United States of America concerning trade or economic sanctions or export control laws are not covered under this Policy. P. Entire Agreement The Insureds agree that this Policy, including the Application, Declarations and any endorsements, constitutes the entire agreement between them and the Insurer or any of its agents relating to this insurance. DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8 DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8